|
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
|
|
February
16,
2009
|
|
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
February 16, 2009, The Hershey Company (the “Company”) announced that, effective
February 16, 2009, Kenneth L. Wolfe, the Company’s non-executive Chairman of the
Board of Directors, resigned from the Board and that James E. Nevels, a current
independent member of the Board, was elected non-executive Chairman of the
Board. In addition to his duties as Chairman, Mr. Nevels will replace
Mr. Wolfe as Chair of the Board’s Governance and Executive
Committees. His compensation will be consistent with the compensation
previously paid to Mr. Wolfe as Chairman of the Board of Directors.
A copy of the Company's press release is attached hereto and filed as
Exhibit 99.1.
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
(d)
|
Exhibits
|
|
|
99.1
|
Press
Release dated February 16,
2009
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: February
17, 2009
|
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 February 16,
2009
|
Exhibit
99.1
BOARD
CHAIR WOLFE RESIGNS;
NEVELS
ELECTED TO BE CHAIRMAN
HERSHEY, Pa., February 16, 2009
— The Hershey Company (NYSE: HSY) today announced that Kenneth L. Wolfe,
the Company's non-executive Chairman of the Board of Directors, has resigned
from the Company’s Board of Directors effective immediately.
Mr.
Wolfe, who was the Company’s Chairman and Chief Executive Officer from 1994 to
2001, served as non-executive Chairman since November 2007. He decided to step
down following a request from the Hershey Trust Company, trustee of the Milton
Hershey School Trust, the Company’s controlling stockholder, that he not stand
for re-election at the Company’s annual meeting of stockholders on April 30,
2009. The Trust indicated that, consistent with the Company’s historic
governance model, it wanted to have one of its representatives on the Board
serve as Chairman of the Board.
The Board
announced its unanimous election of Director James E. Nevels to succeed Wolfe as
non-executive Chairman of the Board of Directors. “Ken Wolfe came out of
retirement to serve the company he loves, at an hour when his service was
greatly needed,” Nevels said. “Ken has helped to stabilize the Company’s
performance and to establish a foundation for future growth, and the entire
Board is deeply grateful for his service. I aspire to mirror Ken’s excellence in
his service to the Board, the Company and all its shareholders. I look forward
to working with my colleagues on the Board and with the Company’s management to
execute our strategic plan and build upon our recent improving marketplace and
financial performance.”
“On
behalf of the employees of The Hershey Company, I echo Jim’s gratitude to Ken
for his many years of outstanding service,” said David J. West, President and
Chief Executive Officer, The Hershey Company. “I have worked with Jim in various
capacities for a number of years. Moving forward, we will continue to work to
sustain our momentum and build value for all shareholders.”
Nevels
has served on the Company Board since November 2007. He also is a director of
Tasty Baking Company, the Pro Football Hall of Fame, and the Hershey Trust.
Nevels is Chairman of The Swarthmore Group, one of the nation’s largest
minority-owned investment-advisory firms, which he founded in 1991. Nevels will
be the first African-American Board Chairman in The Hershey Company’s
history.
Safe Harbor
Statement
This
release contains statements that are forward-looking. These statements are made
based upon current expectations that are subject to risk and uncertainty. Actual
results may differ materially from those contained in the forward-looking
statements. Factors that 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; our ability to execute our supply chain
transformation within the anticipated timeframe in accordance with our cost
estimates; changes in raw material and other costs and selling price increases;
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; the impact of future developments related to the investigation by
government regulators of alleged pricing practices by members of the
confectionery industry, including risks of subsequent litigation or further
government action; 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, changes
in consumer preferences and behavior, and the impact of political, economic and
financial market conditions on our customers, suppliers, consumers and lenders;
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 2007. All information in this
press release is as of February 16, 2009. The Company undertakes no duty to
update any forward-looking statement to conform the statement to actual results
or changes in the Company’s expectations.
# #
#
|
Media
Contact:
|
Kirk
Saville
|
717-534-7641
|