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 16, 2019
Hasbro, Inc.
(Exact name of registrant as specified in its charter)
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Rhode Island |
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1-6682 |
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05-0155090 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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1027 Newport Ave., Pawtucket, Rhode Island |
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02861 |
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(Address of principal executive offices) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Common Stock |
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HAS |
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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 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2019, Hasbro, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). As of the record date of March 20, 2019, there were 125,996,661 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. Of the record date shares, 116,500,445 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 2020 Annual Meeting of Shareholders, and until their successors are duly elected and qualified. The voting results for this proposal were as follows:
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For |
Against |
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Abstain |
Broker Non-Votes |
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Kenneth A. Bronfin |
105,761,920 |
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843,971 |
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90,487 |
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9,804,067 |
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Michael R. Burns |
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106,504,112 |
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107,306 |
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84,960 |
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9,804,067 |
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Hope F. Cochran |
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106,524,944 |
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93,361 |
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78,073 |
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9,804,067 |
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Crispin H. Davis |
105,380,194 |
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1,228,758 |
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87,426 |
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9,804,067 |
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John A. Frascotti |
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105,657,829 |
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954,313 |
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84,236 |
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9,804,067 |
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Lisa Gersh |
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106,421,528 |
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198,390 |
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76,460 |
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9,804,067 |
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Brian D. Goldner |
103,024,221 |
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3,587,178 |
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84,979 |
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9,804,067 |
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Alan G. Hassenfeld |
106,085,838 |
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520,930 |
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89,610 |
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9,804,067 |
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Tracy A. Leinbach |
105,823,464 |
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722,205 |
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150,709 |
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9,804,067 |
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Edward M. Philip |
103,351,980 |
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3,188,382 |
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156,016 |
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9,804,067 |
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Richard S. Stoddart |
106,506,950 |
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103,629 |
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85,799 |
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9,804,067 |
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Mary Beth West |
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106,456,063 |
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94,316 |
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145,999 |
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9,804,067 |
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Linda K. Zecher |
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106,450,215 |
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99,493 |
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146,670 |
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9,804,067 |
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 of the Company’s 2019 Annual Meeting Proxy Statement. The voting results for this proposal were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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103,149,489 |
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3,389,614 |
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157,275 |
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9,804,067 |
Proposal 3 - Ratification of the Selection of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal Year 2019
Shareholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for its 2019 fiscal year. The voting results for this proposal were as follows:
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For |
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Against |
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Abstain |
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113,782,835 |
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2,620,861 |
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96,749 |
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.
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HASBRO, INC. |
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By: |
/s/ Deborah Thomas |
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Name: |
Deborah Thomas |
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Title: |
Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) |
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Date: May 17, 2019 |
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