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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): December 15, 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 December 15, 2005 the Board of Directors of Hasbro, Inc. (the
"Company") approved certain changes to the Company's director compensation
programs. These changes are described below and, except as otherwise set
forth, are effective for 2006 and subsequent years.
The annual board retainer will be increased from $45,000 to $55,000.
This increase is coupled with the elimination of individual meeting fees
for meetings of the full Board of Directors. Previously a per meeting fee
of $1,500 was paid to directors for participation at in-person and
telephonic board meetings. In addition, there will no longer be a
mandatory deferral of 33% of the annual board retainer fee into a stock
unit account under the Company's Deferred Compensation Plan for Non-
Employee Directors. All deferrals of the annual retainer or meeting fees
under the Deferred Compensation Plan for Non-Employee Directors will be
entirely voluntary in the amount elected by a director. The Company will
continue to provide a matching contribution of 10% for any portion of the
retainer or meeting fees deferred into the stock unit account.
The annual retainer for the Chairs of the Company's Audit,
Compensation and Stock Option, Finance and Nominating, Governance and
Social Responsibility Committees will each remain at $10,000, and a per
meeting fee of $1,500 will continue to be paid for attendance at in-person
meetings of these four board committees. However, the per meeting fee for
telephonic participation in committee meetings will be decreased from
$1,500 to $1,000.
The annual retainer paid to the Company's presiding director will be
decreased from $40,000 to $25,000. Unlike the other changes to the
director compensation program, which are effective January 1, 2006, the
reduction in the annual retainer for the Company's presiding director will
be effective as of the date of the Company's 2006 Annual Meeting of
Shareholders.
The Company's 2003 Stock Option Plan for Non-Employee Directors (the
"2003 Director Option Plan"), which provided for formula stock option
grants, is being eliminated. The 2003 Director Option Plan provided for the
grant of an option to purchase 12,000 shares of the Company's common stock
upon the initial election of a director to the Board, and an annual grant
of an option for 6,000 shares of the Company's common stock on May 1st of
each year. All of these options were granted with exercise prices equal to
the fair market value of the common stock on the date of grant.
Starting in 2006, the Company will use stock awards instead of stock
options to provide equity compensation to its directors. The Company
anticipates issuing to each director, in May of every year, that number of
shares of common stock which have a fair market value of $90,000 (based on
the price of the common stock on the date of grant). These shares will be
immediately vested, but the board has adopted board ownership guidelines
which will mandate that board members may not sell any shares of the
Company's common stock which they hold, including shares which are obtained
as part of the yearly stock grant, until they hold shares of common stock
with a value equal to at least $275,000 (equivalent to five times the
annual board retainer). Directors will also be able to defer receipt of
some or all of these shares pursuant to deferral elections.
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: December 16, 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)