Hasbro : 2025 Proxy Statement

Published: 2025-04-04 08:59:07 ET HAS

Notice of 2025 Annual Meeting of

SHAREHOLDERS & PROXY STATEMENT

Letter to Our Shareholders

April 4, 2025

Dear Hasbro Shareholders,

Hasbro is Playing to Win. Our new strategic plan is grounded in our mission to create joy and community through the magic of play. As a games, IP and toy company, we aim to expand our reach to even more fans around the world through play-fueled brand engagement and partner scaled co-investment. Hasbro has set a clear objective to be one of the most profitable and highest consumer reach toy and game companies globally, powered by multi-segment and multi-generational franchises.

The strategic plan is focused on five key building blocks that drive decision-making and investment prioritization.

• Profitable Franchises: Focusing on driving profitable growth across our brands and verticals.

• Aging Up: Building our business with consumers aged 13 and above.

• Everyone Plays: Expanding our business with new brands and extensions to underserved segments.

• Digital and Direct: Scaling our brands with new video games and digital marketplaces.

• Partner Scale: Growing our franchises through licenses that expand our consumer reach and enhance profits.

Hasbro is in the midst of a multi-year transformation, which started in mid-2022. 2023 was a year of reset, and in 2024 we began to rebuild, closing the year with momentum. We saw another record year in our Wizards of the Coast and Digital Gaming segment, continued success in licensing, and significant operating profit margin improvement across the Company. Hasbro also continued to execute on its Operational Excellence program, an ongoing enterprise-wide cost-savings initiative designed to drive growth and enhance shareholder value. As we head into 2025, we remain focused on the long-term growth and profitability of our business, especially in the face of economic uncertainty in the U.S. and beyond. Our teams are taking action to ensure agility across our supply chain and flexibility across our business to mitigate the impact of tariffs that our industry is currently facing.

As the business strategy has evolved, we have continuously reviewed the composition of our board to ensure we have the right skill-sets and expertise for the business. Last year we added Frank Gibeau, Darin Harris and Owen Mahoney, three seasoned executive leaders with operational, digital gaming and consumer products expertise and experience as chief executive officers. Blake Jorgensen will retire from the board at the annual meeting and will not stand for reelection. Blake played a key role in advising our company in important early stages of our turnaround. We are grateful for his contributions and wish him well in his future endeavors.

We are Playing to Win. Hasbro is excited to recommit to a play-centered mission with partners helping Hasbro reach many more fans around the world. Our efforts are centered on driving profitability and growth, building on a culture of innovation and collaboration fostered over more than 100 years and creating a positive impact on the community and the environment. Our new strategic plan leverages our iconic IP, improved capabilities, dedicated team and operational excellence to drive long-term shareholder value. When we win, you, our shareholders, win. We thank you for your continued support.

Sincerely,

Richard S. Stoddart

Chair of the Hasbro Board of Directors

Hasbro, Inc. Notice of 2025

Annual Meeting of Shareholders

Date

Wednesday, May 21, 2025

Time

11:00 a.m. Eastern Time

Virtual Meeting

The 2025 Annual Meeting of Shareholders (the "Annual Meeting") will be held in a virtual

format only. 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 atwww.meetnow.global/M9CJTDM.

Record Date

Only shareholders of record of the Company's common stock, par value $0.50 per share

("Common Stock"), at the close of business on March 27, 2025 are entitled to notice of, and

to vote at, the Annual Meeting or any adjournment or postponement thereof.

Items of Business

Elect ten (10) 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 fiscal 2025.

Transact other business as may properly come before the meeting and any adjournment or postponement thereof.

How to Vote

Vote Right A

way Through Advance Vo

ting Methods

Vote During the Meeting

by Internet

by Phone

by Mail

See the instructions in

Go to the website

Call the number on

Sign, date and return

our Q&A about the Proxy

identified on the

the enclosed

Materials and the Annual

enclosed proxy card or

proxy card or voting

Meeting explaining how

voting instruction form.

instruction form.

instruction form in the

to vote during the

accompanying

meeting.

pre-addressed

envelope.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 21, 2025

On or about April 4, 2025, 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 29, 2024 and voting instructions are available, free of charge, athttps://investor.hasbro.com/financial-information/annual-meeting. As 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.

By Order of the Board of Directors,

Tarrant Sibley

Executive Vice President, Chief Legal Officer & Corporate Secretary

April 4, 2025

Table of Contents

Proxy Statement Highlights

Election of Directors (Proposal 1)

i 1

Governance of the Company

Compensation and Talent Committee Report

Compensation Discussion and Analysis

15 21 22

- Executive Compensation Philosophy and

Objectives

- Compensation Process

- Executive Compensation Program Elements

- Other Compensation Considerations Executive Compensation

- Summary Compensation Table

- Grants of Plan-Based Awards

27 28 30 39 40 40 43

- Outstanding Equity Awards at Fiscal Year-End

- Option Exercises and Stock Vested

44 46

- Non-Qualified Deferred Compensation and

Other Deferred Compensation

- Potential Payments Upon Termination or Change in Control

- Agreements and Arrangements Providing Post-Employment and Change in Control Benefits

- CEO Pay Ratio 54

- Pay Versus Performance 55 - Compensation Committee Interlocks and

Insider Participation 58

Shareholder Advisory Vote on Compensation for

Named Executive Officers (Proposal 2) 59

Proposal to Ratify the Selection of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the 2025 Fiscal Year

(Proposal 3) 60

Report of the Audit Committee of the Board of

Directors 61

Additional Information Regarding Independent

Registered Public Accounting Firm 64

Voting Securities and Principal Holders 66

Equity Compensation Plans 68

Delinquent Section 16(a) Reports 69

Certain Relationships and Related Person

Transactions 69

Questions and Answers About the Proxy

Materials and the Annual Meeting 70

Additional Information 74

Appendix A - GAAP TO Non-GAAP Reconciliation

A-1

In this Proxy Statement, the terms "Hasbro," "the Company," "we," and "our" refer to Hasbro, Inc., and the terms "Board" and "Board of Directors" refer to the Board of Directors of Hasbro, Inc. Unless otherwise stated, information presented in this Proxy Statement is based on Hasbro's fiscal year. This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated into this Proxy Statement by reference.

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our strategy, the ability to achieve our financial and business goals and objectives, the proposals contained herein, and other corporate goals, commitments, and strategies. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

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

Record Date

Location

11:00 a.m. Eastern Time

Thursday,

Online at

Wednesday, May 21, 2025

March 27, 2025

meetnow.global.com/M9CJTDM

Meeting Agenda and Recommendation of the Board of Directors

Agenda Item Board Recommendation Page Number

Proposal 1

Election of Ten (10) Directors

"FOR ALL" Hasbro director nominees

Proposal 2

Advisory Vote to Approve the Compensation of the Company's Named Executive Officers

"FOR"

Proposal 3

Ratification of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal 2025

"FOR"

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.

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 scaled co-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.

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 in close-out sales. Our full-year revenues and our consumer products segment were down in line with expectations.

Full Year 2024 Highlights

Wizards of the Coast and Digital Gaming segment grew 4% behind growth in Licensed and Digital Gaming and solid performance in MAGIC

Consumer Products declined 12%; growth in licensed consumer products oﬀset by softer volume, exited brands and reduced closeouts

Delivered ~$370M of gross savings and $227M of net cost savings; both owned and retail inventory remain at healthy levels

Adjusted operating proﬁt improvement reﬂects the lap of 2023 non-recurring inventory costs, favorable business mix and cost savings

Delivered $847M of operating cash; reduced debt by $83M and returned $390M of cash to shareholders via the dividend

EPS growth from improved operations, business mix and tax rate favorability

Total Hasbro revenue decline of 17%; Revenues declined 7% excluding the eOne divestiture

Net Revenue

$4,136M -17 %

Operating

Proﬁt

$690M >+100 %

$839M +76%

Operating

Margin

16.7%

20.3%

Net Earnings

$386M +$1,875M

$563M +$214M

Earnings Per Diluted

$2.75

$4.01

EBITDA

$831M >+100 %

$1,058M +49%

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 for re-election at the Annual Meeting due to other commitments.

Director Name and Principal Occupation

Age* Since Independent Audit Comp Finance Nom/Gov

Hope F. Cochran

Managing Director of Madrona Venture Group

Christian P. Cocks

Chief Executive Officer of Hasbro

53 51

2016 2022

✓

Lisa Gersh

Outside Advisor; Former Chief Executive Officer of Alexander Wang

Frank D. Gibeau

President of Zynga at Take-Two Interactive

Elizabeth Hamren

Chief Executive Officer of Ring, Inc.

66 56 53

2010 2024 2022

✓

Darin S. Harris

Chief Executive Officer of Goddard Systems, LLC; Former Chief Executive Officer of Jack in the Box, Inc.

2024

✓

Owen Mahoney

Former Chief Executive Officer and President of Nexon Co. Ltd.

2024

✓

Laurel J. Richie

Independent Branding Consultant; Former President of Women's National Basketball Association

2020

✓

Richard S. Stoddart

Chair of the Board of Hasbro and Former President and Chief Executive Officer of InnerWorkings, Inc.

2014

✓

Mary Beth West

Senior Advisor - McKinsey & Co.; Former Senior Vice President, Chief Growth Officer of The Hershey Company

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.

Chair:

Member:

Audit Committee Financial Expert:

Disclaimer

Hasbro Inc. published this content on April 03, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 04, 2025 at 12:58 UTC.