0000046080-14-000112.txt : 20141211 0000046080-14-000112.hdr.sgml : 20141211 20141211094718 ACCESSION NUMBER: 0000046080-14-000112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141211 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141211 DATE AS OF CHANGE: 20141211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HASBRO INC CENTRAL INDEX KEY: 0000046080 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 050155090 STATE OF INCORPORATION: RI FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06682 FILM NUMBER: 141279637 BUSINESS ADDRESS: STREET 1: 1027 NEWPORT AVE STREET 2: P O BOX 1059 CITY: PAWTUCKET STATE: RI ZIP: 02861 BUSINESS PHONE: 4014318697 MAIL ADDRESS: STREET 1: 200 NARRAGANSETT PARK DRIVE CITY: PAWTUCKET STATE: RI ZIP: 02862-0200 FORMER COMPANY: FORMER CONFORMED NAME: HASBRO BRADLEY INC DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: HASBRO INDUSTRIES INC DATE OF NAME CHANGE: 19840917 FORMER COMPANY: FORMER CONFORMED NAME: HASSENFELD BROTHERS INC DATE OF NAME CHANGE: 19720615 8-K 1 mburns8k.htm CURRENT REPORT ON FORM 8-K, DATED DECEMBER 11, 2014
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): December 11, 2014
 
Hasbro, Inc.
(Exact name of registrant as specified in its charter)
Rhode Island
 
1-6682
 
05-0155090
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
                        1027 Newport Ave., 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))
 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Hasbro, Inc. (the "Company") issued a press release announcing that Michael Burns, Vice Chairman of Lions Gate Entertainment Corp., has been appointed to the Company's Board of Directors (the "Board") effective December 11, 2014.  A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.  Mr. Burns will be joining the Compensation and Finance Committees of the Board upon his appointment.

In connection with his service on the Board, Mr. Burns 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 $85,000. Effective as of his appointment to the Board, Mr. Burns will be granted $57,200 worth of Hasbro stock, computed as a pro-rated portion of the Company's annual stock grant to directors made in May of 2014.   In addition, Mr. Burns 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

99.1 Press Release of Hasbro, Inc. dated December 11, 2014.



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:  December 11, 2014
 
 


EXHIBIT INDEX
Exhibit No.
 
Description
 
99.1
 
 
Press Release of Hasbro, Inc. dated December 11, 2014.
 
 


EX-99.1 2 exhibit991.htm PRESS RELEASE, DATED DECEMBER 11, 2014
Exhibit 99.1

For Immediate Release

Hasbro Elects Michael Burns to Board of Directors

Pawtucket, R.I., December 11, 2014 -- Hasbro, Inc. (NASDAQ: HAS), a global branded play leader, today announced the election of Michael Burns as an independent director to its Board of Directors.  Burns is currently Vice Chairman of Lionsgate (NYSE: LGF), a premier next generation global content leader.  His appointment is effective immediately.

"Michael's financial acumen and extensive operational experience in developing and distributing award-winning original content make him an excellent addition to Hasbro's Board of Directors," said Hasbro Chairman Alfred J. Verrecchia. "We welcome him to the Board and look forward to working with him as we execute our content-led branded play strategy and explore new opportunities to deliver content directly to consumers."

"The media expertise that Michael brings to Hasbro and our Board is invaluable and we believe that he will make a tremendous addition to our already strong Board of Directors," said Brian Goldner, Hasbro President and Chief Executive Officer.

Since joining Lionsgate in 2000, Mr. Burns has been instrumental in building the company into a multibillion dollar global content leader with a major presence in motion picture production and distribution, television programming and syndication, home entertainment, channel platforms and digital distribution.  During Mr. Burns' tenure, Lionsgate has evolved from a small independent studio into a diversified global corporation with a market capitalization of nearly $5 billion.  Additionally, Mr. Burns has played a key role in the acquisition, production, and distribution of some of Lionsgate's most successful films.

Prior to joining Lionsgate, Mr. Burns served for nine years as managing director and head of Prudential Securities' Los Angeles investment banking office and specialized in raising equity within the media and entertainment industry.  Before joining Prudential, he spent nine years at Shearson/American Express (now Morgan Stanley) in New York and Los Angeles.

Mr. Burns graduated with a B.S. from Arizona State University and received his M.B.A. from the John E. Anderson Graduate School of Management at the University of California at Los Angeles where he serves on the distinguished Board of Visitors.

Mr. Burns also has been a member of the Board of Directors of Lionsgate since 1999.

About Hasbro, Inc.

Hasbro, Inc. (NASDAQ: HAS) is a branded play company dedicated to fulfilling the fundamental need for play for children and families through the creative expression of the Company's world class brand portfolio, including TRANSFORMERS, MONOPOLY, PLAY-DOH, MY LITTLE PONY, MAGIC: THE GATHERING, NERF and LITTLEST PET SHOP. From toys and games, to television programming, motion pictures, digital gaming and a comprehensive licensing program, Hasbro strives to delight its global customers with innovative play and entertainment experiences, in a variety of forms and formats, anytime and anywhere.  The Company's Hasbro Studios is responsible for entertainment brand-driven storytelling around Hasbro brands across television, film, commercial productions and short-form.  Through the company's deep commitment to corporate social responsibility, including philanthropy, Hasbro is helping to build a safe and sustainable world for future generations and to positively impact the lives of millions of children and families every year. It has been recognized for its efforts by being named one of the "World's Most Ethical Companies" and is ranked as one of Corporate Responsibility Magazine's "100 Best Corporate Citizens." Learn more at www.hasbro.com and follow us on Twitter @Hasbro.


© 2014 Hasbro, Inc. All Rights Reserved.


HAS-PR


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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