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): April 12, 2023

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.

Appointment of Chief Financial Officer

On April 12, 2023, Hasbro, Inc. ("Hasbro" or the "Company") announced the appointment of Gina Goetter as Chief Financial Officer, effective May 18, 2023.

Ms. Goetter, age 46, joins Hasbro from Harley-Davidson, Inc., where she served as Chief Financial Officer since 2020. Prior to that, she served as Senior Vice President Finance of the Prepared Foods Segment of Tyson Foods, Inc. from 2019 until 2020. Prior to Tyson Foods, Ms. Goetter spent 21 years in leadership roles at multinational consumer foods manufacturer and marketer General Mills, Inc., including serving as Vice President, Financial Operations of the Meals & Baking Operating Unit from 2017 to 2019 and Senior Finance Director of the Baking Operating Unit from 2015 to 2016. Ms. Goetter has served on the Board of Directors of LiveWire Group, Inc. since September 2022, and S.C. Johnson & Son Inc. since October 2022.

Ms. Goetter will receive an annual base salary of $1,000,000. She will be eligible to receive an annual incentive award with a target value equal to 100% of her earned base salary, and, commencing in 2024, she will be eligible to receive awards under the Company’s long-term equity incentive program with an annual target value equal to 300% of her annualized base salary. The annual incentive and long-term incentive targets will be reviewed periodically by the Compensation Committee of the Board of Directors. Ms. Goetter will receive a sign on cash bonus of $350,000 and a one-time restricted stock award with a grant date value of $4,000,000 that will vest in equal annual installments over three years from the date of grant. Ms. Goetter’s severance benefits will be covered under the Company’s Severance Benefits Plan, as amended from time to time, and as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2023 (the “Company’s Severance Benefits Plan”).

A copy of the Company’s press release announcing the appointment of Ms. Goetter is filed herewith as Exhibit 99.1.

There are no family relationships between Ms. Goetter and any of the directors or executive officers of the Company, and there are no transactions in which Ms. Goetter has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Goetter and any other person pursuant to which Ms. Goetter was appointed as an officer of the Company.

Appointment of President, Toy, Licensing & Entertainment

On April 12, 2023, Hasbro also announced the appointment of Tim Kilpin as President, Toy, Licensing & Entertainment, effective April 24, 2023.

Mr. Kilpin, age 62, joins Hasbro from PlayMonster Group LLC (“PlayMonster”), where he served as Executive Chairman from January 2023 to April 2023, Chief Executive Officer from January 2022 to January 2023, and President from June 2020 to January 2022. Prior to joining PlayMonster, Mr. Kilpin served as President and CEO of Activision Blizzard’s Consumer Products business from 2017 to 2019, and in various leadership and management roles at Mattel, Inc. between 2003 and 2015, including Chief Commercial Officer and Head of International, and as Executive Vice President, Franchise Management and Senior Vice President, Global Toys Licensing at The Walt Disney Company prior to 2003.

Mr. Kilpin will receive an annual base salary of $850,000. He will be eligible to receive an annual incentive award with a target value equal to 75% of his earned base salary, and, commencing in 2023, will be eligible to receive awards under the Company’s long-term equity incentive program with an annual target value equal to 200% of his annualized base salary. The annual incentive and long-term incentive targets will be reviewed periodically by the Compensation Committee of the Board of Directors. Mr. Kilpin will receive a one-time restricted stock award with a grant date value of $2,000,000 that will vest in equal annual installments over three years from the date of grant. Mr. Kilpin’s severance benefits will be covered under the Company’s Severance Benefits Plan.

A copy of the Company’s press release announcing the appointment of Mr. Kilpin is filed herewith as Exhibit 99.1.

There are no family relationships between Mr. Kilpin and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Kilpin has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Kilpin and any other person pursuant to which Mr. Kilpin was appointed as an officer of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Exhibit Description
99.1	Press Release dated April 12, 2023.
104	Inline XBRL for the cover page of this Current Report on Form 8-K.

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/ Tarrant Sibley
	Name:	Tarrant Sibley
Date: April 12, 2023	Title:	Executive Vice President and Chief Legal Officer

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Hasbro Announces Executive Leadership Team Appointments

Toy & Entertainment Industry Veteran Tim Kilpin Appointed

Hasbro President, Toy, Licensing & Entertainment

Gina Goetter to Succeed Deborah M. Thomas, Assuming Role of Hasbro Chief Financial Officer

PAWTUCKET, R.I. – April 12, 2023 – a global branded entertainment leader, today announced two senior appointments to the Company’s Executive Leadership Team. Tim Kilpin will join as President, Toy, Licensing & Entertainment, effective April 24, 2023, and Gina Goetter will join as Chief Financial Officer, effective May 18, 2023, following the Company’s Annual Meeting of Shareholders.

Tim Kilpin brings extensive experience in the consumer products industry and is uniquely positioned to oversee Hasbro’s iconic, multi-billion-dollar Toy business, which boasts some of the world’s leading IP and beloved brands. Tim joins Hasbro from PlayMonster Group LLC where he most recently served as Executive Chairman since January 2023 and as CEO from January 2022. In addition to his leadership experience at PlayMonster, his background includes serving as leader of Activision Blizzard’s Consumer Products business, Chief Commercial Officer for Mattel, Inc., and as Executive Vice-President, Franchise Management at The Walt Disney Company, where he oversaw the creation and development of global cross-category franchise plans for Disney’s stable of content and characters. In his new role, Tim will report to CEO Chris Cocks and will oversee Hasbro’s Consumer Products Group, with a focus on optimizing the value, relevance, and performance of the Company’s strategic franchise brands and IP.

Gina Goetter brings over 25 years of experience across finance and accounting, with a demonstrated track record in driving strong financial and operational results. She joins Hasbro from Harley-Davidson, where she has served as Chief Financial Officer since 2020, responsible for all aspects of Finance, Accounting, Treasury, Tax, Investor Relations, and Mergers & Acquisitions. Prior to her time at Harley-Davidson, Gina was Senior Vice President of Finance for Tyson Foods’ Prepared Foods Segment, and also spent 21 years at General Mills in a number of increasingly senior Finance roles. In her role at Hasbro, Gina will serve as strategic partner to Chris Cocks, working alongside him and other senior leaders in executing the Company’s Blueprint 2.0, which includes a focus on fewer, bigger brands; gaming; digital; and the Company’s rapidly growing direct to consumer and licensing business, as well as delivering the Company’s Operational Excellence program and associated cost savings. She will also oversee Hasbro’s global business operations as part of her role. Gina’s appointment follows the previously announced retirement of Deborah Thomas, Chief Financial Officer, who will remain at the Company in an advisory role throughout the remainder of the year to ensure a smooth transition.

“We are excited to welcome Tim and Gina to Hasbro,” said Chris Cocks, Hasbro’s Chief Executive Officer. “I am confident that their skills and qualifications will complement Hasbro’s existing leadership team as we execute against our Blueprint 2.0 strategy, which is focused on bringing our brands to life for consumers of all ages, maximizing the value of our IP, and creating long-term shareholder value.”

“Over the course of her impressive 25 years at Hasbro, Deb has been a key player in our journey to grow Hasbro into the global leader it is today,” said Rich Stoddart, Hasbro’sChair of the Board. “In addition to having played a major role in Hasbro’s expansion in markets around the world, Deb has been a critical advisor to Hasbro’s Board of Directors over the past two decades and a mentor and friend to legions of Hasbro employees. Deb is a tremendous leader and deeply respected colleague, and she will forever be a part of the Hasbro family. I speak for the entire Hasbro team in wishing her and her family the very best in retirement.”

About Hasbro

Hasbro is a global branded entertainment leader whose mission is to entertain and connect generations of fans through the wonder of storytelling and exhilaration of play. Hasbro delivers engaging brand experiences for global audiences through gaming, consumer products and entertainment, with a portfolio of iconic brands including MAGIC: THE GATHERING, DUNGEONS & DRAGONS, Hasbro Gaming, NERF, TRANSFORMERS, PLAY-DOH and PEPPA PIG, as well as premier partner brands.

Hasbro is guided by our Purpose to create joy and community for all people around the world, one game, one toy, one story at a time. For more than a decade, Hasbro has been consistently recognized for its corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL Media, one of the World’s Most Ethical Companies by Ethisphere Institute and one of the 50 Most Community-Minded Companies in the U.S. by the Civic 50. For more information, visit https://corporate.hasbro.com.

© 2023 Hasbro, Inc. All Rights Reserved.

Hasbro Forward-Looking Statements

Certain statements in this press release contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will” and other words and terms of similar meaning. Among other things, these forward-looking statements include statements related to our leadership appointments, and statements concerning anticipated future growth, plans, events and expectations that are not historical facts. Hasbro’s actual actions or results may differ materially from those expected or anticipated in the forward-looking statements due to both known and unknown risks and uncertainties. Specific factors that might cause such a difference include those risks detailed from time to time in Hasbro’s filings with the U.S. Securities and Exchange Commission. The statements contained herein are based on Hasbro’s current beliefs and expectations and speak only as of the date of this press release. Except as may be required by law, Hasbro does not undertake any obligation to make any revisions to the forward-looking statements contained in this press release or to update them to reflect events or circumstances occurring after the date of this press release. You should not place undue reliance on forward-looking statements.

HAS-C

HAS-IR

Investors: Debbie Hancock | Hasbro, Inc. | (401) 727-5401 | debbie.hancock@hasbro.com

Media: Abby Hodes | Hasbro, Inc. | (646) 734-6426 | abby.hodes@hasbro.com

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Cover	Apr. 12, 2023
Cover [Abstract]
Document Type	8-K
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