|
UNITED
STATES
|
|
SECURITIES
AND EXCHANGE COMMISSION
|
|
Washington,
D.C. 20549
|
|
______________________________
|
|
FORM
8-K
|
|
CURRENT
REPORT
|
|
Pursuant
to Section 13 or 15(d) of the
|
|
Securities
Exchange Act of 1934
|
|
October
2,
2007
|
|
Date
of Report (Date of earliest event
reported)
|
|
The
Hershey
Company
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
|
(State
or other jurisdiction of
incorporation)
|
|
1-183
|
23-0691590
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
100
Crystal A Drive, Hershey,
Pennsylvania 17033
|
|
(Address
of Principal Executive Offices) (Zip
Code)
|
|
Registrant's
telephone number, including area code: (717)
534-4200
|
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any
of the following provisions:
|
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
INFORMATION
TO BE INCLUDED IN REPORT
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
On
October 2, 2007, the Board of Directors (“Board”) of The Hershey Company (the
“Company”) approved the following actions:
|
·
|
An
increase in the authorized number of directors to serve on the Board
from
10 to 11;
|
|
·
|
The
appointment of David J. West as a director of the Company to fill
the
vacancy on the Board created by the additional Board
seat;
|
|
·
|
The
election of Mr. West to the office of President of the Company, effective
October 2, 2007, and Chief Executive Officer of the Company, effective
December 1, 2007; and
|
|
·
|
The appointment
of Robert H. Campbell, currently a member of the Board and Chairman
of its
Compensation and Executive Organization Committee, as the non-executive
Chairman of the Board, effective January 1,
2008.
|
Richard
H. Lenny will continue as Chief Executive Officer of the Company until Mr.
West
assumes that office on December 1, 2007, and as Chairman of the Board of
Directors and as a director of the Company until his retirement on December
31,
2007. For information regarding Mr. Lenny’s retirement, please refer
to the Company’s Current Report on Form 8-K, filed October 4, 2007. A copy of
the Company’s press release announcing the appointment of Messrs. West and
Campbell to their new positions is filed herewith as Exhibit 99.1.
Mr.
West
joined the Company in May 2001 as Vice President, Business Planning and
Development. He was promoted to Senior Vice President, Business
Planning and Development in June 2002; Senior Vice President, Sales in December
2002; Senior Vice President, Chief Customer Officer in June 2004; and Senior
Vice President, Chief Financial Officer in January 2005. In January
2007, he was promoted to Executive Vice President, Chief Operating Officer,
and
continued to hold the office of Chief Financial Officer until a successor Chief
Financial Officer was elected on July 16, 2007. He is also a director
of Tasty Baking Company.
In
connection with the promotion of Mr. West, the Compensation and Executive
Organization Committee of the Board of Directors (“Compensation Committee”)
and Board of Directors approved entering into an Executive Employment
Agreement (“Agreement”) with Mr. West having a continuous term of three years,
beginning October 2, 2007. Under the terms of the Agreement, Mr. West
will be entitled to continue to participate in, or be compensated in accordance
with, the plans and programs available generally to executive officers of the
Company, as outlined in the Company’s proxy statement for its 2007 annual
meeting of stockholders, filed March 16, 2007 (“proxy statement”), including,
but not limited to, the Company’s Executive Benefits Protection Plan and
Supplemental Executive Retirement Plan, provided that to the extent approved
by
the Compensation and Executive Organization Committee of the Board of Directors
and the Board of Directors, Mr. West may become entitled to receive a reduced
early retirement benefit under the Supplemental Executive Retirement Plan should
his employment terminate after January 2, 2008 (or earlier, in circumstances
other than termination for cause or voluntary resignation without good reason
under the Agreement) and prior to age 55. Additionally, an annual
base salary to be paid to Mr. West during the term of the Agreement will not
be
less than $1,000,000, his participation in the Annual Incentive Program (“AIP”)
of the Company’s Equity and Incentive Compensation Plan (“Incentive Plan”) will
be at a target annual bonus of not less than 100% of base
salary,
and the Long Term Incentive Program of the Incentive Plan will be on terms
and
conditions consistent with participation by the Company’s other senior
executives. Mr. West’s Long Term Incentive Program target award for
2008 will be equal to 300% of his base salary.
Finally,
in recognition of his promotion, Mr. West was awarded, on October 2, 2007,
options to purchase 37,400 shares of our common stock, $1.00 par value (“Common
Stock”). The options have an exercise price of $45.78, the closing
price of our Common Stock on the grant date, vest over four years and are
subject to other terms and conditions similar to those applicable to the options
granted in April 2007 and the Agreement. Mr. West was also awarded an increase
of 15,200 units in the target number of PSUs for the 2007-2009 performance
cycle, subject to the same terms and conditions as the 2007-2009 PSUs awarded
to
Mr. West in February 2007; and 22,000 deferrable restricted stock units
(“RSUs”), vesting of which will occur on January 2, 2008, provided Mr. West’s
employment has not terminated prior to such date. In addition, the PSUs awarded
to him in connection with the 2003-2005 cycle will fully vest at the earlier
of
December 31, 2008 or Mr. West’s death, disability or termination.
For
the
remainder of 2007, Mr. Campbell will be compensated in accordance with the
Company’s standard compensation policies and practices for the Board as
disclosed in the proxy statement. At the time of this filing, no
decision has been made regarding possible adjustments to Mr. Campbell’s
compensation in recognition of his additional duties.
|
Financial
Statements and Exhibits
|
|
(d)
|
Exhibits
|
|
|
|
|
|
|
|
99.1
|
Press
Release dated October 2, 2007
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date:
October 9, 2007
|
THE
HERSHEY COMPANY
|
|
|
By:
/s/ Burton H.
Snyder
|
|
|
Burton
H. Snyder,
Senior
Vice President,
General
Counsel and Secretary
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
|
|
99.1
|
The
Hershey Company Press Release dated October 2, 2007
|
|
|
|
Exhibit
99.1
The
Hershey Company Names David J. West
President,
Chief Executive Officer and Director
|
·
|
Richard
H. Lenny Continues as Chairman through
2007
|
|
·
|
Robert
H. Campbell to Become Non-executive Chairman on January 1,
2008
|
HERSHEY,
Pa., October 2, 2007 — Following the regularly scheduled meeting today
of the Board of Directors of The Hershey Company (NYSE:HSY), the
Company announced that David J. West has been named President, Chief
Executive Officer and Director of the Company. Richard H. Lenny will continue
as
Chairman of the Board and as a Director of the Company until year-end. The
Board
has appointed Robert H. Campbell, member of Hershey’s Board of Directors and
Chairman of the Compensation and Executive Organization Committee, non-executive
Chairman of the Board, effective January 1, 2008.
Yesterday,
Lenny announced his intention to retire as the Company’s Chairman, President and
Chief Executive Officer by the end of 2007. West is currently Hershey’s
Executive Vice President, Chief Operating Officer.
West’s
appointment as President and Director are effective immediately. He will assume
the role of Chief Executive Officer on December 1, 2007, to ensure an orderly
transition.
In
making
the announcement on West, Campbell said, “Dave is a very strong leader with an
in-depth knowledge of all aspects of Hershey’s business. He has earned the
respect of the financial community, Hershey’s customers, the Company’s employees
and the Board of Directors. Dave will work with the management team to ensure
the Company continues to execute on its value-enhancing strategy and delivers
exceptional shareholder value through core brand growth and disciplined global
expansion. On behalf of the board, I congratulate Dave on his new
role.”
Commenting
on West’s announcement, Lenny said, “Dave and I have
worked closely together for the past six years. During this time, Dave has
successfully led numerous parts of our business and clearly understands
Hershey’s strategic growth drivers. Equally as important, his leadership style
reflects a strong sense of collaboration and commitment to people. I’m
especially pleased to have Dave as Hershey’s next CEO. He is perfectly suited to
take the company to the next level and maintain our commitment to delivering
superior shareholder value over the long-term. I look forward to working with
Dave to ensure a smooth transition.”
“I
am
grateful for the confidence that the Board has shown in naming me President
and
Chief Executive Officer,” West said. “I look forward to working with Rick and
other members of our management team as we pursue our shared objective of
enhancing shareholder value. I’m honored to be able to lead the employees of
this great company who have been so instrumental in my career over the past
six
years. I look forward to continuing to grow this business with them in the
years
to come.”
In
his
current role, West is responsible for the company’s day-to-day operations,
including Hershey’s North American Commercial Group, International Commercial
Group, and global supply chain activities.
West
joined The Hershey Company in May 2001 as Vice President, Business Planning
and
Development. He was named Senior Vice President, Business Planning and
Development, in 2002 and later, promoted to Senior Vice President, Chief
Customer Officer. He was named Senior Vice President, Chief Financial Officer,
in 2005.
Prior
to
joining Hershey, West was Senior Vice President, Chief Financial Officer,
Nabisco Biscuit and Snacks Group, with responsibility for leading the financial
function of Kraft Foods’ biscuits, confections and snacks businesses. He joined
Nabisco as Senior Cost Analyst, Planters/Life Savers Company in 1987. During
his
14-year career with Nabisco, he served as Vice President, Corporate Strategy
and
Business Planning, and Director, Investment Analysis, among others. He
previously held positions in finance and cost accounting with Wearever
Proctor-Silex and Unisys.
A
native
of the Lehigh Valley, Pa., West received a bachelor’s degree, cum laude, in
business administration from Bucknell University, Lewisburg,
Pa.
Campbell
retired in June 2000 as Chairman of the Board and Chief Executive Officer,
Sunoco, Inc., Philadelphia, Pennsylvania, a petroleum refiner and marketer.
He
is a director of CIGNA Corporation and Vical Incorporated. A Hershey director
since 1995, Campbell chairs the Compensation and Executive Organization
Committee and is a member of the Audit Committee and Executive Committee. In
2001, Mr. Campbell was named one of “Corporate America’s Outstanding Directors”
by the editors of “Corporate Alert.”
About
The Hershey Company
The
Hershey Company (NYSE: HSY) is the largest North American manufacturer of
quality chocolate and sugar confectionery products. With revenues of nearly
$5
billion and more than 13,000 employees worldwide, The Hershey Company markets
such iconic brands as Hershey’s, Reese’s, Hershey’s Kisses, and Ice
Breakers. Hershey is the leader in the fast-growing dark and premium
chocolate segment, with such brands as Hershey’s Special Dark,
Hershey’s Extra Dark and Cacao Reserve by Hershey’s. Hershey’s
Ice Breakers franchise delivers refreshment across
a variety of mint
and gum flavors and formats. In addition, Hershey leverages its iconic brands,
marketplace scale and confectionery and nut expertise to develop and deliver
substantial snacks, including Hershey’s and Reese’s
single-serve cookies and brownies, and value-added snack nuts, including
Hershey’s Milk Chocolate Covered Almonds and Hershey’s Special Dark
Chocolate
Covered Almonds. Hershey also offers a range of products to address the health
and well-being needs of today’s consumer. Hershey’s and Reese’s
Snacksters offer consumers great-tasting snacks in portion-controlled
servings, while Hershey’s dark chocolate offerings provide the benefits of
flavanol antioxidants. In addition, Artisan Confections Company, a wholly owned
subsidiary of The Hershey Company, markets such premium chocolate offerings
as
Scharffen Berger, known for its high-cacao dark chocolate products,
Joseph Schmidt, recognized for its fine, handcrafted chocolate gifts,
and Dagoba, known for its high-quality natural and organic chocolate
bars. Visit us at www.hersheynewsroom.com.
Safe
Harbor Statement
This
release contains statements which are forward-looking. These statements are
made
based upon current expectations which are subject to risk and uncertainty.
Actual results may differ materially from those contained in the forward-looking
statements. Factors which could cause results to differ materially include,
but
are not limited to: our ability to implement and generate expected ongoing
annual savings from the initiatives to transform our supply chain and advance
our value-enhancing strategy; changes in raw material and other costs and
selling price increases; our ability to execute our supply chain transformation
within the anticipated timeframe in accordance with our cost estimates; the
impact of future developments related to the product recall and temporary plant
closure in Canada in the fourth quarter of 2006, including our ability to
recover costs we incurred for the recall and plant closure from responsible
third-parties; pension cost factors, such as actuarial assumptions, market
performance and employee retirement decisions; changes in our stock price,
and
resulting impacts on our expenses for incentive compensation, stock options
and
certain employee benefits; market demand for our new and existing products;
changes in our business environment, including actions of competitors and
changes in consumer preferences; changes in governmental laws and regulations,
including taxes; risks and uncertainties related to our international
operations; and such other matters as discussed in our Annual Report on Form
10-K for 2006.
#
#
#
|
Media
Contact:
|
Kirk
Saville
|
717-534-7641
|