Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 1, 2022, the Board of Directors (the "Board") of Hasbro, Inc. (the
"Company") increased the size of the Board from eleven (11) to thirteen (13)
and, based on the recommendation of the Nominating, Governance and Social
Responsibility Committee of the Board, appointed Elizabeth Hamren and Blake
Jorgensen to fill the vacancies on the Board created by such increase, effective
as of April 1, 2022.
Ms. Hamren has served as Chief Operating Officer at Discord Inc., a voice, video
and text communication service that enables people to gather virtually,
including while gaming, since December 2021. Prior to joining Discord, Ms.
Hamren served as a Corporate Vice President at Microsoft Corporation from March
2017 to December 2021 running product and engineering for Xbox consumer
products, including developing and launching the Xbox Series X|S and leading
Xbox Game Pass. Prior to that, from August 2015 to March 2017, she led Global
Marketing and Sales for Oculus at Meta Platforms, Inc. (formerly Facebook,
Inc.), where she launched the industry-defining Oculus Rift virtual reality
headset. Earlier in her career, from November 2012 to October 2014, Ms. Hamren
was Vice President of Marketing at Dropcam, Inc., where she ran marketing,
subscriptions, and direct sales, prior to the company being sold to Google/Nest.
Ms. Hamren holds a BSE in Civil Engineering and Operations Research from
Princeton University, and an M.B.A. from Harvard Business School.
Mr. Jorgensen is Executive Vice President of Special Projects at Electronic Arts
Inc. ("EA"), which he joined in 2012 as Chief Financial Officer. Mr. Jorgensen
has over 20 years of experience in finance across various industries with a deep
understanding of finance, consumer products, technology and gaming. Mr.
Jorgensen served as Executive Vice President and Chief Financial Officer of EA
from September 2012 to March 2022, and as EA's Chief Operating Officer from
April 2018 to October 2021. Since 2012, he has also managed EA's Business
Development team which is in charge of all licensing deals in sports and
entertainment, as well as the Corporate Development team which is in charge of
all M&A and partnerships. Prior to joining EA, Mr. Jorgensen served as Executive
Vice President and Chief Financial Officer of Levi Strauss & Co. from July 2009
to August 2012 and was Executive Vice President and Chief Financial Officer of
Yahoo! Inc. from June 2007 to June 2009. Before joining Yahoo! Inc., Mr.
Jorgensen also served as the Chief Operating Officer and Co-Director of
Investment Banking at Thomas Weisel Partners, which he co-founded in 1998. He
has also held financial and operational positions at Montgomery Securities, MAC
Group/Gemini Consulting and Marakon Associates. Mr. Jorgensen earned his M.B.A.
from Harvard Business School and his undergraduate degree from Stanford
University.
Ms. Hamren will serve as a member of the Compensation Committee and the
Cybersecurity and Data Privacy Committee of the Board, and Mr. Jorgensen will
serve as a member of the Audit Committee and the Finance Committee of the Board.
There are no arrangements or understandings between Ms. Hamren or Mr. Jorgensen
and any other persons pursuant to which they were selected as a director.
Pursuant to the Company's compensation program for non-employee directors, each
of Ms. Hamren and Mr. Jorgensen will be entitled to receive (i) the Company's
annual stock grant issued to non-employee directors and (ii) the Company's
annual cash retainers paid to non-employee directors for their service on the
Board and its committees, in each case, prorated for the year of appointment.
In addition, each of Ms. Hamren and Mr. Jorgensen 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.
A copy of the press release announcing the appointment of Ms. Hamren and Mr.
Jorgensen to the Board is attached as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
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Item 8.01 Other Events.
On April 4, 2022, the Company (i) issued a press release announcing the filing
of its preliminary proxy materials with the U.S. Securities and Exchange
Commission (the "SEC") in connection with the Company's 2022 Annual Meeting of
Shareholders and (ii) published two letters to shareholders and other
stakeholders, one from Richard S. Stoddart, Chair of the Board, and one from
Chris Cocks, Chief Executive Officer and member of the Board. Copies of these
communications are attached as Exhibits 99.2, 99.3 and 99.4, respectively, to
this Current Report and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Hasbro, Inc. Press Release, dated April 4, 2022
99.2 Hasbro, Inc. Press Release, dated April 4, 2022
99.3 Letter from Richard S. Stoddart, dated April 4, 2022
99.4 Letter from Chris Cocks, dated April 4, 2022
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
Forward-Looking Statements
This communication contains "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 may include statements
concerning: the impact and contributions of our new director appointments, and
our ability to achieve our financial and business plans, goals and objectives,
including achieving long-term sustainable profitable growth and long-term value
for shareholders. Specific factors that might cause such a difference include
those risks detailed from time to time in Hasbro's filings with the SEC. The
statements contained herein are based on Hasbro's current beliefs and
expectations and speak only as of the date of this communication. 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 communication or
to update them to reflect events or circumstances occurring after the date of
this communication. You should not place undue reliance on forward-looking
statements.
Additional Information and Where to Find it
Hasbro has filed with the SEC a preliminary proxy statement on Schedule 14A,
containing a form of WHITE proxy card, with respect to its solicitation of
proxies for Hasbro's 2022 Annual Meeting of Shareholders (the "2022 Annual
Meeting"). The proxy statement is in preliminary form and Hasbro intends to file
and mail a definitive proxy statement to stockholders of Hasbro. This
communication is not a substitute for any proxy statement or other document that
Hasbro has filed or may file with the SEC in connection with any solicitation by
Hasbro. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY HASBRO AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.
Investors and security holders may obtain copies of these documents and other
documents filed with the SEC by Hasbro free of charge through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed by Hasbro
are also available free of charge by accessing Hasbro's website at
www.hasbro.com.
Participants
This communication is neither a solicitation of a proxy or consent nor a
substitute for any proxy statement or other filings that may be made with the
SEC. Nonetheless, Hasbro, its directors and executive officers and other members
of management and employees may be deemed to be participants in the solicitation
of proxies with respect to a solicitation by Hasbro. Information about Hasbro's
executive officers and directors is available in Hasbro's preliminary proxy
statement for the 2022 Annual Meeting, which was filed with the SEC on April 4,
2022, and will be included in Hasbro's definitive proxy statement, once
available. To the extent holdings of Hasbro securities reported in the proxy
statement for the 2022 Annual Meeting have changed, such changes have been or
will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed
with the SEC. These documents are or will be available free of charge at the
SEC's website at www.sec.gov.
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