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 24, 2007
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HASBRO, INC.
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(Exact name of registrant as specified in its charter)
RHODE ISLAND 1-6682 05-0155090
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862
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(Address of Principal Executive Offices) (Zip Code)
(401) 431-8697
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(Registrant's telephone number, including area code)
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.
At the 2007 Annual Meeting of Shareholders, held on May 24, 2007, the
shareholders of Hasbro, Inc. (the "Company") approved amendments to the
Company's 2003 Stock Incentive Performance Plan (the "Plan") which (i)
increased the maximum number of total shares of common stock which may be
delivered pursuant to awards under the Plan by 7,500,000 shares, (ii) of the
additional 7,500,000 shares authorized for awards under the Plan, increased the
number of shares of stock which may be delivered pursuant to awards other than
stock options or SARS, by 3,000,000 shares, (iii) extended the expiration date
of the Plan from December 31, 2008 to December 31, 2010, (iv) clarified that
the Plan does not allow for liberal share counting, such that (A) shares of
common stock tendered in payment of an award's exercise price, shares withheld
to pay taxes, and shares repurchased by the Company using option proceeds may
not be added back into the authorized pool of shares eligible for grant
pursuant to the Plan and (B) the gross number of shares covered by SARS, as
opposed to only the net number actually delivered upon settlement of SARS,
count against the authorized number of shares available under the Plan, and (v)
added a limitation to the Plan that no award may have a term longer than ten
years from the date of grant
Effective May 24, 2007 the Compensation Committee of the Company's Board
of Directors (the "Committee") granted stock options to the Company's executive
officers and certain other employees of the Company. These option awards were
all made under the Plan, as amended at the 2007 Shareholders Meeting. All
option grants to the Company's Chief Executive Officer and other executive
officers were reviewed and approved by the Company's full Board of Directors.
All of the options granted on May 24, 2007 are non-qualified stock options
(the "Options") similar to the options the Company has granted in recent years.
These Options have an exercise price equal to $32.425 per share, which was the
fair market value (as computed under the Plan) of the Company's common stock on
the date of grant. The Options vest in three equal cumulative installments on
the first three anniversaries of the date of grant and expire seven years from
the date of grant. The Company has previously filed the form of fair market
value non-qualified stock option agreement under the Plan with the Securities
and Exchange Commission. The Options granted on May 24, 2007 to the Company's
named executive officers covered the following numbers of shares of common
stock: Alfred J. Verrecchia, 368,664 shares; Brian Goldner, 122,888 shares;
David D.R. Hargreaves, 80,645 shares; and Barry Nagler, 54,724 shares.
Item 8.01 Other Events.
The Company's 2007 Annual Meeting (the "Annual Meeting") of Shareholders
was held on May 24, 2007. Set forth below are the results of the votes taken
at the Annual Meeting.
Of the 160,096,316 shares of the Company's common stock outstanding as of
the close of business on the April 6, 2007 record date, 145,117,403 shares were
represented at the meeting.
The Company's shareholders were voting on four matters at the Annual
Meeting. Those four matters were the election of twelve directors, the
approval of amendments to the Company's 2003 Stock Incentive Performance Plan,
the ratification of the selection of KPMG LLP as the independent registered
public accounting firm for fiscal 2007 and a shareholder proposal entitled
"Sustainability Report-Hasbro, Inc.".
The twelve nominees for election to the Board, for one-year terms ending
at the 2008 Annual Meeting of Shareholders, were elected by the following
votes:
Name Votes For Votes Withheld
Basil L. Anderson 143,773,727 1,343,676
Alan R. Batkin 139,578,750 5,538,653
Frank J. Biondi, Jr. 141,844,240 3,273,163
John M. Connors, Jr. 143,817,958 1,299,445
Michael W.O. Garrett 143,847,829 1,269,574
E. Gordon Gee 134,180,997 10,936,406
Jack M. Greenberg 140,696,447 4,420,956
Alan G. Hassenfeld 143,883,758 1,233,645
Claudine B. Malone 143,844,339 1,273,064
Edward M. Philip 142,704,809 2,412,594
Paula Stern 143,663,546 1,453,857
Alfred J. Verrecchia 143,892,904 1,224,499
The shareholders approved the amendments to the 2003 Stock Incentive
Performance Plan by the following vote:
For Against Abstain Broker
Non-Votes
115,865,968 19,115,583 994,730 9,141,122
The shareholders ratified the selection of KPMG LLP as the Company's
independent registered public accounting firm for fiscal 2007 by the following
vote:
For Against Abstain
137,476,434 6,671,907 969,062
Finally, the shareholders rejected the "Sustainability Report-Hasbro,
Inc." shareholder proposal by the following vote:
For Against Abstain Broker
Non-Votes
55,974,306 69,035,981 10,965,994 9,141,122
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.
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(Registrant)
Date: May 25, 2007 By: /s/ David D.R. Hargreaves
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David D.R. Hargreaves
Executive Vice President,
Finance and Global Operations and
Chief Financial Officer
(Duly Authorized Officer)