O F C E I t T n O e N m e t a t S y x 2 o 0 r 1 P 6 d A n n a n u rs a e l d M ol ee eh ting of Shar Dear Fellow Shareholders, Please join Hasbro’s Board of Directors, members of our senior management team and your fellow shareholders at Hasbro’s 2016 Annual Meeting. The meeting will be held at our headquarters in Pawtucket, Rhode Island on Thursday, May 19 at 11:00 AM Eastern Time. The attached Notice of Annual Meeting of Shareholders and Proxy Statement provide you with information regarding the business to be conducted at the Meeting and other important matters regarding our Company. Our goal in the following document is to articulate simply and thoroughly the details you’ll need to make informed voting decisions. Your vote is important, so please vote – either online, by phone or by mail with the enclosed proxy or voting information card. 2015 was a record year for Hasbro. The Company delivered record revenues and earnings despite a significant impact from foreign exchange. The execution of our long-term strategy is delivering strong results, illustrated by our Brand Blueprint to build global brand franchises. We first established this strategy approximately ten years ago, and our continued investment in the capabilities to execute against it is enabling Hasbro to connect more deeply with consumers on a global basis. The successful execution of this strategy is beginning to unlock the full economic value in our brands and providing a multi-year road map from which the Company is operating. Hasbro’s Board of Directors plays a fundamental role in establishing and ensuring the success of this strategy. Through collaboration and strategic oversight we are facilitating the decision making of Hasbro’s senior management team. We are dedicated to attracting, retaining and developing the top talent in the industry with a thoughtful and disciplined approach to compensation, recruitment and succession planning at the highest levels. This is true both for senior management as well as the Board. Our Board today represents a group of industry leading experts with diverse experiences and industry backgrounds. In early 2016, Sir Crispin Davis joined our Board as an independent director. Crispin’s proven leadership and exceptional track record of successfully transforming a company while managing challenging global issues will be an invaluable asset to Hasbro’s Board. Hasbro’s Board of Directors is committed to you, our shareholders, and furthering your interests. We value the input we receive from shareholders, including as part of our ongoing outreach programs, and our corporate strategy is focused on delivering long-term shareholder value. Part of that commitment involves utilizing best in class governance principles. In 2015, we established the role of Lead Independent Director with enhanced duties and responsibilities beyond the previous Presiding Director role. In addition, in response to the affirmative vote of our shareholders on a 2015 proxy access proposal, and feedback during our ongoing dialogue with shareholders, in October the Board adopted a Proxy Access bylaw amendment. We encourage you to read more about the bylaw amendment in the attached Proxy Statement. In addition to discussing Proxy Access, since last May’s Annual Meeting we have continued the dialogue with shareholders on important issues including compensation, corporate social responsibility and governance. On behalf of Hasbro’s Board of Directors, management team and all of our employees we thank you for your ongoing support of Hasbro and look forward to continuing our dialogue over the years to come. Brian D. Goldner Basil L. Anderson Chairman of the Board, President and Lead Independent Director, Chief Executive Officer, Hasbro Inc. Hasbro’s Board of Directors HASBRO, INC. NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS Time: 11:00 a.m. local time Date: Thursday, May 19, 2016 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. • Ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2016 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 of the nominees for Information: director, “FOR” advisory approval of the Company’s compensation for its named executive officers, and “FOR” the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2016. • Shareholders of record of the Company’s common stock at the close of business on March 23, 2016 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, 2016 we will begin mailing a Notice of Internet Availability of Hasbro’s Proxy Materials to shareholders informing them that this Proxy Statement, our 2015 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, 2016 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 ................................................... 20 COMPENSATION COMMITTEE REPORT ....................................................................... 21 COMPENSATION DISCUSSION AND ANALYSIS .................................................................. 22 Executive Summary ..................................................................................... 23 Business and Performance Overview ......................................................................... 23 Shareholder Engagement ................................................................................. 25 Executive Compensation Program Structure and Alignment with Performance ......................................... 26 Variable Compensation Outcomes ........................................................................... 28 Strong Compensation Governance Practices ................................................................... 29 Summary of Our Peer Group Composition ..................................................................... 29 Executive Compensation Philosophy and Objectives ............................................................ 30 Executive Compensation Program Elements ................................................................... 30 Variable and Performance-Based Compensation Elements ........................................................ 31 Annual Incentive Compensation ............................................................................ 31 Long-Term Incentive Compensation ......................................................................... 34 Performance Contingent Stock ............................................................................ 34 Restricted Stock Units .................................................................................. 35 Stock Options ........................................................................................ 35 Fixed Compensation and Benefits ........................................................................... 35 Base Salary .......................................................................................... 35 Benefits ............................................................................................. 36 Compensation Process ................................................................................... 37 Peer Group and Benchmarking to the Market .................................................................. 38 Role of the Independent Compensation Consultant .............................................................. 39 Other Considerations .................................................................................... 39 CEO Employment Agreement .............................................................................. 39 Stock Ownership Guidelines ............................................................................... 41 Realized Pay Table ....................................................................................... 41 Compensation and Risk Management ........................................................................ 42 Tax Considerations ...................................................................................... 42 EXECUTIVE COMPENSATION ............................................................................... 43 Summary