UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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:

HASBRO, INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

[    ], 2022

Dear Hasbro Shareholders,

On behalf of your Board of Directors and management, we invite you to the Hasbro, Inc. (“Hasbro”) 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on [●], [●], 2022, beginning promptly at [●] a.m. Eastern Time. Only shareholders of record on [●] 2022, or their valid proxy holders may vote at the Annual Meeting.

For the continued health and safety of our shareholders, employees and other participants, the Annual Meeting will be a virtual meeting. Shareholders will be able to listen, vote, and submit questions during the Annual Meeting from any remote location that has Internet connectivity by registering to attend in advance of the meeting at least 48 hours prior to the Annual Meeting start time at www.cesonlineservices.com/has22_vm.

The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the business to be conducted at the Annual Meeting. Also included are a WHITE proxy card and postage-paid return envelope. WHITE proxy cards are being solicited on behalf of the Board of Directors of Hasbro.

Your vote is especially important at this year’s Annual Meeting. As you may have seen, an activist investment firm and shareholder, Alta Fox Opportunities Fund LP (“Alta Fox”), has provided notice of its intent to nominate a slate of five (5) nominees for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board of Directors. As a result, you may receive solicitation materials, including a gold proxy card, from Alta Fox seeking your proxy to vote for Alta Fox’s nominees.

Your Board of Directors does not endorse any of the Alta Fox nominees and unanimously recommends that you vote “FOR ALL” the nominees proposed by your Board of Directors on the WHITE proxy card. Your Board strongly urges you to discard and NOT sign or return any gold proxy card sent to you by Alta Fox. If you have already submitted a gold proxy card, you can revoke that proxy and vote for your Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by completing, signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet or telephone by following the instructions on your WHITE proxy card or WHITE voting instruction form. Only your last dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

Your vote is extremely important no matter how many shares you own. Whether or not you expect to attend the Annual Meeting, please vote and submit your proxy over the Internet, by telephone or by mail. If you have any questions or require any assistance with voting your shares, please contact Hasbro’s proxy solicitors:

Sincerely,

		Richard S. Stoddart Chair of the Hasbro Board of Directors				Christian P. Cocks Chief Executive Officer

Hasbro, Inc. Notice of 2022

Annual Meeting of Shareholders

		Purpose
				Elect thirteen (13) directors.
				Approve advisory vote on the compensation of the Company’s named executive officers.
				Ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year.
				Transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting.

Voting

Please note that Alta Fox Opportunities Fund LP (“Alta Fox”) has provided notice of its intent to nominate a slate of five (5) nominees for election as directors at the Annual Meeting in opposition to your Board of Directors’ recommended nominees. You may receive solicitation materials from Alta Fox, including proxy statements and gold proxy cards. Hasbro is not responsible for the accuracy or completeness of any information provided by or

relating to Alta Fox or its nominees contained in solicitation materials filed or disseminated by or on behalf of Alta Fox or any other statements Alta Fox may make.

Your Board of Directors does not endorse any of the Alta Fox nominees and unanimously recommends that you vote “FOR ALL” the nominees proposed by your Board of Directors on the WHITE proxy card. Your Board strongly urges you to discard and NOT sign or return any gold proxy card sent to you by Alta Fox. If you have already submitted a gold proxy card, you can revoke that proxy and vote for your Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet or telephone by following the instructions on your WHITE proxy card or WHITE voting instruction form. Only your last dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

By Order of the Board of Directors,

Tarrant Sibley

Executive Vice President, Chief Legal Officer &

Corporate Secretary

[●] 2022

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting

to be held on [●] [●], 2022:

The Company’s Proxy Statement for the Annual Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2021 are available, free of charge, at https://investor.hasbro.com/financial-information/annual-meeting.

Table of Contents

In this Proxy Statement, the terms “Hasbro,” “the Company,” “we,” and “our” refer to Hasbro, Inc., and the terms “Board” and “Board of Directors” refer to the Board of Directors of Hasbro, Inc. Unless otherwise stated, information presented in this Proxy Statement is based on Hasbro’s fiscal year. This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated into this Proxy Statement by reference.

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our Brand Blueprint strategy and the ability to achieve our financial and business goals and objectives, the proposals contained herein, product and content releases and timing thereof, and environmental and social goals, commitments, and strategies. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

Proxy Statement Highlights

This proxy summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider and you should read the entire Proxy Statement before voting.

Agenda Item		Board Recommendation		Page Number
Proposal 1 Election of Thirteen (13) Directors		“FOR ALL” Hasbro director nominees		12
Proposal 2 Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers		“FOR”		86
Proposal 3 Ratification of KPMG LLP as the Independent Registered Public Accounting Firm for 2022		“FOR”		87

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Hasbro delivered an exceptional full-year 2021, including another record revenue year for Wizards of the Coast; strong revenue growth for consumer products; and a robust, progressively more Hasbro brand-led, content slate returning to 2019 levels of deliveries for entertainment. Our teams executed with excellence as we capitalized on the strength of our Brand Blueprint strategy, successfully navigated supply chain challenges across the business, continued to manage the uncertainty caused by the COVID-19 pandemic, endured the tragic loss of our long-time Chairman and CEO, Brian Goldner, in October 2021 and transitioned to our interim CEO, Richard Stoddart. We concluded 2021 looking forward with excitement to Christian (Chris) Cocks taking on the role of our new CEO on February 25, 2022.

All of our segments grew during the year as we drove profitable growth across our diversified portfolio. We continued to invest significant capital guided by our Brand Blueprint — expanding and growing our powerful gaming portfolio, including in MAGIC: THE GATHERING and DUNGEONS & DRAGONS; building engaging and more valuable brands; telling compelling stories to global audiences across all mediums; and developing our talented teams. Our commitment to disciplined, strategic investments over the long-term has enabled us to build a differentiated business with comprehensive capabilities to drive profitable growth and generate shareholder value. A few recent examples of our Brand Blueprint in action are described below.

We had a strong financial year and successfully navigated challenges due to the COVID-19 pandemic and supply chain disruptions.

Adjusted operating profit, adjusted net earnings and adjusted earnings per diluted share are non-GAAP financial measures as defined under SEC rules. A reconciliation of these non-GAAP financial measures to GAAP is provided in Appendix A to this Proxy Statement.

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Proposal 1 — Election of Directors

The table below summarizes information about each of the thirteen (13) director nominees nominated by your Board. Detailed information about each of your Board’s nominees, including their background, skills and areas of expertise, can be found beginning on page 12. Your Board of Directors unanimously recommends that you vote “FOR ALL” your Board’s director nominees.

Name and Principal Occupation		Age*				Director Since				Independent				Audit				Comp				Cyber				Fin				NGS
Kenneth A. Bronfin Senior Managing Director of Hearst Ventures			62				2008			✓
Michael R. Burns Vice Chairman of Lions Gate Entertainment Corp.			63				2014			✓
Hope F. Cochran Managing Director of Madrona Venture Group			50				2016			✓
Christian P. Cocks Chief Executive Officer of Hasbro			48				2022
Lisa Gersh Outside Advisor; Former Chief Executive Officer of Alexander Wang			63				2010			✓
Elizabeth Hamren Chief Operating Officer of Discord Inc.			50				2022			✓
Blake Jorgensen Executive Vice President, Special Projects, of Electronic Arts Inc.			62				2022			✓
Tracy A. Leinbach Retired Executive Vice President and Chief Financial Officer of Ryder System, Inc.			62				2008			✓
Edward M. Philip Retired Chief Operating Officer of Partners in Health			56				2002			✓
Laurel J. Richie Independent Branding Consultant; Former President of Women’s National Basketball Association			63				2020			✓
Richard S. Stoddart Chair of the Board of Hasbro; Former Interim Chief Executive Officer of Hasbro; and Former President and Chief Executive Officer of InnerWorkings, Inc.			59				2014			✓
Mary Beth West Former Senior Vice President, Chief Growth Officer of The Hershey Company			59				2016			✓
Linda Zecher Higgins Chief Executive Officer and Managing Partner of The Barkley Group			68				2014			✓

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As described below under “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 Company’s business, business ethics and professional reputation, other board service, business, financial and strategic judgment, the Board’s and the Company’s needs at that time, and the desire to have a well-balanced Board that represents a diverse mix of backgrounds, perspectives and expertise.

As described below under “Background to the Solicitation,” based upon the Company’s criteria for nominations of directors to the Board and the unanimous recommendation of the Nominating, Governance and Social Responsibility Committee, the Board unanimously determined to nominate the individuals identified in the above table to serve until the 2023 Annual Meeting of Shareholders, in light of the fit of their backgrounds, skills, achievements and experiences with the Company, and not to nominate any of the Alta Fox Nominees (as defined below) to be included in the Board’s slate of director nominees for the 2022 Annual Meeting.

Please note that Alta Fox Opportunities Fund LP (“Alta Fox”) has provided notice of its intent to nominate a slate of five (5) nominees for election as directors at the Annual Meeting in opposition to your Board of Directors’ recommended nominees. You may receive solicitation materials from Alta Fox, including proxy statements and gold proxy cards. Hasbro is not responsible for the accuracy or completeness of any information provided by or relating to Alta Fox or its nominees contained in solicitation materials filed or disseminated by or on behalf of Alta Fox or any other statements Alta Fox may make.

Your Board of Directors does not endorse any of the Alta Fox nominees and unanimously recommends that you vote “FOR ALL” the nominees proposed by your Board of Directors on the WHITE proxy card. Your Board strongly urges you to discard and NOT sign or return any gold proxy card sent to you by Alta Fox. Voting to “WITHHOLD” or “ABSTAIN” with respect to any of Alta Fox nominees on any gold proxy card sent to you by Alta Fox is not the same as voting “FOR ALL” your Board’s nominees, because a vote to “WITHHOLD” or “ABSTAIN” with respect to any of Alta Fox’s nominees on its gold proxy card will revoke any previous proxy submitted by you. The only way to support your Board’s director nominees and other voting recommendations is to vote “FOR ALL” your Board’s director nominees and “FOR” the other proposals recommended by your Board. If you have already submitted a gold proxy card, you can revoke that proxy and vote for your Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting by completing, signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting via Internet or telephone by following the instructions on your enclosed WHITE proxy card or WHITE voting instruction form. Only your last dated, validly executed proxy will count, and any proxy may be revoked at any time prior to its exercise at the annual meeting as described in the attached proxy statement.

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Profile of the Board’s Nominees for Director

The Board’s nominees are well-balanced by age, gender and tenure. The Board’s nominees are an experienced, diverse, well-functioning group, with each member contributing and having his or her voice heard while supporting and appropriately challenging management. The Nominating, Governance and Social Responsibility Committee and the Board believe the mix of experience, diversity and perspectives on the Board serves to strengthen management and our Company.

The Board’s nominees for director consist of a strong group of proven leaders and executives with experience across a wide range of industries, including digital gaming, entertainment/ media and consumer products, giving us a diverse set of skills, viewpoints and expertise.

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Hasbro is committed to strong corporate governance, ethical conduct, sustainability and the accountability of the Board and Hasbro’s senior management team to the Company’s shareholders.

Corporate Governance Highlights

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Shareholder Engagement

Hasbro has engaged with numerous shareholders on the Company’s strategy and performance, Environmental, Social and Governance (“ESG”), compensation matters and corporate governance for several years. We do this as part of our commitment to build relationships, be responsive to shareholders and ensure that our actions are informed by the viewpoints of our investors. Our shareholder engagement efforts are conducted year-round.

In addition to discussions just before our annual meeting, we initiate discussions during a quieter period several months before, typically in the fourth quarter, reaching out to our largest shareholders. A Board member, such as the independent chair, or chair of one of the Board committees, will participate in these discussions when requested. The Board is updated on any feedback. Our objectives are to build relationships, demonstrate responsiveness and gain insights into the views of our shareholders around key areas, including ESG, compensation and corporate governance, as well as any other topics or trends shareholders may wish to discuss. We believe that positive, two-way dialogue builds informed relationships that promote transparency and accountability. Management provides written and oral updates on the discussions with shareholders to your Board, which considers shareholder perspectives, as well as the interests of all stakeholders, when overseeing company strategy, formulating governance practices and designing compensation programs.

In 2021, we proactively extended an invitation to our top 25 shareholders (holding in aggregate approximately 58% of our outstanding shares) to meet and we had discussions with those who accepted our invitation. We also spoke with shareholders who reached out to us. This year we covered a variety of topics, with a primary focus on our ESG disclosure, programs and priorities, CEO succession planning, executive compensation, and corporate governance. The meetings with our shareholders were productive, with specific positive comments about our ESG progress, and the addition of an ESG modifier to our compensation program.

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Overview

At Hasbro, we believe strong ESG performance drives long-term value creation for all our stakeholders. Our ESG priorities include climate and sustainability, human rights and ethical sourcing, human capital management and culture, including Diversity, Equity & Inclusion (“DE&I”), and product and content safety.

Building on Our Success and Reaching New Heights

ESG and Purpose are at the center of our Brand Blueprint and drive how we operate the business. We continue to integrate ESG across the business and are proud of our innovative, best-in-class strategic initiatives that uphold our purpose and make a positive impact for all of our stakeholders. Below are some of the achievements from 2021 and recent accolades:

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Governance

The governance of ESG starts with your Board, with specific oversight by the Nominating, Governance, and Social Responsibility Committee of the Board (the “Governance Committee”). ESG topics, including DE&I, climate and human rights, are regular agenda items at the Governance Committee. Additionally, the Audit Committee of the Board oversees SEC and public disclosures in specific areas like conflict minerals, climate risk and enterprise risk. The full Board receives regular updates regarding our ESG progress.

In addition to Board-level governance, our CEO and the senior management team regularly review our ESG performance, progress and opportunities. The Chief Purpose Officer, who reports to the CEO and is a member of senior management, is responsible for setting the strategic direction for our global ESG strategy and performance and ensures the integration of ESG throughout the global organization and supply chain.

ESG Strategic Priorities

Reducing our Carbon Footprint and Setting Science-Based Targets: In 2019, we began a comprehensive measurement of our supply chain footprint, with 100% of our suppliers participating. We are now in the process of setting science-based targets for our greenhouse gas emission reductions with a near-term 2030 goal, based on limiting emissions to keep warming below 1.5°C above pre-industrial levels, and a long-term 2050 goal, based on net-zero emissions across our value chain.

In addition to taking action to reduce our energy consumption and improve energy efficiency, we support initiatives to increase the generation of renewable energy in the marketplace. We continue to meet our renewable energy goal, matching virtually 100 percent (99.6%) of the energy used in our owned and operated facilities with investments in renewable energy. To address the greenhouse gases generated by electricity consumption, we

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purchase Renewable Energy Certificates (RECs), which support the production of renewable energy such as wind, solar, thermal, and similar renewable sources, at levels equal to what we use from the public grid. These RECs are bought in and applied to the markets where the energy is used by our facilities across the globe.

We purchase carbon offsets to address the remaining GHG emissions generated by the use of gas and liquid fuel at our leased and owned facilities, company vehicles, all employee business air travel and the remaining small amount (0.4%) of emissions generated by electricity consumption at our facilities in markets where RECs are not available.

Managing Climate Risk and Resilience and Leveraging the TCFD Framework: Managing the resilience of our business to the risks of climate change, including severe weather events, is also a priority. We are working to further integrate climate risk and resilience into our overall enterprise risk management process, including our plans to use the Task Force on Climate-Related Financial Disclosure (TCFD) framework.

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Key ESG Goals and Initiatives

For a further discussion of our ESG efforts and goals, please see Part I, Item 1, Business, of our Annual Report on Form 10-K or the fiscal year ended December 26, 2021, under the headings “Environment, Social and Governance (ESG) Performance” and “Human Capital Management”. You may also review our CSR report and update contained on our website at https://csr.hasbro.com/en-us/news. The contents of our website are not incorporated by reference into this Proxy Statement.

Proposal 2 — Advisory Vote on Compensation of Named Executive Officers

Our Board of Directors recommends that shareholders vote, on an advisory basis, to approve the compensation paid to our named executive officers (“NEOs”) as described in this Proxy Statement. Detailed information can be found beginning on page 86. Our compensation programs embody a pay-for-performance philosophy that supports our business strategy and closely aligns executive interests with those of our shareholders. Our shareholders supported our Say-on-Pay votes in the last three years, with favorable votes from 96.7%, 94.7% and 81.3% of the shares voted at the 2019, 2020, and 2021 Annual Meetings, respectively. Our average favorable approval of our Say-on-Pay votes over the past five years has been 93.5%. Highlights of our compensation programs for 2021 and our compensation best practices follow.

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Proposal 3 — Ratification of Independent Registered Public Accounting Firm

You are being asked to vote to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal 2022. Detailed information about this proposal can be found beginning on page 87.

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Questions and Answers about the Proxy Materials and the Annual Meeting

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Background to the Solicitation

The summary below details the significant contacts between the Company and Alta Fox. This summary does not purport to catalogue every conversation of or among members of the Board, the Company’s management, the Company’s advisors, representatives of Alta Fox and their advisors relating to the Alta Fox solicitation.

On October 27, 2021, an employee of Alta Fox, an investment firm not previously known by Hasbro to be a shareholder, contacted members of the Hasbro investor relations team to learn more about the Hasbro business.

On November 1, 3 and 17, 2021, Debbie Hancock, Senior Vice President, Investor Relations of Hasbro, and other members of the Hasbro investor relations team had further conversations and communications with Connor Haley, Managing Partner of Alta Fox, and another Alta Fox employee to answer additional questions from Alta Fox about Hasbro’s business, including questions regarding Wizards of the Coast, capital allocation and other financial aspects of the business.

Following those conversations, multiple times during November and early December, Ms. Hancock provided additional responses to questions from an Alta Fox employee via multiple emails.

On December 8, 2021, Ms. Hancock spoke to Mr. Haley at Mr. Haley’s request. During this conversation, Mr. Haley presented a slide deck setting forth Alta Fox’s investment thesis, including, among other things, Alta Fox’s views on the Brand Blueprint strategy and a potential separation of Wizards of the Coast. During this meeting, Mr. Haley requested a meeting with the full Board of Hasbro. Ms. Hancock requested certain information from Alta Fox, including its ownership level as well as a copy of its slide deck, to enable the Board to consider Alta Fox’s proposals. Mr. Haley declined to provide the requested information.

On December 17, 2021, at Mr. Haley’s request, Deborah Thomas, Hasbro’s Executive Vice President and Chief Financial Officer, and Ms. Hancock met virtually with Mr. Haley and other employees of Alta Fox to further discuss Alta Fox’s views. Ms. Thomas and Ms. Hancock agreed to convey Alta Fox’s proposals to the Board for consideration.

Following the December 17, 2021 meeting, the Board was provided with an update of Ms. Thomas’ conversations with Alta Fox. In addition to regular and special meetings of the Board, the Board received regular updates from management regarding engagement with Alta Fox during the months from December leading up to the date of this Proxy Statement.

On December 21, 2021, Ms. Thomas emailed Mr. Haley communicating, among other things, that the Board had been briefed on the December 17, 2021 meeting and welcomed further dialogue between Alta Fox and Hasbro. Ms. Thomas requested, on behalf of the Board, a copy of the slide deck setting forth Alta Fox’s analysis so that it could be reviewed in detail, as well as the size of Alta Fox’s ownership position. Ms. Thomas also requested the contact information of Marcelo Fischer from IDT, an individual Mr. Haley had suggested she speak with to substantiate Alta Fox’s proposals regarding shareholder value creation.

On December 21, 2021, Mr. Haley emailed Ms. Thomas and, among other things, declined to provide Alta Fox’s thesis materials or details on Alta Fox’s ownership stake and noted that he would reach out to Mr. Fischer to see if he would be willing to speak to Ms. Thomas. Mr. Haley also requested a meeting with the Board or a subset thereof before year end to present Alta Fox’s proposals.

Between December 21, 2021 and January 7, 2022, Ms. Thomas and Mr. Haley exchanged emails regarding, among other things, the scheduling of additional meetings between Hasbro and Alta Fox representatives.

On January 5, 2022, following completion of the Board’s CEO succession process, Hasbro announced the appointment of Chris Cocks as the Company’s Chief Executive Officer and the election of Mr. Cocks to the Company’s Board, both effective February 25, 2022. At that time, Mr. Cocks served as President and Chief Operating Officer of the Wizards and Digital Gaming segment (the “Wizards Segment”), a role held since 2021, and prior to that, President of Hasbro’s Wizards of the Coast since 2016, when he joined Hasbro from Microsoft.

On January 7, 2022, Mr. Stoddart, then interim Chief Executive Officer and a Director (now Chair of the Board), Ms. Thomas and Ms. Hancock met virtually with Mr. Haley, during which time Mr. Haley and other Alta Fox employees elaborated on Alta Fox’s views previously articulated during the December 17, 2021 meeting and also

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indicated that Alta Fox had a plan for Board changes though no nominees were identified. Mr. Stoddart, Ms. Thomas and Ms. Hancock agreed to convey Alta Fox’s views to the Board for consideration. Mr. Stoddart requested, on behalf of the Board, Alta Fox’s analysis so that it could be reviewed in detail with the Board, as well as the size of Alta Fox’s ownership position. Mr. Haley declined to provide the requested information.

Following the January 7^th meeting, on January 7, 2022, Alta Fox emailed Mr. Stoddart and Ms. Thomas requesting that by January 14^th Hasbro indicate whether it was prepared to enter into an agreement with Alta Fox to refresh the Board and pursue a spin-off of Wizards of the Coast. Alta Fox again did not provide any details on the identities or number of its potential nominees to the Board.

On January 10, 2022, members of the Board convened, in executive session and with members of management and the Company’s advisors, to further review and consider Alta Fox’s proposals, requests and analysis.

On January 12, 2022, Ms. Thomas emailed Mr. Haley to convey the Board’s offer of an additional conversation with Alta Fox that would include prior Hasbro attendees as well as board members Michael Burns and Hope Cochran. Ms. Thomas also again requested a copy of Alta Fox’s presentation deck but Alta Fox declined to provide it.

On January 20, 2022, Mr. Stoddart, Ms. Cochran, Mr. Burns, Ms. Thomas and Ms. Hancock met virtually with Mr. Haley and other representatives of Alta Fox to further discuss Alta Fox’s views on a variety of topics, including, among other things, a separation of the Wizards of the Coast business, capital allocation, board composition, Hasbro’s Brand Blueprint strategy, and the performance of the Company and its historical acquisitions.

On January 21, 2022, Ms. Thomas emailed Mr. Haley to request disclosure of the identities of the candidates that Alta Fox indicated could be additive to the Hasbro Board, so that the Board could properly evaluate their experience, qualifications and skillsets consistent with the Board’s customary approach to evaluating potential Board members.

On January 21, 2022, the Board convened, in executive session and with members of management and the Company’s advisors, to receive an update on discussions with Alta Fox and to further review and consider Alta Fox’s proposals and requests.

On January 24, 2022, Mr. Haley emailed Ms. Thomas stating that disclosure of the identities of the individuals Alta Fox would want to add to the Board would only be made through a nomination notice or in the context of a negotiated cooperation framework.

On January 27, 2022, Ms. Thomas emailed Mr. Haley to emphasize Hasbro’s belief in the value of engagement with all of its shareholders, including Alta Fox, and the Board’s commitment to regularly evaluate all options and ideas that could have the potential to drive long-term value creation. Ms. Thomas further noted that Alta Fox had thus far declined to provide relevant information to Hasbro, notwithstanding Hasbro’s request for such information numerous times—namely, Alta Fox’s thesis materials, the size of its investment in Hasbro and the names (and number) of its board candidates—and conveyed Hasbro’s belief that Mr. Haley was asking for an agreement to Alta Fox’s proposals without providing basic information necessary to evaluate these proposals. Ms. Thomas also reiterated Hasbro’s openness to continuing a dialogue with Alta Fox.

On January 30, 2022, Mr. Haley emailed Ms. Thomas noting, among other things, that Alta Fox had screenshared its thesis materials during discussions with Hasbro’s investor relations team, senior management and board members, and Alta Fox had said things that would permit Hasbro to infer Alta Fox’s approximate ownership in Hasbro. Mr. Haley also reiterated and provided commentary on Alta Fox’s various criticisms of Hasbro, embedding within the email screen shots of select slides from Alta Fox’s presentation, and newly requested that Hasbro enter into a negotiated cooperation framework to pursue a spin-off of Wizards and reconstitute the Board and its committees. However, Mr. Haley still declined to provide the identities of, or number of, or any specific information on, the candidates Alta Fox proposed to appoint to the Board.

On February 2, 2022, the Board, together with management and with the assistance and advice of Hasbro’s outside financial and legal advisors, engaged in a detailed review of Hasbro’s strategy and portfolio of assets. Following such review, Ms. Thomas emailed Mr. Haley reaffirming Hasbro’s belief in the value of Wizards of the Coast as part of Hasbro and the significant strategic and financial benefits from the Brand Blueprint, noting that Chris Cocks would bring a fresh perspective on these matters as Hasbro’s new Chief Executive Officer, effective February 25, 2022.

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In the February 2, 2022 email, Ms. Thomas again highlighted Hasbro’s view that developing a cooperation agreement between lawyers to add new members to the Board who remained unidentified was not a practical way of proceeding. Ms. Thomas again invited Mr. Haley to submit Alta Fox’s board candidates as well as any proposed draft cooperation agreement to Hasbro for the Board’s consideration. Mr. Haley did not respond.

Two weeks later, on February 16, 2022, Alta Fox delivered a letter to Tarrant Sibley, Hasbro’s Executive Vice President, Chief Legal Officer and Corporate Secretary, informing Hasbro for the first time that Alta Fox intended to nominate a slate of five (5) alternative nominees (the “Alta Fox Nominees”) for election as directors to the Board at the 2022 Annual Meeting of Shareholders in opposition to the nominees recommended by the Board, and, on the following day, issued a press release to such effect and published its thesis materials.

On February 23, 2022, the Nominating, Governance and Social Responsibility Committee and the Board met and discussed the Board’s ongoing refreshment process as well as the biographies of the Alta Fox Nominees that were included in Alta Fox’s notice of nomination. The Board, in executive session and with members of management and the Company’s advisors, also further reviewed and considered Alta Fox’s proposals, requests and analysis as set forth in materials relating to the public announcement of its campaign.

On February 25, 2022, Mr. Haley emailed Mr. Cocks congratulating Mr. Cocks on his starting as Hasbro’s CEO, commenting on Mr. Cocks’ accomplishments as President and Chief Operating Officer of Wizards and on Alta Fox’s solicitations and prior engagement with Hasbro and requesting a meeting between Mr. Cocks and Mr. Haley.

On February 28, 2022, Mr. Cocks emailed Mr. Haley indicating his willingness to speak with Mr. Haley and conveying the Board’s desire to schedule interviews with each of the Alta Fox Nominees.

On February 28, 2022, Mr. Haley emailed Mr. Cocks indicating Alta Fox would not consider Hasbro’s request to interview the Alta Fox Nominees unless Hasbro and Alta Fox first agreed to a settlement framework.

On March 1, 2022, a representative of Olshan Frome Wolosky LLP (“Olshan”) sent Mr. Sibley a demand letter from Alta Fox requesting that Alta Fox be provided certain information regarding the Company’s shareholder base and the Company’s by-laws.

On March 5, 2022, a representative of Cravath, Swaine & Moore LLP (“Cravath”) responded to Alta Fox’s demand letter by providing a draft confidentiality agreement to Olshan to facilitate the provision of the pertinent information to Alta Fox. From this time through March 7, 2022, representatives of Cravath and Olshan negotiated the terms of the confidentiality agreement. Following the execution thereof and the reimbursement for its related expenses, Hasbro provided the pertinent information to Alta Fox.

On March 9, 2022, a representative of Olshan contacted a representative of Cravath noting, among other things, that Alta Fox intended to file its preliminary proxy statement on March 14, 2022 and that discussions between Hasbro and Alta Fox prior to such filing could avoid an escalation of the tone of the dialogue.

On March 10, 2022, a representative of Cravath informed a representative of Olshan that the possibility of additional discussions would be raised with the Board at a regularly scheduled meeting on March 14, 2022.

On March 14, 2022, a representative of Cravath informed a representative of Olshan that the Board had authorized representatives of Centerview Partners LLC (“Centerview”) and J.P. Morgan Securities LLC (“J.P. Morgan”) to reach out to Mr. Haley to discuss Alta Fox’s solicitation.

On March 14, 2022, representatives of Centerview, J.P. Morgan and Cravath (together, the “Hasbro Advisors”) met virtually with Mr. Haley, additional employees of Alta Fox and a representative of Olshan. During this conversation, representatives of Centerview and J.P. Morgan conveyed the willingness of the Board to engage with Alta Fox regarding a potential settlement and indicated that the Board had been in the process of discussing the addition to the Board of a highly qualified director candidate identified by Hasbro. In response, Mr. Haley stated that Alta Fox would not accept any settlement that did not involve at least two Alta Fox Nominees being appointed to the Board, and proposed a settlement offer consisting of two unspecified Alta Fox Nominees being added to the Board, plus the creation of a Board strategy and capital allocation committee. Mr. Haley also indicated that, notwithstanding Alta Fox’s prior position not to permit the Board to interview any of the Alta Fox Nominees until a settlement framework was agreed, Alta Fox would permit the Board to interview two of the Alta Fox Nominees in the context of potentially adding such individuals to the Board.

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On March 15, 2022, the Hasbro Advisors contacted Mr. Haley and a representative of Olshan re-conveying the Board’s invitation to interview all five Alta Fox Nominees, but indicating that, if Alta Fox would not permit such interviews, the Board would welcome the opportunity to interview, as soon as practicable, the two Alta Fox Nominees that Alta Fox believed were most qualified to serve on the Board. Representatives of Centerview and J.P. Morgan indicated that such interviews would be a key input to the Board’s consideration of Alta Fox’s settlement proposal, confirmed that such individuals would be evaluated by the Nominating, Governance and Social Responsibility Committee and the Board in accordance with Hasbro’s standard evaluation processes for director candidates, and conveyed Hasbro’s expected timing for the Annual Meeting and the filing of its preliminary proxy statement. In response, Mr. Haley indicated that Alta Fox would consider Hasbro’s interview invitation, requested to meet and/or receive information about any director candidate proposed by Hasbro and requested a one-on-one meeting between Mr. Haley and Mr. Cocks.

Following the March 15^th discussion, on that same day, a representative of Olshan contacted the Hasbro Advisors indicating that Alta Fox would permit Hasbro to interview two Alta Fox Nominees – Matthew Calkins and Marcelo Fischer.

Between March 18, 2022 and March 22, 2022, Messrs. Calkins and Fischer had multiple interviews with Board members Hope Cochran, Chris Cocks, Edward Philip and Rich Stoddart.

In addition, during the weeks of March 13, 20, and 27, 2022, as part of the Board’s ongoing refreshment process and in line with shareholder feedback, members of the Board had multiple conversations and interviews with several highly qualified independent director candidates identified by Hasbro.

On March 22, 2022, a representative of Olshan sent the Hasbro Advisors a draft term sheet outlining the terms of Alta Fox’s revised settlement proposal. Such terms included, among others, (i) the appointment of Messrs. Calkins and Fischer, plus an additional director subject to Alta Fox’s consideration and approval, to the Board, and the nomination of such individuals for election as directors at the Annual Meeting; (ii) two current directors identified by the Company not standing for reelection at the Annual Meeting; (iii) the formation of a new Capital Allocation and Strategy Committee to which Messrs. Calkins and Fischer would be appointed, which committee would study, among other things, a complete or partial spin-off of the Wizards of the Coast; (iv) the appointment of Mr. Fischer to the Compensation Committee, which would undertake a study (with input from third-party advisors) regarding, among other things, the Company’s executive compensation policies; and (v) the appointment of Mr. Calkins to the Nominating, Governance and Social Responsibility Committee.

On March 22, 2022, Mr. Haley emailed Mr. Cocks providing his perspective on the March 22^nd Alta Fox proposal and offering a conversation between Mr. Haley and Mr. Cocks.

On March 22 and 24, 2022, the Nominating, Governance and Social Responsibility Committee and the Board, in executive session and with members of management and the Company’s advisors, met and discussed the status of the Alta Fox matter and the terms of the March 22^nd Alta Fox proposal, as well as further considered the composition of the current Board, the Alta Fox Nominees and other potential candidates identified by Hasbro, including Elizabeth Hamren and Blake Jorgensen (the “Independent Candidates”), in light of the Company’s criteria for nominations of directors to the Board.

As part of this review, the Nominating, Governance and Social Responsibility Committee and the Board considered:

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Following its review and evaluation, the Nominating, Governance and Social Responsibility Committee and the Board determined not to recommend Messrs. Calkins or Fischer (whom the Board had had a chance to interview) or any of the other Alta Fox Nominees (whom had not been made available to be interviewed by the Board) and to instead recommend the Company’s existing directors and to move forward with the selection of two additional candidates as nominees for the 2022 Annual Meeting.

On March 24 and 25, 2022, the Hasbro Advisors and a representative of Olshan engaged in multiple discussions regarding the terms of a potential settlement between the Company and Alta Fox. The Company’s initial proposal consisted of the addition of an independent director mutually determined by Alta Fox and Hasbro to the Board and an agreement by Hasbro that following any settlement, (i) Chris Cocks would meet with Alta Fox at regular intervals to hear their suggestions on value creation and (ii) financial disclosure regarding the Wizards of the Coast division would be enhanced by separately disclosing revenue from Magic: The Gathering and analog versus digital revenue. A representative of Olshan rejected this offer as a “nonstarter”, stating that Alta Fox would not consider any proposal that did not include an Alta Fox Nominee to the Board and the creation of a Board strategy and capital allocation committee (the “Alta Fox bright line”).

Following further discussions, on March 25, 2022, the Hasbro Advisors presented to a representative of Olshan the Company’s revised proposal, which consisted of the addition of two independent directors mutually determined by Alta Fox and Hasbro to the Board and the other elements of the Company’s initial proposal. Representatives of Centerview and J.P. Morgan indicated that the Company had identified two director candidates that would bring highly relevant skills and experience to the Board and that fully met the criteria for director candidates identified by Alta Fox and Hasbro’s other shareholders. Representatives of Centerview and J.P. Morgan offered to share high-level biographical information on each candidate for Alta Fox’s consideration.

A representative of Olshan declined this offer, reiterated the Alta Fox bright line and stated that Alta Fox would not provide any further counter-proposals and would not engage in any further settlement discussions, despite representatives of Centerview and J.P. Morgan expressing openness to continuing the dialogue.

On March 27, 2022, following outreach by Mr. Cocks, Mr. Haley spoke to Mr. Cocks, during which discussion Mr. Haley reiterated the Alta Fox bright line. In response, Mr. Cocks communicated Hasbro’s interest in reaching an agreement with Alta Fox and willingness to consider alternative settlement proposals from Alta Fox. However, Mr. Cocks also indicated that the Board was willing to nominate only the most qualified director candidates who were perceived to have the skillset, experience and track record most likely to positively impact Hasbro’s operations and ability to create value for Hasbro shareholders.

On April 1, 2022, following further consideration of Ms. Hamren’s and Mr. Jorgensen’s senior executive experience and significant expertise in gaming, technology, operations and capital allocation, and based upon the Company’s criteria for nominations of directors to the Board and the unanimous recommendation of the Nominating, Governance and Social Responsibility Committee, the Board unanimously determined (i) to increase the size of the Board to thirteen (13) directors, effective immediately, and appoint Ms. Hamren and Mr. Jorgensen to the Board, (ii) to nominate Kenneth A. Bronfin, Michael R. Burns, Hope F. Cochran, Christian P. Cocks, Lisa Gersh, Elizabeth Hamren, Blake Jorgensen, Tracy A. Leinbach, Edward M. Philip, Laurel J. Richie, Richard S. Stoddart, Mary Beth West, Linda Zecher Higgins to serve until the 2023 Annual Meeting and not to nominate any of the Alta Fox Nominees to be included in the Board’s slate of director nominees for the 2022 Annual Meeting and (iii) following the Annual Meeting, to decrease the size of the Board within the next 12 to 24 months.

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Election of Directors (Proposal 1)

The Board has set the number of directors at thirteen (13), and you will be asked to elect thirteen (13) directors at the Annual Meeting. All of the directors elected at the Annual Meeting will serve until the 2023 Annual Meeting of Shareholders (the “2023 Meeting”), and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Shareholders cannot vote “FOR” more than thirteen (13) directors at the Annual Meeting.

As described below, 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 Company’s business, business ethics and professional reputation, other board service, business, financial and strategic judgment, the Board’s and the Company’s needs at that time and the desire to have a well-balanced Board that represents a diverse mix of backgrounds, perspectives and expertise.

As described above under “Background to the Solicitation”, based upon the Company’s criteria for nominations of directors to the Board and the unanimous recommendation of the Nominating, Governance and Social Responsibility Committee, the Board unanimously determined to nominate Kenneth A. Bronfin, Michael R. Burns, Hope F. Cochran, Christian P. Cocks, Lisa Gersh, Elizabeth Hamren, Blake Jorgensen, Tracy A. Leinbach, Edward M. Philip, Laurel J. Richie, Richard S. Stoddart, Mary Beth West, and Linda Zecher Higgins to serve until the 2023 Annual Meeting and not to nominate any of the Alta Fox Nominees to be included in the Board’s slate of director nominees for the 2022 Annual Meeting.

As described previously, Alta Fox has notified Hasbro of its intent to nominate a slate of five (5) alternative nominees for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board. As a result, assuming such nominees are in fact proposed for election at the Annual Meeting and such nominations have not been withdrawn by Alta Fox on or prior to the tenth day before we mail the Notice of Annual Meeting accompanying this Proxy Statement, the election of directors will be considered a contested election and, as provided under Article II, Section 2.6 of Hasbro’s Amended and Restated By-laws, as amended, directors will be elected on a plurality basis. This means that the thirteen (13) director nominees receiving the greatest number of votes cast “FOR” their election will be elected. “ABSTAIN” or “WITHHOLD” votes will be counted for purposes of determining if there is a quorum at the Annual Meeting for this vote, but will not be counted as votes cast and will result in the applicable nominee(s) receiving fewer votes cast “FOR” such nominee(s).

Your Board does not endorse any of the Alta Fox nominees and unanimously recommends that you disregard and NOT sign or return any gold proxy card that may be sent to you by Alta Fox. Voting to “WITHHOLD” or “ABSTAIN” with respect to any of Alta Fox nominees on its gold proxy card is not the same as voting “FOR ALL” your Board’s nominees, because a vote to “WITHHOLD” or “ABSTAIN” with respect to any of Alta Fox’s nominees on its gold proxy card will revoke any previous proxy submitted by you. The only way to support your Board’s nominees is to vote “FOR” your Board’s nominees on the WHITE proxy card. If you have already voted using a gold proxy card sent to you by Alta Fox, you have every right to change it and we strongly urge you to revoke that proxy by voting in favor of your Board’s nominees by using the WHITE proxy card to vote by telephone or by Internet or by completing, signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Only the latest dated, validly executed proxy that you submit will be counted — any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can I revoke my proxy or change my vote once I vote by mail, by telephone or over the Internet?” on page 4. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated, toll-free at 1 (877) 825-8971 or Morrow Sodali LLC at 1 (800) 662-5200.

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In the event that Alta Fox withdraws its nominees on or prior to the tenth day before we mail the Notice of Annual Meeting accompanying this Proxy Statement, we will disclose such withdrawal to our stockholders and, as provided under Article II, Section 2.6 of Hasbro’s Amended and Restated By-laws, as amended, the affirmative vote of a majority of votes cast with respect to each director nominee will be required for the nominee to be elected. A majority of votes cast means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee. Abstentions will not be counted as votes cast either for or against the nominees.

If you submit a validly executed WHITE proxy card but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., “FOR ALL” the thirteen (13) nominees proposed by your Board and named in this proxy statement. Should any of your Board’s nominees be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies named on the WHITE proxy card may vote for a replacement nominee recommended by the Board of Directors, or the Board may reduce the number of directors to be elected at the Annual Meeting. At this time, the Board knows of no reason why any of the Board’s nominees would not be able to serve as a director if elected.

Election 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 Company’s business, business ethics and professional reputation, other board service, business, financial and strategic judgment, the Board’s and the Company’s needs at that time, and the desire to have a well-balanced Board that represents a diverse mix of backgrounds, perspectives and expertise. Each of the Board nominees for election to the Board at the Annual 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 Board 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 Board nominees for election to the Board and explains what we mean when referring to experience. Further information on each nominee’s qualifications is provided below in the individual biographies. In addition to the skills listed below, our nominees for election as directors each have experience with oversight of risk management, as described below under “Role of the Board in Risk Oversight.”

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Bronfin

Burns

Cochran

Cocks

Gersh

Hamren

Jorgensen

Leinbach

Philip

Richie

Stoddart

West

Zecher Higgins

Senior Management

Directors with CEO or senior management experience bring leadership qualifications and skills that help the Board capably advise, support and oversee our management team.

Global Business

We benefit from directors having experience as a senior leader in a large organization with international operations. International exposure yields an understanding of diverse business environments, economic conditions and cultural perspectives that informs our global business and strategy and enhances oversight of our multinational operations.

Strategic Planning

Directors with board and management experience, particularly in industries in which we operate, provide vision and insights to effectively set and plan strategy for the business.

Digital Gaming/Digital Products

Directors with experience or insights in digital gaming development and licensing as well as digital media, content and products adds to a greater understanding of the activation of our Brand Blueprint.

Consumer Products

Directors with experience in the design, development, marketing and sale of consumer products, as well as consumer insights, together with the interplay of consumer products with digital gaming and entertainment are important components to the success of the Brand Blueprint.

Entertainment

Directors with experience or insights in the licensing, production and distribution of entertainment, and an understanding of how the entertainment can drive other aspects of our business, such as consumer products and digital gaming, is a key part to the success of our Brand Blueprint.

IT/Technology

Technology experience helps the Board oversee cybersecurity and advise our management team as we seek to enhance the consumer experience and further develop our Brand Blueprint strategy.

Sales and Marketing

We have an iconic and global portfolio brands with vast IP potential. As we look to capture the full value of our IP through our Brand Blueprint, directors with relevant experience in sales, marketing or brand management provide important insights to the Board.

Human Capital Management

Our people are among our most important assets, and we believe the successful development and retention of our employees is critical to our success. As such, we benefit from having directors with a deep understanding of human capital management obtained from experience as a senior leader in a large organization.   We also understand that a culture rich in diversity is key to our business success, as it allows us to better understand the business opportunities in various markets around the world and develop products that resonate with consumers in diverse cultures. Diverse directors representing a range of perspectives expands the Board’s understanding of the needs and viewpoints of consumers, employees and other stakeholders worldwide.

ESG

We recognize our responsibility to be a global, corporate citizen and positive environmental steward, which is a priority for the entire organization. Our directors are committed to our sustainability initiatives designed to achieve long-term stockholder value through a responsible, sustainable business model.

Finance/Accounting

We seek directors with strong financial acumen. Financial expertise assists the Board in overseeing our financial statements, capital structure and internal controls.

Corporate Governance

We seek directors with strong understanding of corporate governance for public companies.

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Board Diversity Matrix as of April 4, 2022

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Nominees for Election as Directors

The following sets forth certain biographical information regarding each of the Board’s director nominees as of April 4, 2022, as well as particular experience, qualifications, attributes or skills (beyond those indicated in the preceding chart), which led the Company’s Board to conclude that the nominee should serve as a director of the Company. Except as otherwise indicated, each person has had the same principal occupation or employment during the past five years.

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Our Board of Directors has five standing committees:

The members of each of our required committees, namely Audit, Compensation and Nominating, Governance and Social Responsibility, are all independent directors, as defined by the rules of The NASDAQ Stock Market (“Nasdaq”) and our Standards for Director Independence (“Independence Standards”). Additionally, all members of our Audit Committee meet the additional SEC and Nasdaq independence and experience requirements applicable specifically to audit committee members, and all members of our Compensation Committee satisfy the additional Nasdaq independence requirements specifically applicable to compensation committee members. The Chair of each committee regularly reports to the Board of Directors on committee deliberations and decisions. Each committee’s charter is posted on our website at https://hasbro.gcs-web.com/corporate-governance. The contents of our website are not incorporated by reference into this Proxy Statement.

The principal functions of each committee, together with the committee composition and number of meetings held in 2021, are set forth in the table below.

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The Board of Directors is actively involved in risk oversight for the Company. Although the Board as a whole has retained oversight over the Company’s risk assessment and risk management efforts, the efforts of the various committees of the Board are instrumental in this process. Each committee, generally through its Chair, regularly reports back to the full Board on the conduct of the committee’s functions. The Board, as well as the individual Board committees, also regularly speaks directly with key officers and employees of the Company involved in risk assessment and risk management.

Set forth below is a description of the role of the various Board committees, and the full Board, in risk oversight for the Company.

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The following table sets forth information concerning compensation of the Company’s directors for fiscal 2021. Mr. Goldner, the Company’s former Chair and Chief Executive Officer, and Mr. Stoddart, the Company’s interim CEO from October 2021 to February 2022, served on the Board during fiscal 2021. However, neither Mr. Goldner nor Mr. Stoddart received any compensation for their Board service in fiscal 2021 while performing duties as officers of the Company. Mr. Stoddart’s compensation for services as a director are included in the amounts shown in the “Summary Compensation Table” under the “Executive Compensation” section below.