8-K 1 May228k.htm CURRENT REPORT ON FORM 8-K DATED MAY 18, 2017  

 

 

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 18, 2017

 

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 5.07   Submission of Matters to a Vote of Security Holders.

 

On May 18, 2017, Hasbro, Inc. (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”).  As of the record date of March 22, 2017, there were 125,006,746 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. Of the record date shares, 112,365,989 shares of common stock were represented at the 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 twelve directors to serve for one-year terms expiring at the 2018 Annual Meeting, and until their successors are duly elected and qualified.  The voting results for this proposal were as follows:

 

       

 

      
   

For

  

Against

Abstain

  

Broker Non-Votes

 

Kenneth A. Bronfin

  

101,516,088

  

391,895

100,360

  

10,357,645

 

Michael R. Burns

 

101,806,042

 

97,075

105,225

 

10,357,645

 

Hope Cochran

 

101,809,273

 

101,360

  97,710

 

10,357,645

 

Crispin H. Davis

  

100,480,523

  

1,426,159

101,660

  

10,357,645

 

Lisa Gersh

 

98,692,229

 

3,220,807

95,306

 

10,357,645

 

Brian D. Goldner

  

98,583,829

  

2,771,150

653,363

  

10,357,645

 

Alan G. Hassenfeld

  

101,561,064

  

342,447

104,832

  

10,357,645

 

Tracy A. Leinbach

  

100,739,312

  

1,169,226

99,805

  

10,357,645

 

Edward M. Philip

  

99,408,019

  

2,465,545

134,778

  

10,357,645

 

Richard S. Stoddart

  

101,807,582

  

99,307

101,453

  

10,357,645

 

Mary Beth West

 

100,819,622

 

1,092,399

96,322

 

10,357,645

 

Linda K. Zecher

 

101,520,297

 

391,689

96,356

 

10,357,645

 
                             

 

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 2017 Annual Meeting Proxy Statement. The voting results for this proposal were as follows:

 

             

For

  

Against

  

Abstain

  

Broker Non-Votes

99,861,486

  

1,958,321

  

188,535

  

10,357,645

 

 

Proposal 3 –Advisory Vote to Approve the Frequency of the Shareholder Vote on the Compensation of the Company’s Named Executive Officers

 

Shareholders approved, on an advisory basis, having the shareholder vote on the compensation for the Company’s Named Executive Officers annually (every one year), as opposed to every two years or every three years. The voting results for this proposal were as follows:

 

 

1 Year

  

2 Years

  

3 Years

 

Abstain

Broker Non-Votes

92,820,918

  

123,587

  

8,925,020

 

138,817

10,357,645

 

 

The Board had recommended to shareholders that the vote on the Compensation of the Company’s Named Executed Officers be held every one year, and in accordance with the results on this vote it is the intent of the Board to submit the vote on the Compensation of the Company’s Named Executive Officers to the shareholders every year.

 

Proposal 4 – Approval of Amendments to the Company’s Restated 2003 Stock Incentive Performance Plan

 

            Shareholders approved the amendments to the Company’s Restated 2003 Stock Incentive Performance Plan, as such amendments are described in the proxy statement for the 2017 Annual Meeting. The voting results for this proposal were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

98,367,006

  

3,472,221

  

169,115

  

10,357,645

 

 

Proposal 5 – Approval of Amendment to the Company’s 2014 Senior Management Annual Performance Plan

  

Shareholders approved the amendment to the Company’s 2014 Senior Management Annual Performance Plan, as the amendment is described in the proxy statement for the 2017 Annual Meeting. The voting results for this proposal were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

100,742,753

  

1,091,289

  

174,300

  

10,357,645

 

 

Proposal 6 - Ratification of the Selection of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal Year 2017

Shareholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accountants for its 2017 fiscal year.  The voting results for this proposal were as follows:

 

         

For

  

Against

  

Abstain

110,503,747

  

1,682,850

  

179,391

 

 

 

Item 8.01  Other Events.

 

            On May 18, 2017 the Company issued a press release announcing that Basil Anderson and Alan Batkin had retired from the Board of Directors effective at the conclusion of the Company’s 2017 Annual Meeting of Shareholders.  Mr. Anderson had served as the Company’s Lead  Independent Director.  The release also announced the Board’s appointment of Edward Philip as the Company’s new Lead Independent Director, effective immediately.  A copy of the press release is attached as exhibit 99.1 to this Current Report on Form 8-K. 

 

Item 9.01  Exhibits.

 

(d)  Exhibits

 

 

 

99.1                 Hasbro, Inc. Press Release, dated May 18, 2017.

 

 

 

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 22, 2017

 

 

 

 

 

 

 

EXHIBIT INDEX

Exhibit No.

 

Description

 

 

99.1                 Hasbro, Inc. Press Release, dated May 18, 2017.