Other Information.
−Removed: Not applicable.
+Added: Director and Executive Officer Trading
+Added: A portion of our directors’ and officers’ compensation is in the form of equity awards and, from time to time, they may engage in open-market transactions with respect to their Company securities for diversification or other personal reasons.
+Added: All such transactions in Company securities by directors and officers must comply with the Company’s Insider Trading Policy, which requires that transactions be in accordance with applicable U.S.
+Added: federal securities laws that prohibit trading while in possession of material nonpublic information.
+Added: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
+Added: The following table describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended July 2, 2023, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
+Added: No other Rule 10b5-1 trading arrangements or “non-Rule 10b5–1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers during such period.
+Added: Name and Title Date of Adoption of 10b5-1 Plan Duration of 10b5-1 Plan (1)
+Added: Aggregate Number of Securities to be Sold or Purchased
+Added: Senior Vice President, Chief Supply Chain Officer
+Added: Sell 500 shares
+Added: Exercise & sell 3,485 stock options
+Added: Gift 289 shares
+Added: President, Salty Snacks
+Added: Gift 915 shares
+Added: Sell 2,745 shares
+Added: Christopher M.
+Added: Senior Vice President, Chief Human Resources Officer
+Added: Sell 4,091 shares
+Added: Senior Vice President, General Counsel and Secretary
+Added: Gift 332 shares
+Added: Senior Vice President, Chief Financial Officer
+Added: Sell 18,000 shares
+Added: (1) The plan duration is until the date listed in this column or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.
+Added: The Hershey Company | Q2 2023 Form 10-Q | Page 49
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
2 unchanged sentences
The Company's By-laws, as amended and restated as of February 21, 2017, are incorporated by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
−Removed: Stock Purchase Agreement, dated February 13, 2023, between Milton Hershey School Trust, by its trustee, Hershey Trust Company, and The Hershey Company, is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 15, 2023.
+Added: Form of Global Note representing the Company’s 4.250% Notes due May 4, 2028, is incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 4, 2023.
+Added: Form of Global Note representing the Company’s 4.500% Notes due May 4, 2028, is incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed May 4, 2023.
+Added: Five Year Credit Agreement dated as of April 26, 2023, is incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 26, 2023.
Certification of Michele G.
11 unchanged sentences
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
−Removed: 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023, formatted in Inline XBRL and contained in Exhibit 101.
+Added: 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 2, 2023, formatted in Inline XBRL and contained in Exhibit 101.
* Filed herewith
3 unchanged sentences
THE HERSHEY COMPANY
−Removed: April 27, 2023 /s/ Steven E.
+Added: July 27, 2023 /s/ Steven E.
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
−Removed: April 27, 2023 /s/ Jennifer L.
+Added: July 27, 2023 /s/ Jennifer L.
Vice President, Chief Accounting Officer
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.