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): February 16, 2006
-------------------------
HASBRO, INC.
--------------------
(Exact name of registrant as specified in its charter)
RHODE ISLAND 1-6682 05-0155090
-------------- ------------ -------------------
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862
------------------------------------------ -------------------
(Address of Principal Executive Offices) (Zip Code)
(401) 431-8697
-------------------------------
(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 February 16, 2006 the Board of Directors (the "Board") of Hasbro,
Inc. ("Hasbro" or the "Company") reviewed and approved the decisions of the
Compensation and Stock Option Committee (the "Committee") of the Board,
which Committee administers Hasbro's 2004 Senior Management Annual
Performance Plan (the "Plan"), with respect to (A) designating those
officers who are eligible to participate in the Plan and potentially
receive cash bonus awards for fiscal 2006, (B) setting the performance
criteria and performance objectives for each such criterion under the Plan
for fiscal 2006, and (C) setting 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 2006 objectives are achieved.
The Hasbro officers selected to participate in the Plan for fiscal
2006 were Alfred Verrecchia, President and Chief Executive Officer, and
Brian Goldner, Chief Operating Officer.
For Mr. Verrecchia and Mr. Goldner, whose 2006 performance will be
evaluated 100% based upon Hasbro's corporate level performance, the 2006
performance criteria and their relative weights designated under the Plan
are as follows: total net revenues, 40%; operating margin, 40%; and free
cash flow, 20%. The Plan provides that performance bonuses can range from
0% to a maximum of 300% of the executive's base salary.
In the cases of both Mr. Verrecchia and Mr. Goldner, the cash bonus
awards attributable to achievement of the corporate objectives under the
Plan will be 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 will not participate in the Plan
with respect to fiscal 2006 are all eligible to receive cash bonus awards
under the Company's Management Incentive Plan ("MIP") for 2006. The
executive officers participating in the MIP for 2006 are: Frank Bifulco,
Jr., President, North American Sales; Simon Gardner, President, Hasbro
Europe; David D.R. Hargreaves, Senior Vice President and Chief Financial
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 corporate and business unit performance
criteria and performance objectives for each such criterion were
established by the Company on February 16, 2006. The corporate performance
criteria under the MIP for 2006 are the same as the criteria described
under the Plan above for 2006. With the exception of Mr. Bifulco and Mr.
Gardner, each of whom have business unit responsibility, all of the
Company's remaining executive officers will receive awards under the MIP
based 100% on Hasbro's corporate level performance for fiscal 2006. For
Mr. Bifulco and Mr. Gardner, achievement of performance objectives under
the MIP is based 40% on achievement of Hasbro's corporate level objectives,
and the remaining 60% of performance is evaluated based upon the
performance of their respective business units against the following two
criteria: total net revenues, 50% and operating margin, 50%.
In addition to setting the performance criteria and objectives for
fiscal 2006 under the MIP, on February 16, 2006 the Company set the target
cash bonus awards associated with varying levels of performance against
those objectives for each such remaining executive officers, subject in
each case, however, to the Company's discretion to modify such bonus awards
based upon personal performance. The MIP provides that performance bonuses
can range from 0% to a maximum of 200% of the executive's base salary.
Finally, in connection with the retirement of Mr. David Wilson,
formerly the President of the Company's Games Segment and Executive Vice
President of Global Business Integration, on February 16, 2006 the Company
vested all of Mr. Wilson's unvested stock options and provided that Mr.
Wilson's stock options with an exercise price of $20.57 per share or higher
will remain exercisable through the original expiration dates for such
options.
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.
------------
(Registrant)
Date: February 21, 2006 By: /s/ Alfred J. Verrecchia
--------------------------
Alfred J. Verrecchia
President and Chief Executive Officer
(Duly Authorized Officer)