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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): May 14, 2020

 

Hasbro, Inc.

(Exact name of registrant as specified in its charter)

Rhode Island

1-6682

05-0155090

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1027 Newport Avenue

Pawtucket,

Rhode Island

02861

(Address of Principal Executive Offices)

(Zip Code)

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))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			HAS			The NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 14, 2020, Hasbro, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). As of the record date of March 18, 2020, there were 137,006,950 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. Of the record date shares, 122,021,269 shares of common stock were represented at the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below.

Proposal 1 – Election of Directors

Shareholders approved the election of thirteen directors to serve for one-year terms expiring at the 2021 Annual Meeting of Shareholders, and until their successors are duly elected and qualified. The voting results for this proposal were as follows:

			For			Against			Abstain			Broker Non-Votes
Kenneth A. Bronfin			108,323,377			3,104,732			251,559			10,341,601
Michael R. Burns			111,487,063			116,463			76,142			10,341,601
Hope F. Cochran			110,837,077			769,042			73,549			10,341,601
Crispin H. Davis			110,956,324			647,693			75,651			10,341,601
John A. Frascotti			108,725,414			2,879,284			74,970			10,341,601
Lisa Gersh			109,164,868			2,267,111			247,689			10,341,601
Brian D. Goldner			106,277,935			5,178,094			223,639			10,341,601
Alan G. Hassenfeld			109,099,973			2,478,387			101,308			10,341,601
Tracy A. Leinbach			108,542,073			2,889,194			248,401			10,341,601
Edward M. Philip			102,859,578			8,714,160			105,930			10,341,601
Richard S. Stoddart			111,351,135			253,183			75,350			10,341,601
Mary Beth West			111,497,177			111,531			70,960			10,341,601
Linda K. Zecher			111,486,125			113,367			80,176			10,341,601

Proposal 2 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

Shareholders approved, on an advisory basis, the compensation for the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections in the proxy statement for the Annual Meeting. The voting results for this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
105,679,003						5,854,216						146,449						10,341,601

Proposal 3 – Approve Amendments to the Company’s 2003 Stock Incentive Performance Plan

Shareholders approved the amendments to the Company’s Restated 2003 Stock Incentive Performance Plan, as such amendments are described in the proxy statement for the Annual Meeting. The voting results for this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
92,185,876						19,342,180						151,612						10,341,601

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Proposal 4 – Ratification of the Selection of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal Year 2020

Shareholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for its 2020 fiscal year. The voting results for this proposal were as follows:

For						Against						Abstain
116,820,200						4,393,129						807,940

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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.

						HASBRO, INC.
			By:			/s/ Deborah Thomas
			Name:			Deborah Thomas
			Title:			Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
Date: May 15, 2020