HASBRO, INC.
For the period ended Jun 11, 2026. Filed Apr 17, 2026.
View on SEC.govAbout this filing
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.
Jun 11, 2026 · Filed Apr 17, 2026
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 Thursday, June 11, 2026 | Record Date Thursday, April 13, 2026 | Location Online at meetnow.global.com/MHMKPY9 |
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Meeting Agenda and Recommendation of the Board of Directors
| Agenda Item | Board Recommendation | Page Number |
|---|---|---|
| Proposal 1 Election of Eleven (11) Directors | “FOR ALL” Hasbro director nominees | 1 |
| Proposal 2 Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers | “FOR” | 60 |
| Proposal 3 Ratification of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal 2026 | “FOR” | 61 |
How to Vote
| Vote Right Away Through Advance Voting Methods | |
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| 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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2025 Overview
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 expertise, we deliver play experiences to kids, families, and fans around the world, through physical and digital games, video games, toys, licensed consumer products, location-based entertainment, film, TV and more.
Through our franchise-first approach, we unlock value from both new and legacy IP, including MAGIC: THE GATHERING, MONOPOLY, HASBRO GAMES, PLAY-DOH, TRANSFORMERS, DUNGEONS & DRAGONS, NERF, 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 Playing to Win 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 consumers 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 provides 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 for continuous and extended reach with consumers and long-term growth.
In 2025, we launched our refreshed strategy, “Playing to Win,” to refocus the Company on inspiring a lifetime of play across more categories, more partners, and more ways to engage. Through play-fueled brand engagement and partner scaled co-investment, including video games, artificial intelligence (“AI”) enabled entertainment, and licensing, we seek to expand our consumer reach as a games, IP, and toy company. We aim to be one of the most profitable and diverse toy and game companies globally, powered by gamified, entertainment-driven, multi-purchase, 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:
| • | Anytime is Playtime: Focus on winning play occasions and distribution point by making our brands accessible, relevant, and engaging wherever, whenever, and however consumers choose to play. |
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| • | 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. |
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| • | Everyone Plays: Engage across the play spectrum to where we under-index and capture new consumers across demographics and markets. |
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| • | Digital and Direct: Embrace new ways to engage with our consumers through video games, digital technology and direct-to-consumer interactions. |
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| • | Partner Scale: Capitalize on our partners’ investments and scale to enhance our brands through strategic relationships and licensing arrangements. |
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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: a broad and deep brand portfolio rooted in play; one of the biggest and most diverse licensing businesses in the world; and 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 transformation. Over the past several years our initiatives have focused on:
| • | Reinvigorating licensing by expanding into new partnerships across toys, gaming and experiences and by strengthening existing partnerships with key partners, including the extension of our agreement with The Walt Disney Company. |
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| • | Accelerating digital initiatives and digitally-orientated partnerships. |
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| • | Right-sizing our organizational structure. |
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| • | Reducing complexity across the business, including significantly reducing SKU count, reducing owned inventory levels and reducing the cost structure. |
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| • | Divestiture of our non-core film and TV business, which returned “play” to the center of our mission and investment priorities, ultimately reducing content spend by over 90%. |
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We are continuing to transform the business by upgrading our systems and talent with an emphasis on:
| • | Rapid adoption of AI, including launching new enabled services and digital solutions to innovate, improve operational efficiency, and go to market digitally. |
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| • | Modernizing how we design and develop products and work with manufacturers to improve the time to market, improve agility and reduce costs. |
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| • | Process and systems modernization across IT, accounting, finance and HR. |
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| • | Supply chain excellence to continue improving predictability, costs and services across the network. |
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| • | Establishing an inspired workforce with a performance culture built on solid fundamentals, strong values and bar-raising feedback. |
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| • | Building a “test and learn” engine to enable ideas to move from concept to market with speed, evidence and consumer co-creation. |
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Fiscal 2025 Results
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Board Matters
Proposal 1 — Election of Directors
The following table 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. Mary Beth West will retire from the Board and will not be standing for re-election at the Annual Meeting.
| Name and Principal Occupation · Age* · Director Since · Independent · Audit · Comp · Finance · Nom/Gov | |||
|---|---|---|---|
| Douglas Bowser Former President and Chief Operating Officer of Nintendo of America, Inc. | 64 | 2026 | ✓ |
| Hope F. Cochran Venture Partner of Madrona Venture Group | 54 | 2016 | ✓ |
| Christian P. Cocks Chief Executive Officer of Hasbro | 52 | 2022 | |
| Lisa Gersh Outside Advisor; Former Chief Executive Officer of Alexander Wang | 67 | 2010 | ✓ |
| Frank D. Gibeau President of Zynga at Take-Two Interactive | 57 | 2024 | ✓ |
| Elizabeth Hamren Chief Executive Officer of AllTrails, LLC | 54 | 2022 | ✓ |
| Darin S. Harris Chief Executive Officer of Goddard Systems, LLC | 57 | 2024 | ✓ |
| Owen Mahoney Former Chief Executive Officer and President of Nexon Co. Ltd. | 59 | 2024 | ✓ |
| Laurel J. Richie Independent Branding Consultant; Former President of Women’s National Basketball Association | 67 | 2020 | ✓ |
| Richard S. Stoddart Chair of the Board of Hasbro and Former President and Chief Executive Officer of InnerWorkings, Inc. | 63 | 2014 | ✓ |
| Carla Vernón Chief Executive Officer of The Honest Company | 55 | 2026 | ✓ |
| * | Age and Committee memberships are as of April 17, 2026. Laurel Richie will become chair of Nominating, Governance and Social Responsibility effective at the Annual Meeting following the retirement of Mary Beth West. |
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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.
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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 the aggregate approximately 59% 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 business strategy, risks and opportunities, our executive compensation plans, pay competitiveness, corporate governance, director refreshment, director composition, skill-sets, director on-boarding and evaluation process, trade associations, and ESG disclosure, programs and priorities.
Key Actions Taken in the Past Year Considering Shareholder Feedback
| • | Launched our Playing to Win Strategy, with a focus on gaming, IP licensing and entertainment, and toys. |
| • | Further reduced complexity across our business resulting in improved cost structure. |
| • | Announced a dual headquarters structure to align our business focuses, with our toy and games business to be operated out of our new Boston, MA office starting in Q4 2026, and our digital and Wizards business operating principally out of our Renton, WA office. |
| • | Spent $225 million to reduce long-term debt in 2025. |
| • | Continued our board refreshment with the retirement of one longer-tenured director and the addition of two new directors with chief executive officer, digital gaming, branding and consumer products experience. |
| • | Continued program to reward performance based on key financial metrics. |
| • | Continued to make progress on our Impact strategy and ESG initiatives. |
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.
Focus Area: Climate and Sustainability
We recognize the impact our business can have on the environment and are working to reduce our footprint. We view sustainability challenges as opportunities to innovate and to continuously improve our product design and operational efficiencies.
We continue to work to integrate climate risk identification and mitigation into our overall enterprise risk management process and business. As part of this effort, we published a Climate and Nature Transition Plan and an IFRS S2 disclosure, where we describe how climate change could impact our business and the key actions we are taking that are designed to strengthen our resiliency. These disclosures contribute to our ongoing preparation work for the European Union’s Corporate Sustainability Reporting Directive (“CSRD”).
Focus Area: Human Rights and Ethical Sourcing
Our Human Rights and Ethical Sourcing program launched over 30 years ago and is dedicated to ensuring that facilities involved in the production of our toys, games and licensed consumer products comply with Hasbro’s Global Business Ethics Principles. The program is designed to ensure fair and safe working conditions; fairness, dignity and respect for workers; and robust supplier engagement to ensure strong safety, health and environmental performance. While working on these issues with partners, suppliers, third-party factories and licensees is complex, we remain vigilant in our commitment to ensure workers in our supply chain are treated in accordance with our high ethical standards and applicable laws.
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. We recognize the well-being of
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children globally is inextricably linked to the success of our Company. Our commitment to respecting the human rights of children is implemented in the following areas.
| • | Product Safety: Understanding our responsibility to respect human rights extends to our products, we implement our human rights commitment to children through our deep and long-standing commitment to product safety. To ensure the safety of children who play with our products, we have rigorous quality assurance and product safety standards and processes. |
| • | Community: Our human rights commitment to children’s rights and well-being is implemented, in part, through our community investments to support children-based initiatives. |
For more information on our ESG activities, please see our CSR website athttps://csr.hasbro.com/en-us/esg-reports.
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 a pay-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 96.7%, 87.6% and 91.4% of the shares voted at the 2025, 2024 and 2023 Annual Meetings, respectively. Highlights of our compensation programs for 2025 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”.
| 2025 Executive Compensation Program Elements | |
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| 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 - Tied to company and business area achievement against stated annual financial goals • Performance measures evaluated - Total Net Revenues - Operating Profit Dollars • 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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| 2025 Executive Compensation Program Elements | |
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| Type of Annual Long-Term Incentive Compensation | |
| Performance Share Units | • Represented 50% of annual target equity award value for our CEO and other NEOs • Earned based on challenging long-term three-year goals requiring sustained strong operating performance • Aligns management behavior with maximizing shareholder value • Tied to achievement of EPS targets over a 3-year performance period • Modified +/- 25% by our relative TSR performance compared to S&P 500 companies • If our cumulative TSR at the end of a 3-year performance period is greater than or equal to 33%, the award vests at a minimum of 50% of target |
| Restricted Stock Units | • Represented 50% of annual target equity award value for our CEO and the other NEOs • 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 2026 Fiscal Year
You are being asked to vote to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal 2026. 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 2026 Fiscal Year (Proposal 3).”
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