UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
 
Filed by the Registrant ☒
 
Filed by a Party other than the Registrant ☐
 
Check the appropriate box:
 
☐
 
Preliminary Proxy Statement
 
☐
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
☐
 
Definitive Proxy Statement
 
☒
 
Definitive Additional Materials
 
☐
Soliciting Material under Rule 14a-12
 
Hasbro, Inc.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
 
 
 
☐
Fee paid previously with preliminary materials.
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 



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:


 ●
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.


●
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.


●
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.


●
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.


●
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.


●
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.


●
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.


●
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.


●
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.


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.


Latest News 05.16.22 Filing of Investor Presentation Press Release Press Release 05.09.22 May 9th Letter to Shareholders Press Release 04.25.22 Hasbro Board of Directors Issues Letter to Shareholders Press Release 04.04.22 Elizabeth Hamren and Blake Jorgensen Join Hasbro’s Board of Directors Press Release View all shareholder resources Contact us Get in touch ©2022 Hasbro, Inc. All Rights Reserved. Private Policy Call if Privacy Rights & Notes Terms of Use


Home Our Board & Leadership Shareholder Resources How To Vote Important Information Regarding the Annual Meeting Access the latest regulatory filings, press releases, shareholder letters and presentations


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


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.