Welcome to The Hershey Company 2026 annual stockholders meeting. Remarks made during today's meeting may contain forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. Factors that can cause actual results to materially differ from expectations are detailed in Hershey's SEC filings, including the 2025 Form 10-K, available on Hershey's investor relations website at investors.thehersheycompany.com. I'll now turn the call over to Maria Kraus, Chairman of The Hershey Company.
Good morning. I am Maria Kraus, Chairman of the Board of Directors of The Hershey Company. It's my pleasure to welcome all of you to Hershey's 2026 annual stockholders meeting. We appreciate the trust and confidence you continue to place in this great company and look forward to sharing more about our vision and recent performance during the meeting today. We are pleased to host today's meeting through this online platform, which allows us to facilitate access and participation in the meeting for all stockholders, wherever they are located. With that, I will turn it over to Kirk to proceed with the items of business for today's meeting.
Thank you, Maria, and thanks each of you for joining our annual stockholder meeting. I am Kirk Tanner, President and CEO of this amazing company. We will begin today's meeting with the items of business, followed by brief remarks on the company strategies and performance in a question-and-answer session. We will then review the preliminary voting results of today's meeting. For those of you joining via webcast, you may submit a question through the meeting portal during the meeting, and we will address as many questions during the question and answer session as time permits. You can find today's presentation by clicking on the Investor relations page at the top right section of the website, thehersheycompany.com. From there, you can access today's presentation by clicking on the calendar of events and today's meeting notice.
On the call today are representatives from our independent auditors, Ernst & Young, and the Inspector of Elections. The Inspector of Elections from American Election Services has indicated that a quorum is present and that this is a legally constituted meeting as required by Delaware law. We will now begin the annual meeting of stockholders. The polls for voting are now open. If you have sent in your proxy, voted via the Internet, phoned in your vote, or voted electronically during today's meeting, your shares will be voted as indicated. I will now turn it back to Maria for the first item of business, the election of directors to serve until the next annual meeting.
Thank you, Kirk. I would like to take the opportunity to introduce you to the Director nominees, all of whom are attending today's meeting. Chris Brandt, Former President, Chief Brand Officer at Chipotle Mexican Grill. Tim Curoe, CEO of R.D. Offutt Company. Deirdre Mahlan, Former CEO and Chairperson of The Duckhorn Portfolio. Barry Nalebuff, Professor of Management, Yale University. Kevin Ozan, Former Senior Executive Vice President, Strategic Initiatives at McDonald's. Guy Persaud, President, New Business at The Procter & Gamble. Marie Quintero-Johnson, Senior Advisor for Rothschild & Co. and Former Head of Corporate Development, Insights, and Real Estate at The Coca-Cola Company. Cordel Robbin-Coker, Co-Founder and CEO of Carry1st and Director of Hershey Trust Company. Harold Singleton III, Director of Hershey Trust Company and Former Managing Director at Lincoln Financial Group. Kirk Tanner, President and Chief Executive Officer of The Hershey Company.
Myself, Maria Kraus, Chief Financial Officer of Wedgewood Pharmacy and Chairman of the Boards of Hershey Trust Company and Milton Hershey School. All 11 individuals identified in this year's proxy statement have been nominated by the Board for the position of Director of The Hershey Company. We are most fortunate to have this group of experienced and capable people to serve as Directors. Messieurs Brandt and Persaud have been nominated for election by the holders of the Common Stock voting separately. The nine remaining nominees have been nominated for election by both the Common Stock and Class B common stock voting together. The Board recommends that you vote for each of the Director nominees. Now I will turn the call over to James Turoff, General Counsel and Secretary, who will present the remaining items of business.
Thank you, Maria. The second item of business is the ratification of the audit committee's appointment of Ernst & Young LLP as the company's independent auditors for 2026. The board recommends that stockholders vote for this proposal. Representatives from Ernst & Young are participating on today's call. They have informed me that they do not intend to make a statement at today's meeting, but they will be available to respond to any submitted audit or accounting questions during the question-and-answer period. The last item of business is a proposal to approve the compensation of the company's named executive officers. This item, commonly referred to as say on pay, is required under the rules adopted by the SEC in 2011, implementing provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Consistent with SEC rules, your vote is advisory and will not be binding.
However, the outcome of the vote will be considered by the board in future decisions affecting executive compensation as it deems appropriate. The board recommends that stockholders vote for approval of the company's named executive officer compensation on a non-binding advisory basis as described in the proxy statement. We will now proceed with final voting on these items of business. If you have not yet done so, please submit your electronic vote now. As a reminder, if you voted in advance via the Internet, telephone, or proxy card, or voted electronically at today's meeting, your shares will be voted as you indicated. The polls are now closed. Actions have been taken on all matters listed in the notice of annual meeting and proxy statement requiring stockholder action. At the conclusion of the meeting, we will share the preliminary results of voting.
Final results of voting will be available within one week on the company's website under the Investor Relations tab. That concludes the formal part of our meeting. I will now turn the call back over to Kirk to provide an update on the company's strategies and business performance.
Thank you, James. When I think about what makes Hershey different, it comes down to three things I've believed in throughout my career: an obsession with consumers, deep partnerships with our retail customers, and a genuine investment in our colleagues. Eight months in, I can tell you all three are alive and thriving at this company. That's not something you find everywhere. That's exactly why I'm energized about what's next. On March 31st, we hosted our 2026 Investor Day at the New York Stock Exchange, where we shared our vision to lead next-generation snacking. It's a strategic commitment to stay close to the consumer, move faster than the competition, and out execute at retail. It means building on our leadership in confection while expanding into fast-growing parts of the snacking landscape.
It means doing all of this in a way that is built to last, protecting the farming communities, ecosystems, and the people that make our products possible so that we can deliver great-tasting snacks for generations to come. Here's what I want you to take away. We are emerging stronger. After several years of navigating unprecedented cocoa cost headwinds, we didn't just manage through it; we invested through it. We reinvigorated our core brands, scaled our salty snack business, we built our digital foundation and transformed our cost structure. That work positions us well for what's ahead. We have a clear strategy to lead next-generation snacking. Our core confection brands like Hershey's and REESE's are strong with leading innovations like REESE's OREO, and we're building our next billion-dollar brands.
We're modernizing how we market and bringing more resources to innovation and R&D to go bigger in sweets, better for you and premium. We are scaling our salty snacking business to reach the number two position in the category, amplified by Dot's Pretzels and SkinnyPop, our acquisition of LesserEvil, and PIRATE's BOOTY, growing its presence in kid snacking. We are standing up a new growth vector in functional snacking, building from our protein brands, ONE and FULFIL, where we are developing real technical differentiation. We've made a big change implementing a ONE Hershey commercial model, bringing our full portfolio to retail as one integrated team. We are modernizing our supply chain for greater agility and productivity, which is what funds our future.
Underpinning all of it is a financial path we're confident in, one we believe will restore margins and grow earnings double digits through 2026 and 2027. This is a focused company. We know where we lead, where we can lead next, and where we don't need to play. That clarity is what allows us to put resources where they matter and execute with discipline. I invite you to explore our full Investor Day presentations and remarks to learn more about our vision to lead next-generation snacking. Before we pivot to our question and answer session, we'd like to thank you all for joining us today and for your continued support as stockholders. I'm going to turn the call back over to James to provide more information.
Thank you, Kirk. Similar to past years, we have prepared a special product sample that we will mail to stockholders joining our meeting today. To receive this box, go to www.thehersheycompany.com/asm2026 or navigate to the registration page from www.thehersheycompany.com under the Investors tab, Investor Resources, ASM 2026. To register, you will need your control number from your proxy mailing, the same number you used today to register for the meeting and vote your shares. Please register by next Tuesday, May 12th. Boxes will be mailed out the week of Memorial Day. In addition, stockholders can enjoy a 25% discount on regularly priced merchandise at Hershey's Chocolate World between now and August 31st. Simply show evidence of your stock ownership, such as your proxy card or an account statement.
Finally, for those of you unable to make the trip, please enjoy a 20% discount and free shipping at https://shop.hersheys.com by entering the code ENJOY20 at checkout. This discount will also be available until August 31st. These details will be provided on the ASM 2026 page on our website. Contact our investorrelations@hersheys.com with any questions. With that, let's transition to the question-and-answer portion of the meeting. We will be addressing pre-submitted questions as well as questions submitted electronically during today's meeting. Responses to all pertinent questions received, including any we may be unable to address today, will be posted on our website within a few days of the meeting. For those joining the meeting via webcast, you may submit questions through the meeting portal.
As a reminder, it is inappropriate for the directors and officers at this, the annual meeting of stockholders of The Hershey Company, to address questions regarding the privately held Hershey Trust Company or Milton Hershey School, except for information already disclosed in the proxy statement or other filings with the SEC. We appreciate your understanding of this matter. In addition to Kirk and myself, joining us today are Steve Voskuil, Chief Financial Officer, and Anoori Naughton, Vice President of Investor Relations, who will be proctoring today's question-and-answer session.
Thank you, James. The first question is: Why should stockholders' compensation positions be non-binding? After all, we are the ones paying the cost. The law may permit this, is there any reason the board cannot abide by the wishes of the stockholders?
Executive compensation votes are advisory, so the board can balance stockholder feedback with its fiduciary duty to act in the best long-term interest of the company. The board and its independent compensation committee take stockholder input seriously and consider vote results alongside performance, market data, and ongoing engagement. Keeping the vote advisory allows the board to apply informed judgment and respond appropriately to changing business conditions while remaining accountable to stockholders.
Thank you, Kirk. The next question is: What actions are you taking to prevent big surprises like the ones we had with cocoa prices and tariffs? I understand this issue hit most chocolate producers, but some did better than others. What actions have you considered?
Well, that's an important question and one we've spent a lot of time addressing. Cocoa prices and tariffs created significant volatility across the industry, and while no strategy can eliminate shocks like these, we work to reduce volatility and improve visibility. We do that through long-term sourcing relationships, disciplined risk management and hedging programs, productivity initiatives, and ongoing scenario planning. We regularly benchmark our approach against peers and intentionally balance visibility with flexibility to ensure we do not take outsized risk at any single point in the cycle. We're also strengthening supply chain flexibility, data and analytics capabilities, and sustainability programs. Our focus is applying lessons learned to improve resilience and protect long-term value for stockholders.
The next question is: You recently announced plans to further enhance the quality of a few key brands in your product portfolio, including Hershey's and REESE's. Can you share more information about those changes?
We love our brands as much as the people who enjoy them around the world. Great-tasting, affordable treats and snacks is what we do every day, and it's something we take great pride in. We source quality cocoa, dairy, sugar, and key ingredients and maintain rigorous manufacturing and consumer testing standards to ensure our products taste delicious every time. The classic recipes of Hershey's bar, REESE's Peanut Butter Cups, and classic shapes have not changed. As our brands grow, we do introduce new formats and shapes, and consumer feedback guides us every step of the way. As consumers' preference evolve, so do we. Starting in 2027, we're removing artificial colors from sweets, making Kit Kat's milk chocolate even creamier, and bringing all small portions of Hershey's and REESE's formats in line with their classic milk and dark chocolate recipes.
Thank you, Kirk. The next question is: Does The Hershey Company offer discounts at the park, stores, or coupons for retail products?
Thanks for the question. Hershey's offers stockholder-specific discounts in connection with the annual meeting. These include discounts on merchandise at Hershey's Chocolate World locations and online shopping discounts at the company's official store, available for a limited period following this meeting. Please follow up with our investor relations department if you need any assistance with these benefits.
The next question is: Why do we give shares to executives and directors? Why not instead pay them and allow them to purchase shares at a reduced rate, with a requirement to hold the shares for a specified amount of time? Giving away shares diminishes the equity and voting power of the shareholder. All shares used for such purposes should be purchased by the company on the open market.
We understand the concern about dilution and protecting stockholder voting power. We use equity compensation for executives and directors because it aligns company leadership directly with long-term stockholder value creation. These awards vest over time, are often performance-based, and are subject to meaningful ownership and holding requirements, so leaders benefit only when stockholders do. Equity is not free stock. It replaces cash compensation and is part of a disciplined pay-for-performance program approved by stockholders and reviewed regularly to manage dilution. Eliminating equity would likely increase cash pay without providing the same long-term alignment with stockholders. We do consider alternatives such as discounted share purchases, but these are uncommon and do not deliver the same retention and performance incentives.
Overall, we believe our approach to compensation strikes the right balance, aligning leadership with stockholders while responsibly managing dilution by repurchasing shares in the open market as part of our capital allocation strategy.
This concludes the question and answer portion of today's meeting. As noted earlier, responses to pertinent questions received, including those we were unable to address today, given time constraints, will be posted on our website within a few days. Thanks to all of you who submitted questions. The Inspector of Elections from American Election Services has provided me with the following preliminary voting results. On Proposal Number 1, holders of the common stock voting separately as a class elected Messieurs Brandt and Persaud as directors. Holders of the common stock and Class B common stock voting together elected each of the other nine nominees for director. Thus, all 11 nominees for director whose names were listed in the proxy statement have been elected as directors for the coming year.
On Proposal Number 2, holders of the common stock and Class B common stock voting together ratified the appointment of Ernst & Young LLP as independent auditors for 2026. On Proposal Number 3, holders of the common stock and Class B common stock voting together approved named Executive Officer compensation on a non-binding advisory basis. As a reminder, final results will be available within one week on the company's website under the Investor Relations tab. This concludes the 2026 Annual Meeting of Stockholders. Thank you for joining today's call.
This now concludes the meeting. Thank you for joining, and have a wonderful rest of your day.