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): March 2, 2005
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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 1.01 Entry into a Material Definitive Agreement.
On March 2, 2005 the Compensation and Stock Option Committee (the
"Committee") of the Board of Directors of Hasbro, Inc. ("Hasbro" or the
"Company"), which Committee administers Hasbro's 2004 Senior Management
Annual Performance Plan (the "Plan"): (A) designated those officers who are
eligible to participate in the Plan and receive cash bonus awards for
fiscal 2005, (B) set the performance criteria and performance objectives
for each such criterion under the Plan for fiscal 2005, and (C) set the
target cash bonus awards associated with varying levels of performance
against those objectives, subject in each case, however, to the Committee's
discretion to reduce such bonus awards even if the 2005 objectives are
achieved. All of these determinations were approved by the Company's full
Board of Directors on March 2, 2005.
The Hasbro officers selected to participate in the Plan in fiscal 2005
were: Frank Bifulco, President, U.S. Games; Brian Goldner, President, U.S.
Toy Segment; Alan Hassenfeld, Chairman of the Board; Alfred Verrecchia,
President and Chief Executive Officer; and E. David Wilson, President,
Games Segment and Executive Vice President Global Business Integration.
For Mr. Hassenfeld and Mr. Verrecchia, whose performance is evaluated
100% based upon Hasbro's corporate level performance, the 2005 performance
criteria and their relative weights designated under the Plan were as
follows: total net revenues, 20%; net revenues attributable to identified
core brands, 20%; operating margin, 40%; and free cash flow, 20%.
For Mr. Bifulco, Mr. Goldner and Mr. Wilson, achievement of
performance objectives under the Plan is based 40% of achievement of
Hasbro's corporate level objectives, as such objectives are employed in
evaluating Mr. Hassenfeld's and Mr. Verrecchia's performance. The
remaining 60% of performance is evaluated based upon the performance of
their respective business units against the following three criteria:
total net revenues, 25%; net revenues attributable to identified core
brands, 25% and operating margin, 50%.
In all cases, the cash bonus awards attributable to achievement of
both corporate and business unit performance objectives are reviewed by the
Committee following the end of the fiscal year and the Committee may
exercise negative discretion to reduce any such awards to reflect the
individual performance of the executive in question.
Hasbro's other executive officers who do not participate in the Plan
are all eligible to receive cash bonus awards under the Company's
Management Incentive Plan ("MIP") for 2005. The executive officers
participating in the MIP for 2005 are: David D.R. Hargreaves, Senior Vice
President and Chief Financial Officer; Richard Holt, Senior Vice President
and Chief Audit and Fiscal Compliance Officer, Barry Nagler, Senior Vice
President and General Counsel; Deborah Thomas Slater, Senior Vice President
and Controller; and Martin Trueb, Senior Vice President and Treasurer.
The MIP, including the performance criteria and performance objectives
for each such criterion were established by the Company on March 2, 2005,
and are the same as the criteria and objectives described under the Plan
above, except for the fact that all of the Company's remaining executive
officers will receive awards under the MIP based 100% on Hasbro's corporate
level performance. In addition to setting the performance criteria and
objectives under the MIP, on March 2, 2005 the Company set the target cash
bonus awards associated with varying levels of performance against those
objectives for each such remaining executive officer, subject in each case,
however, to the Company's discretion to modify such bonus awards based upon
personal performance.
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: March 7, 2005 By: /s/ David D. R. Hargreaves
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David D. R. Hargreaves
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)