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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 18, 2023

 

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, $0.50 par value per share			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 18, 2023, Hasbro, Inc. (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”). As of the record date of March 22, 2023, there were 138,598,376 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. Of the record date shares, 121,777,706 shares of common stock, or 87.86%, were represented at the Annual Meeting. Set forth below are (i) the matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2023 (the “Proxy”), and (ii) the final certified results of the voting reported by Computershare Trust Company, N.A., the independent Inspector of Election for the Annual Meeting (the “Inspector of Election”).

Proposal 1 – Election of Directors

Shareholders elected the Company’s eleven (11) nominees to serve as directors on the Company’s Board of Directors until the 2024 annual meeting of shareholders, and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The voting results for this proposal were as follows:

Company Nominees						For			Against			Abstain			Broker Non-Votes
Michael R. Burns						109,522,030			2,041,981			132,259			10,081,436
Hope F. Cochran						108,285,689			2,142,618			1,267,963			10,081,436
Christian P. Cocks						110,911,904			660,177			124,189			10,081,436
Lisa Gersh						102,784,911			8,753,570			157,789			10,081,436
Elizabeth Hamren						110,235,037			1,289,952			171,281			10,081,436
Blake Jorgensen						110,627,162			890,513			178,595			10,081,436
Tracy A. Leinbach						105,330,286			6,191,521			174,463			10,081,436
Laurel J. Richie						108,890,634			2,634,972			170,664			10,081,436
Richard S. Stoddart						110,141,926			1,399,550			154,794			10,081,436
Mary Beth West						109,599,159			1,970,657			126,454			10,081,436
Linda Zecher Higgins						110,573,142			965,329			157,799			10,081,436

 

 

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

Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as such compensation is disclosed in the “Compensation Discussion and Analysis” and “Executive Compensation” sections in the Proxy. The voting results for this proposal were as follows:

For						Against						Abstained						Broker Non-Votes
102,067,277						9,484,857						144,136						10,081,436

Proposal 3 – Advisory Vote on the Frequency of the Shareholder Vote to Approve the Compensation of the Company’s Named Executive Officers

Shareholders approved, on an advisory basis, having the shareholder vote on the compensation for the Company’s Named Executive Officers annually (every one year), as opposed to every two years or every three years. The voting results for this proposal were as follows:

1 Year						2 Years						3 Years						Abstained			Broker Non-Votes
109,010,497						75,142						2,535,755						74,876			10,081,436

The Board had recommended to shareholders that the vote on the Compensation of the Company’s Named Executed Officers be held every one year, and in accordance with the results on this vote it is the intent of the Board to submit the vote on the Compensation of the Company’s Named Executive Officers to the shareholders every year.

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Proposal 4 –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. The voting results for this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
105,090,078						6,421,293						184,899						10,081,436

Proposal 5 – Ratification of the Selection of Independent Registered Public Accounting Firm

Shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2023. The voting results for this proposal were as follows:

For						Against						Abstained
114,044,251						7,642,060						91,395

No other matters were properly presented for consideration or shareholder action at the Annual Meeting.

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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/ Tarrant Sibley
			Name:			Tarrant Sibley
			Title:			Executive Vice President and Chief Legal Officer
Date: May 22, 2023