Attached files
| file | filename |
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| EX-3.1 - AMENDED & RESTATED BYLAWS OF THE HERSHEY COMPANY - HERSHEY CO | exh031.htm |
| EX-10.1 - NOTICE OF SPECIAL AWARDS OF RESTRICTED STOCK UNITS - HERSHEY CO | exh101.htm |
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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February
22,
2010
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Date
of Report (Date of earliest event
reported)
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The
Hershey
Company
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(Exact
name of registrant as specified in its
charter)
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Delaware
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(State
or other jurisdiction of
incorporation)
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1-183
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23-0691590
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100 Crystal A Drive, Hershey,
Pennsylvania 17033
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant's
telephone number, including area code: (717)
534-4200
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN REPORT
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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The
Compensation and Executive Organization Committee (“Committee”) of the Board of
Directors of The Hershey Company (“Company”) approved or recommended 2010
incentive compensation awards for the executive officers who were named in the
Summary Compensation Table of our 2009 Proxy Statement. Those
executive officers, who we refer to in this filing as the “named executive
officers,” are D. J. West, President and Chief Executive Officer,
H. P. Alfonso, Senior Vice President, Chief Financial Officer, J. P.
Bilbrey, Senior Vice President, President Hershey North America, B. H.
Snyder, Senior Vice President, General Counsel and Secretary, and M. G.
Buck, Senior Vice President, Global Chief Marketing Officer.
The
independent members of our Board of Directors also approved certain compensation
for Mr. West, all as more fully described below.
2010 Annual Incentive Program (AIP)
Target Awards. On February 22, 2010, the Committee approved
2010 contingent target awards for our named executive officers, excluding Mr.
West, and recommended to the independent directors as a group a 2010 contingent
target award for Mr. West, under the annual incentive program (“AIP”) of
the Company’s Equity and Incentive Compensation Plan (“Incentive
Plan”). For named executive officers other than Mr. West, the final
award, if any, will be calculated as the product of the executive officer’s base
salary, applicable target percentage (described below), a corporate performance
score (weighted 75%) reflecting the Company’s achievement in 2010 of certain
growth objectives (described below) and an individual performance score
(weighted 25%) based upon the executive’s achievement in 2010 of certain
individual strategic bonus goals. For Mr. West, the Committee
recommended that the final award, if any, be calculated as the product of his
base salary, applicable target percentage and the Company’s achievement of the
2010 corporate growth objectives. The corporate growth objectives are
based upon the Company’s adjusted earnings per share-diluted (weighted 40%),
consolidated net sales (weighted 40%) and operating cash flow (weighted
20%). The target percentage of base salary used in the 2010 AIP
contingent target award for each of the named executive officers is as
follows:
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David
J. West
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120%
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Humberto
P. Alfonso
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70%
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John
P. Bilbrey
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80%
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Michele
G. Buck
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60%
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Burton
H. Snyder
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60%
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The
Committee may, in its discretion, increase or decrease by up to 30% the
component of the final award paid to any named executive officer other than Mr.
West based upon Company financial performance at the conclusion of the 2010
performance period, and for Mr. West, may recommend to the independent directors
that a similar adjustment be made to his final award. Additionally, the
Committee may reduce the final award by up to 10% for any named executive officer
(excluding Mr. West) who does not adhere to and demonstrate Hershey’s corporate
values.
The
independent directors as a group approved the Committee’s recommended 2010 AIP
contingent target award for Mr. West on February 23, 2010.
Performance Stock Units
(PSUs) for the
2010-2012 Cycle. On February 22, 2010, the Committee also approved
contingent target awards of PSUs under the Incentive Plan for the named
executive officers other than Mr. West, and recommended to the independent
directors as a group a contingent target award of PSUs for Mr. West, for the
2010-2012 PSU performance cycle. Awards for the 2010-2012 performance
cycle for all named executive officers (including Mr. West) will be based upon
the following metrics: the Company’s three-year relative total stockholder
return (“TSR”) versus a peer group of companies (50% of the target award); the
Company’s three-year compound annual growth in adjusted earnings per
share-diluted measured against an internal target (12.5% of the target award);
and annual growth in the Company’s adjusted earnings per share-diluted measured
against an internal target for each year of the three-year performance cycle
(12.5% of the target award per year). Payment, if any, for awards
will be made at the conclusion of the three-year performance cycle. The
Committee will approve the targets for the annual adjusted earnings per
share-diluted metrics at the beginning of each of the three years in the
performance cycle. The total performance score for the three-year cycle can
range from a minimum of 0% to a maximum of 250%. Upon completion of
the performance cycle, an award will be paid, if at all, only in shares of our
Common Stock. The independent directors as a group approved the
Committee’s recommended contingent target PSU award for Mr. West on
February 23, 2010.
Stock Option
Awards. The Committee approved stock option awards under the
Incentive Plan for the named executive officers other than Mr. West, and
recommended to the independent directors as a group a stock option award to Mr.
West, on February 23, 2010. The independent directors as a group
approved the grant of stock options to Mr. West that same day. All
such awards were made subject to the Incentive Plan and the Terms and Conditions
of Nonqualified Stock Option Awards, filed as Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ending July 5,
2009.
Terms and Conditions Applicable to
Restricted Stock Unit (RSU) Awards. On February 22, 2010,
the Committee approved standard terms and conditions that will be applicable to
RSUs awarded by the Committee to executive officers beginning in
2010. The Committee, however, did not make or recommend awards of
RSUs to any executive officer during its February meetings. These terms and
conditions are set forth in the Notice of Special Award of Restricted Stock
Units, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
by reference into this Item 5.02.
Additional
information regarding the compensation of the Company’s executive officers will
be provided in the Company’s Proxy Statement for the 2010 Annual Meeting of
Stockholders, which will be filed in March 2010.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
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On
February 23, 2010, the Board of Directors amended Article IV, Section 1. of the
By-laws of the Company to identify the Finance and Risk Management Committee as
a standing committee of the Board. The foregoing description of this
amendment to the By-laws is qualified in its entirety by reference to the copy
of the amended and restated By-laws filed as Exhibit 3.1 to this Current Report
on Form 8-K and incorporated by reference into this Item 5.03.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits
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3.1
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Amended
and Restated By-laws
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10.1
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Notice
of Special Award of Restricted Stock
Units
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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
25, 2010
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THE
HERSHEY COMPANY
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By: /s/ Burton H.
Snyder
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Burton
H. Snyder,
Senior
Vice President
General
Counsel and Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description
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3.1
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By-laws
of The Hershey Company
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| 10.1 | Notice of Special Award of Restricted Stock Units |