0000046080-15-000049.txt : 20150526 0000046080-15-000049.hdr.sgml : 20150525 20150526163052 ACCESSION NUMBER: 0000046080-15-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150521 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150526 DATE AS OF CHANGE: 20150526 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: 15889760 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 may26_2015_8-k.htm CURRENT REPORT ON FORM 8-K  
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, 2015
 
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
 
02862
(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 5.07                          Submission of Matters to a Vote of Security Holders.

On May 21, 2015, Hasbro, Inc. (the "Company") held its 2015 Annual Meeting of Shareholders (the "Annual Meeting").  As of the record date of March 25, 2015, there were 124,615,867 shares of common stock outstanding and entitled to notice of and to vote 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 eleven directors to serve as directors for a one-year term expiring at the 2016 Annual Meeting, and until their successors are duly elected and qualified.  The voting results for this proposal were as follows:
 
             
  
  
For
  
Withheld
  
Broker Non-Votes
Basil L. Anderson
  
 102,155,832
  
1,133,311
  
11,872,127
Alan R. Batkin
  
 101,991,605
  
1,297,538
  
11,872,127
Kenneth A. Bronfin
  
 102,561,867
  
727,276
  
11,872,127
Michael R. Burns
  
 102,963,463
  
325,680
  
11,872,127
Lisa Gersh
  
 103,011,787
  
277,356
  
11,872,127
Brian D. Goldner
  
 102,796,115
  
493,028
  
11,872,127
Alan G. Hassenfeld
  
 102,711,486
  
577,657
  
11,872,127
Tracy A. Leinbach
  
 103,016,236
  
272,907
  
11,872,127
Edward M. Philip
  
 102,330,467
  
958,676
  
11,872,127
Richard S. Stoddart
  
 103,013,488
  
275,655
  
11,872,127
Linda K. Zecher
  
 102,891,821
  
397,322
  
11,872,127

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 2015 Annual Meeting Proxy Statement. The voting results for this proposal were as follows:
 
             
For
  
Against
  
Abstain
  
Broker Non-Votes
99,892,113
  
2,569,440
  
827,590
  
11,872,127


Proposal 3 - Ratification of the Selection of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal Year 2015
Shareholders ratified the appointment of KPMG LLP to serve as the Company's independent registered public accountants for its 2015 fiscal year.  The voting results for this proposal were as follows:
 
         
For
  
Against
  
Abstain
114,565,630
  
360,033
  
235,607



Proposal 4 – Shareholder Proposal – Proxy Access

Shareholders approved Proposal 4, a shareholder proposal regarding proxy access.  The voting results for this proposal were as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
70,669,231
  
32,315,904
  
304,008
  
11,872,127

Proposal 5 – Shareholder Proposal – Post-Termination Holding Period for Portion of Equity Held by Senior Executives

Shareholders did not approve Proposal 5, a shareholder proposal regarding implementation of a post-termination holding period for a portion of the equity held by senior executives.  The voting results for this proposal were as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
22,496,613
  
80,183,314
  
609,216
  
11,872,127


Proposal 6 – Shareholder Proposal – Limitation on Vesting of Equity Held by Senior Executives Following a Change in Control

Shareholders did not approve Proposal 6, a shareholder proposal regarding limitations on the vesting of equity held by senior executives following a change in control.  The voting results for this proposal were as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
23,100,851
  
79,799,110
  
389,182
  
11,872,127




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: May 26, 2015