HSYHershey
Deals with insiders in the proxy filed 2026-03-25
Deals between HSY and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-26.
Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust“Effective May 15, 2025, the Company entered into two Agreements of Sale and Purchase with Hershey Entertainment & Resorts Company in connection with sale of certain real properties located in Derry Township, Dauphin County, Pennsylvania by the Company to Hershey Entertainment & Resorts Company for the aggregate purchase price of $3,055,000. Consistent with the requirements of the Board’s Corporate Governance Guidelines, these transactions were reviewed and approved by the independent directors of the Executive Committee of the Board having no affiliation with Hershey Trust Company, Milton Hershey School, the Milton Hershey School Trust or their affiliates.”
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Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust“On November 4, 2025, our CEO Kirk Tanner entered into a Lease Agreement to rent an apartment owned by Milton Hershey School, for a period of up to 10 months. Rent in the amount of $3,000 per month was and will continue to be paid to Milton Hershey School for the duration of the Lease Agreement. Although the rental payment will not exceed the $120,000 de minimis threshold, to qualify as a related person transaction, we have elected to disclose this transaction for added transparency. Consistent with the requirements of the Board’s Corporate Governance Guidelines, this transaction was reviewed and approved by the independent members of the Executive Committee of the Board having no affiliation with Hershey Trust Company, Milton Hershey School, the Milton Hershey School Trust or their affiliates.”
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The whole section
15 paragraphs quoted as filed
CERTAIN TRANSACTIONS AND RELATIONSHIPS“Item 404 of Regulation S-K requires that we disclose any transaction or series of similar transactions, or any currently proposed transaction(s), in which (i) the Company was or is to be a participant, (ii) the amount involved exceeds $120,000 and (iii) any of the following persons had or will have a direct or indirect material interest:”
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CERTAIN TRANSACTIONS AND RELATIONSHIPS“Persons owning more than 5% of any class of our outstanding voting securities; or • The immediate family members of any of the persons identified in the preceding three bullets.”
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Policies and Procedures Regarding Transactions with Related Persons“The Board has adopted a written Related Person Transaction Policy that governs the review, approval or ratification of related person transactions. The Related Person Transaction Policy may be viewed on the Investors section of our website at www.thehersheycompany.com.”
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Policies and Procedures Regarding Transactions with Related Persons“Under the Related Person Transaction Policy, each related person transaction, and any significant amendment or modification to a related person transaction, must be reviewed and approved or ratified by a committee of our Board composed solely of independent directors who have no interest in the transaction. We refer to each such committee as a Reviewing Committee. The Related Person Transaction Policy also permits the disinterested members of the full Board to act as a Reviewing Committee. As required by applicable NYSE Listing Standards, the Reviewing Committee or disinterested directors, as applicable, will prohibit any related person transaction that they determine to be inconsistent with the interests of the Company and its stockholders. In addition, any related person transaction previously reviewed that is ongoing in nature will be reviewed by the Reviewing Committee or disinterested directors, as applicable, annually to evaluate whether or not it should be permitted to continue.”
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Policies and Procedures Regarding Transactions with Related Persons“The Board has designated the Governance Committee as the Reviewing Committee primarily responsible for the administration of the Related Person Transaction Policy. In addition, the Board has designated a special Reviewing Committee comprised of the disinterested, independent directors of the Board’s Executive Committee to oversee certain transactions involving the Company and Hershey Trust Company, Milton Hershey School, the Milton Hershey School Trust and companies owned by or affiliated with any of the foregoing. Finally, the Related Person Transaction Policy provides that the Compensation Committee will review and approve, or review and recommend to the Board for approval, any employment relationship or transaction involving an executive officer of the Company and any related compensation.”
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Policies and Procedures Regarding Transactions with Related Persons“When reviewing, approving or ratifying a related person transaction, the Reviewing Committee will examine all material facts about the related person’s interest in, or relationship to, the transaction, including the approximate dollar value of the transaction. If the related person transaction involves an outside director or nominee for director, the Reviewing Committee also may consider whether the transaction would compromise the director’s status as an “independent director,” “outside director” or “non-employee director” under the Board’s Corporate Governance Guidelines, the NYSE Rules, the IRC or the Exchange Act.”
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Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust“During 2025, there were no transactions with the Company in which any executive officer, director or nominee for director, or any of their immediate family members, had a direct or indirect material interest that would be required to be disclosed pursuant to Item 404 of Regulation S-K, nor are any such transactions currently planned.”
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Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust“In any given year, we may engage in certain transactions with Hershey Trust Company, Milton Hershey School, the Milton Hershey School Trust and companies owned by or affiliated with any of the foregoing. These transactions are typically immaterial, ordinary-course transactions that do not constitute related person transactions. However, from time to time we may also engage in related person transactions with Hershey Trust Company, Milton Hershey School, the Milton Hershey School Trust and/or their subsidiaries and affiliates that are not inconsistent with the interests of the Company and its stockholders. Under the Board’s Corporate Governance Guidelines, a special Reviewing Committee composed of the independent, disinterested members of the Executive Committee must approve these transactions.”
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Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust“On February 18, 2025, the independent directors of the Executive Committee of the Board having no affiliation with Hershey Trust Company, Milton Hershey School, the Milton Hershey School Trust or their affiliates approved a one-time, non-recurring donation of $2,000,000 to The M.S. Hershey Foundation to support renovations to the Hershey Theatre. This donation reflects the Company’s continued support of The M.S. Hershey Foundation’s commitment to provide educational and cultural opportunities for the citizens of Derry Township, Pennsylvania. The Hershey Theatre was donated by the Company to The M.S. Hershey Foundation pursuant to a Donation Agreement dated June 22, 2022, by and between the Company and the Hershey Trust, as trustee for The M.S. Hershey Foundation.”
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Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust“Effective May 15, 2025, the Company entered into two Agreements of Sale and Purchase with Hershey Entertainment & Resorts Company in connection with sale of certain real properties located in Derry Township, Dauphin County, Pennsylvania by the Company to Hershey Entertainment & Resorts Company for the aggregate purchase price of $3,055,000. Consistent with the requirements of the Board’s Corporate Governance Guidelines, these transactions were reviewed and approved by the independent directors of the Executive Committee of the Board having no affiliation with Hershey Trust Company, Milton Hershey School, the Milton Hershey School Trust or their affiliates.”
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Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust“On November 4, 2025, our CEO Kirk Tanner entered into a Lease Agreement to rent an apartment owned by Milton Hershey School, for a period of up to 10 months. Rent in the amount of $3,000 per month was and will continue to be paid to Milton Hershey School for the duration of the Lease Agreement. Although the rental payment will not exceed the $120,000 de minimis threshold, to qualify as a related person transaction, we have elected to disclose this transaction for added transparency. Consistent with the requirements of the Board’s Corporate Governance Guidelines, this transaction was reviewed and approved by the independent members of the Executive Committee of the Board having no affiliation with Hershey Trust Company, Milton Hershey School, the Milton Hershey School Trust or their affiliates.”
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Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust“During 2025, we also engaged in transactions in the ordinary course of business with Hershey Trust Company, Milton Hershey School and the companies affiliated with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust. These transactions involved the sale and purchase of goods and services at market rates. The transactions were primarily with Hershey Entertainment & Resorts Company, a company that is owned by the Milton Hershey School Trust. All sales and purchases were made on terms and at prices we believe were generally available in the marketplace and were in amounts that were not material to us or to Hershey Entertainment & Resorts Company or the Milton Hershey School Trust. Therefore, these were not related person transactions and did not require approval under our Related Person Transaction Policy.”
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Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust“Although these ordinary course transactions with Hershey Trust Company, Milton Hershey School and the companies affiliated with each of the foregoing and with the Milton Hershey School Trust (including Hershey Entertainment & Resorts Company), as described immediately above, are immaterial and not required to be disclosed under Item 404 of Regulation S-K, we have elected to disclose the aggregate amounts of such purchase and sale transactions with these entities for your information because of our relationship with these entities and for added transparency. In this regard:”
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Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust“Our total sales to these entities in 2025 were approximately $1.5 million; and • Our total purchases from these entities in 2025 were approximately $1.7 million.”
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Transactions with Hershey Trust Company, Milton Hershey School and the Milton Hershey School Trust“We do not expect the types of transactions or the amount of payments for these ordinary course transactions to change materially in 2026.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗