UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 2, 2014

 

Hasbro, Inc.

(Exact name of registrant as specified in its charter)

 

 

Registrant's telephone number, including area code:   (401) 431-8697

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Hasbro, Inc. (the "Company") issued a press release announcing that Linda Zecher, President and Chief Executive Officer of Houghton Mifflin Harcourt Company, has been appointed to the Company's Board of Directors (the "Board") effective October 2, 2014.  A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.  Ms. Zecher will be joining the Audit and Compensation Committees of the Board upon her appointment.

In connection with her service on the Board, Ms. Zecher will participate in the Company's compensation program for non-employee directors, as it is amended from time to time, which currently includes an annual cash retainer of $85,000. Effective as of her appointment to the Board, Ms. Zecher will be granted $86,666 worth of Hasbro stock, computed as a pro-rated portion of the Company's annual stock grant to directors made in May of 2014.   In addition, Ms. Zecher will become party with the Company to the Company's form of Director Indemnification Agreement, which has been filed as Exhibit 10(jj) to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2007.

(d)  Exhibits

99.1

Press Release of Hasbro, Inc. dated October 2, 2014.

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SIGNATURES

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 hereunto duly authorized.

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EXHIBIT INDEX

Exhibit 99.1

For Immediate Release

Linda Zecher Elected to Hasbro's Board of Directors

Pawtucket, R.I., October 2, 2014 -- Hasbro, Inc. (NASDAQ: HAS), a global branded play leader, today announced the appointment of Linda Zecher as an independent director to its Board of Directors.  Zecher is currently President and Chief Executive Officer at global education leader, Houghton Mifflin Harcourt (HMH) (NASDAQ:HMHC), and also serves on HMH's Board of Directors. Her appointment is effective immediately.

"As content delivery platforms continue to evolve rapidly, managing content and maintaining strategic partnerships is more important than ever," said Hasbro Chairman Alfred J. Verrecchia. "Linda's knowledge, expertise and passion for content coupled with her extensive background in technology and operations management, especially in emerging markets, make her an excellent addition to our Board."

In her current role, Ms. Zecher is spearheading HMH's crucial transformation into a digitally-focused learning content and media company. Additionally, she completed a series of acquisitions and mergers to bolster its competitive position in the education technology and consumer education market and was responsible for the company's successful financial restructuring.

Prior to HMH, Ms. Zecher held a number of positions of increasing responsibility at Microsoft, ultimately culminating in her appointment as Corporate Vice President, Worldwide Public Sector. Prior to Microsoft, Ms. Zecher served as Chief Executive Officer of Evolve Corporation, a San Francisco-based, Nasdaq-listed software provider. Prior to Evolve Corporation, Ms. Zecher was Senior Vice President of Application Suites at Oracle Corporation.  Ms. Zecher began her career as a geophysicist at the semiconductor firm, Texas Instruments.

About Hasbro, Inc.

Hasbro, Inc. (NASDAQ: HAS) is a branded play company dedicated to fulfilling the fundamental need for play for children and families through the creative expression of the Company's world class brand portfolio, including TRANSFORMERS, MONOPOLY, PLAY-DOH, MY LITTLE PONY, MAGIC: THE GATHERING, NERF and LITTLEST PET SHOP. From toys and games, to television programming, motion pictures, digital gaming and a comprehensive licensing program, Hasbro strives to delight its global customers with innovative play and entertainment experiences, in a variety of forms and formats, anytime and anywhere.  The Company's Hasbro Studios is responsible for entertainment brand-driven storytelling around Hasbro brands across television, film, commercial productions and short-form.  Through the company's deep commitment to corporate social responsibility, including philanthropy, Hasbro is helping to build a safe and sustainable world for future generations and to positively impact the lives of millions of children and families every year. It has been recognized for its efforts by being named one of the "World's Most Ethical Companies" and is ranked as one of Corporate Responsibility Magazine's "100 Best Corporate Citizens." Learn more at www.hasbro.com.

HAS-PR

Press Contact: Julie Duffy | Hasbro, Inc. | (401) 727-5931 | julie.duffy@hasbro.com

Investor Contact:  Debbie Hancock | Hasbro, Inc. | (401) 727-5401 | debbie.hancock@hasbro.com

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