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): June 27, 2016
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:
☐ 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 Hope Cochran and Mary Beth West had been appointed to the Company’s Board of Directors (the “Board”) effective as of June 27, 2016. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Hope Cochran is the former Chief Financial Officer of King Digital Entertainment. Ms. Cochran joined the Audit and Finance Committees of the Board. Mary Beth West is Executive Vice President, Chief Customer and Marketing Officer for J.C. Penney Company. Ms. West joined the Finance and Nominating, Governance and Social Responsibility Committees of the Board.
In connection with each of their service on the Board, Ms. Cochran and Ms. West 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 $95,000. Effective as of their appointment to the Board, each of Ms. Cochran and Ms. West will be granted a pro-rated portion of the Company’s annual stock grant of $145,000 of Hasbro stock that was made to directors on May 19, 2016.
Ms. Cochran will receive an annual retainer of $20,000 in connection with her service on the Audit Committee, and $7,500 for her service on the Finance Committee. Ms. West will receive an annual retainer of $7,500 for her service on the Finance Committee, and an additional $7,500 for her service on the Nominating, Governance and Social Responsibility Committee.
In addition, each of Ms. Cochran and Ms. West 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 June 28, 2016.
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: June 29, 2016 |
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Press Contact:
Hasbro, Inc.
Julie Duffy, 401-727-5931
julie.duffy@hasbro.com
Investor Contact:
Hasbro, Inc.
Debbie Hancock, 401-727-5464
debbie.hancock@hasbro.com
Hope Cochran and Mary Beth West Join Hasbro’s Board of Directors
PAWTUCKET, R.I. -- Hasbro, Inc. (NASDAQ: HAS), a branded play and entertainment company, today announced that Hope Cochran, former Chief Financial Officer of King Digital, and Mary Beth West, Executive Vice President, Chief Customer and Marketing Officer for J.C. Penney Company, have been appointed to Hasbro’s board of directors, effective immediately.
“Our business and our brands are stronger, more global and more pervasive than ever before, and I’m thrilled we’ve found two dynamic business leaders whose expertise will help us further deliver against our Brand Blueprint strategy,” said Brian Goldner, Chairman, President and Chief Executive Officer, Hasbro.
Hope Cochran brings more than 20 years of experience as a top financial executive in the digital industry, most recently in gaming and telecom. As CFO of King Digital, she was instrumental in leading the company’s IPO and ultimate acquisition by Activision. She qualifies as a financial expert under the SEC’s rules, and has worked closely with audit committees in both private and public companies.
She began her career as an auditor with Deloitte and Touche, and after obtaining her CPA, held positions with Red Pepper Software and Peoplesoft. Additionally, she started her own company, SkillsVillage, which was acquired by PeopleSoft. She transitioned from the software industry to telecom, serving in increasingly senior roles with Clearwire, where she led billions of dollars in capital market transactions. Following the sale of Clearwire, she moved to London to lead King Digital’s IPO and ultimate acquisition.
Cochran was recognized in 2013 as one of FORTUNE’s 10 Most Powerful Women in Gaming, and is based in Seattle. She is a lifelong supporter of YoungLife and opened a chapter in Cobham, UK providing fun, safe and faith-based programs for children 12-18 years of age. She holds a BA in Economics and a BA in Music from Stanford University.
“Hope brings exceptional financial and gaming expertise to the board, and we very much appreciate her experience managing global teams and businesses,” said Basil Anderson, Hasbro's Lead Independent Director. “Her international perspective will be extremely valuable as we continue to expand Hasbro’s global footprint across developing and emerging markets.”
Mary Beth West joined J.C. Penney Company in 2015 as Executive Vice President, Chief Customer and Marketing Officer, after serving on the company’s board for nine years. In her role, she is responsible for revitalizing J.C. Penney’s brand, establishing emotional connections with its customers, and leveraging customer data to enhance the retailer’s marketing efforts.
Before joining J.C. Penney, West served for 28 years at Mondelez and predecessor Kraft Foods, most recently serving as Executive Vice President and Chief Category and Marketing Officer. In this role, she was responsible for global categories, consumer insights and strategy, integrated marketing communications, global sales, and corporate and government affairs.
She has been recognized for her achievements by Crain’s Chicago Business, Girls Inc., and Advertising Age. Black Enterprise has named her among the 100 Most Powerful Executives in Corporate America and most recently as A Leading Woman in Advertising and Marketing. West received her BA in Management from Nazareth College and MBA from Columbia University. She is based in Dallas and currently serves on the board of the Wallace Foundation, Off the Street Club, and is a strong supporter of the Gladney Center for Adoption.
“We believe Mary Beth’s strong marketing experience and P&L experience, especially working on transformative businesses, will be extremely valuable as Hasbro continues to evolve from a toy company into a branded play and entertainment leader,” said Anderson. “She is also an experienced board member with a great deal of proficiency in corporate governance, and given our commitment to ethics and transparency, we’re excited to have her on the team.”
About Hasbro
Hasbro (NASDAQ: HAS) is a global company committed to Creating the World's Best Play Experiences by leveraging its beloved brands, including LITTLEST PET SHOP, MAGIC: THE GATHERING, MONOPOLY, MY LITTLE PONY, NERF, PLAY-DOH and TRANSFORMERS, and premier partner brands. From toys and games, television programming, motion pictures, digital gaming and consumer product licensing, Hasbro fulfills the fundamental need for play and connection with children and families around the world. The Company's Hasbro Studios and its film label, Allspark Pictures, create entertainment brand-driven storytelling across mediums, including television, film, digital and more. Through the company's commitment to corporate social responsibility, including philanthropy, Hasbro is helping to build a safe and sustainable world and to positively impact the lives of millions of children and families. Learn more at www.hasbro.com, and follow us on Twitter (@Hasbro & @HasbroNews) and Instagram (@Hasbro).
© 2016 Hasbro, Inc. All Rights Reserved.