HASBRO INC

This proxy summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement before voting.

Annual Meeting Information

Meeting Agenda and Recommendation of the Board of Directors

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2023 Overview

Creating Magic Through Play

We are a leading toy and game company whose mission is to entertain and connect generations of fans through the wonder of storytelling and exhilaration of play. We are “Creating Magic Through Play”. We deliver engaging brand experiences for global audiences across gaming, consumer products and entertainment, with a portfolio of iconic brands including MAGIC: THE GATHERING, Hasbro Gaming, PLAY-DOH, NERF, TRANSFORMERS, DUNGEONS & DRAGONS, and PEPPA PIG, as well as premier partner brands.

We are guided by our purpose to create joy and community for all people around the world, one game, one toy, one story at a time. For more than a decade, we have been consistently recognized for our corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL Media, one of the World’s Most Ethical Companies by Ethisphere Institute and one of the 50 Most Community-Minded Companies in the U.S. by the Civic 50.

Our strategic plan supports our mission by bringing compelling and expansive brand experiences to consumers and audiences around the world. Using this approach, our brands are transformed asstory-led andplay-led consumer franchises brought to life through games, play and other experiences, and are offered across a multitude of platforms and media. Our commitment to disciplined, strategic investments, differentiates Hasbro with diversified capabilities focused on driving long-term, sustainable and profitable growth and enhancing shareholder value.

2023 Overview

Fiscal year 2023 was a year of transformation for our business. Following the October 2022 announcement of our revised strategic plan, we embarked upon an ambitious, multi-year transformation guided by our revamped business strategy. Since that announcement, we have created efficiencies in our supply chain, improved our inventory position, lowered our costs, and reinvested back into the core focus areas of our business. During fiscal 2023, we strengthened our leadership team with industry veterans and turnaround experts and have focused our strategic investments on our most valuable and profitable franchises across games, toys, licensing and entertainment. This focused strategy led to the decision to sell certainnon-core parts of the business, including the Entertainment One film and television business not relating to Hasbro and family-oriented brands. In 2023, we experienced stronger than expected market headwinds and an overall industry decline, resulting in our difficult decision to take additional headcount reductions and accelerate the process of making organizational changes that will reallocate people and resources, both in effort to strengthen our foundation and position Hasbro for growth.

2023 Financial Performance

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Board Matters

Proposal 1 — Election of Directors

The table below summarizes information about each of the eleven (11) director nominees nominated by your Board, including their current committees of the Board. Detailed information about each of your Board’s nominees, including their background, skills and areas of expertise, can be found below under the heading “Election of Directors (Proposal 1)”. Your Board of Directors unanimously recommends that you vote “FOR ALL” your Board’s director nominees. In March 2024, we announced that Michael Burns, Tracy Leinbach and Linda Zecher Higgins will retire from the Board and will not be standing forre-election at the Annual Meeting.

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Profile of the Board’s Nominees for Director

The Board’s nominees are balanced by experience, age, gender and tenure. The Board’s nominees are an experienced, diverse group, with each member contributing and having his or her voice heard while supporting and appropriately challenging management. The Nominating, Governance and Social Responsibility Committee and the Board believe the mix of experience, diversity and perspectives on the Board serves to strengthen management and our Company.

The Board’s nominees for director consist of a strong group of proven leaders with experience across a wide range of industries, including digital gaming and consumer products, with a significant amount of turnaround and operational experience, giving us a diverse set of skills, viewpoints and expertise.

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Shareholder Engagement

Hasbro has engaged with numerous shareholders on the Company’s strategy and performance, financial, compensation, corporate governance and other Environmental, Social and Governance (“ESG”) matters for many years. We do this as part of our commitment to build relationships, be responsive to shareholders and ensure that our actions are informed by the viewpoints of our investors. Our shareholder engagement efforts are conducted year-round.

In addition to discussions just before our annual meeting, we initiate discussions during a quieter period several months before, typically in the fourth quarter, reaching out to our largest shareholders. Board members, such as the independent chair or chair of one of the Board committees, are made available to participate in these discussions. We believe that positive, two-way dialogue builds informed relationships that promote transparency and accountability. Management provides written and oral updates on the discussions with shareholders to the Board, which considers shareholder perspectives, as well as the interests of all stakeholders, when overseeing company strategy, formulating governance practices and designing compensation programs. In 2023, we had many conversations with our shareholders and proxy advisory firms to discuss our strategy and leadership changes.

In addition to our year-round engagement, in 2023 and early 2024, we proactively extended an invitation to our top 25 shareholders (holding in aggregate approximately 57% of our outstanding shares) to meet and we had discussions with those who accepted our invitation. We also spoke with shareholders who reached out to us. This year we covered a variety of topics, with a primary focus on the actions we have taken in response to shareholder feedback over the past year, as well as our director composition, contemplated changes to our executive compensation plans, corporate governance and our ESG disclosure, programs and priorities.

Key Actions Taken in the Past Year Considering Shareholder Feedback

Strategic Review:

Governance Changes:

Compensation Changes:

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ESG Updates:

Disclosure Changes:

Driving ESG Performance

Overview

At Hasbro, we believe strong ESG performance drives long-term value creation for our business and stakeholders.

The following discusses ESG governance and our ESG focus areas and priorities.

Governance

ESG governance starts with our Board, with specific oversight by our Nominating, Governance and Social Responsibility Committee of the Board (“Governance Committee”). ESG topics, such as climate and environment, human rights and diversity, equity and inclusion (“DE&I”), are regular agenda items at Governance Committee meetings. The Governance Committee analyzes these issues and makes recommendations to the full Board. In addition, the Audit Committee of our Board oversees Securities and Exchange Commission (“SEC”) and public disclosures in specific areas like conflict minerals, climate and sustainability, and enterprise risk. Through our Compensation Committee, the Board considers ESG performance and priorities when determining performance and compensation for our senior executives. The full Board receives regular updates regarding our ESG progress.

In addition to Board-level governance, our CEO and the Executive Leadership Team (“ELT”) regularly review our ESG performance, progress and opportunities. Our ESG Committee, comprised of our ELT and members of our global corporate sustainability team, meets several times a year to ensure rigorous management oversight of the Company’s ESG strategy, impact and performance. The ESG Committee sets the direction for our global ESG strategy and ensures the integration of ESG throughout the organization and supply chain.

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Building on Our Progress and Reaching New Heights

ESG at Hasbro is the framework for translating our Company’s purpose into action – getting from “why” we exist to “how” we deliver sustainable, long-term value for our Company and stakeholders. We integrate ESG across our business and are proud of our strategic initiatives that are intended to further our purpose and make a positive impact for our employees, consumers, investors, and planet.

ESG Strategic Priorities

Carbon Reduction:

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Climate Risk and Resilience:

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channel for the employees to provide the business with input, guidance and perspective on strategic brand development and marketing initiatives early in the creation process related to race, ethnicity, gender identity, sexual orientation, veteran status and ability.

For a further discussion of our ESG efforts and goals, please see Part I, Item 1, Business, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, under the headings “Environment, Social and Governance Performance” and “Human Capital Management”. You may also review our ESG progress report and updates contained on our website athttps://csr.hasbro.com/en-us/news. The contents of our website are not incorporated by reference into this Proxy Statement.

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Executive Compensation Matters

Proposal 2 — Advisory Vote on Compensation of Named Executive Officers

Our Board of Directors recommends that shareholders vote, on an advisory basis, to approve the compensation paid to our named executive officers (“NEOs”) as described in this Proxy Statement. Our compensation programs embody apay-for-performance philosophy that supports our business strategy and closely aligns executive interests with those of our shareholders. Our shareholders supported our Say-on-Pay votes in the last three years, with favorable votes from 91.4%, 88.0% and 81.3% of the shares voted at the 2023, 2022 and 2021 Annual Meetings, respectively. Our average favorable approval of our Say-on-Pay votes over the past five years has been 90.4%. Highlights of our compensation programs for 2023 and our compensation best practices follow. Detailed information about this proposal can be found below under the heading “Shareholder Advisory Vote on Compensation for Named Executive Officers (Proposal 2)” and “Compensation Discussion and Analysis”.

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Our Auditors

Proposal 3 — Ratification of Independent Registered Public Accounting Firm

You are being asked to vote to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal 2024. Detailed information about this proposal can be found below under the heading “Ratification of Independent Registered Public Accounting Firm (Proposal 3).”

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Our Stock Incentive Plan

Proposal 4 — Approval of Amendments to our Restated 2003 Stock Incentive Performance Plan

You are being asked to approve amendments to our Restated 2003 Stock Incentive Performance Plan, as amended (the “2003 Plan”) to increase the authorized shares available for issuance under the plan and remove the sublimit restricting the number of full value shares that may be issued, as stock options are not anticipated to be a significant part of the long-term incentive compensation mix going forward. As we continue to evolve our business strategy, we need the ability to grant appropriate and competitive incentives to attract, motivate and retain key personnel and reward those who contribute to the success and performance of our business. We provide variable performance-based compensation that aligns the interests of those persons with shareholders while appropriately rewarding those persons for contributing to our success and the delivery of strong performance.

We are requesting shareholders to approve an increase in the shares available for issuance under the 2003 Plan by 1,100,000 shares and to remove the sublimit restricting the number of full value shares that may be issued under the 2003 Plan. Detailed information about this proposal can be found under the heading “Proposal to Approve Amendments to the Restated 2003 Stock Incentive Performance Plan (Proposal 4).”

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