Hasbro, Inc DEFA14A, filed May 16, 2022
Hasbro, Inc. (HAS)
DEFA14A
2022-05-16
View Original
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October 20, 2026
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SECURITIES AND EXCHANGE COMMISSION
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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On May 16, 2022, Hasbro, Inc. (“Hasbro”) issued the following press release in connection with Hasbro’s 2022 annual meeting of shareholders.
Hasbro Files Investor Presentation for 2022 Annual Meeting
Urges Shareholders to Vote FOR ALL of Hasbro’s Highly Qualified Directors on the WHITE Proxy Card
PAWTUCKET, R.I.—May 16, 2022 – Hasbro, Inc. (NASDAQ: HAS), a global play and entertainment company, today announced that it has filed an investor presentation with the U.S. Securities and Exchange Commission (“SEC”) in connection with the
Company’s 2022 annual meeting of shareholders to be held on June 8, 2022.
Key Highlights of the Presentation:
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The Brand Blueprint is a winning strategy that has been a long-term success and is the widely emulated business model in the play and entertainment space. Hasbro has shown that its diversified business model and balanced portfolio are
strengths, especially during challenging times.
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Hasbro’s Board has made significant changes over the last seven months, appointing a new CEO, separating the Chair and CEO positions, adding three highly qualified directors with digital gaming and capital allocation expertise and
committing that two directors will step down no later than the Company’s 2024 annual meeting. Overall, since 2016, six new directors joined and five departed the Board.
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CEO Chris Cocks is a change agent with a technology background and a successful track record as the head of the Wizards of the Coast and Digital Gaming division, a business he doubled in size in three years, in part due to the Board’s
support and authorization of more than $1 billion of investment in Wizards over the last five years.
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Mr. Cocks, in partnership with the Board, has initiated a comprehensive strategy review focusing on building direct relationships with Hasbro’s consumers, driving the Company’s industry leading gaming portfolio, expanding
multi-generational play, scaling fewer, bigger opportunities and employing disciplined reinvestment, all to drive profitable growth.
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Hasbro generated strong TSR vs. relevant peers in toys and games, gaming and entertainment prior to COVID-19. Against entertainment peers, Hasbro fared better during COVID-19 in large part due to its diversified business model.
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eOne is a highly strategic acquisition and, despite delayed returns given pandemic lockdowns, positions the Company to accelerate operational growth and deliver value for shareholders. Hasbro’s Board is committed to strict financial
discipline as evidenced by the divestment of the non-core eOne music business, the proceeds of which it used to pay down debt.
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Hasbro’s Board has the right skills and experience to support Mr. Cocks in introducing and delivering the Hasbro gameplan for continued long-term value creation. He needs the support of directors with a balance of fresh perspectives and
institutional/industry knowledge as they push Hasbro for bold changes in a rapidly evolving world.
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Alta Fox’s thesis and director nominees are not right for Hasbro. After careful analysis, with the assistance of outside advisors, Hasbro’s Board concluded that spinning off Wizards of the Coast would not create value for shareholders.
Alta Fox’s nominees would not be additive to the Board as they lack relevant corporate and industry experience across consumer products, entertainment and gaming, and may disrupt the execution of our plan.
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Hasbro sought to avoid a proxy contest and has demonstrated a continued willingness to explore settlement possibilities. Alta Fox refused to even discuss the qualification of candidates identified by Hasbro. Instead, Alta Fox made the
appointment of one of its candidates a pre-condition to any substantive settlement discussion, rather than being open to finding the best possible candidates for Hasbro’s Board and all shareholders.
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The Board of Directors of Hasbro recommends shareholders vote “FOR ALL” the nominees proposed by the Hasbro Board at the upcoming annual meeting on the WHITE proxy card. If shareholders have any questions or require any assistance with voting
their shares, they may contact Hasbro’s proxy solicitors: Innisfree M&A Incorporated at 1 (877) 825-8971 or Morrow Sodali LLC at 1 (800) 662-5200.
To view the presentation, or for information about the 2022 Annual Meeting, please visit: www.HasbroGamePlan.com.
About Hasbro
Hasbro (NASDAQ: HAS) is a global play and entertainment company committed to making the world a better place for all children, fans and families. Hasbro delivers immersive brand experiences for global audiences through consumer products, including
toys and games; entertainment through eOne, its independent studio; and gaming, led by the team at Wizards of the Coast, an award-winning developer of tabletop and digital games best known for fantasy franchises MAGIC: THE GATHERING and DUNGEONS
& DRAGONS.
The company’s unparalleled portfolio of approximately 1,500 brands includes MAGIC: THE GATHERING, NERF, MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, DUNGEONS & DRAGONS, POWER RANGERS, PEPPA PIG and PJ MASKS, as well as premier
partner brands. For the past decade, Hasbro has been consistently recognized for its corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL Media and one of the World’s Most Ethical Companies by Ethisphere
Institute. Important business and brand updates are routinely shared on our Investor Relations website, Newsroom and social channels (@Hasbro on Twitter, Instagram, Facebook and LinkedIn.)
© 2022 Hasbro, Inc. All Rights Reserved.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will” and other words and terms of similar meaning. Among other things, these forward-looking statements may include statements concerning: the impact and contributions
of our new director appointments, and our ability to achieve our financial and business plans, goals and objectives, including achieving long-term sustainable profitable growth and long-term value for shareholders. Specific factors that might cause
such a difference include those risks detailed from time to time in Hasbro’s filings with the SEC. The statements contained herein are based on Hasbro’s current beliefs and expectations and speak only as of the date of this communication. Except as
may be required by law, Hasbro does not undertake any obligation to make any revisions to the forward-looking statements contained in this communication or to update them to reflect events or circumstances occurring after the date of this
communication. You should not place undue reliance on forward-looking statements.
Additional Information and Where to Find It
Hasbro has filed with the SEC a definitive proxy statement on Schedule 14A on April 25, 2022, containing a form of WHITE proxy card, and other relevant documents with respect to its solicitation of proxies for Hasbro’s 2022 annual meeting of
shareholders (the “2022 annual meeting”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY HASBRO AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Hasbro free of charge through the
website maintained by the SEC at www.sec.gov. Copies of the documents filed by Hasbro are also available free of charge by accessing Hasbro’s website at www.hasbro.com.
Participants to the Solicitation
Hasbro, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies with respect to a solicitation by Hasbro in connection with matters to be considered at the
2022 annual meeting. Information about Hasbro’s executive officers and directors, including information regarding the direct and indirect interests, by security holdings or otherwise, is available in Hasbro’s definitive proxy statement for the 2022
annual meeting, which was filed with the SEC on April 25, 2022. To the extent holdings of Hasbro securities reported in the definitive proxy statement for the 2022 annual meeting have changed, such changes have been or will be reflected on Statements
of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.
HAS-IR
HAS-C
Contacts
Investors: Debbie Hancock | Hasbro, Inc. | (401) 727-5401 | debbie.hancock@hasbro.com
Media: Carrie Ratner | Hasbro, Inc. | (401) 556-2720 | carrie.ratner@hasbro.com
On May 16, 2022, Hasbro issued an investor presentation in connection with Hasbro’s 2022 annual meeting of shareholders. A copy of the investor presentation can be found below and is also available at www.HasbroGamePlan.com.
Hasbro Gameplan May 16, 2022
Disclaimer Forward-Looking Statements This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,”
“potential,” “project,” “target,” “will” and other words and terms of similar meaning. Among other things, these forward-looking statements may include statements concerning: the impact and contributions of our new director appointments, and
our ability to achieve our financial and business plans, goals and objectives, including achieving long-term sustainable profitable growth and long-term value for shareholders. Specific factors that might cause such a difference include those
risks detailed from time to time in Hasbro’s filings with the SEC. The statements contained herein are based on Hasbro’s current beliefs and expectations and speak only as of the date of this communication. Except as may be required by law,
Hasbro does not undertake any obligation to make any revisions to the forward-looking statements contained in this communication or to update them to reflect events or circumstances occurring after the date of this communication. You should
not place undue reliance on forward-looking statements. Additional Information and Where to Find It Hasbro has filed with the SEC a definitive proxy statement on Schedule 14A on April 25, 2022, containing a form of WHITE proxy card, and other
relevant documents with respect to its solicitation of proxies for Hasbro’s 2022 annual meeting of shareholders (the “2022 annual meeting”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY HASBRO AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security
holders may obtain copies of these documents and other documents filed with the SEC by Hasbro free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Hasbro are also available free of charge
by accessing Hasbro’s website at www.hasbro.com. Participants to the Solicitation Hasbro, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies with
respect to a solicitation by Hasbro in connection with matters to be considered at the 2022 annual meeting. Information about Hasbro’s executive officers and directors, including information regarding the direct and indirect interests, by
security holdings or otherwise, is available in Hasbro’s definitive proxy statement for the 2022 annual meeting, which was filed with the SEC on April 25, 2022. To the extent holdings of Hasbro securities reported in the definitive proxy
statement for the 2022 annual meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s
website at www.sec.gov.Use of Non-GAAP Financial MeasuresThis presentation contains non-GAAP financial measures as defined under SEC rules, specifically Adjusted Operating Profit and Adjusted Net Earnings per diluted share, which exclude,
where applicable, acquisition and related costs, acquired intangible amortization, loss on disposal of business and related costs, severance, UK Tax Reform, stock acceleration and net loss on Discovery investment. Also included in this
presentation are the non-GAAP financial measures of EBITDA and Adjusted EBITDA. EBITDA represents net earnings attributable to Hasbro, Inc. excluding interest expense, income tax expense, net earnings (loss) attributable to noncontrolling
interests, depreciation and amortization of intangibles. Adjusted EBITDA also excludes the impact of stock compensation (including stock acceleration expense and acquisition-related stock expense), acquisition-related costs, loss on disposal
of business and related costs, severance and net loss on Discovery investment. As required by SEC rules, we have provided reconciliations in the appendix of these measures to the most directly comparable GAAP measure. Management believes that
Adjusted Net Earnings per diluted share and Adjusted Operating Profit provide investors with an understanding of the underlying performance of our business absent unusual events. Management believes that EBITDA and Adjusted EBITDA are
appropriate measures for evaluating the operating performance of our business because they reflect the resources available for strategic opportunities including, among others, to invest in the business, strengthen the balance sheet and make
strategic acquisitions. These non-GAAP measures should be considered in addition to, not as a substitute for, or superior to, net earnings or other measures of financial performance prepared in accordance with GAAP as more fully discussed in
our consolidated financial statements and filings with the SEC. As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America.
Discussion Agenda Hasbro’s Strategy Creates Greater Opportunity Hasbro Delivers Strong Returns Alta
Fox’s Campaign Is Misinformed and Ill-Timed Hasbro's Board Has Robust Governance Practices Concluding Remarks Executive Summary 1 2 3 4 5 6 4 23 34 47 58 66
Hasbro Has the Right Strategy and Board to Deliver Value The Brand BlueprintIs a Winning
Strategy Chris Cocksis a Change Agent with a Successful Track Record Hasbro’s Board Has Made Significant Changes Hasbro’s strategy has been a long-term success, and is being emulated by toys, games and entertainment peersToday, Hasbro
possesses a unique combination of iconic IP and comprehensive monetization capabilitiesHasbro’s diversified business model and balanced portfolio are strengths, especially during challenging times Chris Cocks is a change agent with a
technology background who has delivered superior growth and returns for Hasbro over the last five years as the head of the Wizards of the Coast and Digital Gaming divisionChris doubled the size of Wizards over the last three years with the
support of the Board that authorized more than $1 billion of investment in Wizards over the last five yearsChris, in partnership with the Board, has initiated a comprehensive strategic plan review focusing on Hasbro’s customers and scaling
fewer, bigger opportunities via reinvestment that will drive profitable growth Hasbro has appointed a new CEO, named a separate Chair of the Board, added three new directors and committed that two directors will step down by the company’s
2024 annual meetingAppointed Chris Cocks, leader of Hasbro’s highest growth business and a gaming visionary, not merely a toy executive; Chris has a highly strategic gaming skillset and track record of high return growth, which will now be
applied to all of HasbroChair and CEO roles separated in October 2021; appointed Rich Stoddart as Chair of the BoardAppointed two proven and experienced leaders to the Board with highly relevant skillsets that shareholders indicated are top
priorities, in Liz Hamren and Blake JorgensenCommitted to reduce the size of the Board by two directors over the next two annual meeting cycles, resulting in 11 directors by Hasbro’s 2024 annual meeting
Hasbro Has the Right Strategy and Board to Deliver Value Hasbro Has Generated Strong Returns; Recent
Returns Impacted by COVID-19 Hasbro generated favorable TSR vs. relevant peers in consumer products, gaming and entertainment prior to COVID-19Since the start of COVID-19, Hasbro’s TSR suffered due to the timing of the eOne transaction and
other headwinds (e.g., China, supply chain, inflation) that put pressure on Hasbro’s business and share price similar to other entertainment businessesNotably, Hasbro’s TSR outperformed other entertainment businesses during this periodUnder
the leadership of Chris Cocks, Hasbro is positioned to accelerate growth and drive shareholder returns eOne Was Highly Strategic Despite Unfortunate Timing eOne acquisition was highly strategic, although it closed just prior to COVID-19
lockdowns, which resulted in delayed returnsNotably, PEPPA PIG and PJ MASKS accounted for almost 50% of eOne’s EBITDA at the time of acquisitionToday, eOne’s performance is back on track and the full $130 million of synergies still expected
to be realized this year Hasbro’s BoardHas the Right Skills and Experience to Support Chris Cocks Chris needs the support of directors with a balance of fresh perspectives and institutional / industry knowledge as they push Hasbro for bold
changes to adapt to a new environmentThe Board’s expertise and experience is directly relevant to overseeing Hasbro’s world class portfolio of assets across multiple play and entertainment categoriesHasbro has one of the most diverse Boards
in the S&P 500, which has been significantly refreshed in recent years (continued) Hasbro’s Board is Financially Disciplined Hasbro’s Board is committed to strict financial disciplineDivested non-core eOne music business with proceeds
used for business reinvestment and debt pay downD&D Beyond acquisition is a recent example of both the Board’s and Chris’ disciplined approachOver time, Hasbro passed on multiple investments that were not strategically or financially
accretive to its business
Hasbro Has the Right Strategy and Board to Deliver
Value (continued) Hasbro Sought to Avoid a Proxy Contest with Alta Fox Hasbro made a sincere effort to address Alta Fox’s proposals, including multiple settlement discussionsHasbro offered, but Alta Fox refused to even discuss the
qualification of independent candidates identified by HasbroInstead, Alta Fox made the appointment of one of its candidates a pre-condition to any substantive settlement discussion, rather than being collaborative with Hasbro to find the
best possible candidates for the Board Alta Fox’s Thesis and Director Nominees Are Not Right For Hasbro After careful consideration, Hasbro’s Board independently concluded that spinning off Wizards of the Coast would not create value for
shareholdersAlta Fox does not appear to understand Hasbro’s strategy, operations, and how being part of Hasbro and the Brand Blueprint is key to Wizards’ successAlta Fox seeks to replace Hasbro’s highly qualified directors with individuals
lacking relevant industry experience; its nominees would not be additive to our Board and would likely disrupt the execution of our plan
Hasbro’s Board Chose Chris Cocks as Change Agent Chris will apply his unique background and proven
approach to all of Hasbro The Board appointed Chris following a multi-year succession planning process which evaluated internal and external CEO candidates, with the help of an executive search firmRecognizing the consumer is evolving, the
Board did not choose a toy veteran as Hasbro’s next CEOInstead, the Board made the decision to hire Chris Cocks and rethink how Hasbro operates as a company to drive shareholder valueSince joining Hasbro in 2016 from Microsoft, Chris led and
operated Wizards differently than the rest of the companyHasbro and Chris invested more than $1 billion in Wizards over the last 5 years, resulting in a doubling of revenue in the last three years, while also expanding marginsWizards’
exceptional track record is a testament to the successful partnership between Chris and the Hasbro BoardThe Board is already working with Chris to execute a comprehensive strategic plan review to set Hasbro’s future course and drive
profitable growthChris will apply the growth orientation and capital discipline that he successfully demonstrated during his time at Wizards to the entire Hasbro business Hasbro’s gameplan is clear: drive shareholder returns by growing
Hasbro’s world class portfolio of brands through focus and scale and amplifying Hasbro’s industry-leading gaming portfolio by putting the consumer at the center and creating direct relationships with fans
Brand Blueprint Strategy Creates Greater Opportunity Hasbro’s strategy is
increasingly the broadly followed model for success in multigenerational play & entertainment, and it is the platform for the company’s next phase of growth Toys & Collectibles Iconic Portfolio of Brands Holistic Set of
Capabilities Tabletop &Digital Games TV, Film &Animation Licensing &Partnerships Industry-Leading CP & LicensingGlobal leader in toys & games for children and familiesAward-Winning EntertainmentPlatform-agnostic
content creator leveraging Hasbro’s iconic brandsMulti-Platform GamesAmong the largest, most profitable and fastest growing gaming portfolios across tabletop and digital platforms PRESCHOOL ADULT FANS KIDS & FAMILIES Three Strategic
Priorities Games Multigenerational Play & Entertainment Direct-to-Consumer
Hasbro’s Disciplined Approach to Brand Investment and Capital Allocation Has Driven Tremendous
Growth Note: FY 2021 revenue not shown to scale between brands; FY 2006 was solely comprised of toys & games revenue and FY 2021 was comprised of toys & games, digital gaming and entertainment and licensed products Total Revenue
for Select Hasbro Brands 8.4x 5.6x 4.2x 3.6x 3.0x 1.5x Hasbro’s gameplan going forward will focus on fewer and bigger opportunities, and result in more significant investments behind key brands and a simplification of Hasbro’s consumer
products business
Hasbro’s Acquisition of eOne Remains a Highly Strategic Transaction Notwithstanding Unfortunate
Timing Other Entertainment Companies Were Similarly Affected by COVID-19 Strong Strategic Logic Unfortunate Timing Gained two leading pre-school brands (PEPPA PIG, PJ MASKS) with global appeal and proven entertainment valueBrought
entertainment production and distribution capabilities in-house to accelerate content creation for Hasbro brandsEnabled Hasbro to underwrite incremental projects with stronger returns and greater certainty and control Acquired eOne on
December 30, 2019, months before the start of COVID-19COVID-19 put the entire entertainment industry in turmoil, and caused Hasbro to not meet its initial targets for eOneHasbro remains on track to achieve the targeted $130 million run-rate
cost and in-sourcing synergies by YE 2022eOne’s performance and synergy realization is now on track and Hasbro expects to drive strategic progress and a strong return on its investment going forward Most entertainment companies have
experienced share price pressure since the COVID-19 pandemic Share Price Change forSelect Entertainment CompaniesSince Start of COVID-191 Source: FactSetRepresents share price change from February 19, 2020 (S&P 500 peak prior to
COVID-19) to May 12, 2022
For An Extended Period, Prior to COVID-19Hasbro Delivered Strong TSR Hasbro Positioned to Drive
Returns for Shareholders Hasbro acknowledges that the company’s recent returns are behind benchmarks and believes this performance can be explained and addressed going forward Source: FactSet; Note: S&P 500 Consumer Durables &
Apparel represents industry group within S&P 500 (which Hasbro is a constituent of)Represents S&P 500 peak prior to COVID-19Represents median of Paramount, Warner Bros Discovery, Lions Gate, Netflix and DisneyRepresents median of
Activision Blizzard, Take-Two, Ubisoft, Games Workshop, Electronic Arts, Zynga, Playtika, SciPlay, and CD Projekt; unaffected dates utilized for recently announced M&A transactions eOne is On Trackand Back in Action Hasbro’s Go-Forward
Gameplan is Clear Blockbuster entertainment slate for 2022 and beyondRobust content pipeline, with 50 projects in development or production for Hasbro brands (+140% vs. 2019)On track to achieve $130M run-rate cost and in-sourcing synergies
by year end 2022 Upcoming Entertainment Showcases Brand Blueprint 5 Years Pre-COVID(2/19/15 – 2/19/201) COVID-19 to Current(2/19/201 – 5/12/22) Combined(2/19/15 – 5/12/22) Hasbro’s Performance Since Start of COVID-19Benefitted From
Its Diversified Business Model DigitalGaming3 Entertainment2 S&P 500ConsumerDurables Russell 1000ConsumerDiscretionary TSR from February 19, 2020 through May 12, 2022 Focus on fewer, bigger opportunities and scaling those with
reinvestment in profitable growthApply the capital discipline and winning decision-making demonstrated at Wizards to the entire Hasbro business Games MultigenerationalPlay & Entertainment Direct-to-Consumer 1 2 3 Three Strategic
Focus Areas 93% S&P 500 S&P 500 Consumer Durables Russell 1000 Consumer Discretionary Hasbro Mattel S&P 500
Elizabeth HamrenChief Operating Officer at DiscordFormerly Vice President of Xbox Product and
Engineering at Microsoft and President and Head of Global Marketing & Sales at Oculus VRCurrent director at LegalZoom Hasbro’s Board has the Right Skills and Experience The Board’s expertise and industry experience is directly relevant
to overseeing Hasbro’s world class portfolio of assets across multiple play and entertainment categories Hasbro’s Board Composition and ExpertiseReflects Its Diversified Business Hasbro Added Three Highly Qualified, Proven and Experienced
Leaders in 2022 Blake JorgensenEVP, Special Projects at Electronic ArtsFormer Chief Financial Officer and Chief Operating Officer of Electronic Arts; Formerly Executive Vice President and Chief Financial Officer of Levi Strauss & Co. and
Chief Financial Officer of Yahoo Chris CocksChief Executive Officer at HasbroFormerly President of Wizards of the Coast; Formerly VP of OEM Technical Sales and Group Product Manager for Microsoft Xbox Games Studios Source: Wall Street
research Digital Gaming 5/13 8/13 7/13 Consumer Products Entertainment/Digital Media
“[We] think the new board members provide needed expertise in key verticals (i.e., video games)”–
Stifel (April 7, 2022) “Under the leadership of a new CEO, Hasbro's conference call had a distinctly different flow & degree of disclosure. ‘Focus & scale’ is the headline, which provides perspective on recent actions to slenderize
the portfolio and invest in fewer, bigger ideas, namely Wizards (Magic and D&D)."– Jefferies (April 19, 2022) “We like the path CEO, Chris Cocks is starting to lay out for Hasbro's future growth plans […] it is clear efforts are already
in place for improving the focus and scale […] Hasbro's long-term growth strategy will continue to focus on the Brand Blueprint, but CEO Chris Cocks is beginning to take steps to reallocate assets towards areas that can build more scale and
improve returns”– MKM Partners (April 25, 2022) “Earlier this week, Hasbro added two new members to its Board of Directors […] The new board members are Elizabeth Hamren and Blake Jorgensen […] Both individuals bring extensive gaming
experience that Alta Fox believes Hasbro’s Board needs.”– Monness Crespi Hardt (April 8, 2022) Analysts Support the Board’s Actions Source: Wall Street researchNote: Permission to use quotes neither sought nor obtained “This morning, we
got a sense of what HAS thinks is “higher caliber” as it has named two individuals to its board, both of whom come with stellar credentials. The first add is Elizabeth Hamren. She has Microsoft Xbox credentials and also happens to be a games
enthusiast. The other add is Blake Jorgensen, who has served previously as the COO and CFO at Electronic Arts. Any way you slice it, these two meet the test of being high caliber adds.”– Gordon Haskett (April 4, 2022)
Hasbro’s Management Looks to the Board on a Number of Key Topics Key Industry
Experience IndustryRelationships Understanding of emerging games and entertainment business modelsExperience with executing large consumer products, gaming and entertainment related investmentsAnalysis and valuation of brand equity, media
libraries, rights management processes and consumer licensingImplementation of multi-hundred million dollar consumer marketing, promotion and channel management plansManagement of physical supply chains, complex channel relationships and
consumer-based demand planningEmerging trends, talent, startups and sources of capital across entertainment, interactive media and direct-to-consumer Introduce management to emerging opportunities while also providing perspective on
investment alternatives and risksRelationships with key executives, investors, outside advisors and partners across games, entertainment, consumer products and direct-to-consumer HR, Finance, Accountingand ESG Experience in management,
compensation, culture and talent development, recruiting and retention at a large creative-oriented organizationUnderstanding of typical accounting and tax principles for a global play & entertainment businessProvide guidance on ESG best
practices as it relates to Hasbro’s various businesses and employees Hasbro believes that each director on the Board provides critical expertise and insight across these key areas,and does not believe that the 3 Alta Fox nominees bring these
skills to Hasbro
Alta Fox Seeks to Replace Hasbro’s Highly Qualified Directors with Individuals Lacking Relevant
Experience Alta Fox’s slate of nominees does not posses relevant industry experience for Hasbro’s Board It is maybe no surprise that Alta Fox’s nominees have limited qualifications related to Hasbro’s long-term success since Alta Fox’s
stated goal is to push a spin-off of Wizards that would not create valueAlta Fox’s nominees would only serve to disrupt and distract the company from executing its strategic plans for the future of HasbroNone of Alta Fox’s nominees brings
relevant industry expertise to support Chris Cocks in his new position as CEO, and their nominations show that Alta Fox’s interests are not aligned with Chris’ vision for the company Alta Fox’s Nominees Lack Corporate and Business Experience
Across Consumer Products, Entertainment and Gaming,All of Which are Critical to Hasbro’s Long-Term Success Currently Director at TecsysBackground is narrowly limited to marketing in the enterprise software spaceNo experience in consumer
businesses, which are Hasbro’s core audience and fan segments Currently Director at KuvareExperience is strictly limited to insurance / financial servicesNo experience leading or growing consumer businesses, nor relevant expertise in gaming,
consumer products or entertainment Currently CFO at IDT Corp.Primarily brings legacy telecom and personal care experienceParticipated in numerous spin-offs as senior vice president – finance (not as CFO of the company) Rani Hublou Carolyn
Johnson Marcelo Fischer
Alta Fox’s Proposal to Spin Off Wizards of the Coast Would Not Create Value for Shareholders Hasbro’s
Board has independently and carefully considered the appropriateness of a spin-off of Wizards and concluded that a spin-off of Wizards would not create value for shareholdersIn the Board’s view, a spin-off of Wizards would limit growth and
result in meaningful missed strategic and financial opportunities for both Wizards and the Hasbro business overall, in contrast to Alta Fox’s thesisIn reviewing Alta Fox’s proposal for a Wizards spin-off, the Board noted that:Alta Fox’s
analysis assumed a significant multiple expansion for Wizards through reference to fundamentally flawed and inappropriate benchmarks that should not be used as a basis for strategic decision-makingAlta Fox’s analysis fails to account for
significant, quantifiable dis-synergies that would result from a separation, including the shift from an owned to a third-party content creation model, duplicative overhead costs and the material cost of executing a spin-offAlta Fox also
fails to account for the impact of non-quantifiable dis-synergies, including missed opportunities to maximize the full value of Wizards IP through Hasbro’s other capabilitiesMany shareholders have expressed the view that a spin-off of Wizards
would be the wrong move for Hasbro
Alta Fox’s Valuation Analysis for Wizards is Fundamentally Misinformed and Relies on Inappropriate
Comparisons Source: Bloomberg and FactSet as of May 12, 2022 Alta Fox’s Valuation Analysis isNot Analytically Sound … … And Ignores Current Market Conditions,Instead Anchoring on Much Higher Multi-Year Averages “We view 20x NTM EBITDA,
[Games Workshop’s] average 2-year multiple, as the floor for [Wizards’] fair valuation.As [Wizards] executes on its digital initiatives, we believe its multiple could mover closer to true SaaS – or even that of ‘video game ecosystem’ peers,
implying a 30-50x NTM EBITDA multiple.We value [Wizards] at 23x EBITDA, a premium to GAW, but a meaningful discount to true video game ecosystem players. However, this could prove to be conservative as the company continues to execute on
digital initiatives.”– Alta Fox Presentation (2/17/22) Toys & Games ComparableCompanies Video Games Tabletop Games Software 2-Year Avg.NTM EV/EBITDA CurrentNTM EV/EBITDA Hasbro Notes Alta Fox Analysis Current Market
Observations 10x 16x 20x 26x 8x 12x 12x 19x Hasbro’s consolidated multiple is already above other toy companies Comparing to Digital Games companies is flawed given Wizards largely analog business Games Workshop briefly
traded at outsized multiple before returning to norm Very different business model and industry In-line withHasbro
Alta Fox is Repeatedly Mistaken About Hasbro Alta Fox does not understand how successful Wizards has
been because Wizards has been part of Hasbro Wizards is Thriving Because it has Been a Part of Hasbro Alta Fox’s Actions Demonstrate its Lack of Understanding, as Evidenced by Waffling on its Core Thesis to Spin Off Wizards Wizards of the
Coast has been tremendously successful under Hasbro’s ownership and Chris Cocks’ leadership Upcoming MAGIC: THE GATHERING Netflix series and Dungeons & Dragons: Honor Among Thieves feature film only begin to demonstrate Wizards of the
Coast’s opportunity as part of Hasbro 150% growth in high margin MAGIC: THE GATHERING revenue driven by Hasbro’s >$1 billion investment in Wizards over the past 5 years “In our view, MTG’s network effects have never been stronger
(supported by the rise of the internet, proliferation of content creation, and the launch of Arena)”– Alta Fox Presentation (2/17/22) Alta Fox’s Campaign Alta Fox’s3-Year Path “Free the Wizards” “Strengthen Hasbro” February 17,
2022 April 29, 2022 “Alta Fox sees a three-year path … with a refreshed Board, new strategy, improved capital allocation and tax-free spin-off of Wizards of the Coast” “Alta Fox sees a three-year path … with a refreshed Board, new
strategy, improved capital allocation.” “Hasbro has shackled [Wizards] by running the segment as a cash cow, limiting its internal reinvestment opportunities and diverting its cash flow”– Alta Fox Presentation (2/17/22)
Hasbro’s Board Continuously and Constructively Engaged with Alta Fox Hasbro made a sincere effort to
collaborate with Alta Fox on nominating new directors to the Board, including in multiple potential settlement discussions (10/27): Alta Fox reached out to Hasbro IR (11/1, 3 & 17): Conversations with Hasbro IR (12/17): Hasbro CFO
met with Alta Fox (1/7): Hasbro CFO and Interim CEO / Director met with Alta Fox(1/20): Three Hasbro directors and CFO met with Alta Fox (3/14): Offered to collaborate with Alta Fox on appointment of one director; Alta Fox refused to
consider the credentials of the potential directors(3/25): Offered to collaborate with Alta Fox on appointment of two directors, quarterly calls with CEO, and improved disclosure; Alta Fox refused to consider the credentials of the potential
directors(3/27): Hasbro CEO reiterated Hasbro’s interest in reaching a settlement (2/28): Offered to interview Alta Fox’s proposed directorsAlta Fox initially refused to permit interviews and ultimately allowed Hasbro to
interview only 1 of its 3 current nominees Today
Hasbro is Delivering Strong Financial Results Note: Reconciliations of Adjusted EBITDA, Adjusted
Operating Profit and Adjusted Net Earnings to the nearest GAAP metrics can be found beginning on appendix pages 69-71Shane Azzi brings more than 25 years of consumer packaged goods and diverse supply chain experience to Hasbro, most recently
serving as Chief Supply Chain Officer for Kimberly-Clark FY 2021 Financial Results (As Adjusted) Net Earnings EBITDA Operating Profit Revenues $6.42B Up 17% $5.23 Up 41% $1.31B Up 23% $995.2M Up 20% Q1 2022 Highlights $1.16B
revenue (+7% excl. Music)Maintained 2022 revenue guidance and increased 2022 operating profit margin expectations Announced D&D Beyond acquisition and relaunch of Starting Lineup$75-150M share repurchases in 2022Appointment of Shane Azzi
as Chief Global Supply Chain Officer1 Wizards of the CoastKamigawa: Neon Dynasty is Hasbro’s best-selling winter set of all timeConsumer ProductsLed by My Little Pony, Peppa Pig and Hasbro products for Marvel and Star WarsEntertainmentThe
Rookie picked up for season 5Transformers BotBots and Power Rangers Dino Fury premieres
Hasbro’s Strong Balance Sheet will Support Future Growth Hasbro is on track to achieve its leverage
target and has returned capital along the way Total Debt to Adjusted EBITDA1 Disciplined Capital Return to Shareholders Note: Reconciliations of total debt to adjusted EBITDA to the nearest GAPP metrics can be found on appendix page
72Represents total debt (including production financing facilities) divided by last twelve months adjusted EBITDAPro forma for acquisition of eOneIncludes 3% increase in 2022 COVID-19 Disruption 2 Hasbro remains committed to achieving
its long-term leverage target of 2.0-2.5x Total Debt to EBITDA Grew Dividend Per Share at 7% CAGR Over Past 10 Years3 Dividends Share Repurchases S&P Global Ratings: Hasbro Inc. Upgraded To 'BBB' On EBITDA Growth And Debt
Repayment; Outlook Stable (Feb. 16, 2022) Moody's Ratings: Hasbro upgraded to 'Baa2' on "improved operating performance, resulting in meaningful reductions in leverage" (Mar. 15, 2022) Increased quarterly dividend by 3% and announced share
repurchase of $75-150M for 2022
Discussion Agenda Hasbro’s Strategy Creates Greater Opportunity Hasbro Delivers Strong Returns Alta
Fox’s Campaign Is Misinformed and Ill-Timed Hasbro's Board Has Robust Governance Practices Concluding Remarks Executive Summary 1 2 3 4 5 6
Hasbro’s Strategy Creates Greater Opportunity Hasbro pioneered the multigenerational play &
entertainment strategy,and today it is increasingly the model for success Hasbro’s acquisition of eOne remains a highly strategic transactionnotwithstanding unfortunate timing Owned entertainment capabilities are a critical component of
Hasbro’s strategy with many strategic and financial benefits With the consumer as north star, Hasbro’s iconic portfolio of brands is poised for growth Hasbro has a robust near-term multigenerational play & entertainment
pipeline Wizards is thriving under Hasbro’s ownership
Hasbro Pioneered the Multigenerational Play & Entertainment Strategy “Empowered with the story and
visual work, the team employed a unique process to develop something we call the brand creative blueprint. This blueprint allows the brand story to inform and enhance both the transmedia opportunities, the actual TV publishing, et cetera, as
well as the trans merch potential, toys, games, digital gaming, and all other license categories. Crafting the story and planning the merchandising and media opportunities at the same time enables Hasbro to maximize any brand's true
commercial potential … So imagine Hasbro's potential as we dive into the deep portfolio of our powerful brand.”– Brian Goldner, Hasbro’s 2009 Investor Day (November 5, 2009)
Hasbro is the Model for Success in Play & Entertainment Hasbro has a first-mover advantage and
other IP owners are now emulating its multimedia strategy 2022 analyst day presentation materials and transcript (February 18, 2022)2021 investor day presentation materials (March 9, 2021)FQ3 2022 earnings call transcript (February 1,
2022) “We are evolving our strategy to grow [our] IP-driven toy business and expand our entertainment offering … We are beginning to capture the full value of our IP in highly accretive business verticals, including content, consumer
products and digital experiences which are directly adjacent to the toy industry. While still at an early stage, we are very excited about the progress we are making.”– Chairman & CEO “As I think about the future of the industry, I do
believe that we will start to see entertainment coming together … [our players] play our games more than any other form of entertainment, but they also consume linear media and scripted entertainment and sports broadcast and music and other
things … we're also aware that our fans are expecting us to find new and interesting ways for them to experience entertainment … as we think about the future, you should think about it with IP at the center and engagement around play, watch,
create and experience all built on a deep social ecosystem that brings fans together around the content they love”– Chairman & CEO Mattel1 Electronic Arts3 Spin Master2
Analyst Community Strongly Rejects Alta Fox’s Attack on Hasbro’s Brand Blueprint Strategy Research
analysts support Hasbro’s strategy and its unique ability to monetize IP across brands Source: Wall Street researchNote: Permission to use quotes neither sought nor obtained “We are perplexed by Alta Fox’s determination that Hasbro has
clung to a “failed” Blueprint strategy … We have too many examples of successful applications of the strategy to list here.”– BMO (Feb. 22, 2022) “We believe Hasbro's 'Brand Blueprint', which places content and storytelling at the center of
a brand's strategy, provides it with a sustainable competitive advantage that should help Hasbro drive long-term share gains."– Berenberg (Feb. 22, 2022) “We do not expect the company will abandon its ‘Brand Blueprint’ … we think revenue
synergies related eOne’s monetization of Hasbro’s IP should become more apparent going forward. We believe MTG and D&D have the greatest media potential and content will come to market in the near future.”– Monness Crespi Hardt (Feb. 22,
2022) “We challenge the activist's claim that the brand blueprint is misaligned with shareholder interests. We see the blueprint as a brand activation method and a commercial assessment tool, not a capital allocation model … the blueprint is
a critical mechanism to uniquely pathway each brand to market. Should capital be biased toward higher-growth, higher-margin franchises – undoubtedly yes. That's the business, not the blueprint.”– Jefferies (Feb. 18, 2022)
Hasbro’s Iconic Brands are the Core of its Strategy With the consumer as the north star, Hasbro’s
portfolio of brands is poised for long-term growth How Hasbro’s Strategy Will Drive Future Value One of the fastest growing and most profitable games portfolios in the world Sought after collectors’ brandswith growing direct
capabilities Engagement with consumers from an early age over a lifetime with growing value Iconic Portfolio of Brands
Hasbro’s Owned Entertainment Capabilities are Critical Provides even more expansive monetization
opportunities with complete creative control On Track to Deliver $130M Cost & Insourcing Synergies2 Entertainment Projects for Hasbro Brands Cadence announced at time of acquisition close Production Development eOne’s Strategic
Rationale is Well-Founded Two leading pre-school brands: PEPPA PIG and PJ MASKSDrive greater toy and licensing success with Hasbro’s capabilitiesBring television and film expertise in-houseHasbro’s direct ownership with greater control over
branded content in the areas of story, marketing and release schedules allows more effective oversight of timing and pace of productionUnderwrite incremental projects with stronger returns and greater certainty and control +140% Source:
FactSet as of May 12, 2022(1) Represents NTM EV/EBITDA multiple(2) Represents initial target set at transaction announcement Synergy-Adjusted Multiple is Below Hasbro Today1
eOne Added Two Highly Strategic Pre-School Brands with Global Appeal to Hasbro’s Portfolio of
IP Globally Beloved, Highly Toyetic Brands eOne Acquisition was Strategic for Hasbro’s Core Business eOne’s Family & Brands segment includes valuable pre-school IP with global reacheOne has proven ability to create engaging content
based on its pre-school brandseOne’s TV & Film business is helping accelerate the pace of and improve the quality of entertainment based on Hasbro brands Family & Brands Segment Accounted for Almost Half of EBITDA Global
Awareness77%Global Intent to Purchase40% Global Awareness53%Global Intent to Purchase32% “We positively view Hasbro's efforts in taking key brands and building out a media driven strategy to better monetize its IP…The recently completed
acquisition of eOne should accelerate this process…while also adding two more, high quality brands in Peppa Pig and PJ Masks.” – MKM Partners (Jan. 14, 2022) 2019 eOne EBITDA by division as reported in accordance with IFRS Largest
Pre-School Brand: 63% awareness and 39% intent to purchase Note: Permission to use quote neither sought nor obtained
Hasbro has a Robust Play & Entertainment Slate Pipeline of entertainment, digital gaming and live
experiences highlights expansive opportunity Entertainment Pipeline Animated series(Netflix) Includes theme parks and other live experiencesDefined as family entertainment center Digital Gaming Pipeline Live Brand Experience
Pipeline Unscripted series(Netflix) Unscripted series(Amazon) Animated series(Netflix) Live action feature film(Theatrical) Live action feature film(Theatrical) 2 new scripted series & 4 new unscripted
series Brand LiveExperiences FEC TouringEvents Hotel / Restaurant (1) (2)
Wizards is Thriving Because it’s a Part of Hasbro Hasbro has invested over $1 billion in Wizards over
last 5 years, which has driven 150% growth in MAGIC: THE GATHERING’s high margin revenue and doubled the size of the Wizards business in 3 years (2 years ahead of target) Wizards is a Critical Component of Hasbro’s Strategy Hasbro Has
Invested Significant Dollars to Grow Wizards Wizards benefits from Hasbro's global scale, corporate and logistics infrastructure and toys, games and entertainment expertiseHasbro will extend Wizards brands across the Blueprint, beginning
with the MAGIC: THE GATHERING Netflix TV series and Dungeons & Dragons: Honor Among Thieves blockbuster movieThese upcoming releases will create expansive opportunities for both existing fans and new audiencesHasbro will continue to
leverage Wizards’ gaming expertise across other high-value and high-potential Hasbro brandsHasbro recently acquired D&D Beyond, the leading digital toolset and game companion for the groundbreaking fantasy franchise, to complement and
accelerate Hasbro’s progress in both gaming and direct-to-consumer Wizards of the Coast & Digital Gaming (2017-2021) CumulativeInvestments ($M) Revenue ($M) +26% CAGR Operating Profit ($M) +27% CAGR 41% 43% Operating Profit
Margin
32
Discussion Agenda Hasbro’s Strategy Creates Greater Opportunity Hasbro Delivers Strong Returns Alta
Fox’s Campaign Is Misinformed and Ill-Timed Hasbro's Board Has Robust Governance Practices Concluding Remarks Executive Summary 1 2 3 4 5 6
Hasbro’s Board has Robust Governance Practices Board refreshment has been and will continue to be a
top focus for Hasbro Hasbro has engaged constructively with Alta Fox Hasbro’s executive compensation program, including its stock ownership requirements, is aligned with shareholders’ interests Hasbro’s Board has the skills and experience
most relevant for Hasbro’s future growth areas Play & Entertainment with a Purpose – Hasbro is a leading ESG company Hasbro added three new high-quality directors this year who bring additional expertise, and is committed to reducing
the size of its Board Hasbro has proactively adjusted its disclosure over time as the company has evolved
Hasbro has Robust Governance Practices Strong governance practices establish clear independent board
oversight at Hasbro Board Practices Independent Chair Rich Stoddart since February 25, 2022 (independent chair role created in October 2021)All directors elected annually under majority vote standard with a director resignation policy in
uncontested electionsCybersecurity and Data Privacy Committee established in 2018 Finance Committee with mandate to ensure disciplined capital allocation in the best interests of shareholders Careful board succession planning and annual
board and committee self-assessmentsAdded 6 new directors (including 3 this year) in the past 6 years through ongoing board refreshment process In-depth annual board review of management succession plans Written code of conduct and corporate
governance principlesStrict “overboarding” policyProxy access by-law: 3%/3-years, the greater of 2 nominees or 20% of the Board and up to 20 shareholders can aggregate their holdingsMandatory director stock ownership policy: requires
directors to own shares of Hasbro worth at least 5 times the value of their annual base cash compensation History of substantive, constructive engagement and dialogue with shareholdersLongstanding commitment to and board leadership on
corporate social responsibility Refreshment StrongGovernance Policies Engagement & Responsibility
Average Board tenure over time Board Composition & Refreshment are Always Top Priorities Hasbro
has appointed 6 new directors since 2016 and is committed to reducing its Board size Board Tenure Target Succession Planning The Board devotes significant time on its agenda to reviewing and discussing the succession plans for the CEO and
each of his/her direct reportsSuccession planning continues to be among the Board’s top priorities and included in the annual goals for executive management 12 of 13 (92%)Independent Directors 7 / 7Median Director Tenure / Average Director
Tenure 7 of 13 (54%)Female Directors 4 of 5 (80%)Standing Board Committees Chaired by Women Separate Chair and CEO Roles 6New Directors Added in the past 6 Years 2016 2017 2018 2019 2020 2021 2022 9 9 8 9 10 10 9 Hasbro’s
Board has adopted independence standards in accordance with Nasdaq corporate governance listing standardsAll of Hasbro’s directors (other than the CEO) are considered independent under these standards Independence Alan Batkin (25 yr.
tenure) and Basil Anderson (15 yr. tenure) step down Hope Cochran and Mary Beth West join Alan Hassenfeld (32 yr. tenure) and Crispin Davis (5 yr. tenure) step down Laurel Richie joins ShortPeriod(<6 yrs.) MediumPeriod(6-10
yrs.) Longer Period (>10 yrs.) Elizabeth Hamren & Blake Jorgensenjoin Chris Cocks joins Chairperson Emeritus In May 2021, Alan Hassenfeld stepped down as a director on the Board and was appointed Chairperson EmeritusAlan
Hassenfeld has no voting or other power or authority to manage the affairs of the company 7
Hasbro Has Actively Refreshed the Board Board refreshment has been and will continue to be a top focus
for Hasbro 2016 Annual Meeting 2022 Annual Meeting1 Basil L. Anderson Alan R. Batkin Kenneth A. Bronfin Michael R. Burns Sir Crispin H. Davis Lisa Gersh Brian D. Goldner Alan G. Hassenfeld Tracy A. Leinbach Edward M.
Philip Richard S. Stoddart Linda K. Zecher Former Director Director Nominee Chair C C (1) Represents the Board’s director nominees Kenneth A. BronfinIndependent Director Elizabeth HamrenIndependent Director Laurel J.
RichieIndependent Director Michael R. BurnsIndependent Director Blake JorgensenIndependent Director Richard S. StoddartChair of the Board Hope F. CochranIndependent Director Tracy A. LeinbachIndependent Director Mary Beth
WestIndependent Director Christian P. CocksCEO and Director Edward M. PhilipIndependent Director Linda Zecher HigginsIndependent Director Lisa GershIndependent Director
Board Member Kenneth A. Bronfin Michael R.
Burns Hope F. Cochran Christian P. Cocks Lisa Gersh Elizabeth Hamren BlakeJorgensen Tracy A. Leinbach Edward M. Philip Laurel J. Richie Richard S. Stoddart Mary Beth West Linda Zecher
Higgins Title Director Director Director CEO and Director Director Director Director Director Director Director Chair of the Board Director Director Senior Management Global
Business Strategic Planning Digital Gaming/Digital Products Consumer Products Entertainment IT/Technology Sales
and Marketing Human Capital Management ESG Finance/Accounting Corporate
Governance Public board experience Meets criteria 10/13 10/13 11/13 10/13 10/13 10/13 12/13 10/13 11/13 8/13 11/13 9/13 11/13 Board Overview &
Relevant Experience Board Overview Ongoing process of refreshment to maintain the right balance of skills, experience, diversity and tenureBoard has deep expertise across gaming, media & content, consumer products and marketing, all of
which are relevant to Wizards of the Coast and Digital GamingChris Cocks joined the Board upon appointment as CEOTwo new directors with deep gaming expertise added in April 2022With this refreshment process, the current Board has strong
racial and gender diversity among its members Hasbro Nominees Hasbro’s Board has the Right Skills and Experience Joined in 2022 Extensive experience across digital gaming, consumer products, entertainment/digital media and capital
allocation
Hasbro’s Highly Qualified Board of Directors The Board is comprised of proven leaders with experience
in areas most relevant to Hasbro Member of the Board since 2014Interim Chief Executive Officer of Hasbro, Inc. until Feb. 25, 2022Former President and Chief Executive Officer of InnerWorkings, Inc.Extensive experience in the advertising,
marketing and communications industries, including in television, digital, social media, point-of-sale, packaging and print, and in building global brands and businesses Member of the Board since 2008Member of the Audit, Compensation
and Cybersecurity and Data Privacy CommitteesSenior Managing Director of Hearst Ventures (the strategic investment division of diversified media, information and services company Hearst Corporation)Extensive expertise and experience in
operational and executive roles in the media and digital services sectors Member of the Board since 2014Member of the Finance and Nominating, Governance and Social Responsibility CommitteesVice Chairman and a member of the board of directors
of Lions Gate Entertainment Extensive knowledge and experience in content development and brand building to build global entertainment franchises Richard S. StoddartAge: 59Chairman Kenneth A. BronfinAge: 62Director Michael R. BurnsAge:
63Director Member of the Board since 2016Member of the Audit (Chair), Finance and Nominating, Governance and Social Responsibility CommitteesManaging Director at Madrona Venture Group Former Chief Financial Officer of King Digital
EntertainmentExtensive experience as a senior financial executive in the digital gaming and telecom industries Member of the Board since 2022Previously President of Hasbro’s Wizards of the Coast and Digital Gaming segmentFormerly held senior
management positions at Microsoft Corporation, where he guided the marketing strategies of hit Xbox Games franchises including Halo and served as Vice President of OEM Technical Sales Member of the Board since 2010Member of the Audit and
Compensation (Chair) CommitteesPreviously CEO of Alexander Wang, Goop and Martha Stewart Living OmnimediaExtensive experience in the media, branded products and entertainment industries, including television, digital entertainment and
publishing Hope F. CochranAge: 50Director Christian P. CocksAge: 48CEO & Director Lisa GershAge: 63Director Member of the Board since 2008Member of the Audit, Finance and Nominating, Governance and Social Responsibility
CommitteesFormerly Executive Vice President and Chief Financial Officer for Ryder System, Inc.Extensive business experience in global operations, strategic and financial planning, auditing and accounting Tracy A. LeinbachAge:
62Director Member of the Board since 2002Member of the Compensation and Nominating, Governance and Social Responsibility (Chair) CommitteesFormer COO of Partners in HealthExperience in strategic, business and financial planning in
consumer-based and technology-based industries and in overseeing management teams of such companies Member of the Board since 2020Member of the Compensation and Nominating, Governance and Social Responsibility CommitteesFormer President of
the Women’s National Basketball AssociationFormer CMO of Girl Scouts of the United States of AmericaExtensive experience and skills in global marketing and brand-management skills Edward M. PhilipAge: 56Director Laurel J. RichieAge:
63Director Member of the Board since 2016Member of the Finance (Chair) and Nominating, Governance and Social Responsibility CommitteesFormer Senior Vice President and Chief Growth Officer, The Hershey CompanyExtensive experience and
expertise in marketing, brand building, managing global franchises, understanding and applying consumer insights Mary Beth WestAge: 59Director Member of the Board since 2014Member of the Audit and Cybersecurity and Data Privacy (Chair)
CommitteesCEO and Managing Partner of the Barkley Group (a cybersecurity and digital transformation consulting firm)Extensive experience in leading the transformation of businesses in the fields of digital publishing, digital learning, and
online sales and marketing Linda Zecher HigginsAge: 68Director Member of the Board since 2022Member of the Compensation Committee and Cybersecurity and Data Privacy CommitteesChief Operating Officer at DiscordPreviously Corporate Vice
President at Microsoft Corporation, where she led product and engineering for XboxExtensive background in engineering, product management, marketing and operations for technology and gaming companies Member of the Board since 2022Member of
the Audit and Finance CommitteesExecutive Vice President of Special Projects at Electronic Arts, Inc.Former Chief Financial Officer and Chief Operating Offices at Electronic Arts, Inc.More than a decade as a senior executive at a leading
digital gaming company with deep experience across finance, operations, consumer products, technology and gaming Elizabeth HamrenAge: 50Director Blake JorgensenAge: 62Director Denotes experience as public company executive
Compensation is Aligned with Shareholders’ Interests Hasbro’s executive compensation program is
appropriate and aligns company performance with the interests of our shareholders CEO Compensation is Aligned With Performance CEO Compensation is Appropriate Chris Cocks’ target total direct compensation is less than half of the peer
medianHasbro has received strong support on its “Say on Pay” vote, with the last 5-years’ support averaging 93.5%ISS considered our three-year (2018 – 2020) CEO compensation to be aligned with performanceHasbro’s NEO compensation is in-line
with peer median Hasbro’s last three completed long-term incentive performance cycles have realized values substantially below the targeted grant value, with our former CEO realizing a total of 47% of such targeted grant valueISS described
the company’s long-term performance goals as “sufficiently rigorous” Performance Share Award Realized Value (% of Target) CEO Total Direct Compensation ($mm) 1 As described in our 2020 proxy statement, our former CEO would have been
entitled to receive a 23% payout under this award, but instead waived any rights to payment and realized no value for such award2 Meridian Compensation Partners data from 2021 proxy disclosures; 3 Based on Chris Cocks’ target compensation
from 01/05/22 Employment Agreement 2 3 1
Hasbro’s Board of Directors has “Skin in the Game” Hasbro’s director stock ownership and compensation
guidelines are aligned with shareholder interests, and are competitive and appropriate Directors Have Significant Equity Ownership Director Compensation is Competitive and Appropriate Hasbro’s total per-director compensation is within 5%
of the median for its proxy peers Hasbro’s stock ownership guideline of 5x annual compensation within 5 years is aligned with peers and market practicesIf the company’s share price rises, Hasbro directors participate in the success, and if
it declines, they feel the painDirectors generally receive the majority of their compensation in stock and most hold multiples of the minimum requirement Total Per-Director Compensation ($000)2 Director Equity Ownership ($mm)1 1 As of
04/22/22, includes currently exercisable options and options exercisable within sixty days of April 21, 2022 (which are not counted toward minimum equity ownership requirements), excludes April 2022 appointees2 Based on 2021 proxy
disclosures3 Appointed to the Board on November 2, 2020 (3) Only ~1% of the total shares ever issued to the current directors have been sold
Hasbro has a Robust Shareholder Engagement Process Hasbro engages with shareholders on a regular basis
as part of its commitment to build relationships, be responsive to shareholders and ensure that Hasbro’s actions incorporate shareholder viewpoints Hasbro believes that positive, two-way dialogue builds informed relationships that promote
transparency and accountabilityHasbro IR and management are actively engaged with current and potential shareholders as well as analystsIn 2021 alone the company held approximately 235 calls and meetings with investors and analystsAs it does
every year, in 2021, Hasbro proactively extended a quarterly invitation to its top 25 shareholders to meet and the company had discussions with those who accepted the invitation; in addition, Hasbro also spoke with shareholders who reached
outHasbro received strong support for its executive compensation programs, including the metrics used within its annual and long-term incentive programs during 2021 engagementsIn 2022 to date, Hasbro has covered a variety of topics, with a
primary focus on ESG disclosure, programs and strategic and capital allocation priorities, CEO succession planning, executive compensation, and corporate governanceThese meetings were productive, with specific positive comments and praise for
Hasbro’s ESG progress, and the addition of an ESG modifier to its compensation program
Hasbro Proactively Adjusted Disclosure as Wizards Grew In addition to disclosing performance of the
Wizards of the Coast and Digital Gaming segment, Chris Cocks has presented at numerous investor conferences since joining Hasbro in 2016 New Segment Reporting In Q1 2021, Hasbro changed its reportable segments to Consumer Products, Wizards
of the Coast & Digital Gaming, and Entertainment to give investors better visibility into Hasbro and to reflect how the company is now organizedNew reporting segments provide increased insight into Hasbro’s differentiated capabilities and
how the Brand Blueprint comes togetherAdded disclosure of tabletop vs. digital & licensed gaming revenue for Wizards starting in Q4 2021 Chris Cocks Public Presentations Hasbro has provided numerous opportunities for investors to learn
about Wizards of the Coast in greater detail, highlighting both MAGIC: THE GATHERING and DUNGEONS & DRAGONS regularly on earnings call, conferences, investor materials and investor meetingsIn addition, from 2016-2021, Chris Cocks
participated in:Hasbro investor days (2017 and 2021)Hasbro Toy Fair Investor Events (2017, 2018, 2019, and 2020)Goldman Sachs’ Future of eSports & Video Games conference (Sep. 2019)1x1 discussion with Stifel analyst Drew Crum (Sep.
2021)Jefferies Interactive Entertainment conference (Nov. 2020 and Nov. 2021) “Under the leadership of a new CEO, Hasbro's conference call had a distinctly different flow & degree of disclosure. ‘Focus & scale’ is the headline, which
provides perspective on recent actions to slenderize the portfolio and invest in fewer, bigger ideas, namely Wizards (Magic and D&D).“– Jefferies (April 19, 2022)
Hasbro has Engaged Constructively with Alta Fox (10/12): Brian Goldner passed away(10/27): AF
reached out to Hasbro IR to learn more about the business (11/1, 3 & 17): Series of conversations with Hasbro Investor Relations (12/8): AF laid out investment thesis and areas of concern at Hasbro(12/17): Deb Thomas (CFO) met with
Connor Haley (AF)(12/21): Emails exchanged regarding follow up questions/answers in which AF refused to disclose ownership stake or provide its thesis
materials October S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 (1/7): Deb Thomas (CFO) and Richard
Stoddart (Interim CEO) met with Connor Haley (AF) AF requested for Board to respond by 1/14 toExplore tax-free spin-off of Wizards of the CoastReplace several existing Hasbro Board members with unidentified directors that have "expertise in
gaming, spin-off execution, and disciplined capital allocation"Reinvest aggressively into Wizards of the Coast’s key franchises(1/20): Richard Stoddart (Interim CEO), Michael Burns (Independent Director), Hope Cochran (Independent Director)
and Deb Thomas (CFO) met with Connor Haley
(AF) November S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 December S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 January S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 February S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 March S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 (2/17):
Alta Fox publicly discloses nominations (2/28): Emails exchanged wherein Hasbro offered to interview AF’s proposed directors AF refused to permit interviews without a settlement framework in place Hasbro has continuously attempted to
collaborate with Alta Fox; however, prior to publicly launching its campaign, Alta Fox repeatedly refused to disclose its ownership or proposed directors (3/14): Hasbro’s advisors offered to collaborate with AF on appointment of one
director, which AF rejected(3/15): Hasbro’s advisors re-conveyed Hasbro interview invitation, and AF agreed to let the Board interview 2/5 of its nominees(3/18, 21, & 22): The Board interviewed 2 of AF’s candidates (3/22 & 24): The
Board and Nom/Gov committee convened and determined AF’s nominees lacked sufficient qualifications (3/25): Company's advisors offered to collaborate with AF on appointment of two directors, quarterly calls with Chris Cocks, and improved
disclosure, which AF rejected(3/27): Chris Cocks (CEO) reached out to Connor Haley (AF) to reiterate Hasbro’s interest in reaching a settlement Alta Fox refused to engage on the qualifications of the new directors being considered by Hasbro
Playing and Entertaining with Purpose Hasbro’s clear sense of purpose and ESG strategy continue to
drive long-term value creation for all stakeholders Climate & Sustainability Diversity, Equity & Inclusion Joined the Science based Target Initiative (SBTi), committing to set science-based 2030 and 2050 goals to further reduce
Greenhouse Gas EmissionsOn track to eliminate plastic in all new toy and game packaging by end of 2022Set goal for Potato Head toy line to be made with plant-based or renewable materials by end of 2024Promoting the Circular Economy through
our industry-leading Toy Recycling program, now launched in 12 countries worldwide Ethical Sourcing & Human Rights On track to meet 2025 goals to increase female representation in leadership to 50% globally and minority representation
in US workforce to 25% Achieved 99.6% Renewable Energy Goal for Owned & Operated facilities Achieved 100% Supplier Participation Rate in Measurement of Environmental Performance Philanthropy and Social Impact Brought joy to over 6
million children & families worldwide through toy, game, and financial donations & social impact initiatives Engaged92% of employees through volunteerism and hundreds of service projects worldwide Continue to foster a culture of
inclusion, conducting unconscious bias training for over two-thirds of US employees Achieved 100% audit rate annually for all third-party suppliers and major subcontractors, including supplemental oversight auditsAdvanced
capacity-building throughout supply chain through mandatory Hasbro Ethical Sourcing Academy training for all suppliersChampioned Worker Well-Being through female worker empowerment programs and support migrant worker families
Discussion Agenda Hasbro’s Strategy Creates Greater Opportunity Hasbro Delivers Strong Returns Alta
Fox’s Campaign Is Misinformed and Ill-Timed Hasbro's Board Has Robust Governance Practices Concluding Remarks Executive Summary 1 2 3 4 5 6
Alta Fox Campaign is Misinformed and Ill-Timed Hasbro believes that: Alta Fox’s campaign is built on
flawed assumptions and a poor understanding of Hasbro’s business, most importantly Wizards Alta Fox’s campaign is ill-timed Alta Fox’s valuation analysis for Wizards in fundamentally misinformedand relies on inappropriate comparisons Alta
Fox lacks conviction in its investment thesisand is seemingly fixated on value destructive transactions Alta Fox’s nominees have limited qualifications for Hasbro’s Board and lack relevant industry experience across all of Hasbro’s future
growth areas
Alta Fox’s Campaign is Built on Flawed Assumptions and a Poor Understanding of Hasbro’s Business Alta
Fox lacks an understanding of Hasbro’s business, including, most significantly, Wizards Alta Fox’s Inaccurate Claims on Wizards Hasbro Reality “[Alta Fox believes] Hasbro has shackled [Wizards] by running the segment as a cash cow,
limiting its internal reinvestment opportunities and diverting its cash flow to invest in margin-dilutive Hasbro-related business lines.” Hasbro’s Board has overseen over $1 billion invested in Wizards in the last 5 years to meet its funding
needsAs a result, Wizards revenue doubled in size over a three-year period (2018-2021) and increased revenue 42% to $1.28 billion in 2021 aloneMAGIC: THE GATHERING revenue alone grew 150% over the last 5 yearsWizards’ exceptional track record
– a result of the successful partnership between Chris and the Board – is a strong example of Hasbro’s successful investment approach “The Board has misallocated a significant portion of [Hasbro’s] research and development budget, to the
detriment of attractive reinvestment opportunities within Wizards of the Coast's core franchises.”
Alta Fox’s Valuation Analysis for Wizards is Fundamentally Misinformed and Relies on Inappropriate
Comparisons Alta Fox’s“Spectrum of Comps” Legacy Toy Businesses Slower GrowthVideo Game Giants DominantTabletop Franchise League Owners Companies WithSimilar Financial Profiles Rule of 40 SaaS Comps Faster Growth Video Game
“Ecosystem” Players “Inferior” “Reasonable” “Aspirational” Hasbro Notes Alta Fox’sComparable Companies NTM EV/EBITDA(2-Year Average) NTM
EV/EBITDA(Current) 10x 16x 20x 27x 26x 30x 59x 8x 12x 12x 24x 19x 22x 30x Meritech Capital Hasbro’s consolidated multiple is already above other toy companies Comparing to Digital Games companies is flawed given
Wizards largely analog business Games Workshop briefly traded at outsized multiple before returning to norm Source: Bloomberg, FactSet and Meritech Capital as of May 12, 2022 Companies with very different business models and industries
are misinformed benchmarks for strategic decision-making Alta Fox’s Universe of Comparable Companies for Wizards Current Market Observations In-line withHasbro
Alta Fox’s Campaign to Separate Wizards is Poorly Timed Alta Fox began buying Hasbro stock just days
after the passing of Hasbro’s long-time leader Brian Goldner and went public 8 days before Chris Cocks’ CEO appointment became effective The Board clearly recognized the importance of Wizards to overall Hasbro and Chris Cocks’ strong
performance-oriented leadership when they appointed him as Hasbro’s new CEOBoard had been actively engaged in succession planning prior to Chris' appointmentHaving assumed the CEO role only 8 days after Alta Fox publicly launched their
attack, Alta Fox did not give Chris any time to ramp up in the seat and pursue his vision for the consolidated business No one is better positioned than Chris to get the full benefit of the Brand Blueprint for WizardsHistorical Wizards
performance under Chris’ leadership was strong, and the Board believes Hasbro should see how Chris' impact on the company will generate returns in excess of what a separated Wizards and Consumer / Entertainment RemainCo could achieve Wizards
& Digital Gaming Revenue ($M) Wizards & Digital Gaming Operating Profit ($M) '19-’21 CAGR:+30% '19-’21 CAGR:+36% 38.7% 46.4% 42.5% Operating Profit Margin
Alta Fox Lacks Clarity and Conviction in its Thesis Alta Fox’s actions demonstrate its lack of
understanding, as evidenced by waffling on its core namesake thesis to spin off Wizards “Free the Wizards” (February 2022) “Strengthen Hasbro” (May 2022)
Alta Fox Repeatedly Criticizes Hasbro’s Board for Not Accepting Value Destructive Offers for the
Company Alta Fox’s fixation on value destructive transactions is consistent with its initial proposal to spin off Wizards, pushing a transaction agenda at the cost of returns for all shareholders Accepting Mattel’s $24 All-Stock Offer in
1996Would Have Destroyed Significant Value for Shareholders Source: FactSetRepresents total shareholder return from January 24, 1996 (one day before media reports of takeover offer) through May 12, 2022Represents Hasbro’s share price on
January 24, 1996 (adjusted for stock splits) grown by Hasbro’s total shareholder returnRepresents implied Mattel offer price on January 24, 1996 (adjusted for stock splits) grown by Mattel’s total shareholder returnRepresents total
shareholder return from June 23, 2010 (one day prior to media reports of potential transaction) through May 12, 2022 Value of Holding Hasbro Stock2 Value ofAcceptingMattel Offer3 Sale to Providence Equity for a Slight PremiumWould Have
Deprived Shareholders of Meaningful Upside TSR Since Mattel Offer1 Illustrative Value Today Hasbro Generated 208% TSR Since Takeover Rumors4
Alta Fox’s Nominees Have Limited Qualifications for Hasbro’s Board Alta Fox’s nominees do not have the
experience necessary for success Alta Fox’s slate has limited to no corporate or business experience across consumer products, entertainment and gaming, all of which are critical to Hasbro’s long-term successAlta Fox claims that Hasbro’s
Board “lacks gaming experience most relevant to Wizards of the Coast,” yet its nominees lack exactly this experience, instead bringing management and director experience in enterprise software, insurance and telecommunications Alta Fox
Nominee Rani Hublou Carolyn Johnson Marcelo Fischer Title Board of Directors at Tecsys Board of Directors at Kuvare Insurance Services CFO at IDT Digital Gaming Entertainment/Digital Media Consumer Products No
digital gaming or entertainment / digital media expertise Alta Fox Nominees Lack Relevant Industry Experience Board Overview
Alta Fox Nominee: Rani Hublou Rani Hublou’s B2B credentials are not additive to Hasbro’s
Board Additional Commentary Biography Relative TSR Since Appointment to Tecsys Board1 Rani HublouBoard of Directors, TecsysPrimary Industry Experience:Enterprise software marketingPrior Public Board Experience:Tecsys Experience is
primarily in marketing at companies that sell to enterprise, not consumers; no qualifications in businesses focused on gaming, entertainment or consumer productsTecsys share price has fallen ~36% over last twelve months Tecsys’ TSR has
underperformed Hasbro’s TSR during her tenureHublou was terminated in 2019 from her role as chief marketing officer of business communications provider 8x8, Inc. In subsequent litigation, the company claimed that Hublou was not a team player,
that her department experienced high turnover and that her business decisions had “adverse consequences.” (Hublou and 8&8 settled in November 2020.)Since her termination from 8x8, Hublou’s only reported non-board experience is
self-employment as a consultant with Incline Strategies. We have been unable to identify any website, employees or business phone number for Incline Strategies.Alta Fox declined Hasbro’s request to interview Hublou, so Hasbro was not given an
opportunity to ask her about these issues and to better understand her qualifications. S&P 500 Source: Public filings and FactSet(1) Represents total shareholder return from April 30, 2020 through May 12, 2022
Alta Fox Nominee: Carolyn Johnson Carolyn Johnson has a weak transformation track record and lacks
critical industry experience Additional Commentary Biography Majesco Share Price Performance During Johnson’s Tenure1 Carolyn JohnsonBoard of Directors, Kuvare Insurance ServicesPrimary Industry Experience:Insurance and insurance
softwarePrior Public Board Experience:Majesco No experience leading or growing consumer businessesNo relevant expertise in gaming, consumer products or entertainmentShort tenure and little success as Chief Transformation Officer at AIG Held
position for only 7 monthsMajesco’s share price declined by 10% during Johnson’s tenureAlta Fox declined Hasbro’s multiple requests to interview Johnson, so Hasbro was not given an opportunity to ask her about these issues and to better
understand her qualifications. Source: Public filings and FactSetRepresents share price performance from September 9, 2019 through July 17, 2020 (one day prior to Thoma Bravo’s announcement to acquire Majesco) (10%) +8%
Alta Fox Nominee: Marcelo Fischer Marcelo Fischer has a weak record with spin-offs Additional
Commentary Biography Primarily brings legacy telecommunications and personal care experience – neither of which are relevant to Hasbro’s business model nor the omni-channel storytelling strategy central to our successSeveral companies that
have been spun off from IDT during his tenure have performed poorly and have come under scrutiny for issues ranging from internal controls to fraudulent misrepresentation Straight Path Communications Inc. was spun off from IDT in July 2013. A
subsequent report alleged IDT’s 5G licenses were obtained by “fraudulent misrepresentation.” Straight Path subsequently entered into an FCC consent decree, agreeing to pay a $15 million civil penalty and sell all its 5G licenses. A
shareholder lawsuit relating to these matters is currently awaiting trial.Genie Energy Ltd., Zedge Inc. and Rafael Holdings Inc. all disclosed material weaknesses in internal controls following their respective spin-offs from IDT. In Zedge’s
case, this led to a restatement of results.Alta Fox failed to disclose to Hasbro that it has an ongoing business relationship with Fischer’s IDTIn September 2021, IDT sold a 2.5% stake in its National Retail Solutions (“NRS”) subsidiary to
Alta Fox for $10 million. NRS continues to be a “key business unit” of IDT, and Alta Fox has the right to redeem its NRS stock after 5 years (IDT still owns ~81% of NRS)Alta Fox owns ~1% of IDT’s shares, making it the 11th largest
institutional shareholder of IDT. It is Alta Fox’s 5th largest holding in its portfolio.Fischer was one of only two Alta Fox nominees Hasbro was allowed to interview, and Fischer did not disclose any of these issues Marcelo Fischer CFO, IDT
CorpPrimary Industry Experience:Telecom and personal carePrior Public Board Experience:None Select Relative TSR Performance1 Source: Public filings and FactSetRepresents total shareholder return through May 12, 2022Represents date on which
IDT’s Board of Directors elected Marcelo Fischer as Chief Financial Officer and Treasurer Since 6/1/062 Since 10/26/11 Since 6/1/16 Since 3/27/18
Discussion Agenda Hasbro’s Strategy Creates Greater Opportunity Hasbro Delivers Strong Returns Alta
Fox’s Campaign Is Misinformed and Ill-Timed Hasbro's Board Has Robust Governance Practices Concluding Remarks Executive Summary 1 2 3 4 5 6
Hasbro Delivers Strong Returns Prior to the start of COVID-19 and for a reasonable period, Hasbro
delivered strong returns and significantly outperformed Mattel After the challenges of COVID-19, eOne is on track and back in action Hasbro’s performance since the start of COVID-19 benefitted from its diversified business model Hasbro
acknowledges its recent underperformance, and believes it is explained by the unfortunate timing of eOne as well as broader industry headwinds Hasbro has delivered strong long-term returns since implementing the Brand Blueprint strategyand
the company’s go-forward gameplan is clear
Prior to the Start of COVID-19 and For a Reasonable Period, Hasbro Delivered Strong TSR 5 Years
Pre-COVID(February 19, 2015 – February 19, 20201) COVID-19 to Current(February 19, 20201 – May 12, 2022) Combined(February 19, 2015 – May 12, 2022) Source: FactSetRepresents S&P 500 peak prior to COVID-19 S&P
500ConsumerDurables Russell1000ConsumerDiscretionary See following page for additional detail Mattel recovery after previous decline and depressed stock price S&P 500 S&P
500ConsumerDurables Russell1000ConsumerDiscretionary S&P 500 S&P 500ConsumerDurables Russell1000ConsumerDiscretionary S&P 500
Hasbro’s Performance Since Start of COVID-19 Benefitted From Its Diversified Business Model Since
COVID-19, Hasbro has not underperformed relative to entertainment and gaming peers Total Shareholder Return Since the Start of COVID-19(February 19, 20201 – May 12, 2022) Source: FactSetNote: S&P 500 Consumer Durables & Apparel
represents industry group within S&P 500 (which Hasbro is a constituent of)Represents median of Paramount, Warner Bros Discovery, Lions Gate, Netflix and DisneyRepresents median of Activision Blizzard, Take-Two, Ubisoft, Games Workshop,
Electronic Arts, Zynga, Playtika, SciPlay, and CD Projekt; unaffected dates utilized for recently announced M&A transactions Digital Gaming2 Entertainment1 S&P 500Consumer Durables Russell 1000Consumer Discretionary (42%) 5 years
Pre-COVID+12% through current S&P 500
After the Challenges of COVID-19, eOne is On Track and Back in Action Blockbuster
Entertainment Robust Content Pipeline Synergy Achievement On Track Production Development +140% Entertainment projects for Hasbro brands Dungeons & Dragons: Honor Among Thieves(Theatrical) Transformers: Rise of the
Beasts(Theatrical) Animated TV Series(Netflix) Run-rate cost and in-sourcing synergies ($M)
Hasbro Acknowledges Its Underperformance Over the Traditional 1, 3 and 5-Year Periods Hasbro believes
this performance is explained by the unfortunate timing of eOne as well as other industry headwinds Last 5 Years(May 12, 2017 – May 12, 2022) Last 3 Years(May 12, 2019 – May 12, 2022) Last 1 Year(May 12, 2021 – May 12, 2022) Source:
FactSetNote: S&P 500 Consumer Durables & Apparel represents industry group within S&P 500 (which Hasbro is a constituent of)Represents median of Paramount, Warner Bros Discovery, Lions Gate, Netflix and DisneyRepresents median of
Activision Blizzard, Take-Two, Ubisoft, Games Workshop, Electronic Arts, Zynga, Playtika, SciPlay, and CD Projekt; unaffected dates utilized for recently announced M&A transactions Digital Gaming2 Entertainment1 S&P 500Consumer
Durables Russell 1000Consumer Discretionary S&P 500
Hasbro Has Delivered Strong Long-Term Returns Since Implementing the Brand Blueprint Strategy Total
Shareholder Return Since Implementation of the Brand Blueprint Strategy Through Pre-COVID(May 22, 20081 – February 19, 20202) Through Current(May 22, 20081 – May 12, 2022) Source: FactSetRepresents date on which Brian Goldner was appointed
CEO of HasbroRepresents S&P 500 peak prior to COVID-19 S&P 500ConsumerDurables Russell 1000ConsumerDiscretionary S&P 500 S&P 500ConsumerDurables Russell 1000ConsumerDiscretionary S&P 500
Going Forward, Hasbro’s Gameplan is Clear Grow Hasbro’s world class portfolio of brands, and amplify
its industry-leading gaming portfolio by putting the consumer at the center of everything the company does and creating direct relationships with its fans Disciplined Approach Strategic Focus Areas Actions Already Underway Focus on
fewer, bigger opportunities and scaling those with reinvestmentApply the capital discipline and winning decision-making demonstrated at Wizards to the entire Hasbro business Games MultigenerationalPlay &
Entertainment Direct-to-Consumer 1 2 3 Accelerate progress in gaming and direct-to-consumerPlatform for D&D’s digital hub with 10 million gaming accounts One of the most beloved sports collectibles of all timeAppeal to fans of all
ages in a fast-growing category
Discussion Agenda Hasbro’s Strategy Creates Greater Opportunity Hasbro Delivers Strong Returns Alta
Fox’s Campaign Is Misinformed and Ill-Timed Hasbro's Board Has Robust Governance Practices Concluding Remarks Executive Summary 1 2 3 4 5 6
Hasbro’s Strategy Maximizes the Monetization of its BrandsHasbro began implementing its
multigenerational play & entertainment strategy 14 years ago, and today it is a broadly-followed model for success Alta Fox’s Campaign is Misinformed and Ill-TimedAlta Fox is wrong about breaking up Hasbro and has proposed nominees with
limited qualifications to Hasbro’s Board Hasbro Has Delivered Strong ReturnsWhile COVID-19 has materially impacted Hasbro’s recent performance, it has weathered these headwinds and delivered strong returns for shareholders over the
long-term Hasbro's Board has Relevant Skillsets and Robust Governance PracticesHasbro’s Board has the right skills and experience most relevant to Hasbro’s future and has gotten even stronger Concluding Remarks Hasbro has Undergone
Significant Change and is Well-Positioned for the FutureHasbro possesses the leadership, portfolio of brands and capabilities to drive the next phase of growth and change
Vote “FOR ALL” of Hasbro’s Highly Qualified Director Nominees on the WHITE Proxy Card Today
Appendix
SUPPLEMENTAL FINANCIAL DATA (Unaudited) (Millions of Dollars and Shares, Except Per Share
Data) RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
SUPPLEMENTAL FINANCIAL DATA (Unaudited) (Millions of Dollars and Shares, Except Per Share
Data) RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
SUPPLEMENTAL FINANCIAL DATA (Unaudited) (Millions of Dollars and Shares, Except Per Share
Data) RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
SUPPLEMENTAL FINANCIAL DATA (Unaudited) (Millions of Dollars and Shares, Except Per Share
Data) RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
The following is an advertisement by Hasbro appearing on LinkedIn beginning on May 16, 2022.
Hasbro has a winning business strategy in the Brand Blueprint, a diverse and refreshed Board of Directors with deep expertise, and a long history of creating value for our shareholders. For more important information
ahead of our annual meeting of shareholders on June 8, 2022, please visit: [Link to Hasbro website containing information previously filed or filed herein under cover of Schedule 14A]
The following is an advertisement by Hasbro (@Hasbro) appearing on Twitter beginning on May 16, 2022.
.@Hasbro has a winning business strategy in the Brand Blueprint, a diverse and refreshed Board with deep expertise and a long history of creating value for our shareholders. For more important
information ahead of our annual meeting of shareholders, please visit: [Link to Hasbro website containing information previously filed or filed herein under cover of Schedule 14A]
On May 16, 2022, Hasbro updated its website www.HasbroGamePlan.com, which contains information relating to Hasbro’s 2022 annual meeting of shareholders. A copy of the updated website content (other than that previously filed or filed herein under
cover of Schedule 14A) can be found below.
Home Our Board & Leadership Shareholder Resources How To Vote Vote
for Hasbro’s Board of Directors Hasbro’s highly skilled Board, with expertise and experience directly relevant to overseeing Hasbro’s world class portfolio of assets across multiple play and entertainment categories, is maximizing value for all
shareholders.
Alta Fox is attempting to install three dissident director nominees who
lack any relevant industry expertise to push an agenda to spin off the Wizards of the Coast business (‘‘Wizards’’). We believe this proxy fight is ill-timed, Alta Fox’s agenda will not create value for shareholders and its nominees offer no
beneficial experience to Hasbro’s Board or the Company. Alta Fox’s campaign, which began just days after the passing of our long-time CEO Brian Goldner, is a distraction at a time when our new CEO should be given a chance to focus solely on our
business for the benefit of all our stakeholders. The proposal to spin off Wizards would not create value and illustrated clear misunderstandings of our significant investment (over $1 billion in the last five years), support from the Board in
growing the Wizards business (150% growth in MAGIC: THE GATHERING alone in the last five years), benefits Wizards receives from being part of Hasbro and the ability of our Brand Blueprint strategy to drive the future performance of Wizards and the
entirety of Hasbro’s business. Chris Cocks’s specific combination of expertise in both the Wizards business and the next generation of gaming makes him ideally positioned to develop, in conjunction with the Board, the strategy for the future of
Hasbro. The Board fully supports Chris and believes that, given the opportunity to execute with such support, his forward-looking, consumer-focused strategy and gameplan will help create and drive long-term shareholder value in the best interests
of ALL shareholders. Vote the WHITE proxy card to support the Hasbro Board of Directors at the Company’s annual meeting of shareholders on June 8, 2022. Total shareholder return since Hasbro instituted the Brand Blueprint strategy 279%1 Board
members with digital gaming, media or consumer products expertise 12 of 13 Amount invested in growing Wizards of the Coast over the last 5 years, driving 150% growth in MAGIC: THE GATHERING alone >$1 billion 1 vs. 245% returned by the S&P
500 Consumer Durables index; 5/22/2008 through 4/22/2022
A Word from Hasbro’s Board and CEO Richard S. Stoddart Char of the
Board “I know I can speak for our full Board when I Say we are thrilled to work closely with Chris to continue our traffic momentum and maximize value for our shareholders. He is absolutely the right choice to lead Hasbro at this time. The skills
and experiences of our current Board perfectly complement Chris’s passion for gaming, the consumer, multi-generational play and an exceptional ability to drive growth. It’s truly a winning team.” Meet the Hasbro Board. Chris Cocks Chief Executive
Officer “The Board has been a great partner for me as President of wizards of the Coast. They constantly push me to think bigger and have a growth mindset. They have really challenged me and the entire team to generate the highest and biggest ROI
impact for our fans and for our shareholders. As CEO I’ve had nothing but a great experience with them in my first hundred days since being announced. They’ve been very supportive of the new strategy shift that we’re trying to drive and the big
strategy review that we have under way with the senior management team.” Read Our Letters to Shareholders
The Board of Directors operates with the best interests of ALL shareholders in mind as evidenced by the thorough succession planning process that identified Chris Cocks as Hasbro’s new CEO. Hasbro’s Board and management team regularly engage
with our shareholders to hear their viewpoints regarding our Board of Directors and broader corporate strategy. We are very disappointed that Alta Fox continues to be more interested in chasing headlines and making a name for its founder and fund
than engaging constructively. It has used a cherry-picked narrative that is not representative of the actions our Board has taken to try to constructively and quickly resolve this matter in the best interests of all shareholders. Our Board has
independently and carefully considered the appropriateness of a spin-off of Wizards and found that a spin-off of Wizards would not create value for all shareholders. In our view it would limit growth and result in meaningful missed strategic and
financial opportunities for both Wizards and the Hasbro business overall, in contrast to Alta Fox’s thesis. We encourage shareholders to support Chris in executing in his new role, employing the Wizards gameplan at Hasbro and enacting his vision,
along with the full support of our highly skilled, diverse, proven and recently refreshed Board.
Press releases 05.16.22 Filing of Investor Presentation Press Release Press Release 04.25.22 Hasbro Board of Directors Issues Letter to Shareholders Press Release 04.04.22 Elizabeth Hamren and Black Jorgensen Join Hasbro’s Board of Directors PDF
| 471KB 02.16.22 Hasbro Confirms Receipt of Director Nominations From Alta Fox PDF | 33KB 01.05.22 Hasbro Names Chris Cocks and Chief Executive Officer PDF | 32KB
Shareholder Letters 05.09.22 May 9th Letter to Shareholders PDF | 471KB 04.25.22 Letter to Shareholders PDF | 80KB 04.04.22 Chris Cocks Letter to Shareholders PDF | 142KB 04.04.22 Rich Stoddart Letter to Shareholders PDF | 121KB
Sec Filings 04.25.22 Hasbro Files Definitive Proxy Statement and Issues Letter to Shareholders Press Release 04.04.22 Appointment of Blake Jorgensen and Elizabeth Hamren to Hasbro’s Board of Directors Press Release
Presentations 05.16.22 Hasbro Investor Presentation PDF | Contact us Get in touch ©2022 Hasbro, Inc. All Rights Reserved. Private Policy Call if Privacy Rights & Notes Terms of Use
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“expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will” and other words and terms of similar meaning. Among other things, these forward-looking statements may include statements concerning: the impact and contributions
of our new director appointments, and our ability to achieve our financial and business plans, goals and objectives, including achieving long-term sustainable profitable growth and long-term value for shareholders. Specific factors that might cause
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