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): November 2, 2020
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (401 ) 431-8697
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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:
Securities registered pursuant to Section 12(b) of the Act.
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2020, Hasbro, Inc. (the “Company”) issued a press release announcing that Laurel J. Richie has been appointed to the Company’s Board of Directors (the “Board”) effective as of November 2, 2020. A copy of the press release announcing her appointment is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Ms. Richie served as President of the Women’s National Basketball Association LLC from May 2011 to November 2015. Prior to that, she served as Chief Marketing Officer of Girl Scouts of the United States of America from 2008 to 2011. Previously, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and founding member of the agency’s Diversity Advisory Board.
Ms. Richie will serve as a member of the Board’s Compensation Committee and the Nominating, Governance and Social Responsibility Committee.
In connection with her service on the Board, Ms. Richie 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 $95,000. Ms. Richie will receive an annual retainer of $15,000 in connection with her service on the Compensation Committee, and $12,500 for her service on the Nominating, Governance and Social Responsibility Committee. Effective as of her appointment to the Board, Ms. Richie will be granted a pro-rated portion of the Company’s annual stock grant of $160,000 of Hasbro stock that was made to directors on May 14, 2020.
In addition, Ms. Richie 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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: November 2, 2020 | ||||||||
EXHIBIT 99.1
For Immediate Release
Hasbro Appoints Laurel J. Richie to Board of Directors
Pawtucket, R.I., November 2, 2020 - Hasbro, Inc. (NASDAQ: HAS), a global play and entertainment company, today announced the appointment of Laurel J. Richie as an independent director to its Board of Directors. Ms. Richie is the former President of the Women’s National Basketball Association LLC (“WNBA”).
“Laurel is a highly accomplished executive whose extraordinary marketing and brand-management skills, combined with her deep passion for diversity and inclusion, make her a tremendous addition to Hasbro’s Board of Directors,” said Hasbro Chairman and Chief Executive Officer Brian Goldner. “We welcome her to our existing talented Board.”
Ms. Richie served as President of the WNBA, from May 2011 to November 2015. Prior to that, she served as Chief Marketing Officer of Girl Scouts of the United States of America from 2008 to 2011. Previously, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and founding member of the agency’s Diversity Advisory Board.
“Laurel has been a trailblazer throughout her esteemed career and her proven leadership and sense of purpose will be a valuable asset to Hasbro’s Board,” said Ted Philip, Hasbro’s Lead Independent Director.
Ms. Richie was named one of the 25 Most Influential Women in Business by The Network Journal, awarded Ebony magazine’s Outstanding Women in Marketing and Communications Award, and named to Ebony’s Power 100 List. She has also been recognized by Black Enterprise magazine as one of the Most Influential African Americans in Sports and by Savoy magazine as one of the Most Influential Black Corporate Directors. Ms. Richie is a former Trustee of the Naismith Basketball Hall of Fame and currently serves as independent director of Synchrony Financial (NYSE: SYF) and Bright Horizons Family Solutions Inc. (NYSE: BFAM), chair of the Board of Trustees at Dartmouth College, and a leadership consultant to Fortune 100 C-suite executives through Merryck & Co.
About Hasbro
Hasbro (NASDAQ: HAS) is a global play and entertainment company committed to Creating the World's Best Play and Entertainment Experiences. From toys, games and consumer products to television, movies, digital gaming, live action, music, and virtual reality experiences, Hasbro connects to global audiences by bringing to life great innovations, stories and brands across established and inventive platforms. Hasbro’s iconic brands include NERF, MAGIC: THE GATHERING, MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, POWER RANGERS, PEPPA PIG and PJ MASKS, as well as premier partner brands. Through its global entertainment studio, eOne, Hasbro is building its brands globally through great storytelling and content on all screens. Hasbro is committed to making the world a better place for all children and all families through corporate social responsibility and philanthropy. Hasbro ranked among the 2020 100 Best Corporate Citizens by 3BL Media, has been named one of the World’s Most Ethical Companies® by Ethisphere Institute for the past nine years, and one of America’s Most JUST Companies by Forbes and JUST Capital for the past four years. We routinely share important business and brand updates on our Investor Relations website, Newsroom and social channels (@Hasbro on Twitter and Instagram, and @HasbroOfficial on Facebook.)
© 2020 Hasbro, Inc. All Rights Reserved.
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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