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2015 Annual Meeting of Shareholders and Proxy Statement

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2015 Annual Meeting of Shareholders and Proxy Statement NOTICE OF 2015 Annual Meeting of Shareholders and Proxy Statement “Hasbro’s Board of Directors is committed to an ongoing dialogue with our shareholders to inform our decisions and aid us in maintaining best practices for the governance of our Company. The following proxy report is designed to deliver transparency around our actions and assist you in making your voting decisions.” Dear Fellow Shareholders, I’m pleased to invite you to join me, our Board of Directors, members of the senior management team and your fellow shareholders at Hasbro’s 2015 Annual Meeting. The meeting will be held at our headquarters in Pawtucket, Rhode Island on Thursday, May 21, 2015 at 11:00 AM Eastern Time. The attached Notice of Annual Meeting of Shareholders and Proxy Statement provide you with information on the business to be conducted at the Meeting and other important matters regarding Hasbro. There are a number of proposals, both from Hasbro and from our shareholders, for you to consider. Your vote is important, so please be sure to vote – whether you do it online, by phone or by mail with the enclosed proxy or voting information card. 2014 was a year of great progress for us as a Company. As we look back over the prior year and look ahead to the future there are several important developments to discuss as shareholders. Since our last Annual Meeting, our management team and members of our Board have spoken with many of our shareholders to better understand your perspective on important matters, including Hasbro’s executive compensation programs and governance practices. These efforts continue the shareholder outreach program we have pursued for the last several years. We continue to find these conversations with our shareholders extremely valuable to inform our Board’s and management’s actions and to determine where investors may have questions or different viewpoints. As a result of this dialogue we took several significant actions since last year’s Annual Meeting in response to views shareholders expressed to us. These include: • After a disappointing vote on executive compensation in 2014, our Board and Chief Executive Officer mutually agreed to take the extraordinary step of re-opening and amending aspects of our CEO’s existing employment agreement to address the views we heard most often from our shareholders. We made meaningful changes to the agreement in direct response to shareholder feedback and those changes are outlined and quantified in the enclosed Compensation Discussion & Analysis which begins on page 19. • We heard from shareholders that they were concerned about board members potentially being over burdened by serving on too many boards. In direct response, in 2014 we implemented a policy that limits the number of public company boards Hasbro Board members may serve on. This new policy is outlined on page 12. • Finally, we were asked by some of our shareholders to add process and rigor around our existing majority voting standard for electing directors. In response, we did so through a bylaw amendment adopted in 2014 that is explained on page 11. In addition to our commitment to be responsive to shareholders on compensation and governance matters, we are very focused on ensuring our Board consists of the highest quality individuals with the most relevant skill sets, experience and backgrounds, today and into the future. At this year’s annual meeting, primarily due to the attainment of retirement age, several of my esteemed colleagues, along with myself, will not be standing for re-election. Frank J. Biondi, Jr., John (Jack) M. Connors, Jr., Michael W.O. Garrett and Jack M. Greenberg will join me and end their service with Hasbro effective at the Annual Meeting. We thank each of Frank, Jack, Michael and Jack for their tremendous contributions to the Company during their service and for always putting the interests of Hasbro first. In anticipation of these retirements, and as part of our ongoing Board succession planning process, we have followed a disciplined multi- year approach to ensuring the effectiveness of the Board into the future. We appointed three outstanding new independent members to the Board in 2014: Richard Stoddart, Chief Executive Officer of Leo Burnett North America, Michael Burns, Vice Chairman of Lionsgate, and Linda Zecher, President and Chief Executive Officer of Houghton Mifflin Harcourt Company. You can read more about their backgrounds and why we selected them to help guide our company in the proxy statement on pages 5 and 8. Additionally, effective May 21, 2015, the Board named current board member Basil Anderson to the newly-created role of Lead Independent Director. Basil most recently served as Chairman of our Nominating, Governance and Social Responsibility Committee, and he was a key participant in our shareholder outreach program over the past year. The role of Lead Independent Director will replace our current role of Presiding Director and has enhanced duties and responsibilities to ensure independent decision-making and functioning of the Board. You can read more about this new position on page 10 of the proxy statement. Additionally, as I mentioned, after 50 years of service at Hasbro, I am retiring. It is with mixed emotion that I leave this wonderful company. I am very proud of all we have accomplished but know there remains tremendous potential ahead for Hasbro and everyone involved with the Company. I leave the Company in great hands, both at the management level and the Board level. This brings me to the topic and thoughts I want to leave you with. Effective at this year’s Annual Meeting, Brian Goldner, who has served as Hasbro’s Chief Executive Officer so successfully since 2008, will assume the additional role of Chairman of the Board. Brian has proven himself to be a tremendous leader and visionary and I am confident in his ability to help guide both the Company and the Board for years to come. The Board and I believe that combining these roles with a proven leader like Brian positions Hasbro well for the future. In each of my roles as an employee, an officer, a Board member, as Chief Executive Officer and finally as Chairman of Hasbro I have always dedicated myself to the Company and its success. Brian, the other members of our Board, and the entire management and employee team at Hasbro bring that same passion and dedication to everything they do and I look forward to seeing their future success in my continuing role with Hasbro of a fellow shareholder with each of you. On behalf of Hasbro’s Board of Directors, management team and all of our employees I thank you for your continued support and belief in our Company and look forward to the future of our great Company. Alfred J. Verrecchia Chairman of the Board HASBRO, INC. NOTICE OF 2015 ANNUAL MEETING OF SHAREHOLDERS Time: 11:00 a.m. local time Date: Thursday, May 21, 2015 Place: Hasbro, Inc. Corporate Offices 1027 Newport Avenue Pawtucket, Rhode Island 02861 Purpose: • Elect eleven 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 2015 fiscal year. • Conduct a vote on three shareholder proposals. • 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 of the nominees for Information: director, “FOR” advisory approval of the Company’s compensation for its named executive officers, “FOR” the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2015, and “AGAINST” each of the three shareholder proposals. • Shareholders of record of the Company’s common stock at the close of business on March 25, 2015 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 6, 2015 we will begin mailing a Notice of Internet Availability of Hasbro’s Proxy Materials to shareholders informing them that this Proxy Statement, our 2014 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 6, 2015 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) ................................................................... 4 GOVERNANCE OF THE COMPANY ........................................................................... 9 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ................................................... 17 COMPENSATION COMMITTEE REPORT ....................................................................... 18 COMPENSATION DISCUSSION AND ANALYSIS .................................................................
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