Notice of 2019 Annual Meeting of Shareholders and Proxy Statement

Notice of 2019 Annual Meeting of Shareholders and Proxy Statement Dear Fellow Hasbro Shareholders, On behalf of Hasbro’s Board of Directors, we invite you to join us on Thursday, May 16, 2019 at 11:00 a.m. Eastern Time for Hasbro’s 2019 Annual Meeting of Shareholders. The meeting will be held at Hasbro’s Corporate headquarters located at 1027 Newport Avenue, Pawtucket, RI 02861. We encourage you to closely review the enclosed Notice of Annual Meeting and Proxy Statement as you vote your shares for this important meeting. 2018 was a disruptive year. Despite the challenges this past year presented, your Company is in a strong financial position. The bankruptcy of Toys“R”Us reset the retail landscape in many markets around the world. It resulted in lost revenues from closed stores, as well as a meaningful near-term impact from large volumes of liquidated products sold into the market at discounted prices. In Europe, the retailer’s bankruptcy added to the challenges of a region already dealing with disintermediation across retail by online and omni-channel retailers as well as political and economic headwinds, notably in the U.K. Throughout 2018, the team made investments in high-margin growth areas, including gaming and content, lowered the fixed cost base of the Company and returned $559.4 million to shareholders, consisting of $309.3 million in cash dividends and $250.1 million in share repurchases. In February 2019, our Board of Directors voted to increase the quarterly dividend 8% to $0.68 per share. This higher quarterly dividend is first payable on May 15, 2019 to shareholders of record as of May 1, 2019. Hasbro’s Board supported management and the global teams as they made real time changes to the business last year. We did so with a focus on delivering our long-term targets for the business, including revenue growth, profit expansion and improving return on invested capital. Our goal was to ensure that the near-term actions made Hasbro stronger over the long term. In support of these efforts, this past summer the Board spent several days in Ireland in meetings with Hasbro’s European commercial teams to review their plans to navigate the changing consumer and retail environment. We also met with the Boulder Media team, our animation studio, as we invest in further establishing industry- leading animation talent and skillsets. In February of 2019 we attended Toy Fair to see first-hand the brands and products that will drive our business this year. To ensure Hasbro is positioned to deliver on the full potential we see from these teams, the Board is deeply engaged in ensuring we have the right talent on the Board and in management, including succession planning across key management positions. In 2018, we extended the employment agreement of Hasbro’s Chairman and CEO, Brian Goldner, for two additional years through December 31, 2022. We also entered into an employment agreement with John Frascotti, adding him to the Board of Directors and expanding his responsibilities to include Chief Operating Officer along with his role as Company President. Our 13-member Board includes 5 female members and is 85% independent. We are tremendously proud of the excellence of this Company, including Hasbro being recognized as a “World’s Most Ethical Company” for the eighth consecutive year; ranking #5 on CR Magazine’s Best Corporate Citizens list; and our continued inclusion in the Civic 50 list as one of the most community minded companies in America. Our corporate social responsibility efforts, which are overseen by the Nominating, Governance and Social Responsibility Committee of our Board of Directors, are fundamental to who we are as an organization and are at the core of our recognitions in these important areas. Over time we have delivered profitable growth while transforming Hasbro and its brands. Following a challenging 2018, the teams are focused on returning to profitable growth this year. We appreciate your support and partnership as we continue building the industry’s leading global play and entertainment company to deliver superior long-term shareholder value. Sincerely, Brian D. Goldner Edward M. Philip Chairman of the Board and Lead Independent Director Chief Executive Officer, Hasbro, Inc. Hasbro’s Board of Directors Hasbro, Inc. Notice of 2019 Annual Meeting of Shareholders Time Date Place 11:00 a.m. Thursday Hasbro, Inc. Corporate Office Local Time May 16, 2019 1027 Newport Avenue Pawtucket, Rl 02861 Purpose Elect thirteen directors. Conduct 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 the 2019 fiscal year. Transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting. Board Recommendations Voting The Company’s Board of Directors recommends that You are cordially invited to attend the meeting to you vote your shares “FOR” each of the nominees vote your shares in person, to hear from our senior for director, “FOR” the advisory vote to approve the management, and to ask questions. If you are not compensation of the Company’s named executive able to attend the meeting in person, you may vote officers, and “FOR” the ratification of the selection of by Internet, telephone or mail. See the Proxy KPMG LLP as the Company’s independent registered Statement for specific instructions. Please vote your public accounting firm for fiscal 2019. shares. Record Date Important Notice Regarding the Availability Shareholders of record of the Company’s common of Proxy Materials stock at the close of business on March 20, 2019 may On or about April 2, 2019 we will begin mailing a vote at the meeting. Notice of Internet Availability of Hasbro’s Proxy Materials to shareholders informing them that this Proxy Statement, our 2018 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 Tarrant Sibley Senior Vice President, Chief Legal Officer & Corporate Secretary Dated: April 2, 2019 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 ................................................................... 17 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ................................... 28 COMPENSATION COMMITTEE REPORT ............................................................... 29 COMPENSATION DISCUSSION AND ANALYSIS ........................................................ 30 Executive Summary .................................................................................. 31 Business and Performance Overview .................................................................. 31 Shareholder Engagement ............................................................................. 36 Executive Compensation Program Structure and Alignment with Performance ........................... 36 Variable Compensation Outcomes .................................................................... 38 Extension and Amendment of the Employment Agreement with our Chief Executive Officer .............. 39 Employment Agreement with our President and Chief Operating Officer ................................. 39 Executive Compensation Philosophy and Objectives .................................................. 40 Strong Compensation Governance Practices ........................................................... 41 Compensation Process ............................................................................... 41 Peer Group and Benchmarking to the Market .......................................................... 41 Role of the Independent Compensation Consultant ..................................................... 43 Executive Compensation Program Elements .......................................................... 44 Elements of Compensation Summarized ............................................................... 44 Variable and Performance-Based Compensation Elements .............................................. 44 Annual Incentive Compensation ....................................................................... 45 Long-Term Incentive Compensation ................................................................... 49 Performance Contingent Stock ........................................................................... 50 Restricted Stock Units .................................................................................. 50 Stock Options ........................................................................................ 51 Fixed Compensation and Benefits ..................................................................... 51 Base Salary .......................................................................................... 51 Benefits ............................................................................................ 51 Company-Sponsored Retirement Plans ..................................................................... 51 Nonqualified Deferred Compensation Plan .................................................................

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