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 22, 2014
 
Hasbro, Inc.
(Exact name of registrant as specified in its charter)
Rhode Island
 
1-6682
 
05-0155090
(State or other jurisdiction
 of incorporation)
 
(Commission File Number)
 
(IRS Employer
 Identification No.)
 
1027 Newport Ave., 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))

Item 5.07                          Submission of Matters to a Vote of Security Holders.

On May 22, 2014, Hasbro, Inc. (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting").  As of the record date of March 26, 2014, there were 130,458,933 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below.
Proposal I – Election of Directors
Shareholders approved the election of fourteen directors to serve as directors for a one-year term to expire at the 2015 Annual Meeting, and until their successors are duly elected and qualified.  The voting results for this proposal were as follows:
 
 
 
 
 
 
 
 
  
  
For
  
Withheld
  
Broker Non-Votes
Basil L. Anderson
  
 97,580,936
  
7,347,925
  
10,251,700
Alan R. Batkin
  
 103,489,065
  
1,439,796
  
10,251,700
Frank J. Biondi, Jr.
  
 93,835,599
 
11,093,262
  
10,251,700
Kenneth A. Bronfin
  
 97,635,616
  
7,293,245
  
10,251,700
John M. Connors, Jr.
  
 97,402,970
  
7,525,891
  
10,251,700
Michael W.O. Garrett
  
104,495,732
 
433,129
  
10,251,700
Lisa Gersh
  
 96,933,238
  
7,995,623
  
10,251,700
Brian D. Goldner
  
 99,533,890
  
5,394,971
  
10,251,700
Jack M. Greenberg
  
  98,340,923
 
6,587,938
  
10,251,700
Alan G. Hassenfeld
  
104,294,987
  
633,874
  
10,251,700
Tracy A. Leinbach
  
104,576,765
 
352,096
 
10,251,700
Edward M. Philip
  
97,600,982
 
7,327,879
 
10,251,700
Richard S. Stoddart
 
104,567,376
 
361,485
 
10,251,700
Alfred J. Verrecchia
  
104,088,971
 
839,890
 
10,251,700

Proposal II – Advisory Vote on Compensation of the Company's Named Executive Officers
The advisory vote to approve the compensation for the Company's Named Executive Officers, as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections of the Company's 2014 Annual Meeting Proxy Statement, was not approved. The voting results for this proposal were as follows:
 
 
 
 
 
 
 
 
For
  
Against
  
Abstain
  
Broker Non-Votes
48,118,817
  
56,478,710
  
331,334
  
10,251,700


Proposal III – Approval of the Company's 2014 Senior Management Annual Performance Plan
Shareholders approved the Company's 2014 Senior Management Annual Performance Plan. The voting results for this proposal were as follows:
 
 
 
 
 
 
 
 
For
  
Against
  
Abstain
  
Broker Non-Votes
90,926,722
  
13,337,107
  
665,032
  
10,251,700


Proposal IV - Ratification of the Selection of Independent Registered Public Accountants for Fiscal Year 2014
Shareholders ratified the appointment of KPMG LLP to serve as the Company's independent registered public accountants for its 2014 fiscal year.  The voting results for this proposal were as follows:
 
 
 
 
 
 
For
  
Against
  
Abstain
114,163,176
  
758,727
  
258,658




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/ Deborah Thomas
 
Name:
Deborah Thomas
 
Title:
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
Date: May 23, 2014