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): November 2, 2020

Hasbro, Inc.

(Exact name of registrant as specified in its charter)

Rhode Island	1-6682		05-0155090
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
1027 Newport Avenue	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))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value per share	HAS	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 provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On November 2, 2020, Hasbro, Inc. (the “Company”) issued a press release announcing that Laurel J. Richie has been appointed to the Company’s Board of Directors (the “Board”) effective as of November 2, 2020. A copy of the press release announcing her appointment is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Ms. Richie served as President of the Women’s National Basketball Association LLC from May 2011 to November 2015. Prior to that, she served as Chief Marketing Officer of Girl Scouts of the United States of America from 2008 to 2011. Previously, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and founding member of the agency’s Diversity Advisory Board.

Ms. Richie will serve as a member of the Board’s Compensation Committee and the Nominating, Governance and Social Responsibility Committee.

In connection with her service on the Board, Ms. Richie 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. Ms. Richie will receive an annual retainer of $15,000 in connection with her service on the Compensation Committee, and $12,500 for her service on the Nominating, Governance and Social Responsibility Committee. Effective as of her appointment to the Board, Ms. Richie will be granted a pro-rated portion of the Company’s annual stock grant of $160,000 of Hasbro stock that was made to directors on May 14, 2020.

In addition, Ms. Richie 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 Hasbro, Inc. Press Release, dated November 2, 2020

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: November 2, 2020

EX-99.1

EXHIBIT 99.1

For Immediate Release

Hasbro Appoints Laurel J. Richie to Board of Directors

Pawtucket, R.I., November 2, 2020 -Hasbro, Inc. (NASDAQ: HAS), a global play and entertainment company, today announced the appointment of Laurel J. Richie as an independent director to its Board of Directors. Ms. Richie is the former President of the Women’s National Basketball Association LLC (“WNBA”).

“Laurel is a highly accomplished executive whose extraordinary marketing and brand-management skills, combined with her deep passion for diversity and inclusion, make her a tremendous addition to Hasbro’s Board of Directors,” said Hasbro Chairman and Chief Executive Officer Brian Goldner. “We welcome her to our existing talented Board.”

Ms. Richie served as President of the WNBA, from May 2011 to November 2015. Prior to that, she served as Chief Marketing Officer of Girl Scouts of the United States of America from 2008 to 2011. Previously, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and founding member of the agency’s Diversity Advisory Board.

“Laurel has been a trailblazer throughout her esteemed career and her proven leadership and sense of purpose will be a valuable asset to Hasbro’s Board,” said Ted Philip, Hasbro’s Lead Independent Director.

Ms. Richie was named one of the 25 Most Influential Women in Business by The Network Journal, awarded Ebony magazine’s Outstanding Women in Marketing and Communications Award, and named to Ebony’s Power 100 List. She has also been recognized by Black Enterprise magazine as one of the Most Influential African Americans in Sports and by Savoy magazine as one of the Most Influential Black Corporate Directors. Ms. Richie is a former Trustee of the Naismith Basketball Hall of Fame and currently serves as independent director of Synchrony Financial (NYSE: SYF) and Bright Horizons Family Solutions Inc. (NYSE: BFAM), chair of the Board of Trustees at Dartmouth College, and a leadership consultant to Fortune 100 C-suite executives through Merryck & Co.

About Hasbro

Hasbro (NASDAQ: HAS) is a global play and entertainment company committed to Creating the World's Best Play and Entertainment Experiences. From toys, games and consumer products to television, movies, digital gaming, live action, music, and virtual reality experiences, Hasbro connects to global audiences by bringing to life great innovations, stories and brands across established and inventive platforms. Hasbro’s iconic brands include NERF, MAGIC: THE GATHERING, MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, POWER RANGERS, PEPPA PIG and PJ MASKS, as well as premier partner brands. Through its global entertainment studio, eOne, Hasbro is building its brands globally through great storytelling and content on all screens. Hasbro is committed to making the world a better place for all children and all families through corporate social responsibility and philanthropy. Hasbro ranked among the 2020 100 Best Corporate Citizens by 3BL Media, has been named one of the World’s Most Ethical Companies® by Ethisphere Institute for the past nine years, and one of America’s Most JUST Companies by Forbes and JUST Capital for the past four years. We routinely share important business and brand updates on our Investor Relations website, Newsroom and social channels (@Hasbro on Twitter and Instagram, and @HasbroOfficial on Facebook.)

© 2020 Hasbro, Inc. All Rights Reserved.

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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XML

Cover	Nov. 02, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 02, 2020
Entity Registrant Name	Hasbro, Inc.
Entity Central Index Key	0000046080
Amendment Flag	false
Entity Incorporation, State or Country Code	RI
Entity File Number	1-6682
Entity Tax Identification Number	05-0155090
Entity Address, Address Line One	1027 Newport Avenue
Entity Address, City or Town	Pawtucket,
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02861
City Area Code	401
Local Phone Number	431-8697
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.50 par value per share
Trading Symbol	HAS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false