HASBRO INC
For the period ended May 16, 2024. Filed Apr 3, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 3, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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HASBRO, INC.
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Letter to Our Shareholders
April 3, 2024
Dear Hasbro Shareholders,
More than a year ago, Hasbro laid out a blueprint for a more focused and profitable company with a series of growth initiatives built on a diverse portfolio of some of the most iconic brands in the toy and game industry. In 2023, your Board continued to oversee the evolution of Hasbro’s strategy to refocus on play with a philosophy of “Fewer, Bigger, Better”. Fewer SKUs that drive higher impact, Bigger investment behind winning brands in key categories, and Better innovation driven by a renewed leadership team and a focus on kids, parents and fans, the lifeblood of Hasbro.
Business transformations take time, and 2023 was the year we reset our business. As we navigated a challenging macro-economic environment and a declining industry, we took aggressive steps to sharpen our portfolio focus with the sale of eOne Film & TV, reset our cost base, and reduce our inventory. The result: growth in our key categories, reduced debt, and the best inventory levels we’ve had since well before the pandemic. Hasbro is entering 2024 with a healthier balance sheet, a leaner cost structure, and an operational rigor that we believe will maintain and build on these improvements in the quarters ahead. We have also increased our cost-savings target to $750 million annually by the end of 2025 as a result of our Operational Excellence program.
Last year demonstrated the strength of our diverse portfolio of brands as we saw full year growth in MAGIC: THE GATHERING, DUNGEONS & DRAGONS, TRANSFORMERS, and a strong contribution from the launch of FURBY. For 2024, we have the Transformers One movie coming later this year, and innovative products from both our toy and game teams that will drive us into 2025. From there, we expect to see our momentum accelerate thanks to our progress in rebuilding our innovation pipeline and resetting our cost structure.
In March 2024, we announced a further refresh of our board of directors with the addition of Frank Gibeau, Darin Harris, and Owen Mahoney, individuals who bring significant executive leadership, operational experience, digital gaming and consumer products expertise. We also announced that Michael Burns, Tracy Leinbach and Linda Zecher Higgins, three of our longer tenured directors, will retire from the board at the annual meeting and will not stand forre-election. We very much appreciate the tremendous leadership and service each of them have provided to our board.
At the Annual Meeting, Alan Hassenfeld will step down from his role as Chairman Emeritus. Mr. Hassenfeld has been and will always be a prominent architect of Hasbro’s legacy, and we look forward to sharing more soon on how we will honor him and the contribution of the Hassenfeld family to Hasbro. Mr. Hassenfeld will forever be part of Hasbro’s history, and he will continue to be part of Hasbro’s future as he deepens his incredible philanthropic work and we jointly work to further Hasbro’s mission.
As Hasbro, its management team and the talented team of individuals representing its brands around the world undertake this strategic transformation, we take great pride in the values and ethics that guide the organization. Congratulations to the team for being recognized by Ethisphere as one of the 2024 World’s Most Ethical Companies.
We appreciate your ongoing support of Hasbro and look forward to continuing to work closely with shareholders to further unlock the value in this great Company. While our share price hasn’t performed to our standards, we’ve continued to support our category-leading dividend and are working closely with the new management team with a focus on executing our strategy to drive long-term shareholder value.
Sincerely,
Richard S. Stoddart Chair of the Hasbro Board of Directors
Hasbro, Inc. Notice of 2024
Annual Meeting of Shareholders
| Date: | Thursday, May 16, 2024 |
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| Time: | 11:00 a.m. Eastern Time |
| Where: | The Hasbro, Inc. 2024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held in a virtual format only. Our virtual meeting will be structured in a manner intended to provide our shareholders with a participation experience similar to an in-person meeting. Shareholders will be able to listen, vote, and submit questions during the Annual Meeting from any location that has Internet connectivity by registering to attend the meeting at www.meetnow.global/M55AKUW. |
| Record Date: | Only shareholders of record of the Company’s common stock at the close of business on March 20, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. |
| Purpose | |
| Elect eleven (11) directors. | |
| Approve an advisory vote on the compensation of the Company’s named executive officers. | |
| Ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year. | |
| Approve amendments to the Company’s Restated 2003 Stock Incentive Performance Plan, as amended. | |
| Transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting. |
Voting
How to Vote
| Vote Right Away Through Advance Voting Methods | Voting During the Meeting | ||
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| Vote by Internet Go to the websiteidentified on the enclosed proxy card or votinginstruction form. | Vote by Phone Call the number onthe enclosedproxy card or voting instruction form. | Vote by Mail Sign, date and returnthe enclosedproxy card or voting instruction form in the accompanyingpostage-paid pre-addressedenvelope. | Vote During the Meeting See the instructions below regarding how to voteat the Annual Meeting. |
Your Board of Directors unanimously recommends that you vote “FOR ALL” the nominees proposed by your Board of Directors on the proxy card, “FOR” advisory approval of the Company’s compensation for its named executive officers, “FOR” the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2024, and “FOR” the amendments to the 2003 Stock Incentive Performance Plan.
By Order of the Board of Directors,
Tarrant Sibley
Executive Vice President, Chief Legal Officer &
Corporate Secretary
April 3, 2024
Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting
to be held on May 16, 2024:
On or about April 3, 2024, we will begin mailing a Notice of Internet Availability of Hasbro’s Proxy Materials to shareholders informing them that this Proxy Statement for the Annual Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and voting instructions are available, free of charge, at https://investor.hasbro.com/financial-information/annual-meeting. As is more fully described in that Notice, all shareholders may choose to access our proxy materials on the Internet or may request to receive paper copies of the proxy materials.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.