Shareholder Vote

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 18, 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 5.07 Submission of Matters to a Vote of Security Holders.   On May 18, 2023, Hasbro, Inc. (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”). As of the record date of March 22, 2023, there were 138,598,376 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. Of the record date shares, 121,777,706 shares of common stock, or 87.86%, 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, 2023 (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 2024 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 Michael R. Burns 109,522,030 2,041,981 132,259 10,081,436 Hope F. Cochran 108,285,689 2,142,618 1,267,963 10,081,436 Christian P. Cocks 110,911,904 660,177 124,189 10,081,436 Lisa Gersh 102,784,911 8,753,570 157,789 10,081,436 Elizabeth Hamren 110,235,037 1,289,952 171,281 10,081,436 Blake Jorgensen 110,627,162 890,513 178,595 10,081,436 Tracy A. Leinbach 105,330,286 6,191,521 174,463 10,081,436 Laurel J. Richie 108,890,634 2,634,972 170,664 10,081,436 Richard S. Stoddart 110,141,926 1,399,550 154,794 10,081,436 Mary Beth West 109,599,159 1,970,657 126,454 10,081,436 Linda Zecher Higgins 110,573,142 965,329 157,799 10,081,436     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 102,067,277 9,484,857 144,136 10,081,436 Proposal 3 – Advisory Vote on the Frequency of the Shareholder Vote to Approve the Compensation of the Company’s Named Executive Officers Shareholders approved, on an advisory basis, having the shareholder vote on the compensation for the Company’s Named Executive Officers annually (every one year), as opposed to every two years or every three years. The voting results for this proposal were as follows: 1 Year 2 Years 3 Years Abstained Broker Non-Votes 109,010,497 75,142 2,535,755 74,876 10,081,436 The Board had recommended to shareholders that the vote on the Compensation of the Company’s Named Executed Officers be held every one year, and in accordance with the results on this vote it is the intent of the Board to submit the vote on the Compensation of the Company’s Named Executive Officers to the shareholders every year. 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 105,090,078 6,421,293 184,899 10,081,436 Proposal 5 – 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 2023. The voting results for this proposal were as follows: For Against Abstained 114,044,251 7,642,060 91,395 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/ Tarrant Sibley   Name: Tarrant Sibley   Title: Executive Vice President and Chief Legal Officer Date: May 22, 2023