HASBRO INC
For the period ended May 21, 2025. Filed Apr 4, 2025.
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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 21, 2025 · Filed Apr 4, 2025
Contents
Proxy Statement Highlights
This 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
| Date and Time 11:00 a.m. Eastern Time Wednesday, May 21, 2025 | Record Date Thursday, March 27, 2025 | Location Online at meetnow.global.com/M9CJTDM |
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Meeting Agenda and Recommendation of the Board of Directors
| Agenda Item | Board Recommendation | PageNumber |
|---|---|---|
| Proposal 1 Election of Ten (10) Directors | “FOR ALL” Hasbro director nominees | 1 |
| Proposal 2 Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers | “FOR” | 59 |
| Proposal 3 Ratification of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal 2025 | “FOR” | 60 |
How to Vote
| Vote Right Away Through Advance Voting Methods | |
|---|---|
| BY INTERNET | Go to the website identified on the enclosed proxy card or voting instruction form. |
| BY PHONE | Call the number on the enclosed proxy card or voting instruction form. |
| BY MAIL | Sign, date and return the enclosed proxy card or voting instruction form in the accompanying pre-addressed envelope. |
| Vote During the Meeting | |
| See the instructions below in our Q&A about the Proxy Materials and the Annual Meeting explaining how to vote during the meeting. | |
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2024 Overview
Playing to Win
Hasbro, Inc. (“Hasbro”) is a leading game, intellectual property (“IP”), and toy company whose mission is to create joy and community through the magic of play. With over 100 years of history, we deliver play-centered, partner-scaled experiences to kids, families, and fans of all ages around the world, through physical and digital games, toys, licensed consumer products, location-based entertainment, film, TV and more.
Using our franchise-first approach, we unlock value from both new and legacy IP, including MAGIC: THE GATHERING, DUNGEONS & DRAGONS, MONOPOLY, HASBRO GAMES, NERF, TRANSFORMERS, PLAY-DOH and PEPPA PIG, as well as premier partner brands. Powered by our portfolio of iconic brands and a diversified network of partners and subsidiary studios, we bring fans together wherever they are, from tabletop to screen.
For more than a decade, Hasbro has been consistently recognized for its corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL Media, a 2025 JUST Capital Industry Leader, one of the 50 Most Community-Minded Companies in the U.S. by the Civic 50, and a Brand that Matters by Fast Company.
Our Strategy
Games, IP, and toys each play an important role in driving our play-focused mission. Toys are often the first handshake we have with consumers, providing an opportunity for fans of all ages to enjoy our brands. Games offer consumers additional channels to experience our brands, both in traditional format and through digital games. Licensing our intellectual property and strategic partnerships provide further opportunities to extend the reach of our brands across digital games, consumer products categories, entertainment, location-based experiences, and more. We believe our diversified portfolio positions us to extend our reach with consumers, meeting them where they are, and to deliver long-term profitable growth.
We are Playing to Win. In 2025, we launched our refreshed strategy “Playing to Win” to refocus the Company on play and partnership. Through play-fueled brand engagement and partner scaledco-investment, we plan to expand our consumer reach as a games, IP, and toy company. We have set goals and objectives to be one of the most profitable and diverse toy and game companies globally, powered by multi-segment and multi-generational franchises. To significantly extend our consumer reach and drive for revenue and profit growth, we are focusing on five key strategic building blocks:
| • | Profitable Franchises: Focus on improving the fundamentals of profitable, play-focused brands, through innovation, partnership, operational excellence, managed cost-discipline and retail execution. |
| • | Aging Up: Expand our consumer base and drive play and collectible experiences for fans of all ages, recognizing that consumers aged 13 and above are gaining purchase share. |
| • | Everyone Plays: Engage across the play spectrum to where we under-index and capture new consumers across demographics and markets. |
| • | Digital and Direct: Embrace new ways to engage with our consumers through video games, digital technology and direct-to-consumer interactions. |
| • | Partner Scale: Capitalize on our partners’ investments and scale to enhance our brands through strategic relationships and licensing arrangements. |
Our Business: Games, IP, and Toys. We operate in three lines of business: games, IP, and toys, each playing a role in driving our play-focused mission.
| Games | IP – Licensing & Entertainment | Toys |
|---|---|---|
| Our high profit, high growth investment center. As consumers embrace digital, our games portfolio offers new channels to express our brands. | Our capital-lite, partner scale opportunity. Licensing drives our brands across consumer product categories, screens and experiences. | Our first handshake with consumers; a cash generative business in a category driven by brands, innovation and licenses. |
As a Company, we believe we possess a number of competitive advantages, including: 1) a broad and deep brand portfolio rooted in play; 2) one of the biggest and most diverse licensing businesses in the world; and 3) a profitable games business anchored by MAGIC: THE GATHERING, MONOPOLY, DUNGEONS & DRAGONS, and Hasbro gaming classics.
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Our competitive advantages reinforce one another. Our toy and game brands fuel our licensing business. Our licensing business benefits from external capital and marketing investments which strengthen our brands and our bottom line. Our games business adds further strength to our balance sheet giving us the investment dollars to upgrade core capabilities like design, supply chain, and marketing and gives us new ways to expand our brands’ consumer reach, particularly in digital.
Operational Excellence: Transforming Hasbro. We are midway through a turnaround. Over the past two years our transformation initiatives have focused on:
| • | Divestiture of our eOne film and TV business, which returned “play” to the center of our mission and investment priorities, ultimately reducing content spend by over 90%, while increasing the number of entertainment projects in development based on our brands. |
| • | Reducing complexity across the business, including significantly lowering SKU count, decreasing owned inventory levels and reducing the cost structure. |
| • | Reinvigorating licensing and expanding into new partnerships across toys, gaming and experiences. |
| • | Accelerating digital initiatives and digitally-orientated partnerships. |
| • | Right-sizing the organizational structure. |
Now we are continuing to transform the business by upgrading our systems and talent with an emphasis on:
| • | Supply chain excellence to continue improving predictability, costs and services across the network. |
| • | Accelerating product innovation and design to improve quality of our products, reduce time to market, and lower costs. |
| • | Process and systems modernization across IT, accounting, finance and HR. |
| • | Adoption of AI and digital solutions to innovate, improve operational efficiency, and go to market digitally. |
Fiscal 2024 Results
We finished 2024 with momentum, led by another record year in our Wizards of the Coast and Digital Gaming segment behind growth in licensed and digital gaming and strong performance in MAGIC: THE GATHERING. We had record adjusted operating margin, exceeding 20% on a company-wide basis, due primarily to favorable business mix, cost-savings and reduction inclose-out sales. Our full-year revenues and our consumer products segment were down in line with expectations.
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Board Matters
Proposal 1 — Election of Directors
The following table summarizes information about each of the ten (10) 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. Blake Jorgensen will retire from the Board and will not be standing forre-election at the Annual Meeting due to other commitments.
| Name and Principal Occupation · Age* · DirectorSince · Independent · Audit · Comp · Finance · Nom/Gov | |||
|---|---|---|---|
| Hope F. Cochran Managing Director of Madrona Venture Group | 53 | 2016 | ✓ |
| Christian P. Cocks Chief Executive Officer of Hasbro | 51 | 2022 | |
| Lisa Gersh Outside Advisor; Former Chief Executive Officer of Alexander Wang | 66 | 2010 | ✓ |
| Frank D. Gibeau President of Zynga at Take-Two Interactive | 56 | 2024 | ✓ |
| Elizabeth Hamren Chief Executive Officer of Ring, Inc. | 53 | 2022 | ✓ |
| Darin S. Harris Chief Executive Officer of Goddard Systems, LLC; Former Chief Executive Officer of Jack in the Box, Inc. | 56 | 2024 | ✓ |
| Owen Mahoney Former Chief Executive Officer and President of Nexon Co. Ltd. | 58 | 2024 | ✓ |
| Laurel J. Richie Independent Branding Consultant; Former President of Women’s National Basketball Association | 66 | 2020 | ✓ |
| Richard S. Stoddart Chair of the Board of Hasbro and Former President and Chief Executive Officer of InnerWorkings, Inc. | 62 | 2014 | ✓ |
| Mary Beth West Senior Advisor – McKinsey & Co.; Former Senior Vice President, Chief Growth Officer of The Hershey Company | 62 | 2016 | ✓ |
| * | Age and Committee memberships are as of April 4, 2025. Committee assignments and chairs, including the appointment of a new Audit Committee chair, are expected to be reviewed and updated following the Annual Meeting. |
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| Chair: | Member: | Audit Committee Financial Expert: |
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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 a skilled, knowledgeable and 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, expertise, and perspectives on the Board serves to strengthen management and our Company.
The Board’s nominees for director consist of proven leaders with experience across a wide range of industries, including digital gaming, consumer products and consumer brands, 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
We regularly engage with our shareholders on our strategy and performance, as well as financial, compensation, corporate governance and other Environmental, Social and Governance (ESG) matters. We do this as part of our commitment to build relationships, discuss and receive feedback on our strategy, 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 some of 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 addition to our year-round engagement, as we have done for many years, we proactively extended an invitation to our top 25 shareholders (holding in aggregate approximately 58% of our outstanding shares) to meet and we had discussions with those who accepted our invitation. 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 refreshment, director composition, skill-sets, directoron-boarding and evaluation process, our executive compensation plans, pay competitiveness, corporate governance, our ESG disclosure, programs and priorities, and business strategy, risks and opportunities.
Key Actions Taken in the Past Year Considering Shareholder Feedback
Strategic Review and Progress
| • | Continued to refine overall business strategy, with a focus on gaming, IP and toys. |
| • | Continued progress to deliver $750 million in annual gross cost-savings by end of fiscal 2025. |
| • | Ended the year with a cleaner balance sheet, leaner cost structure and improved operational rigor. |
| • | Reduced long-term debt by $83 million in 2024. |
Governance Changes
| • | We continued our board refreshment with the retirement of three longer-tenured directors and the addition of three new directors with chief executive officer, digital gaming and consumer products experience. |
| • | Completed an independent third-party board effectiveness assessment in 2024. |
| • | Added human capital and talent oversight to the remit of the Compensation and Talent Committee. |
| • | Added cybersecurity and data privacy oversight to the remit of the Audit Committee. |
Compensation Changes
| • | Continued program to reward performance based on key financial metrics: |
| - | Short-Term Incentive: Revenue, operating profit dollars and operational excellence cost-savings. |
| - | Long-Term Incentive: Cumulative EPS over a three-year period with a TSR modifier. |
ESG Updates
| • | Reported that our Science Based Targets for 2030 and 2050 have been validated. |
| • | Reviewed key updates to our ESG progress report, which was released in 2024. |
We believe that “play” is a human right, and we understand our influence as a leading toy maker comes with great responsibility to ensure children’s safety - physically, mentally and emotionally. During shareholder engagement, we discussed how our business impacts children’s human rights. We believe that the well-being of children globally is inextricably linked to the success of our company. Our commitment to respecting the human rights of children is implemented through our high ethical standards and our deep and long-standing commitment to product safety
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and quality products. The recently adopted Corporate Sustainability Reporting Directive (“CSRD”) and Corporate Sustainability Due Diligence Directive (“CSDDD”) regulations from the European Union will require certain companies with operations in the EU to report on social and environmental impacts, opportunities and risks - aligning them more closely to business activities and financial performance - and to conduct human rights and environmental due diligence of our operations, including assessment of certain of our policies, practices and products. We are beginning the work of complying with the CSRD and are monitoring the applicability and timing of CSDDD regulations to our business. We plan to report the results of the human rights and environmental due diligence of our business in compliance with these regulations when required.
Environmental, Social and Governance
ESG 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 sustainability, human rights and ethical sourcing, 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 SEC and public disclosures in specific matters, such as conflict minerals and enterprise risk. The full Board receives regular updates regarding our ESG progress. And our CEO and the Executive Leadership Team (“ELT”) regularly review our ESG performance, progress and opportunities. Our ELT and members of our global corporate sustainability team meet several times a year to ensure management oversight of the Company’s ESG strategy, impact and performance. This group sets the direction for our global ESG strategy and ensures the integration of ESG throughout the organization and supply chain.
Focus Area: Climate and Sustainability
| • | We are working to reduce our environmental footprint through innovation and continuous improvement of our operations. |
| • | The Science-Based Targets Initiative (“SBTi”) has validated our greenhouse gas emission reductions targets. |
| • | We continue our industry-first toy recycling program in partnership with TerraCycle. |
| • | We continue our work to integrate the climate risk identification and mitigation into our overall enterprise risk management process and into our preparation work for CSRD. |
Focus Area: Human Rights and Ethical Sourcing
Our Human Rights and Ethical Sourcing program is dedicated to ensuring that facilities involved in the production of our toys, games and licensed consumer products comply with our Global Business Ethics Principles. The program is designed to ensure fair and safe working conditions; fairness, dignity and respect for workers; and supplier engagement to ensure strong safety, health and environmental performance.
For more information on our ESG activities, please see our CSR website athttps://csr.hasbro.com/en-us/esg-reports.
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Executive Compensation
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 87.6%, 91.4% and 88.0% of the shares voted at the 2024, 2023 and 2022 Annual Meetings, respectively. Highlights of our compensation programs for 2024 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”.
| 2024 Executive Compensation Program Elements | |
|---|---|
| Type of Annual Cash Compensation | |
| Base Salary | • Fixed compensation • Set at a market competitive level, in light of individual experience and performance |
| Annual Incentive Awards | • Performance-based • Aligns management behavior with maximizing shareholder value • Tied to company and business area achievement against stated annual financial and strategic goals • Performance measures evaluated - Total Net Revenues - Operating Profit Dollars - Operational Excellence Program - Cost-savings • Individual Performance Adjustment: Designed to enable us to reward for strategic and operating performance not captured by the financial metrics listed by allowing the Committee to adjust the payouts down to 0% or up to +35% based on individual performance |
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| 2024 Executive Compensation Program Elements | |
|---|---|
| Type of Annual Long-Term Incentive Compensation | |
| Performance Share Units | • Represented 50% of annual target equity award value for our CEO and other NEOs, excluding new hire awards • Earned based on challenging long-term three-year goals requiring sustained strong operating performance • Tied to achievement of EPS targets over a 3-year performance period • Adjusted +/- 25% by a TSR Modifier compared to S&P 500 companies |
| Restricted Stock Units | • Represented 50% of annual target equity award value for our CEO and the other NEOs, excluding new hire awards • Vest in three equal annual installments over the first three anniversaries of the grant date • Provides appropriate retention to executives while continuing to align with shareholder interests through stock price performance |
Our Auditors
Proposal 3 — Proposal to Ratify the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2025 Fiscal Year
You are being asked to vote to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal 2025. Detailed information about this proposal can be found below under the heading “Proposal to Ratify the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2025 Fiscal Year (Proposal 3).”
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