Independent
Tenure on this board
0.4 yrs
11 nominees · 3 ballot items.
Vote to elect eleven directors; advisory approval of named executive officer compensation (Say-on-Pay); and ratification of KPMG LLP as independent auditor for fiscal 2026.
Elect eleven Board nominees to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This advisory (non-binding) proposal asks shareholders to approve the Company’s executive compensation for its Named Executive Officers as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections of the Proxy Statement. Management is seeking shareholder approval to validate its pay-for-performance compensation framework, which combines annual cash incentives tied to net revenue and operating profit dollars with long-term incentive awards (50% PSUs tied to cumulative diluted EPS with TSR modifiers and 50% time‑based RSUs) designed to align executives’ interests with long-term shareholder value. The Board and Compensation and Talent Committee justify the proposal by citing strong pay-for-performance alignment, recent financial improvements (including adjusted operating profit and EPS targets), rigorous governance features (stock ownership guidelines, clawback policy, double-trigger change-in-control vesting for equity awards), and active shareholder engagement history showing prior high Say‑on‑Pay support. The Company highlights prior shareholder support (96.7%, 87.6% and 91.4% in 2025, 2024 and 2023) and presents the program as competitive versus a defined peer group to attract and retain talent critical for its gaming, IP and toys strategy. The Board recommends “FOR” to endorse the structure and outcomes of compensation practices, noting that the vote is non-binding but that results will be considered in future compensation design. Risks and mitigants relevant to governance include mechanisms to avoid excessive risk‑taking (balanced short- and long-term incentives, independent consultant review, clawback policy, and stock ownership and retention requirements). A sophisticated analyst should weigh the demonstrated historical shareholder support and disclosed pay‑for‑performance linkages against the absolute levels and potential windfalls from realized equity and severance protections in change-in-control scenarios when evaluating the proposal’s merits for long-term shareholder value.
Ratify the Audit Committee’s selection of KPMG LLP to serve as Hasbro’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.29% | 8,906,136 | $834M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.97% | 7,030,575 | $658M |
| 3 | BlackRock, Inc. | 4.24% | 5,993,675 | $561M |
| 4 | STATE STREET CORP | 4.07% | 5,751,916 | $538M |
| 5 | BlackRock, Inc. | 2.88% | 4,073,836 | $381M |
| 6 | VIKING GLOBAL INVESTORS LP | 2.64% | 3,738,902 | $350M |
| 7 | BlackRock, Inc. | 2.56% | 3,619,012 | $339M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.53% | 3,581,599 | $335M |
| 9 | BlackRock, Inc. | 2.34% | 3,310,954 | $310M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 2.33% | 3,301,452 | $303M |
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