Election of Directors (Proposal 1)
Effective at the Meeting, the Board has set the number of directors at eleven, and you will be asked to elect eleven directors at the Meeting. All of the directors
elected at the Meeting will serve until the 2022 Annual Meeting of Shareholders (the 2022 Meeting), and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.
At the Meeting, Alan G. Hassenfeld, a director since 1978, Chairman of the Board from 1989 to 2008, and former President and Chief Executive Officer of the Company, will
retire from the Board, and will not stand for re-election. Mr. Hassenfeld will be appointed as Chairman Emeritus effective following the Meeting, with the roles and responsibilities described on
page 25 of this Proxy Statement. Sir Crispin Davis, a director since 2016, and John A. Frascotti, a director since 2018, will also retire from the Board and will not stand for re-election at the Meeting.
In addition to serving as a director, Mr. Frascotti served as our President and Chief Operating Officer from 2018 until his retirement from this position in March 2021, President from 2017 until August 2018, President of Hasbro Brands from 2014
to 2017, and Executive Vice President and Chief Marketing Officer from 2008 to 2014. We are truly grateful for the contributions of Messrs. Hassenfeld, Davis, and Frascotti.
The Board, upon recommendation of the Nominating, Governance and Social Responsibility Committee of the Board, has recommended the persons named below as nominees for
election as directors to serve until the 2022 Meeting. All of the nominees are currently directors of the Company. The proxies cannot be voted for more than eleven directors at the Meeting.
Unless otherwise specified in your voting instructions, the shares voted pursuant thereto will be cast FOR the persons named below as nominees for election as
directors. If, for any reason, any of the nominees named below should be unable to serve as a director, it is intended that such proxy will be voted for the election, in his or her place, of a substituted nominee who would be recommended by the
Board. The Board, however, has no reason to believe that any nominee named below will be unable to serve as a director.
SELECTION OF BOARD
NOMINEES
In considering candidates for election to the board, the Nominating, Governance and Social Responsibility Committee and the Board consider a
number of factors, including employment and other experience, qualifications, gender, diversity and other attributes, skills, expertise and involvement in areas that are of importance to the Companys business, business ethics and professional
reputation, other board service, business, financial and strategic judgment, the Companys needs, and the desire to have a Board that represents a diverse mix of backgrounds, perspectives and expertise. Each of the nominees for election to the
Board at the Meeting has served in senior positions at complex organizations and has demonstrated a successful track record of strategic, business and financial planning, execution and operating skills in these positions. In addition, each of the
nominees has proven experience in management and leadership development and an understanding of operating and corporate governance issues for a large multinational company.
The following highlights certain skills, experience and characteristics possessed by the nominees for election to the Board. Further information on each nominees
qualifications is provided below in the individual biographies. In addition to the skills listed below, our directors each have experience with oversight of risk management, as described below under Role of the Board in Risk Oversight.
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