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 23, 2013
 
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
 
02862
(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 23, 2013, Hasbro, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting").  As of the record date of March 27, 2013 , there were 129,330,359 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 thirteen directors to serve as directors for a one-year term to expire at the 2014 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
    
100,124,553
      
818,838
      
11,917,240
  
Alan R. Batkin
    
98,146,692
      
2,796,699
      
11,917,240
  
Frank J. Biondi, Jr.
    
95,890,499
      
5,052,892
      
11,917,240
  
Kenneth A. Bronfin
    
100,384,107
      
559,284
      
11,917,240
  
John M. Connors, Jr.
    
100,334,870
      
608,521
      
11,917,240
  
Michael W.O. Garrett
    
98,259,705
      
2,683,686
      
11,917,240
  
Lisa Gersh
    
100,472,374
      
471,017
      
11,917,240
  
Brian D. Goldner
    
100,387,895
      
555,496
      
11,917,240
  
Jack M. Greenberg
    
97,224,958
      
3,718,423
      
11,917,240
  
Alan G. Hassenfeld
    
100,341,264
      
602,127
      
11,917,240
  
Tracy A. Leinbach
    
100,541,935
      
401,456
      
11,917,240
  
Edward M. Philip
    
100,160,273
      
783,118
      
11,917,240
  
Alfred J. Verrecchia
    
99,781,019
      
1,162,372
      
11,917,240
  

Proposal II – Advisory Vote on Executive Compensation of the Named Executive Officers
Shareholders approved, on an advisory basis, the Company's compensation of its Named Executive Officers, as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections of the Company's 2013 Annual Meeting Proxy Statement. The voting results for this proposal were as follows:
 
 
 
 
 
 
 
 
For
  
Against
  
Abstain
  
Broker Non-Votes
64,509,750
  
36,168,114
  
265,527
  
11,917,240



Proposal III – Approval of Amendments to the Company's Restated 2003 Stock Incentive Performance Plan
Shareholders approved amendments to the Company's Restated 2003 Stock Incentive Performance Plan. The voting results for this proposal were as follows:
 
 
 
 
 
 
 
 
For
  
Against
  
Abstain
  
Broker Non-Votes
90,759,547
  
9,929,177
  
254,483
  
11,917,424


Proposal IV - Ratification of Independent Registered Public Accountants for Fiscal Year 2013
Shareholders ratified the appointment of KPMG LLP to serve as the Company's independent registered public accountants for its 2013 fiscal year.  The voting results for this proposal were as follows:
 
 
 
 
 
 
For
  
Against
  
Abstain
111,977,038
  
708,301
  
175,292




Proposal V – Shareholder Proposal Entitled "Supplier Sustainability Reporting"
Shareholders did not approve the shareholder proposal entitled "Supplier Sustainability Reporting."  The voting results for this proposal were as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
2,556,560
  
80,216,556
  
18,170,091
  
11,917,424

 


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 29, 2013