8-K – 2026-06-15 – has-20260611.htm

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has-20260611 0000046080 false 0000046080 2026-06-11 2026-06-11

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): June 11, 2026
 
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 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 June 11, 2026, Hasbro held its 2026 annual meeting of shareholders (the “Annual Meeting”). As of the record date of April 13, 2026, there were 141,521,544 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. Of the record date shares, 124,531,555 shares of common stock, or approximately 88%, 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 17, 2026 (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 2027 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

Douglas Bowser
110,610,609 169,676 63,677 13,687,593
Hope F. Cochran 109,670,949 1,113,815 59,198 13,687,593
Christian P. Cocks
110,260,600 527,055 56,307 13,687,593
Lisa Gersh
106,915,284 3,862,897 65,781 13,687,593
Frank D. Gibeau
110,231,404 548,952 63,606 13,687,593
Elizabeth Hamren
110,261,731 523,771 58,460 13,687,593
Darin S. Harris
110,262,041 518,907 63,014 13,687,593
Owen Mahoney
110,590,955 189,431 63,576 13,687,593
Laurel J. Richie
106,500,364 4,284,811 58,787 13,687,593
Richard S. Stoddart
108,590,224 2,183,549 70,189 13,687,593
Carla Vernón
110,555,269 230,561 58,132 13,687,593

 
 
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

107,785,809 2,921,857 136,296 13,687,593

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 2026. The voting results for this proposal were as follows:

For
Against
Abstained

118,855,339 5,593,843 82,373

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: Chief Financial Officer and Chief Operating Officer (Duly Authorized Officer and Principal Financial Officer)

Date: June 15, 2026