(Reuters) - Hershey Co (HSY.N) and the trust that control it disclosed on Thursday they would fill positions on their respective boards following a year marked by an acquisition overture from Mondelez International Inc (MDLZ.O) and a series of resignations.
Chocolate maker Hershey rejected a $23 billion bid last summer from Oreo cookie owner Mondelez, as the Hershey Trust, which can veto a deal, was embroiled in a row with its overseer that resulted in departures at the trust and Hershey’s board.
The Hershey Trust is adding James Katzman, a retired Goldman Sachs Group Inc (GS.N) partner, to its ranks, bringing onboard a seasoned investment banking professional at a time when investors are speculating over whether Hershey would entertain a new offer in the near term following Mondelez’s approach.
Also joining as Hershey trustees are Melissa Peeples-Fullmore, a Milton Hershey School alumnus and education professional, and Jan Loeffler Bergen, a trained social worker and chief executive officer of non-profit health provider Lancaster General Health.
Hershey disclosed it was nominating two new members to its board, Diane Koken and James Brown, who also sit on the Hershey Trust board. Michele Buck became Hershey’s new CEO on March 1.
The Hershey Trust was set up by Hershey founder Milton Hershey over a century ago to fund and run a school for underprivileged children. After being criticized by its overseer, the Pennsylvania attorney general, for poor governance and excessive expenses and compensation, it struck an accord that led to three board resignations last year.
Two of the retiring Hershey Trust board members - Robert Cavanaugh and James E. Nevels - also held positions on the Hershey board and were not nominated for reelection this year. [L1N1A81UM]
In its agreement with the attorney general, the Hershey Trust said it will use its “best effort” to increase board size to 13, up from nine at the time of the accord. With two more board members set to retire at the end of this year, that leaves a total of six potential slots left to be filled.
The Hershey trust owns close to a third of Hershey, but the company accounts for more than two-thirds of its investment holdings.
It put up Hershey up for sale in 2002, citing a need to diversify its investments. The process attracted a $12.5 billion offer by chewing gum maker Wm. Wrigley Jr. Co. But that deal was abandoned after the Pennsylvania attorney general successfully petitioned a court to block the offer amid opposition from the local community.
Reporting by Lauren Hirsch in New York; Editing by Leslie Adler