Hasbro (HAS) Proxy Filing summary

Executive summary

• Launched a refreshed "Playing to Win" strategy focused on profitable franchises, digital expansion, and operational excellence, aiming for long-term growth and profitability amid economic uncertainty.

• Achieved record operating profit margin in 2024, driven by cost savings, business mix, and digital gaming growth, despite a 17% revenue decline due to divestitures.

• Continued multi-year transformation, including divestiture of eOne film/TV, supply chain improvements, and digital initiatives.

• Set mid-range guidance through 2027 for mid-single digit revenue growth and 50-100 basis points annual operating margin improvement.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors, approve an advisory vote on executive compensation, and ratify KPMG LLP as the independent auditor for 2025.

• Board recommends voting FOR all director nominees, FOR the say-on-pay proposal, and FOR auditor ratification.

• Shareholder proposals and director nominations for 2026 must meet specific advance notice and eligibility requirements.

Board of directors and corporate governance

• Board is 90% independent, 50% female, and features a mix of tenures and diverse expertise in digital gaming, consumer products, and global business.

• Recent refreshment added three new directors with CEO, digital, and consumer products backgrounds; one director retiring in 2025.

• Committees are fully independent; annual board and committee self-evaluations and third-party assessments conducted.

• Proxy access bylaw allows significant shareholders to nominate directors; strong share retention and clawback policies in place.