Opening its proxy statement…Reading the pay tables…Finding what shareholders vote on…
HSYHershey Co
Pay and votes (proxy statement)
Before its yearly shareholder meeting, a company sends out a proxy statement, filed with the SEC as a DEF 14A. It says what shareholders will vote on, who sits on the board, and how the top managers are paid, set against how the shares did. Here are the key parts of Hershey's latest one. Open the full statement.
The yearly meeting
May52026
Shareholders meet on May 5, 2026 to vote. Anyone who owns shares on the record date can vote, usually online, even without attending.
Audit firm put forward for approval: Ernst & Young LLP
Proxy statement filed Mar 25, 2026.
The boss's pay next to a typical employee's
The chief executive was paid about 389× what the employee in the exact middle of the company's pay scale earned (the CEO pay ratio).
Each square is one typical employee's yearly pay; together they add up to the chief executive's. The red square is one employee for scale. Ratios vary a lot between industries: a company with many part-time or overseas workers has a lower middle wage.
“As a result, we estimate that the ratio of the annual total compensation of our current CEO to the annual total compensation of the median employee for fiscal year 2025 was 389 to 1.”
What shareholders vote on
- 1Election of DirectorsShareholders vote on who sits on the board, the people who oversee the managers on their behalf.
- 2Ratification of Appointment of Independent AuditorsShareholders confirm the outside firm that checks the accounts.
- 3Advisory Vote on Named Executive Officer Compensation"Say on pay": shareholders give their view on how the top managers are paid. The vote is advisory, so the board doesn't have to follow it.
Titles as written in the statement. The board's recommendation is shown only where candor found it clearly stated.
Pay next to how the shares did
Since 2022, companies must show their bosses' pay next to how shareholders did. Two pay figures are given: the pay the board set for the year (from the summary pay table), and “compensation actually paid”, which re-values share awards at today's share price, so it rises and falls with the stock and can even be negative. Tap a year.
20212022202320242025
Pay set for the year Actually paid (re-valued)
20212022202320242025
Hershey A group of similar companies it picked
Year to Dec 31, 2025 · chief executive: Michele Buck (former)
Pay set for the chief executive: $32.9M
Actually paid, re-valued: $39.0M
Other top managers, on average: $8.3M
$100 in its shares became: $135 (similar companies: $98)
Profit (net income): $883.0M
The measure it ties pay to (Net Sales): $11.7B
Read straight from the tagged “pay versus performance” table in the proxy statement. The $100 figures assume $100 was invested at the start of the first year shown, with dividends reinvested.