•
		By Internet (www.proxyvote.com)(www.proxyvote.com) – Use the Internet to transmit your voting instructions until 11:59 p.m. EDT on April 27, 2015.May 2, 2017. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions on the website to vote your shares.
		By telephone(800-690-6903) – Submit your vote by telephone until 11:59 p.m. EDT on May 2, 2017. Have your Notice of Internet Availability of Proxy Materials or proxy card available and follow the instructions provided by the recorded message to vote your shares.

If your shares are held instreet name, you cannot vote those shares at the Annual Meeting unless you have a legal proxy from the holder of record. If you plan to attend and vote your street-name shares at the Annual Meeting, you should request a legal proxy from your broker, bank or other holder of record and bring it with you to the Annual Meeting.

If you plan to vote at the Annual Meeting, please pick up a ballot at the designated voting booth upon your arrival. You may then either deposit your ballot in any of the designated

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ballot boxes located inside the meeting room before the meeting begins or submit your ballot to a meeting usher at the time designated during the meeting.Ballots will not be distributed during the meeting. Shares may not be voted after the polls close.

Whether or not you plan to attend the Annual Meeting, we strongly encourage you to vote your shares by proxy prior to the Annual Meeting.

If your shares are held instreet name, you should contact your broker, bank or other holder of record about revoking your voting instructions and changing your vote prior to the Annual Meeting.

If you are eligible to vote at the Annual Meeting, you also can revoke your proxy or voting instructions and change your vote at the Annual Meeting by submitting a written ballot before the polls close.

If any other item is properly presented for a vote at

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If your shares are held instreet name, your broker, bank or other holder of record may vote your shares on certain “routine” matters. The ratification of independent auditors is currently considered to be a routine matter. On this matter, your broker, bank or other holder of record can:

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The other matters you are being asked to vote on are not routine and cannot be voted by your broker, bank or other holder of record without your instructions. When a broker, bank or other holder of record is unable to vote shares for this reason, it is called a “broker non-vote.”

The plan provides you with voting rights based on the number of shares of Common Stock that were constructively invested in your plan account as of the close of business on the Record Date. We originally contributed these shares to the plan on your behalf as matching or supplemental retirement contributions. You may vote these shares in much the same way as registered stockholders vote their shares, but you have an earlier deadline. Your vote must be received by the plan trustee by 11:59 p.m. EDT on April 23, 2015. You may vote these shares by following the instructions provided on the Notice of Internet Availability of Proxy Materials and on the voter website,www.proxyvote.com. If you requested a paper copy of the proxy materials, you also may vote by mail by signing, dating and returning the proxy/voting instruction card included with those materials.

The plan trustee will submit one proxy to vote all shares of Common Stock in the plan. The trustee will vote the shares of participants submitting voting instructions in accordance with their instructions and will vote the shares of Common Stock in the plan for which no voting instructions were received in the same proportion as the final votes of all participants who actually voted. Please note that if you do not submit voting instructions for the shares of Common Stock in your account by the voting deadline, those shares will be included with the other undirected shares and voted by the trustee as described above. Because the trustee submits one proxy to vote all shares of Common Stock in the plan, you may not vote plan shares in person at the Annual Meeting.

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On most matters, the votes of the holders of the Common Stock and Class B Common Stock are counted together. However, there are some matters that must be voted on only by the holders of one class of stock. We will have a quorum for all matters to be voted on at the Annual Meeting if the following number of votes is present, in person or by proxy:

It is possible that we could have a quorum for certain items of business to be voted on at the Annual Meeting and not have a quorum for other matters. If that occurs, we will proceed with a vote only on the matters for which a quorum is present.

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If you mark or vote “abstain” on either Proposal No. 2 or 3, the abstention will have the effect of being counted as a vote “AGAINST” the proposal. Broker non-votes with respect to Proposal Nos. 1, 2 and 3 are not included in vote totals and will not affect the outcome of the vote on those proposals.

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CORPORATE GOVERNANCE

We have a long-standing commitment to good corporate governance practices. Our corporate governance policies and other documents establish the high standards of professional and personal conduct we expect of our Board, members of senior management and all employees, and promote compliance with various financial, ethical, legal and other obligations and responsibilities.

The business activities of the Company are carried out by our employees under the direction and supervision of our President and Chief Executive Officer (“CEO”). The Board is responsible for overseeing these activities. In doing so, each director is required to use his or her business judgment in the best interests of the Company. The Board’s responsibilities include:

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that, along with the charters of the Board committees, provide the basic framework for the Board’s operation and role in the governance of the Company. The guidelines include the Board’s policies regarding director independence, qualifications and responsibilities, access to management and outside advisors, compensation, continuing education, oversight of management succession and stockholding requirements. They also provide a process for directors to annually evaluate the performance of the Board.

The Governance Committee is responsible for overseeing and reviewing the Board’s Corporate Governance Guidelines at least annually and recommending any proposed changes to the Board for approval. The Corporate Governance Guidelines are available on the Investors section of our website atwww.thehersheycompany.com.

Code of Ethical Business Conduct

The Board has adopted a Code of Ethical Business Conduct (the “Code”“Code of Conduct”) that applies to all of our directors, officers and employees worldwide. Adherence to this Code of Conduct assures that our directors, officers and employees are held to the highest standards of integrity. The Code of Conduct covers areas such as conflicts of interest, insider trading and compliance with laws and regulations. The Audit Committee oversees the Company’s communication of, and compliance with, the Code.Code of Conduct. The Code of Conduct, including amendments thereto or waivers granted to a director or officer, if any, can be viewed on the Investors section of our website atwww.thehersheycompany.com.

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Stockholder and Interested Party Communications with Directors

Stockholders and other interested parties may communicate with our directors in several ways. Communications regarding accounting, internal accounting controls or auditing matters may be emailed to the Audit Committee at auditcommittee@hersheys.com or addressed to the Audit Committee at the following address:

Audit Committee

c/o Corporate Secretary

The Hershey Company

100 Crystal A Drive

P.O. Box 810

Hershey, PA 17033-0810

Stockholders and other interested parties also can submit comments, confidentially and anonymously if desired, to the Audit Committee by calling the Hershey Concern Line at(800) 362-8321 or by accessing the Hershey Concern Line website atwww.HersheysConcern.com.

Stockholders and other interested parties may contact any of the independent directors, including the Chairman of the Board,Lead Independent Director, as well as the independent directors as a group, by writing to the specified party at the address set forth above or by emailing the independent directors (or a specific independent director, including the Chairman of the Board)Lead Independent Director) at independentdirectors@hersheys.com. Stockholders and other interested parties may also contact any of the independent directors using the Hershey Concern Line telephone number or website noted above.

Communications to the Audit Committee, any of the independent directors and the Hershey Concern Line are processed by the Office of General Counsel. The Office of General Counsel reviews and summarizes these communications and provides reports to the applicable party on a periodic basis. Communications regarding any accounting, internal control or auditing matter are reported immediately to the Audit Committee, as are allegations about our officers. The Audit Committee will address communications from any interested party in accordance with our Board-approved Procedures for Submission and Handling of Complaints Regarding Compliance Matters, which are available for viewing on the Investors section of our website atwww.thehersheycompany.com. Solicitations, junk mail and obviously frivolous or inappropriate communications are not forwarded to the Audit Committee or the independent directors, but copies are retained and made available to any director who wishes to review them.

Director Independence

The Board, in consultation with the Governance Committee, determines which of our directors are independent. The Board has adopted categorical standards for independence that the Board uses in determining which directors are independent. The Board bases its determination of independence for each director on the more stringent independence standards applicable to Audit Committee members regardless of whether such director serves on the Audit Committee. These standards are contained in the Board’s Corporate Governance Guidelines.

Applying these categorical standards for independence, as well as the independence requirements set forth in the listing standards of the New York Stock Exchange (the “NYSE Rules”) and the rules and regulations of the Securities and Exchange Commission (“SEC”), the Board determined that the following directors recommended for election at the Annual Meeting are independent: Pamela M. Arway, Robert F. Cavanaugh,James W. Brown, Charles A. Davis, Mary Kay Haben, M. Diane Koken, Robert M. Malcolm, James M. Mead, James E. Nevels, Anthony J. Palmer, Thomas J. Ridge and David L. Shedlarz. The Board determined that John P. Bilbrey is not independent because he served as an executive officer of the Company until March 1, 2017, and that Michele G. Buck is not independent because she is an executive officer of the Company.

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In making its independence determinations, the Board, in consultation with the Governance Committee, reviewed the direct and indirect relationships between each director and the Company and its subsidiaries, as well as the compensation and other payments each director received from or made to the Company and its subsidiaries.

In making its independence determinations with respect to Ms. Koken and Messrs. Cavanaugh,Brown and Mead, and Nevels, the Board considered each of their roles as independentcurrent members of the board of directors of Hershey Trust Company and the board of managers (governing body) of Milton Hershey School, as well as certain transactions the Company had or may have with these entities.

Hershey Trust Company, as trustee for the trust established by Milton S. and Catherine S. Hershey that has as its sole beneficiary Milton Hershey School (such trust, the “Milton Hershey School Trust”), is our controlling stockholder. Hershey Trust Company is in turn owned by the Milton Hershey School Trust. As such, Hershey Trust Company, Milton Hershey School, the Milton Hershey School Trust and companies owned by the Milton Hershey School Trust are considered affiliates of the Company under SEC rules. During 2014,2016, we had a number of transactions with Hershey Trust Company, Milton Hershey School and companies owned by the Milton Hershey School Trust involving the purchase and sale of goods and services in the ordinary course of business and the leasing of real estate at market rates. We have outlined these transactions in greater detail in the section entitled “Certain Transactions and Relationships,Relationships.” beginning on page 75. We have provided information about Company stock owned by Hershey Trust Company, as trustee for the Milton Hershey School Trust, and by Hershey Trust Company for its own investment purposes beginning on page 34.in the section entitled “Information Regarding Our Controlling Stockholder.”

Ms. Koken and Messrs. Cavanaugh,Brown and Mead and Nevels do not receive any compensation from The Hershey Company, from Hershey Trust Company or from Milton Hershey School other than compensation they receive or will receive in the ordinary course as members of the board of directors or board of managers of each of those entities.entities, as applicable. In addition, Ms. Koken and Messrs. Cavanaugh,Brown and Mead and Nevels do not participate in Board decisions in connection with the Company’s transactions with Hershey Trust Company, Milton Hershey School and companies owned by the Milton Hershey School Trust. The Board therefore concluded that the positions Ms. Koken and Messrs. Cavanaugh,Brown and Mead and Nevels have as members of the board of directors of Hershey Trust Company and the board of managers of Milton Hershey School do not impact their independence.

Director Nominations

The Governance Committee is responsible for identifying and recommending to the Board candidates for Board membership. As our controlling stockholder, Hershey Trust Company, as trustee for the Milton Hershey School Trust, also may from time to time recommend to the Governance Committee, or elect outright, individuals to serve on our Board.

In administering its responsibilities, the Governance Committee has not adopted formal selection procedures, but instead utilizes general guidelines that allow it to adjust the selection process to best satisfy the objectives established for any director search. The Governance Committee considers director candidates recommended by any reasonable source, including current directors, management, stockholders (including Hershey Trust Company, as trustee for the Milton Hershey School Trust) and other sources. The Governance Committee evaluates all director candidates in the same manner, regardless of the source of the recommendation. The Governance Committee has established a policy that it will not recommend a candidate to the full Board until all members of the Governance Committee have interviewed and approved the candidate for nomination.

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Occasionally, the Governance Committee engages a paid third-party consultant to assist in identifying and evaluating director candidates. The Governance Committee has sole authority

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under its charter to retain, compensate and terminate these consultants. No such third-party consultants were engaged byIn 2016, the Governance Committee retained Egon Zehnder to assist in 2014.identifying potential future director candidates as several current directors approach their 72^nd birthday.

Stockholders desiring to recommend or nominate a director candidate must comply with certain procedures. If you are a stockholder and desire to nominate a director candidate at the 20162018 Annual Meeting of Stockholders of the Company, you must comply with the procedures for nomination set forth in the section entitled “Information Regarding the 20162018 Annual Meeting of Stockholders,Stockholders.” beginning on page 78. Stockholders who do not intend to nominate a director at an annual meeting may recommend a director candidate to the Governance Committee for consideration at any time. Stockholders desiring to do so must submit their recommendation in writing to The Hershey Company, c/o Corporate Secretary, 100 Crystal A Drive, Hershey, Pennsylvania 17033-0810, and include in the submission all of the information that would be required if the stockholder nominated the candidate at an annual meeting. The Governance Committee may require the nominating stockholder to submit additional information before considering the candidate.

There were no changes to the procedures relating to stockholder nominations during 2014,2016, and there have been no changes to such procedures to date in 2015.2017. These procedural requirements are intended to ensure the Governance Committee has sufficient time and a basis on which to assess potential director candidates and are not intended to discourage or interfere with appropriate stockholder nominations. The Governance Committee does not believe that these procedural requirements subject any stockholder or proposed nominee to unreasonable burdens. The Governance Committee and the Board reserve the right to change the procedural requirements from time to time and/or to waive some or all of the requirements with respect to certain nominees, but any such waiver shall not preclude the Governance Committee from insisting upon compliance with any and all of the above requirements by any other recommending stockholder or proposed nominees.

THE BOARD OF DIRECTORS

General Oversight

The Board has general oversight responsibility for the Company’s affairs. Although the Board does not have responsibility forday-to-day management of the Company, Board members stay informed about the Company’s business through regular meetings, site visits and other periodic interactions with management. The Board is deeply involved in the Company’s strategic planning process. The Board also plays an important oversight role in the Company’s leadership development and succession planning processes.

Composition

The Board is currently comprised of 1112 members, each serving aone-year term that expires at the Annual Meeting. Ten of the 1112 director nominees are considered independent under the NYSE Rules and the Board’s Corporate Governance Guidelines.

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Leadership Structure

The Company’s governance documents provide the Board with flexibility to select the leadership structure that is most appropriate for the Company and its stockholders. The Board regularly evaluates its governance structure and has concluded that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Chairman of the Board and CEO. This approach allows the Board to exercise its business judgment in determining the most appropriate leadership structure in light of the current facts

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and circumstances facing the Company, including the composition and tenure of the Board, the tenure of the CEO, the strength of the Company’s management team, the Company’s recent financial performance, the Company’s current strategic plan and the current economic environment, among other factors. At various times during

Throughout 2016, John P. Bilbrey served as our Chairman of the Company’s history,Board and CEO. The Board believed that combining the roles of Chairman of the Board and CEO have been combined. Atunder Mr. Bilbrey’s leadership was in the best interests of the Company and its stockholders for several reasons:

Effective March 1, 2017, the Board split the roles of Chairman of the Board and CEO, with Michele G. Buck assuming responsibility as President and CEO and Mr. Bilbrey transitioning to the role ofNon-Executive Chairman of the Board. The Board believes this leadership structure is the most appropriate at this time as it enables the roles are held by separate individuals.Company to continue to leverage Mr. Bilbrey’s knowledge of the Company and his expertise in Board governance and operations while allowing Ms. Buck to focus on her new responsibilities as CEO.

Currently, John P.The Board also recognizes the importance of strong independent Board leadership. Although no longer serving as an executive officer of the Company, the Board has determined that Mr. Bilbrey servesis not independent at this time due to his prior service as our CEO,CEO. For that reason, James E. Nevels continues to serve as Lead Independent Director, a position he has held since May 2011. In this role, Mr. Bilbrey is responsible for managing the day-to-day operations of the Company and for planning, formulating and coordinating the development and execution of our corporate strategy, policies, goals and objectives. He also serves as the primary liaison between the Board and Company management. Mr. Bilbrey is accountable for Company performance and reports directly to the Board.

James E. Nevels hasApril 2, 2015. Having previously served as Chairman of the Board sincefrom February 2009. In this role,2009 until his appointment as Lead Independent Director, Mr. Nevels’s service helps ensure continuity of independent Board leadership as well as effective communication between the CEO, the Chairman of the Board, and the independent directors.

Under the terms of the Board’s Corporate Governance Guidelines, the Lead Independent Director’s responsibilities include the following:

Communicating

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The Board has determined that Mr. Nevels is an independent member of the Board under the NYSE Rules and the Board’s Corporate Governance Guidelines.

Finally,Mr. Nevels is not standing forre-election as a director at the Annual Meeting. Pursuant to the terms of the Board’s Corporate Governance Guidelines, the independent directors are currently considering potential candidates from among the other independent members of the Board to replace Mr. Nevels as Lead Independent Director upon expiration of his term.

In addition to the Lead Independent Director role, the Board has established five standing committees to assist with its oversight responsibilities: (1) the Audit Committee; (2) the Compensation and Executive Organization Committee;Committee (“Compensation Committee”); (3) the Finance and Risk Management Committee; (4) the Governance Committee; and (5) the Executive Committee. Each of these committeesthe Audit Committee, the Compensation Committee, the Finance and Risk Management Committee, and the Governance Committee is comprised entirely of independent directors. Finally, Mr. Mead is a direct representative of the Company’s largest stockholder. This composition of our Board helps to ensure that boardroom discussions reflect the views of management, our independent directors and our stockholders.

Board Role in Risk Oversight

Our Board takes an active role in risk oversight. While management is responsible for identifying, evaluating, managing and mitigating the Company’s exposure to risk, it is the Board’s responsibility to oversee the Company’s risk management process and to ensure that management is taking appropriate action to identify, manage and mitigate key risks. The Board administers its risk oversight responsibilities both through active review and discussion of key risks facing the Company and by delegating certain risk oversight responsibilities to committees for further consideration and evaluation.

In August 2009, the Board established the Finance and Risk Management Committee. This Committeecommittee was established, in part, to enhance the Board’s oversight of how senior management manages the material risks facing the Company.

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The following table summarizes the role of the Board and each of its committees in overseeing risk:

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The decision to administer the Board’s oversight responsibilities in this manner has a keyan important effect on the Board’s leadership and committee structure, described in more detail above. The Board believes that its structure – including a strong Lead Independent Director, 10 of 1112 independent directors and key committees comprised entirely of independent directors – helps to ensure that key strategic decisions made by senior management, up to and including the CEO, are reviewed and overseen by independent directors of the Board.

Experiences, Skills and Qualifications

The Governance Committee works with the Board to determine the appropriate characteristics, skills and experiences forthat should be possessed by the Board as a whole as well as its individual members. While the Governance Committee has not established minimum criteria for director candidates, in general, the Board seeks individuals with skills and backgrounds that will complement those of other directors and maximize the diversity and effectiveness of the Board as a whole.

In addition, the Board’s Corporate Governance Guidelines describe the general experiences, qualifications, attributes and skills sought by the Board of any director nominee, including:

The Board seeks individuals having knowledge and experience in such disciplines as finance, international business, marketing, mergers and acquisitions, supply chain management, information technology, human resources and consumer products. The Board also seeks individuals who bring unique and varied perspectives and life experiences to the Board. As such, the Governance Committee assists the Board by recommending prospective director candidates who will enhance the overall diversity of the Board. The Board views diversity broadly, taking into consideration the age, professional experience, race, education, gender and other attributes of its members. In addition, the Board’s Corporate Governance Guidelines describe the general experiences, qualifications, attributes and skills sought by the Board of any director nominee, including:

In addition to evaluating new director candidates, the Governance Committee regularly assesses the composition of the Board in order to ensure it reflects an appropriate balance of knowledge, skills, expertise, diversity and independence. As part of this assessment, each director is asked to identify and assess the particular experiences, skills and other attributes that qualify him or her to serve as a member of the Board. Based on the most recent assessment of the Board’s composition completed in December 2014,February 2017, the Governance Committee and the Board have determined that, in light of the Company’s current business structure and strategies, the Board has an appropriate mix of director experiences, skills, qualifications and backgrounds.

A description of the most relevant experiences, skills, attributes and qualifications that qualify each director nominee to serve as a member of the Board is included in his or her biography.

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MEETINGS AND COMMITTEES OF THE BOARD

Meetings of the Board of Directors and Director Attendance at Annual Meeting

The Board held seven13 meetings in 2014.2016. Each director attended at least 85%83% of all of the meetings of the Board and committees of the Board on which he or she served in 2014.2016. Average attendance for all of these meetings equaled 97%94%.

In addition, the independent directors meet regularly in executive session at every Board meeting and at other times as the independent directors deem necessary. These meetings allow the independent directors to discuss important issues, including the business and affairs of the Company as well as matters concerning management, without any member of management present. Each executive session is chaired by Mr. Nevels, the ChairmanLead Independent Director. In the absence of the Board. In the Chairman’s absence,Lead Independent Director, executive sessions are chaired by an independent director assigned on a rotating basis. Members of the Audit Committee, Compensation and Executive Organization Committee, Finance and Risk Management Committee, Governance Committee and ExecutiveGovernance Committee also meet regularly in executive session.

Directors are expected to attend our annual meetings of stockholders. All 11Ten of the eleven directors that were standing for election at the 20142016 Annual Meeting of Stockholders of the Company attended that meeting.

Committees of the Board

The Board has established five standing committees. Membership on each of these committees, as of February 27, 2015,March 6, 2017, is shown in the following chart:

Audit      Name		Compensation and Executive Organization      Audit		Compensation     and Executive     Organization		Finance and     Risk Management		Governance		Executive
Pamela M. Arway		Robert F. Cavanaugh+						Chair
John P. Bilbrey										Chair
Robert F. Cavanaugh
Pamela M. Arway+Charles A. Davis		Pamela M. Arway
Charles A. Davis+ Chair
Mary Kay Haben		Robert M. Malcolm		Robert F. Cavanaugh		Robert F. Cavanaugh
James M. Mead
Robert M. Malcolm		Anthony J. Palmer
James M. Mead		Charles A. Davis		Chair
James E. Nevels				*		*
Anthony J. Palmer
Thomas J. Ridge		James E. Nevels		James E. Nevels+
David L. Shedlarz		David L. Shedlarz+		Thomas J. Ridge		David L. ShedlarzChair

+

Committee ChairMember

*

Ex-Officio

All directors, including committee chairs, served on the respective committees listed above throughout 2014. 2016.

The Board’s Corporate Governance Guidelines require that every member of the Audit Committee, Compensation and Executive Organization Committee, Finance and Risk Management Committee, and Governance Committee be independent.

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The Board may also from time to time establish committees of limited duration for a special purpose. No such committees wereIn 2016, the Board established a special committee to oversee the Company’s CEO search process. This special committee was chaired by Ms. Arway and included Ms. Haben and Messrs. Malcolm, Mead, Nevels and Shedlarz as members. The special committee met four times in 2014.2016.

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The table below identifies the number of meetings held by each standing committee in 2014,2016, provides a brief description of the duties and responsibilities of each committee, and provides general information regarding the location of each committee’s charter:

•       Audit Committee report begins on page 36.

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PROPOSAL NO. 1 – ELECTION OF DIRECTORS

The first proposal to be voted on at the Annual Meeting is the election of 1112 directors. If elected, the directors will hold office until the 20162018 Annual Meeting of Stockholders of the Company or until their successors are elected and qualified.

Election Procedures

We have two classes of common stock outstanding: Common Stock and Class B Common Stock. Under our certificate of incorporation andby-laws:

With respect to the nominees to be elected by the holders of the Common Stock and the Class B Common Stock voting together, the nine nominees receiving the greatest number of votes of the Common Stock and Class B Common Stock will be elected as directors. With respect to the nominees to be elected by the holders of the Common Stock voting separately as a class, the two nominees receiving the greatest number of votes of the Common Stock will be elected as directors.

The Board’s Corporate Governance Guidelines provide that directors will generally not be nominated forre-election after their 72^nd birthday. All of the directors standing for election at the 20152017 Annual Meeting satisfied the applicable age requirement at the time of their nomination.

All nominees for election as director have indicated their willingness to serve if elected. If a nominee becomes unavailable for election for any reason, the proxies will have discretionary authority to vote for a substitute.

Nominees for Director

The Board unanimously recommends the following nominees for election at the 20152017 Annual Meeting, each of whom is currently a member of the Board.Meeting. These nominees were recommended to the Board by the Governance Committee. In making its recommendation, the Governance Committee considered the experience, qualifications, attributes and skills of each nominee, as well as each director’s past performance on our Board, as reflected in the Governance Committee’s annual evaluation of Board and individual directorcommittee performance. This evaluation considers, among other things, each director’s individual contributions to the Board, the director’s ability to work collaboratively with other directors and the effectiveness of the Board as a whole.

Mr. Nevels, the current Lead Independent Director, and Mr. Cavanaugh are not standing forre-election at the Annual Meeting.

On the following pages, we provide certain biographical information about each nominee for director, as well as information regarding the nominee’s specific experience, qualifications, attributes and skills that qualify him or her to serve as a director and as a member of the committee(s) of the Board on which the individualnominee serves.

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PAMELA M. ARWAY                                                                             Director since May 2010, Age 61

Ms. Arway formerly served in a number of capacities with the American Express Company, Inc., a global payments, network and travel company, and its subsidiaries. From October 2005 to January 2008, she was President, Japan/Asia Pacific/Australia Region, American Express International, Inc. From December 2004 to October 2005, she served as Chief Executive Officer, American Express Australia Ltd. From July 2000 to December 2004, she was Executive Vice President and General Manager, Corporate Travel North America, American Express Company, Inc. She has been a director of Iron Mountain Incorporated since May 2014 and a director of DaVita HealthCare Partners, Inc. since July 2009. Ms. Arway holds a bachelor’s degree in languages from Memorial University of Newfoundland and a Masters of Business Administration degree from Queen’s University, Kingston, Ontario, Canada.

Throughout her 21-year career with American Express Company, Inc., Ms. Arway gained experience in the areas of finance, marketing, international business, government affairs, consumer products and human resources. She is a significant contributor to the Board in each of these areas.

Committee Memberships: Governance (Chair); Audit; Executive

JOHN P. BILBREY                                                                                 Director since June 2011, Age 58

Mr. Bilbrey is President and Chief Executive Officer of The Hershey Company, a position he has held since May 17, 2011. From November 2010 to May 2011, Mr. Bilbrey was Executive Vice President, Chief Operating Officer, and from December 2007 until November 2010, he was Senior Vice President, President Hershey North America. From November 2005 to December 2007, he was Senior Vice President, President International Commercial Group, and was Senior Vice President, President Hershey International from November 2003 until November 2005. Prior to joining Hershey, Mr. Bilbrey held executive positions at Mission Foods and Danone Waters of North America, Inc., a division of Groupe Danone, responsible for all operations of Groupe Danone’s North American water division. He also served in positions of increasing responsibility in the United States as well as numerous international assignments during his 22 years at The Procter & Gamble Company. Mr. Bilbrey has been a director of Colgate-Palmolive Company since March 2015 and a director of McCormick & Company, Incorporated since November 2005. He holds a bachelor’s degree in psychology from Kansas State University.

As our President and Chief Executive Officer, Mr. Bilbrey is responsible for day-to-day global operations and commercial activities and has a thorough and comprehensive knowledge of all aspects of the Company’s business. He has extensive experience in the consumer packaged goods and fast-moving consumer goods categories in the United States and international markets and has the benefit of having served as both a Chief Executive Officer and Chief Operating Officer of the Company. His leadership within the Company, as well as his extensive industry and international experience, make Mr. Bilbrey a key contributor to the Board on a wide range of issues. His presence in the boardroom also ensures efficient communication between the Board and Company management.

Committee Memberships: None

ROBERT F. CAVANAUGH Director since October 2003, Age 56 Mr. Cavanaugh is Chairman of the board of directors of Hershey Trust Company and the board of managers of Milton Hershey School. He served as Chief Executive Officer of ValueRock Investment Partners, an owner/operator of retail real estate properties located throughout the western United States, from January 2013 to February 2014. From October 2011 to January 2013, Mr. Cavanaugh was Chief Investment Officer of Vestar Development Company, a privately held retail real estate operating company in the western United States. From October 1999 to October 2011, he was Managing Director of DLJ Real Estate Capital Partners, a global real estate private equity firm. Prior to joining DLJ Real Estate Capital Partners, Mr. Cavanaugh held positions with Deutsche Bank Securities (where he founded and oversaw that firm’s real estate investment banking effort on the West Coast), Goldman, Sachs & Co. and LaSalle Partners. Mr. Cavanaugh holds a bachelor’s degree in economics,cum laude, from the Wharton School of the University of Pennsylvania and a Masters of Business Administration degree from Harvard Business School where he earned academic honors. As one of three representatives of Hershey Trust Company and Milton Hershey School currently serving on our Board, Mr. Cavanaugh, a 1977 graduate of Milton Hershey School, brings unique perspectives to our Board not only as a representative of our largest stockholder, but also of the school that is its sole beneficiary. He also brings experience in investment banking, finance, real estate and risk management. Committee Memberships: Compensation and Executive Organization (Chair); Finance and Risk Management; Governance; Executive November 2007 Age68 Board Committees •  Audit (Chair) •  Executive		CHARLES A. DAVIS Chief Executive Officer, Stone Point Capital LLC, a global private equity firm (June 2005 to present) QUALIFICATIONS, ATTRIBUTES AND SKILLS Having served in the fields of investment banking and private equity for more than 40 years, Mr. Davis brings extensive experience in finance, investment banking and real estate to our Board, which is of particular importance in his role as chair of the Audit Committee. His experience as a leader in international business allows him to bring important insights to the Board as the Company continues to focus on its international footprint.
		PREVIOUS BUSINESS EXPERIENCE •   MMC Capital, Inc., the private equity business of Marsh & McLennan Companies, Inc.: ¡   Chairman (January 2002 to May 2005) ¡   Chief Executive Officer (January 1999 to May 2005) ¡   President (April 1998 to December 2002)		CURRENT PUBLIC AND OTHER KEY DIRECTORSHIPS •   AXIS Capital Holdings Limited (November 2001 to present) •   The Progressive Corporation (October 1996 to present) EDUCATION •   Bachelor’s degree from the University of Vermont •   Masters of Business Administration degree from Columbia University Graduate School of Business

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CHARLES A. DAVIS                                                                     Director since November 2007, Age 66

Mr. Davis is Chief Executive Officer of Stone Point Capital LLC, a global private equity firm. He has held that position since June 2005 when the firm was established. Prior to that, Mr. Davis was with MMC Capital, Inc., the private equity business of Marsh & McLennan Companies, Inc., serving as President from April 1998 to December 2002, Chief Executive Officer from January 1999 to May 2005 and Chairman from January 2002 to May 2005. He also served as a Vice Chairman of Marsh & McLennan Companies, Inc., a global professional services firm and the parent of MMC Capital, Inc., from September 1999 to May 2005. Prior to joining MMC Capital, Inc. in 1998, Mr. Davis spent 23 years at Goldman, Sachs & Co. where he served as head of Investment Banking Services worldwide, co-head of the Americas Group, head of the Financial Services Industry Group, a member of the International Executive Committee and a General Partner. Mr. Davis has been a director of AXIS Capital Holdings Limited since November 2001 and a director of The Progressive Corporation since October 1996. Mr. Davis holds a bachelor’s degree from the University of Vermont and a Masters of Business Administration degree from Columbia University Graduate School of Business.

Having served in the fields of investment banking and private equity for more than 40 years, Mr. Davis brings extensive experience in finance, investment banking and real estate to our Board, which is of particular importance in his role as chair of the Audit Committee. His experience as a leader in international business allows him to bring important insights to the Board as the Company continues to expand its international footprint.

Committee Memberships: Audit (Chair); Executive

MARY KAY HABEN                                                                           Director since August 2013, Age 58

Ms. Haben retired in February 2011 as President, North America of Wm. Wrigley Jr. Company, a leading confectionery company, a position she had held since October 2008. From April 2007 to October 2008, she was Wrigley’s Group Vice President and Managing Director, North America. Prior to joining Wrigley, Ms. Haben enjoyed a 27-year career with Kraft Foods, Inc., a grocery manufacturing and processing conglomerate, where she held several key positions, including Group Vice President, Kraft Foods and President, Cheese, Enhancers and Meals from 2001 to 2004; Senior Vice President, Global Snack Sector from 2004 to 2006; and Senior Vice President, Open Innovation from 2006 to 2007. She has been a director of Bob Evans Farms, Inc. since August 2012, where she currently serves as Non-Executive Chair of the Board. She has also served as a trustee of Equity Residential since July 2011. Ms. Haben holds a bachelor’s degree,magna cum laude, in business administration from the University of Illinois and a Masters of Business Administration degree in marketing from the University of Michigan, Ross School of Business.

Throughout her 33-year career, Ms. Haben gained extensive experience managing businesses in the consumer packaged goods industry and developed a track record of growing brands and developing new products. Her knowledge of and ability to analyze the overall consumer packaged goods industry, evolving market dynamics and consumers’ relationships with brands make her a valuable contributor to the Board and the Company.

Committee Memberships: Compensation and Executive Organization

ROBERT M. MALCOLM                                                             Director since December 2011, Age 62

Mr. Malcolm is one                               One of two directors nominated for election by the holders of the Common Stock voting separately as a class. He retired in December 2008 as President, Global Marketing, Sales & Innovation of Diageo PLC, a leading premium drinks company, a position he had held since June 2002. Prior to joining Diageo, Mr. Malcolm spent 24 years at The Procter & Gamble Company in positions of increasing responsibility, departing in June 1999 as Vice President, General Manager, Beverages Europe, Middle East, Africa. Mr. Malcolm serves on the board of directors of the American Marketing Association and on the advisory board of Just Marketing, Inc. and is a senior advisor to Boston Consulting Group. He was formerly a director of Logitech International S.A. from June 2007 to September 2010. Mr. Malcolm holds a bachelor’s degree in marketing and a Masters of Business Administration degree in marketing, both from the University of Southern California.

Mr. Malcolm is a globally recognized expert in strategic marketing and is currently Executive in Residence, Center for Customer Insight and Marketing Solutions, McCombs School of Business, University of Texas. He brings to the Board significant experience in international business and in the marketing and sales of consumer products, including consumer packaged goods and fast-moving consumer goods.

Committee Memberships: Compensation and Executive Organization; Finance and Risk Management

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JAMES M. MEAD                                                                                      Director since April 2011, Age 69

Mr. Mead is a director and the non-executive president of Hershey Trust Company and a member of the board of managers of Milton Hershey School. He is the founder and President of JM Mead, LLC, an economic advisory firm serving the health care industry, a position he has held since July 2004. He has also served as a venture partner in Radius Ventures, LLC, a venture capital firm focused on leading-edge health and life sciences companies, since June 2005. Mr. Mead serves on the board of directors of several privately held health care and health care technology firms. He also serves as Vice Chairman of the Board of Capital BlueCross, a full-service managed-care and health insurance provider, after having served as its President and Chief Executive Officer from 1984 to 2004. Mr. Mead was a member of the board of directors of the Federal Reserve Bank of Philadelphia from 1991 to 1996 and served as its Chairman from 1994 until 1996. He is actively involved in other professional and community board activities, including as board member and treasurer of the North American branch of the International Life Sciences Institute, Washington, D.C. Mr. Mead holds a bachelor’s degree in economics and a Masters of Arts degree in economics from The Pennsylvania State University.

One of three representatives of Hershey Trust Company and Milton Hershey School serving on our Board, in addition to bringing to our Board the perspectives of our largest stockholder, Mr. Mead brings extensive experience in finance, marketing, insurance, information technology and risk management. Having served as a chief executive officer for 20 years, Mr. Mead also brings considerable leadership experience to the boardroom.

Committee Memberships: Audit; Governance

JAMES E. NEVELS         Director since November 2007, Chairman since February 2009, Age 63

Mr. Nevels is a director of Hershey Trust Company and a member of the board of managers of Milton Hershey School. He is Chairman of The Swarthmore Group, an investment-advisory firm, which he founded in 1991. In 2004, he was appointed by the President of the United States to a three-year term on the advisory committee to the Pension Benefit Guaranty Corporation, where he served as Chairman from 2005 to 2007. He has been a member of the board of directors of the Federal Reserve Bank of Philadelphia since January 2010, and served as its Deputy Chairman from January 2012 until his appointment as Chairman in January 2014. Mr. Nevels has served as a director of First Data Corporation since November 2014 and as a director of MeadWestvaco Corporation since June 2014. He was formerly a director of Tasty Baking Company from May 2005 to May 2011. He holds a bachelor’s degree,cum laude and Phi Beta Kappa, in political science and philosophy from Bucknell University, a Masters of Business Administration degree from the Wharton School of the University of Pennsylvania and a Juris Doctor degree from the University of Pennsylvania Law School.

As Chairman of the Board and one of three representatives of Hershey Trust Company and Milton Hershey School serving on our Board, Mr. Nevels is uniquely positioned to help ensure that boardroom discussions reflect the views of management, the independent directors and our stockholders. He also brings extensive financial and leadership experience to our Board.

Committee Memberships: Executive (Chair); Audit; Governance

ANTHONY J. PALMER                                                                       Director since April 2011, Age 55

Mr. Palmer is one of two directors nominated for election by the holders of the Common Stock voting separately as a class. He is President of Global Brands and Innovation at Kimberly-Clark Corporation, a manufacturer and marketer of various personal care and health care products worldwide, a position he has held since April 2012. He previously served as Senior Vice President and Chief Marketing Officer of Kimberly-Clark Corporation from October 2006 to March 2012. From June 2002 to September 2006, he worked at the Kellogg Company and was a member of the Worldwide Leadership Team of Kellogg Company beginning in February 2003. Prior to joining Kellogg Company, Mr. Palmer held various positions of significant responsibility in the consumer products field, including marketing and general management positions with the Minute Maid division of the Coca-Cola Company USA and as region director for Coca-Cola in Austral-Asia. He holds a bachelor’s degree in business marketing from Monash University in Melbourne, Australia, and a Masters of Business Administration degree, with distinction, from the International Management Institute, Geneva, Switzerland.

Having spent most of his professional career in the consumer packaged goods industry, Mr. Palmer brings to our Board substantial experience and insight in several key strategic areas for the Company, including fast-moving consumer packaged goods, international business, marketing and human resources.

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Director since November 2007 Age71 Board Committees •   Finance and Risk  Management •   THOMAS J. RIDGE                                                                       Director since November 2007, Age 69 Mr. Ridge is Chief Executive Officer of Ridge Global, LLC, a global strategic consulting company, a position he has held since July 2006. In March 2014, Mr. Ridge co-founded Ridge Schmidt Cyber (provider of strategic services to companies in the area of cyber security) with Howard Schmidt. In April 2010, Mr. Ridge also became a partner in Ridge Policy Group, a bipartisan, full-service government affairs and issue management group. From April 2005 to July 2006, he was President and Chief Executive Officer of Thomas Ridge LLC. From October 2001 to February 2005, Mr. Ridge was Secretary of the U.S. Department of Homeland Security. Prior to that, Mr. Ridge served as Governor of Pennsylvania from 1995 to 2001. Mr. Ridge has been a director of Chart Acquisition Corp. since July 2011 and a director of LifeLock, Inc. since March 2010. He was a director of FS Investment Corporation from November 2011 to February 2014. He also previously served as a director of Exelon Corporation, Brightpoint, Inc., Geospatial Holdings, Inc., Vonage Holdings Corp. and The Home Depot, Inc. Mr. Ridge holds a bachelor’s degree,cum laude, from Harvard University and a Juris Doctor degree from The Dickinson School of Law of The Pennsylvania State University. Mr. Ridge’s background and experiences are invaluable to our Board. As Chief Executive Officer of Ridge Global, he leads a team of international experts that helps businesses and governments address issues such as risk management, global trade security, technology integration and crisis management. As a partner in Ridge Policy Group, he provides strategic advice to clients to assist them in navigating the complexities of state and local government and raising awareness of their products and services that are relevant to government markets. As twice-elected Governor of Pennsylvania, he earned a reputation for high standards and results and championed issues such as health care and the environment. As Secretary of the Department of Homeland Security, he formed a new agency from 22 agencies employing more than 180,000 employees. Committee Memberships: Finance and Risk Management; Governance		THOMAS J. RIDGE Chairman, Ridge Global, LLC, a global strategic consulting company (August 2015 to present) QUALIFICATIONS, ATTRIBUTES AND SKILLS Mr. Ridge’s background and experiences are invaluable to our Board. As Chairman of Ridge Global, LLC, he leads a team of international experts that helps businesses and governments address issues such as risk management, global trade security, technology integration and crisis management. As a partner in Ridge Policy Group, he provides strategic advice to clients to assist them in navigating the complexities of state and local government and raising awareness of their products and services that are relevant to government markets. As twice-elected Governor of Pennsylvania, he earned a reputation for high standards and results and championed issues such as health care and the environment. As Secretary of the Department of Homeland Security, he formed a new agency from 22 agencies employing more than 180,000 employees.
		ADDITIONAL POSITIONS •   Co-founder (with Howard Schmidt), Ridge Schmidt Cyber, a provider of strategic services to companies in the area of cyber security (March 2014 to present) •   Partner, Ridge Policy Group, a bipartisan, full-service government affairs and issue management group (April 2010 to present) PREVIOUS BUSINESS EXPERIENCE •   Chief Executive Officer, Ridge Global, LLC (July 2006 to July 2015) •   Secretary, U.S. Department of Homeland Security (October 2001 to February 2005) •   Governor, Pennsylvania (1995 to 2001) CURRENT PUBLIC AND OTHER KEY DIRECTORSHIPS •   Advaxis, Inc. (August 2015 to present) •   Safety Quick Lighting & Fans Corp. (November 2014 to present) •   LifeLock, Inc. (March 2010 to present)		PAST PUBLIC COMPANY BOARDS •   Chart Acquisition Corp. (July 2011 to August 2015) •   FS Investment Corporation (November 2011 to February 2014) •   Exelon Corporation (May 2005 to October 2013) •   Brightpoint, Inc. (September 2009 to October 2012) •   Geospatial Holdings, Inc. (April 2010 to May 2012) �� EDUCATION •   Bachelor’s degree,cum laude, from Harvard University •   Juris Doctor degree from The Dickinson School of Law of The Pennsylvania State University

DAVID L. SHEDLARZ                                                                       Director since August 2008, Age 66

Mr. Shedlarz retired as Vice Chairman of Pfizer Inc., a pharmaceutical, consumer and animal products health company, a position he held from July 2005 until his retirement in December 2007. From January 1999 to July 2005, Mr. Shedlarz was Pfizer’s Executive Vice President and Chief Financial Officer. Mr. Shedlarz spent the majority of his professional career with Pfizer. Mr. Shedlarz has been a director of Pitney Bowes, Inc. since May 2001 and a member of the Teachers Insurance and Annuity Association Board of Trustees since March 2007. Mr. Shedlarz holds a bachelor’s degree in economics and mathematics from Oakland/Michigan State University and a Masters of Business Administration degree in finance and accounting from the New York University, Leonard N. Stern School of Business.

At the time of his retirement in 2007, Mr. Shedlarz was responsible for operations including the animal health business, finance, accounting, strategic planning, business development, global sourcing, manufacturing, information systems and human resources, skills that are particularly valuable to the Board given his role as chair of the Finance and Risk Management Committee. Mr. Shedlarz also brings to our Board considerable international business and leadership experience he gained while at Pfizer.

Committee Memberships: Finance and Risk Management (Chair); Compensation and Executive Organization; Executive

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NON-EMPLOYEE DIRECTOR COMPENSATION

The Hershey Company Directors’ Compensation Plan

We maintain a Directors’ Compensation Plan that is designed to:

Directors who are employees of the Company receive no additional compensation for their service on our Board. Mr. Bilbrey, our current President and CEO,Chairman of the Board, is the only employee of the Company who also served as a director during 20142016 and thus received no additional compensation for his Board service.

The Board targetsnon-employee director compensation at the 50^th percentile of compensation paid to directors at a peer group of companies we call the Compensation2016 Peer Group. Information about the Compensation2016 Peer Group is included on page 46 ofin the section entitled “Setting Compensation” in the Compensation Discussion & Analysis. Each year, with the assistance of the Compensation and Executive Organization Committee and that committee’sthe Compensation Committee’s compensation consultant, the Board reviews the compensation paid to directors at companies in the Compensation Peer Groupcurrent peer group to determine whether any changes tonon-employee director compensation are warranted.

As a result of its review in December 2013,2015, the Board determined that no changes to increase the annual retainer paid to non-employee directors (other than the Chairman of the Board) from $90,000 to $100,000 and to increase the value of the annual restricted stock unit (“RSU”) award for all non-employee directors from $120,000 to $135,000. All other elements of non-employee director compensation remained unchangedwere warranted for 2014. 2016.

Accordingly, compensation paid tonon-employee directors in 20142016 was as follows:

The Board completed its annual review ofnon-employee director compensation in December 20142016 and determined that nothe following changes to any of the compensation elements were warranted for 2015.2017 to ensure that the program remains aligned to the 50^th percentile of compensation paid to directors from our 2016 Peer Group. The Board elected to increase the annual RSU award from $135,000 to $150,000 and to increase the annual Governance Committee Chair retainer from $10,000 to $15,000. The Board also elected to increase thenon-employee director stock ownership guidelines, as described below, from four times the annual retainer to five times the annual retainer. Except for these changes, all other elements of thenon-employee director compensation program described above remain unchanged for 2017.

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Payment of Annual Retainer, Lead Independent Director Fee and Committee Chair Fees

The annual retainer and any applicable Lead Independent Director or committee chair fees for allnon-employee directors are paid in quarterly installments on the 15^thday of March, June, September and December, or the prior business day if the 15^th is not a business day.Non-employee directors may elect to receive all or a portion of the annual retainer in cash or in Common Stock.Non-employee directors may also elect to defer receipt of all or a portion of the retainer, Lead Independent Director fee or committee chair fees until the date their membership on the Board ends. CommitteeLead Independent Director and committee chair fees that are not deferred are paid only in cash.

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Non-employee directors choosing to defer all or a portion of their retainer, Lead Independent Director fee or committee chair fees may invest the deferred amounts in two ways:

Restricted Stock Units

RSUs are granted quarterly tonon-employee directors on the first day of January, April, July and October. In 2014,2016, the number of RSUs granted in each quarter was determined by dividing $33,750 by the average closing price of a share of our Common Stock on the New York Stock Exchange (“NYSE”) on the last three trading days preceding the grant date. RSUs awarded tonon-employee directors vest one year after the date of grant, or earlier upon termination of the director’s membership on the Board by reason of retirement (termination of service from the Board after the director’s 60^th birthday), death or disability, for any reason after a Change in Control as defined in our Executive Benefits Protection Plan (Group 3A) (“EBPP 3A”), or under such other circumstances as the Board may determine. Vested RSUs are payable to directors in shares of Common Stock or, at the option of the director, can be deferred as common stock units under the Directors’ Compensation Plan until the director’s membership on the Board ends. Dividend equivalent units are credited at regular rates on the RSUs during the restriction period and, upon vesting of the RSUs, are payable in shares of Common Stock or deferred as common stock units together with any RSUs the director has deferred.

As of February 27, 2015,March 6, 2017, Messrs. Davis, Malcolm, Mead, Nevels, Ridge and Shedlarz and Ms.Mmes. Arway and Haben had attained retirement age for purposes of the vesting of RSUs.

Other Compensation, Reimbursements and Programs

The Board occasionally establishes committees of limited duration for special purposes. TheWhen a special committee is established, the Board will consider payingdetermine whether to providenon-employee directors with additional compensation to non-employee directors who serve on special committees, generally $1,250 per meeting, if the special committee holds six or more meetings, each lasting one hour or more. No director received compensation for service on asuch committee based on the expected duties of the committee, the anticipated number and length of any committee meetings, and other factors the Board, in its discretion, may deem relevant. In 2016, the Board approved payments of $25,000 to Ms. Arway as Chair and $20,000 to each of Ms. Haben and Messrs. Malcolm, Mead, Nevels and Shedlarz for their service on the special committee established in 2014.connection with the Company’s Chief Executive Officer search.

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We reimburse our directors for travel and otherout-of-pocket expenses they incur when attending Board and committee meetings and for minor incidental expenses they incur when performing directors’ services. We also provide reimbursement for at least one director continuing education program each year. Directors receive travel accident insurance while traveling on the Company’s business and receive discounts on the purchase of our products to the same extent and on the same terms as our employees. Directors also are eligible to participate in the Company’s Gift Matching Program. Under the Gift Matching Program, the Company will match, upon a director’s request, contributions made by the director to one or more charitable organizations, on adollar-for-dollar basis up to a maximum aggregate contribution of $5,000 annually.

Stock Ownership Guidelines

Pursuant to the Board’s Corporate Governance Guidelines,non-employee directors are expected to own shares of Common Stock having a value equal to at least five times the annual retainer. Eachnon-employee director has until January 1 of the year following his or her fifth anniversary of becoming a director to satisfy the guideline.

29The Compensation Committee reviews the stock ownership guidelines annually to ensure they are aligned with external market comparisons. Prior to December 2016,non-employee directors were expected to own shares of Common Stock having a value equal to at least four times the annual retainer. As part of the annual review completed in December 2016, the Board, upon the recommendation of the Compensation Committee, elected to increase thenon-employee director stock ownership guidelines from four times the annual retainer to five times the annual retainer. Under the Board’s Corporate Governance Guidelines, eachnon-employee director serving on the Board as of the date of the increase has until January 1, 2019 to satisfy the new stock ownership guidelines. Anynon-employee director serving on the Board that had not yet reached his or her initial compliance date as of the date of the increase has until the second anniversary of such initial compliance date to satisfy the new stock ownership guidelines.

20142016 Director Compensation

The following table and explanatory footnotes provide information with respect to the compensation paid or provided tonon-employee directors during 2014:2016:

The following table sets forth the portion of fees earned or paid in cash or Common Stock, and the portion deferred with respect to retainers and fees earned during 2014: