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November 12, 2007

Hershey Kisses Eight Directors Goodbye

In an effort to push for more improved company performance, The Hershey Company has replaced eight members of its board of directors.

 

At the request of the Hershey Trust, the company’s controlling shareholder, six independent directors resigned from the board as of yesterday: Jon A. Boscia, Robert H. Campbell, Gary P. Coughlan, Harriet Edelman, Mackey J. McDonald, and Marie J. Toulantis.

 

In addition, two directors elected separately by the company’s common stock shareholders - Bonnie G. Hill and Alfred Kely, Jr. - also resigned. 

 

“After careful reflection and consideration of our responsibilities to the Trust, and the best interests of all Hershey Company shareholders, we determined to elect new directors to aggressively pursue addressing the company's business challenges.” -- LeRoy S. Zimmerman, The Hershey Trust.

 

Accompanying the appointment of Kenneth L. Wolf as non-executive chairman, which will take effect on January 1 upon the retirement of current Chairman and CEO Richard H. Lenny, the Trust appointed seven new independent directors:

 

  • Charles A. Davis - Chairman and CEO, Stone Point Capital; Director, Media General, Merchants Bancshares, and Progressive Corp.
  • Edward J. Kelly III – Managing Director, The Carlyle Group; Director, The Hartford Financial Services Group, CSK Corp.
  • Arnold G. Langbo – Director, Johnson & Johnson, Weyerhaeuser, and Whirlpool
  • James E. Nevels – Chairman, The Swarthmore Group; Member, Hershey Trust Company Board and Board of Managers of Milton Hershey School
  • Thomas J. Ridge – President and CEO, Ridge Global LLC; Director, Exelon Corp. and Vonage
  • Charles B. Strauss – Director, The Hartford Financial Services Group and Aegis Group
  • LeRoy S. Zimmerman – Senior Counsel, Eckert Seamans Cherin & Mellot; Chairman, Hershey Trust Company Board; Chairman, Board of Managers of Milton Hershey School; Chairman, Hershey Entertainment & Resorts Company board.

Remaining on the board are Lenny through December 31; David J. West, who will take over as CEO on December 1; and Robert Cavanaugh, a Hershey Trust board member. The moves signal the result of the Trust butting heads with management over the company’s performance.

 

“The Hershey Trust, which is obligated to manage its assets solely for the benefit of Milton Hershey School, a school for children in need, has made clear it has not been satisfied with the Company's recent results,” said Zimmerman in a statement. “After careful reflection and consideration of our responsibilities to the Trust, and the best interests of all Hershey Company shareholders -- and after a due-diligence period in which we investigated and ascertained the considerable interest of best-in-class directors who were eager to work with the Trust to benefit all shareholders -- we determined to elect new directors to aggressively pursue addressing the company's business challenges.”

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