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
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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 October 10, 2021, Hasbro, Inc. (the “Company”) announced that Brian D. Goldner is taking a medical leave of absence from his role
as Chief Executive Officer of the Company (“CEO”), effective immediately. The Board of Directors of the Company (the “Board”) has appointed Richard S. Stoddart, most recently the Lead Independent Director of the Board, as interim CEO, effective
immediately. In conjunction with such appointment, the Board has re-appointed Edward M. Philip as Lead Independent Director, and Tracy A. Leinbach as Chair of the Nominating, Governance and Social Responsibility Committee of the Board.
Mr. Stoddart, age 58, has served as a member of the Board since 2014 and is the former President and Chief Executive Officer of
global marketing execution firm InnerWorkings, Inc., serving in that role from 2017 until 2020 when InnerWorkings, Inc. was acquired. Prior to that, Mr. Stoddart was the Chief Executive Officer of Leo Burnett Worldwide from February 2016 to 2017,
the Chief Executive Officer of Leo Burnett North America from 2013 to 2016 and the President of Leo Burnett North America from 2005 to 2013.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release addressing the subject of this Current Report on Form 8-K is furnished as Exhibit 99.1.
Item 8.01 Other Events.
On October 10, 2021, Mr. Goldner sent an email to Company employees informing them of his medical leave of absence. A copy of his
email is attached as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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. | ||||
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By:
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/s/ Deborah Thomas |
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| Name: | Deborah Thomas | |||
| Title: |
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
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| Date: October 12, 2021 |
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Exhibit 99.1
Hasbro Chairman & CEO Brian D. Goldner to Take Medical Leave to Focus on Health
Current Board Member Rich Stoddart Appointed Interim CEO, Effective Immediately
October 10, 2021 06:00 PM Eastern Daylight Time
PAWTUCKET, R.I.--(BUSINESS WIRE) -- Hasbro, Inc. (NASDAQ: HAS), a global branded play and entertainment
company, today announced that Brian D. Goldner is taking a medical leave of absence from his role as CEO, effective immediately. Today’s announcement follows Mr. Goldner’s disclosure in August 2020 that he was undergoing continued medical care
following treatment for cancer in 2014.
Rich Stoddart, most recently the Lead Independent Director of Hasbro’s Board of Directors, has been appointed as Interim CEO, effective immediately. Mr. Stoddart brings extensive
leadership experience and expertise in global brand-building, advertising and marketing, and supply chain management through his CEO roles at InnerWorkings, Inc., the largest global marketing execution company, and Leo Burnett Worldwide. He has
served on Hasbro’s Board of Directors since 2014. Together with Hasbro’s seasoned executive leadership, he will continue to execute the Company’s Brand Blueprint strategy.
Mr. Goldner said: “After careful consideration, I have decided to take a medical leave to focus on my health. I feel confident knowing the Company will be in the skilled hands of Rich
Stoddart as Interim CEO, our highly experienced management team and the best employees in the business. Hasbro’s future couldn’t be brighter as we continue to Supercharge the Blueprint and build the world’s leading play and entertainment company.”
Mr. Stoddart said: “It has been a privilege to serve Hasbro for the past seven years as a Board member. I am humbled to step in as Interim CEO and lead the Company as it continues to
execute the Brand Blueprint strategy, while Brian takes time to focus on his health. Hasbro has the most creative teams across the consumer products, digital gaming and entertainment businesses, and there’s no limit to what we can accomplish
together.”
In conjunction with appointing Mr. Stoddart as Interim CEO, Hasbro’s Board of Directors has re-appointed Edward M. Philip as Lead Independent Director, and Tracy A. Leinbach as Chair
of the Nominating, Governance and Social Responsibility Committee of the Board.
Mr. Philip added: “Brian has been an inspiring and visionary leader who has set Hasbro on an incredible
path towards the future. All of us at Hasbro are thinking of him while he focuses on his health. We thank Rich for stepping in as Interim CEO. He will be a great asset to the Company in this role given his in-depth knowledge of the business, close
working relationship with the management team, and his love for Hasbro’s people and culture.”
Additional Information About Rich Stoddart
Rich Stoddart is the former President and Chief Executive Officer of global marketing execution firm InnerWorkings, Inc., serving in that role from 2017 until 2020 when Innerworkings,
Inc. was acquired. Prior to that, Mr. Stoddart was the Chief Executive Officer of Leo Burnett Worldwide from February 2016 to 2017, the Chief Executive Officer of Leo Burnett North America from 2013 to 2016 and the President of Leo Burnett North
America from 2005 to 2013.
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.)
HAS-IR
HAS-C
Hasbro Forward-Looking Statements
Certain statements in this press release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements may be accompanied by such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will” and other words and terms of similar meaning. Among other things,
these forward-looking statements include statements related to expected leadership changes, the structure of Hasbro’s management operations and similar statements concerning anticipated future events and expectations that are not historical facts.
Hasbro’s actual actions or results may differ materially from those expected or anticipated in the forward-looking statements due to both known and unknown risks and uncertainties. Specific factors that might cause such a difference include those
risks detailed from time to time in Hasbro’s filings with the U.S. Securities and Exchange Commission. The statements contained herein are based on Hasbro’s current beliefs and expectations and speak only as of the date of this press release. Except
as may be required by law, Hasbro does not undertake any obligation to make any revisions to the forward-looking statements contained in this press release or to update them to reflect events or circumstances occurring after the date of this press
release. You should not place undue reliance on forward-looking statements.
Contacts
Investors: Debbie Hancock | Hasbro,
Inc. | (401) 727-5401 | debbie.hancock@hasbro.com
Media: Carrie Ratner | Hasbro,
Inc. | (401) 556-2720 | carrie.ratner@hasbro.com
Exhibit 99.2
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To:
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Global Employees
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From:
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Brian Goldner
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Date:
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October 10, 2021
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Re:
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Update from Brian Goldner
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To my friends and colleagues at Hasbro,
I am reaching out to let you know that, after careful consideration, I have decided to take a medical leave. As I shared with you in August of 2020, I
have been undergoing medical treatments and, at this moment, I need to take time to focus on my health. In my absence, we’ve asked Rich Stoddart, our longtime Board member and friend, to serve as Interim CEO.
As many of you know, Rich has been serving on our Board of Directors for the past seven years, including most recently as Lead Independent Director. In
addition to being intimately familiar with our Company, our management team, and our strategy, he brings a wealth of leadership experience from previous CEO roles at both Leo Burnett Worldwide and InnerWorkings. Rich also brings expertise in
marketing, brand-building and supply chain management. We couldn’t ask for a better steward, and I’m sure you will all enjoy working with him.
Hasbro’s future couldn’t be brighter, thanks to all of you—the best teams in the business. Let’s continue to Supercharge the Blueprint as we build Hasbro
into the world’s leading play and entertainment company.
Best,
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