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Printmgr File Dear Fellow Shareholders, Hasbro will host the 2017 Annual Meeting of Shareholders on Thursday, May 18 at the Company’s headquarters in Pawtucket, Rhode Island. The attached Notice of Annual Meeting of Shareholders and Proxy Statement provides information regarding the business we will conduct at the Meeting and other important matters regarding our Company. On behalf of Hasbro’s Board of Directors, we encourage you to vote your shares and invite you to join the meeting. Over the past ten years, Hasbro has redefined itself as a global organization Creating the World’s Best Play Experiences. It has invested to build the best possible team to execute consumer insight and story-led brands across consumer touch points, including toys and games, digital gaming, entertainment and consumer products. This strategic roadmap is known as Hasbro’s Brand Blueprint. In 2016, strong execution of the Brand Blueprint delivered another record year. 13% revenue growth drove Hasbro’s first $5 billion revenue year along with a 14% increase in operating profit and a 22% increase in diluted earnings per share. Consistent with Hasbro’s long-standing capital priorities, the Company invested back into the business to drive long-term profitable growth and shareholder value creation. In 2016, this included investing in brands, innovation, new capabilities around the Brand Blueprint, such as the acquisition of Boulder Media, and in systems infrastructure. The Company then returned excess cash to shareholders. Hasbro generated $775 million in operating cash flow last year and returned approximately $400 million to shareholders. This included $249 million in dividends and $151 million in share repurchases. In February 2017, the Board voted to increase the quarterly dividend 12%, or $0.06 per share, to $0.57 per share. This marked the 13th quarterly dividend increase in the past 14 years. As Hasbro continues to expand its reach as a Global Play and Entertainment Company, Hasbro’s Board of Directors is ensuring it has the relevant skills and expertise to fully support the Company’s broader ambitions. Through thoughtful and proactive recruiting and succession planning, Hasbro’s Board represents the most diverse set of industries and experiences in its history. Since last year’s annual meeting, we were pleased to add two new Board members: Mary Beth West, with her tremendous experience in the retail and consumer space, and Hope Cochran, with her robust digital gaming and financial expertise. The addition of Mary Beth and Hope, as well as Sir Crispin Davis who joined the Board in early 2016, well prepares the Board for the departure of two valued members, Basil Anderson, lead independent director, and Alan Batkin. Both Basil and Alan will not stand for reelection this year. We are identifying and appointing a new Lead Independent Director who will assume those duties as of our upcoming Annual Meeting. Throughout the past year, we have continued our dialogue with shareholders. This dialogue included discussions on a wide-range of topics, most notably compensation, governance and corporate social responsibility (CSR). These conversations inform our actions as we craft the best practices for advancing Hasbro’s business over the long term. We encourage you to read more about our pay-for-performance compensation programs as well as our governance practices in this document. In addition, under the oversight of the Nominating, Governance and Social Responsibility Committee, our efforts to make the world a better place for children and their families, continues to drive our industry-leading efforts in CSR and philanthropy. You can read more about these important initiatives on our website at www.hasbro.com/csr. On behalf of our shareholders, Hasbro’s Board of Directors works collaboratively with Hasbro’s Senior Management team to drive long-term shareholder value creation. We are pleased with the results of these efforts in 2016, and are working to unlock the full potential of Hasbro in future years. We thank you for your continued support and look forward to updating you on our progress. Sincerely, Brian D. Goldner Basil L. Anderson Chairman of the Board and Lead Independent Director, Chief Executive Officer, Hasbro, Inc. Hasbro’s Board of Directors HASBRO, INC. NOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS Time: 11:00 a.m. local time Date: Thursday, May 18, 2017 Place: Hasbro, Inc. Corporate Offices 1027 Newport Avenue Pawtucket, Rhode Island 02861 Purpose: • Elect twelve directors. • Conduct an advisory vote on the compensation of the Company’s named executive officers. • Conduct an advisory vote as to the frequency of the shareholder vote on the compensation of the Company’s named executive officers. • Consider amendments to the Company’s Restated 2003 Stock Incentive Performance Plan. • Consider an amendment to the Company’s 2014 Senior Management Annual Performance Plan. • Ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year. • Transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting. Other Important • The Company’s Board of Directors recommends that you vote your shares “FOR” each Information: of the nominees for director, “FOR” advisory approval of the Company’s compensation for its named executive officers, in support of having an annual advisory vote (a vote every one year) on the Company’s compensation for its named executive officers, “FOR” the amendments to the Restated 2003 Stock Incentive Performance Plan, “FOR” the amendment to the 2014 Senior Management Annual Performance Plan and “FOR” the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2017. • Shareholders of record of the Company’s common stock at the close of business on March 22, 2017 may vote at the meeting. • You are cordially invited to attend the meeting to vote your shares in person, to hear from our senior management, and to ask questions. If you are not able to attend the meeting in person, you may vote by Internet, by telephone or by mail. See the Proxy Statement for specific instructions. Please vote your shares. • On or about April 4, 2017 we will begin mailing a Notice of Internet Availability of Hasbro’s Proxy Materials to shareholders informing them that this Proxy Statement, our 2016 Annual Report to Shareholders and voting instructions are available online. 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. By Order of the Board of Directors Barbara Finigan Executive Vice President, Chief Legal Officer and Corporate Secretary Dated: April 4, 2017 Table of Contents PROXY STATEMENT HIGHLIGHTS ..................................................................... I QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING ............. 1 ELECTION OF DIRECTORS (Proposal No. 1) ............................................................ 5 GOVERNANCE OF THE COMPANY .................................................................... 11 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS .................................... 23 COMPENSATION COMMITTEE REPORT ............................................................... 24 COMPENSATION DISCUSSION AND ANALYSIS ........................................................ 25 Executive Summary .................................................................................. 26 Business and Performance Overview .................................................................. 26 Shareholder Engagement ............................................................................. 29 Extension and Amendment of the Employment Agreement with our Chief Executive Officer ............... 29 Executive Compensation Program Structure and Alignment with Performance ........................... 30 Variable Compensation Outcomes ..................................................................... 31 Strong Compensation Governance Practices ........................................................... 33 Summary of Our Peer Group Composition ............................................................. 33 Executive Compensation Philosophy and Objectives ................................................... 34 Executive Compensation Program Elements ........................................................... 35 Variable and Performance-Based Compensation Elements .............................................. 35 Annual Incentive Compensation ....................................................................... 36 Long-Term Incentive Compensation ................................................................... 39 Performance Contingent Stock ............................................................................ 40 Restricted Stock Units .................................................................................. 41 Stock Options ........................................................................................ 41 Fixed Compensation and Benefits ..................................................................... 42 Base Salary .......................................................................................... 42 Benefits ............................................................................................. 42 Compensation Process ..............................................................................
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