Hasbro Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$HAS
Recreational Games/Products/Toys
Consumer Discretionary
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 16, 2024
(Exact name of registrant as specified in its charter)
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(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:
Securities registered pursuant to Section 12(b) of the Act.
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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 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2024, Hasbro held its 2024 annual meeting of shareholders (the “Annual Meeting”). As of the record date of March 20, 2024, there were 139,197,106 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. Of the record date shares, 127,519,738 shares of common stock, or 91.61%, were represented at the Annual Meeting. Set forth below are (i) the matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2024 (the “Proxy”), and (ii) the final certified results of the voting reported by Computershare Trust Company, N.A., the independent Inspector of Election for the Annual Meeting (the “Inspector of Election”).
Proposal 1 – Election of Directors
Shareholders elected the Company’s eleven (11) nominees to serve as directors on the Company’s Board of Directors until the 2025 annual meeting of shareholders, and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The voting results for this proposal were as follows:
Company Nominees | For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Hope F. Cochran | 116,767,794 | 450,519 | 117,670 | 10,183,765 | |||||||||||||
| Christian P. Cocks | 116,891,029 | 319,151 | 125,803 | 10,183,765 | |||||||||||||
| Lisa Gersh | 110,749,468 | 6,467,250 | 119,265 | 10,183,765 | |||||||||||||
| Frank D. Gibeau | 116,731,071 | 484,720 | 120,192 | 10,183,765 | |||||||||||||
| Elizabeth Hamren | 115,291,229 | 1,920,517 | 124,237 | 10,183,765 | |||||||||||||
| Darin S. Harris | 116,785,682 | 429,167 | 121,134 | 10,183,765 | |||||||||||||
| Blake J. Jorgensen | 116,668,520 | 515,939 | 151,524 | 10,183,765 | |||||||||||||
| Owen Mahoney | 116,925,019 | 288,872 | 122,092 | 10,183,765 | |||||||||||||
| Laurel J. Richie | 114,488,635 | 2,726,305 | 121,043 | 10,183,765 | |||||||||||||
| Richard S. Stoddart | 113,696,806 | 3,509,409 | 129,768 | 10,183,765 | |||||||||||||
| Mary Beth West | 115,867,915 | 1,347,593 | 120,475 | 10,183,765 | |||||||||||||
Proposal 2 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as such compensation is disclosed in the “Compensation Discussion and Analysis” and “Executive Compensation” sections in the Proxy. The voting results for this proposal were as follows:
For | Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 102,841,196 | 14,385,286 | 109,501 | 10,183,765 | |||||||||||||||||
Proposal 3 – Ratification of the Selection of Independent Registered Public Accounting Firm
Shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2024. The voting results for this proposal were as follows:
For | Against | Abstained | ||||||||||||
| 121,144,419 | 6,322,561 | 52,768 | ||||||||||||
Proposal 4 –Approve Amendments to the Company’s 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. The voting results for this proposal were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 111,546,558 | 5,638,945 | 150,480 | 10,183,765 | |||||||||||||||||
No other matters were properly presented for consideration or shareholder action at the Annual Meeting.
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/ Gina Goetter | |||||||
| Name: | Gina Goetter | |||||||
| Title: | Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) | |||||||
Date: May 21, 2024