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8-K/A
1
f8ka_08062007.htm
FORM 8K/A DATED AUGUST 6, 2007
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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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______________________________
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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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August
6,
2007
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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/A 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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In
a
Current Report on Form 8-K filed with the Securities and Exchange Commission
(“SEC”) on July 19, 2007, we reported that H. P. Alfonso had been elected to the
office of Senior Vice President, Chief Financial Officer, effective July 16,
2007.
We
are
filing this Amendment No. 1 to the Form 8-K filed July 19, 2007 to report that
the Compensation and Executive Organization Committee of our Board of Directors
(“Committee”), on August 6, 2007, approved changes to Mr. Alfonso’s compensation
and benefits in recognition of his new duties. Mr. Alfonso does not
have an employment agreement. He will be eligible for and participate
in the compensation programs applicable to all of our other executive
officers.
Mr.
Alfonso will receive an annual base salary of $475,000. The
performance objectives applicable to Mr. Alfonso’s Annual Incentive Program
(“AIP”) and Performance Stock Unit awards are the same objectives applicable to
our other executive officers, as described in our proxy statement for our 2007
annual meeting of stockholders (“proxy statement”), filed with the SEC on March
16, 2007.
Mr.
Alfonso also was awarded options to purchase 15,700 shares of our common stock,
$1.00 par value (“Common Stock”), at an exercise price of $46.64, the closing
price of our Common Stock on the date of grant. These options are in
addition to 14,800 options awarded to Mr. Alfonso in April 2007, and are subject
to our standard Terms and Conditions of Non-Qualified Stock Option Awards under
the Equity and Incentive Compensation Plan, previously filed with the
SEC.
Finally,
Mr. Alfonso will be the first executive officer to participate in our defined
contribution supplemental executive retirement plan (“DC SERP”), which is part
of our Deferred Compensation Plan. Under the DC SERP, an account is
established in the Deferred Compensation Plan for each eligible participant
and
credited annually with an amount equal to a percentage of the participant’s
eligible compensation. The account is used to provide retirement
benefits that we are not able to provide under our qualified retirement plans
due to limitations imposed by the Internal Revenue Code. The
Committee established Mr. Alfonso’s annual DC SERP credit at 12% of his annual
base salary and AIP.
All
changes to Mr. Alfonso’s compensation and benefits are effective August 6, 2007,
with the exception of annual base salary and AIP, which are effective July
16,
2007.
As
Chief
Financial Officer, Mr. Alfonso will be required to accumulate and hold Common
Stock having a value equal to three times his annual base salary. Our
minimum stockholding requirements were described in our proxy
statement.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: August
9, 2007
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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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