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 21, 2009
-------------------------
HASBRO, INC.
--------------------
(Exact name of registrant as specified in its charter)
RHODE ISLAND 1-6682 05-0155090
- -------------- ------------ -------------------
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862
- ------------------------------------------ -------------------
(Address of Principal Executive Offices) (Zip Code)
(401) 431-8697
-------------------------------
(Registrant's telephone number, including area code)
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))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 21, 2009, Deborah Thomas was appointed Chief Financial Officer of
Hasbro, Inc. ("Hasbro" or the "Company"). Ms. Thomas, age 45, has served as
Senior Vice President and Head of Corporate Finance of Hasbro since 2008.
Previous to that, Ms. Thomas served as Senior Vice President and Controller
since 2003. David D.R. Hargreaves, who previously served as both the Chief
Operating Officer and the Chief Financial Officer of Hasbro, continues to serve
as the Chief Operating Officer.
A copy of the May 21, 2009 press release announcing the promotion of Ms.
Thomas to Chief Financial Officer is furnished as Exhibit 99.1 to this Form 8-
K.
Item 8.01 Other Events.
The Company's 2009 Annual Meeting (the "Annual Meeting") of Shareholders
was held on May 21, 2009. Set forth below are the results of the votes taken
at the Annual Meeting.
Of the 139,821,649 shares of the Company's common stock outstanding as of
the close of business on the March 27, 2009 record date, 120,227,469 shares
were represented at the meeting.
The Company's shareholders were voting on four matters at the Annual
Meeting. Those four matters were the election of fourteen directors, the
approval of amendments to Hasbro's Restated 2003 Stock Incentive Performance
Plan, the approval of Hasbro's 2009 Senior Management Annual Performance Plan,
and the ratification of the selection of KPMG LLP as Hasbro's independent
registered public accounting firm for fiscal 2009.
The fourteen nominees for election to the Board, for one-year terms ending
at the 2010 Annual Meeting of Shareholders, and until their successors are duly
elected and qualified, were elected by the following votes:
Name Votes For Votes Withheld
Basil L. Anderson 117,222,452 3,005,017
Alan R. Batkin 117,878,811 2,348,658
Frank J. Biondi, Jr. 115,335,445 4,892,024
Kenneth A. Bronfin 114,197,840 6,029,629
John M. Connors, Jr. 117,088,519 3,138,950
Michael W.O. Garrett 118,874,219 1,353,250
E. Gordon Gee 116,976,471 3,250,998
Brian Goldner 119,415,288 812,181
Jack M. Greenberg 117,426,704 2,800,765
Alan G. Hassenfeld 119,319,422 908,047
Tracy A. Leinbach 119,790,911 436,558
Edward M. Philip 119,140,922 1,086,547
Paula Stern 117,472,693 2,754,776
Alfred J. Verrecchia 118,473,185 1,754,284
The shareholders approved the amendments to the Restated 2003 Stock
Incentive Performance Plan by the following vote:
For Against Abstain Broker Non-Votes
84,896,141 28,900,748 327,163 6,103,417
The shareholders approved the 2009 Senior Management Annual Performance
Plan by the following vote:
For Against Abstain Broker Non-Votes
114,552,544 5,304,080 370,845 0
The shareholders ratified the selection of KPMG LLP as the Company's
independent registered public accounting firm for fiscal 2009 by the following
vote:
For Against Abstain Broker Non-Votes
116,186,298 3,899,194 141,977 0
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release, dated May 21, 2009, of Hasbro, Inc.
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.
------------
(Registrant)
Date: May 22, 2009 By: /s/ David D.R. Hargreaves
--------------------------
David D.R. Hargreaves
Chief Operating Officer
Hasbro, Inc.
Current Report on Form 8-K
Dated May 22, 2009
Exhibit Index
Exhibit
No.
99.1 Press Release, Dated May 21, 2009, of Hasbro, Inc.
EXHIBIT 99.1
Contact: |
Wayne Charness (Media) 401-727-5983 |
Karen Warren (Investor Relations) 401-727-5401 |
DEB THOMAS NAMED HASBRO’S CHIEF FINANCIAL OFFICER
PAWTUCKET, R.I., MAY 21, 2009 – Deb Thomas, 45, an 11-year Hasbro, Inc. (NYSE:HAS) veteran who has held several senior level finance posts within the Company, has been elected to the position of Chief Financial Officer by Hasbro’s Board of Directors, it was announced today by Brian Goldner, Hasbro’s President and Chief Executive Officer.
Ms. Thomas will report directly to David Hargreaves, the Company’s Chief Operating Officer, who had been serving as Hasbro’s COO and CFO prior to the appointment of Ms. Thomas.
Ms. Thomas most recently served as the Company’s Senior Vice President and head of Corporate Finance. Ms. Thomas joined Hasbro in 1998, and held positions of increasing responsibility within the Company’s finance department, including Corporate Controller, prior to her appointment as head of finance in 2007.
“Deb is an outstanding and experienced professional who has been an important contributor on many levels throughout her career at Hasbro,” said Mr. Goldner. “She has clearly and consistently demonstrated her financial acumen and industry expertise as head of Corporate Finance, and we are pleased that she will now be taking on added responsibilities as Hasbro’s CFO.”
Prior to joining Hasbro, Ms. Thomas worked at KPMG Peat Marwick, LLP, both in the United States and overseas. She is a graduate of Providence College.
About Hasbro
Hasbro, Inc. (NYSE:HAS) is a worldwide leader in children’s and family leisure time products and services with a rich portfolio of brands and entertainment properties that provides some of the highest quality and most recognizable play and recreational experiences in the world. As a brand-driven, consumer-focused global company, Hasbro brings to market a range of toys, games and licensed products, from traditional to high-tech and digital, under such powerful brand names as TRANSFORMERS, PLAYSKOOL, TONKA, MILTON BRADLEY, PARKER BROTHERS, CRANIUM and WIZARDS OF THE COAST. Come see how we inspire play through our brands at http://www.hasbro.com. © 2009 Hasbro, Inc. All Rights Reserved.
# # #