In our view, having the same private family company culture behind a new CEO will not allow the necessary improvements to be made at Hasbro. In stark contrast, we believe our Nominees have the requisite independence and experience to help ensure Mr. Cocks succeeds in his new role.

WE BELIEVE QUALIFIED, SHAREHOLDER-DESIGNATED DIRECTORS
CAN HELP REPAIR HASBRO

In our view, shareholder-driven change is urgently needed in the boardroom to turn around Hasbro's long-term underperformance and private family company culture. We believe our three highly qualified, independent Nominees collectively possess the right corporate governance expertise, retail and consumer experience, strategic planning and transformation backgrounds and transaction skills to help drive improvements at Hasbro at this critical juncture. Our Nominees are:

Marcelo Fischer

Marcelo Fischer possesses strong experience in the areas of capital allocation, corporate finance, strategic transactions and the consumer and technology sectors. He is currently the Chief Financial Officer of IDT Corporation (“IDT”) (NYSE: IDT), a multinational provider of cloud communications and financial services, and has also served as the Chief Financial Officer of IDT Telecom since June 2007. At IDT, Mr. Fischer continues to play a key role in unlocking shareholder value through several successful spinoffs. Mr. Fischer also held a number of other roles during his tenure at IDT, including Senior Vice President–Finance (IDT’s principal financial officer position) from October 2011 to June 2019, as well as Senior Vice President of Finance, Chief Financial Officer and Treasurer, Controller and as Chief Accounting Officer. Prior to IDT, Mr. Fischer was the Corporate Controller of Viatel, Inc. (formerly NASDAQ: VYTL), a telecommunications company. Earlier in his career, Mr. Fischer served as Controller of the Consumer International Division of Revlon, Inc (NYSE: REV), a cosmetics company, held various finance and accounting positions at Colgate-Palmolive Company (NYSE: CL), a consumer products company, and served as an Auditor at Deloitte Touche Tohmatsu Limited, a professional services firm. Mr. Fischer is a Certified Public Accountant (inactive). Mr. Fischer received a B.A. in Economics from the University of Maryland and an M.B.A. in Finance from the New York University Stern School of Business.

Rani Hublou

Rani Hublou is a proven corporate leader with a strong background in strategic planning, product innovation and marketing. She is currently a Principal at Incline Strategies, LLC. Her prior leadership roles include serving as Chief Marketing Officer of 8x8, Inc. (NASDAQ: EGHT), Chief Product Officer at Comprehend Systems, Inc., Chief Marketing Officer and Sales Executive at PSS Systems, Inc. (acquired by International Business Machines (NASDAQ: IBM)), and Senior Vice President of Product and Solution Marketing at BEA Systems, Inc. (formerly, NASDAQ: BEAS, acquired by Oracle Corporation (NYSE: ORCL)). She was previously an Associate at McKinsey & Company, Inc., a leading management consulting firm. Ms. Hublou has been a member of the board of directors of Tecsys Inc. (TSX: TCS), a software company, since 2020. She received an M.S. and a B.S. in Industrial Engineering from Stanford University.

Carolyn Johnson

Carolyn Johnson has a valuable background in corporate governance, consumer engagement, organizational transformations and strategic planning. Most recently, Ms. Johnson was the Chief Transformation Officer of American International Group, Inc. (NYSE: AIG), an international insurance organization. Previously, she held the position of Chief Executive Officer of Annuities and Individual Life at Voya Financial, Inc. (NYSE: VOYA), an insurance company. She previously served on the boards of directors of Majesco, LLC (formerly NASDAQ: MJCO) and the Secure Retirement Institute and Insured Retirement Institute. She received a B.S. in Business Administration with a focus in Finance from California State University, Los Angeles and completed the Finance for Senior Executives course at Harvard Business School.

Conclusion:

With a reconstituted Board and properly incentivized management team, we see a clear path for significantly increasing the value of Hasbro and enabling the Company to rebuild trust with all its stakeholders. We believe that an adequately refreshed Board can unlock superior value for all stakeholders by:

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board is currently composed of thirteen directors, each with a term expiring at the 2022 Annual Meeting. Alta Fox Opportunities has nominated three independent, highly-qualified Nominees for election to the Board to replace three incumbent directors. If all three Nominees are elected, they will still represent a minority of the members of the Board and there can be no guarantee that the Nominees will be able to implement the actions that they believe are necessary to unlock shareholder value. However, we believe the election of our Nominees is an important step in the right direction for igniting the Company’s otherwise stagnant performance. There is no assurance that any incumbent director will serve as a director if our Nominees are elected to the Board.

This Proxy Statement is soliciting proxies to elect not only our three Nominees, but also the candidates who have been nominated by the Company other than Richard S. Stoddart, Edward M. Philip, and Lisa Gersh. This gives shareholders who wish to vote for our Nominees the ability to vote for a full slate of thirteen nominees in total. The names, backgrounds and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s proxy statement.

THE NOMINEES

The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of each of the Nominees. The nominations were made in a timely manner and in compliance with the applicable provisions of the Company’s governing instruments. The specific experience, qualifications, attributes and skills that led us to conclude that the Nominees should serve as directors of the Company are set forth above in the section entitled “Reasons for the Solicitation” and below. This information has been furnished to us by the Nominees. All of the Nominees are citizens of the United States. Marcelo Fischer is also a citizen of Brazil.

Marcelo Fischer, age 54, is the Chief Financial Officer of IDT Corporation (“IDT”) (NYSE: IDT), a multinational provider of cloud communications and financial services, since June 2019, and has also served as the Chief Financial Officer of IDT Telecom, since June 2007. At IDT, Mr. Fischer continues to play a key role in unlocking shareholder value through several successful spinoffs. Mr. Fischer also held a number of other roles during his tenure at IDT, including Senior Vice President–Finance (IDT’s principal financial officer position) from October 2011 to June 2019, as well as Senior Vice President of Finance, Chief Financial Officer and Treasurer, Controller and as Chief Accounting Officer. Prior to IDT, Mr. Fischer was the Corporate Controller of Viatel, Inc. (formerly NASDAQ: VYTL), a telecommunications company. Earlier in his career, Mr. Fischer served as Controller of the Consumer International Division of Revlon, Inc (NYSE: REV), a cosmetics company, held various finance and accounting positions at Colgate-Palmolive Company (NYSE: CL), a consumer products company, and served as an Auditor at Deloitte Touche Tohmatsu Limited, a professional services firm. Mr. Fischer is a Certified Public Accountant (inactive). Mr. Fischer received a B.A. in Economics from the University of Maryland and an M.B.A. in Finance from the New York University Stern School of Business.

We believe that Mr. Fischer’s service in executive leadership positions, deep accounting and financial expertise and unique spin-off execution experience, would make him a valuable addition to the Board.

Rani Hublou, age 57, is a Principal at Incline Strategies, LLC, a management consulting firm, since 2004. Ms. Hublou served as Chief Marketing Officer of 8x8, Inc. (NASDAQ: EGHT), a software service provider, from May 2017 to February 2019, Chief Product Officer at Comprehend Systems, Inc., a software service provider, from 2014 to May 2017, Chief Marketing Officer and Sales Executive at PSS Systems, Inc. (acquired by International Business Machines (NASDAQ: IBM)), a software company, from 2008 to 2014, and also previously served as Senior Vice President of Product and Solution Marketing at BEA Systems, Inc. (formerly, NASDAQ: BEAS, acquired by Oracle Corporation (NYSE: ORCL)), a software company, Chief Product and Marketing Officer at BroadVision Inc. (formerly, NASDAQ: BVSN), a software company, Co-Founder and Chief Product and Chief Marketing Officer at Icarian Inc. (acquired by Workstream Inc.), a software service provider, and as an Associate at McKinsey & Company, Inc., a management consulting firm. Ms. Hublou is a member of the board of directors of Tecsys Inc. (OTCMKTS: TCYSF), a software company, since September 2020. Ms. Hublou previously served as a member of the board of directors of PIVOTAL, a nonprofit dedicated to improving educational and life outcomes for foster youth. Ms. Hublou received an M.S. and a B.S. in Industrial Engineering from Stanford University.

We believe that Ms. Hublou’s extensive experience serving in executive leadership positions, coupled with her management consulting, product and marketing expertise, makes her well qualified to serve on the Board.

Carolyn Johnson, age 61, has been performing consulting and advisory work since January 2020. From May 2019 to January 2020, Ms. Johnson was the Chief Transformation Officer of American International Group, Inc. (NYSE: AIG), an international insurance organization. Previously, Ms. Johnson held the position of Chief Executive Officer of Annuities and Individual Life at Voya Financial, Inc. (NYSE: VOYA), an insurance company, from September 2016 to April 2019 and President of Annuities and Tax Exempt Retirement Businesses, from 2014 to 2016. Prior to that, Ms. Johnson served as Executive Vice President and Chief Operating Officer of Protective Life Corporation (“Protective”), a company specializing in life and specialty insurance and investment products. Earlier in her career, Ms. Johnson held leadership roles in business, operations and marketing with Bankers Life & Casualty Co. and several Transamerica/AEGON subsidiaries, including Western Reserve Life Assurance Co. of Ohio, Transamerica Occidental Life, Idex Investor Services, Inc., and Aegon Alliances, Inc. Ms. Johnson has been a member of the board of directors of Kuvare Insurance Services LLC, an insurance and reinsurance platform, since June 2021. Ms. Johnson previously served on the board of directors of Majesco, LLC (formerly NASDAQ: MJCO), an insurance software company, from September 2019 to September 2020, as well as the Secure Retirement Institute and Insured Retirement Institute. Ms. Johnson was the Vice Chair of the Secure Retirement Institute and the Vice Chair of the Financial Literacy Committee. She also served on the American Council of Life Insurers CEO Steering Committee on Consumer Issues. Ms. Johnson was previously also a member of the boards of directors of The Mark Twain House & Museum, a literary museum, Secure Retirement Institute, a retirement education organization, Insured Retirement Institute, the leading association for the supply chain of insured retirement strategies, the Alabama Chapter of the American Red Cross, a non-profit humanitarian organization, Leadership Alabama, a networking organization, Birmingham Civil Rights Institute, a cultural and educational research center, and LL Global, a nonprofit civic organization. Ms. Johnson received a B.S. in Business Administration with a focus in Finance from California State University, Los Angeles and completed the Finance for Senior Executives course at Harvard Business School.

We believe that Ms. Johnson’s extensive experience serving in various executive positions and on public and private boards of directors, coupled with her insurance expertise, makes her well qualified to serve on the Board.

The principal business address of Mr. Fischer is 520 Broad Street, Newark, NJ 07102. The principal business address of Ms. Hublou is 107 Kennedy Ct., Los Gatos, CA 95032. The principal business address of Ms. Johnson is 3857 Tayside Ct., Timnath, CO 80547.

As of the date hereof, Mr. Fischer directly beneficially owns 5,327 shares of Common Stock, Ms. Johnson directly beneficially owns 500 shares of Common Stock and Ms. Hublou directly beneficially owns 100 shares of Common Stock. The shares of Common Stock purchased by Mr. Fischer and Mmes. Hublou and Johnson were purchased with personal funds. For information regarding transactions in securities of the Company during the past two years by the Nominees, please see Schedule I.

Alta Fox believes that each Nominee presently is, and if elected as a director of the Company, each of the Nominees would qualify as, an “independent director” within the meaning of (i) applicable NASDAQ listing standards applicable to board composition, including Rule 5605(a)(2), and (ii) Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the foregoing, no director of a NASDAQ-listed company qualifies as “independent” under the NASDAQ listing standards unless the board of directors of such company affirmatively determines that such director is independent under such standards. Accordingly, if the Nominees are elected, the determination of each Nominee’s independence under the NASDAQ listing standards ultimately rests with the judgment and discretion of the Board. No Nominee is a member of the Company’s compensation, nominating or audit committee that is not independent under any such committee’s applicable independence standards.

The Participants have entered into a Group Agreement (the “Group Agreement”) pursuant to which, among other things, the parties agreed (a) to solicit proxies for the election of the Nominees at the 2022 Annual Meeting, (b) to provide notice to Alta Fox Opportunities’ counsel within 24 hours of any purchases or sales of securities of the Company by such parties or increases or decreases of such parties’ beneficial ownership of securities of the Company, and (c) that Alta Fox would bear all expenses incurred in connection with the Participants’ activities, including approved expenses incurred by any of the parties in connection with the Solicitation (as defined below).

Alta Fox Capital has entered into letter agreements (the “Indemnification Agreements”) with each of the Nominees pursuant to which it and its affiliates agreed to indemnify each of the Nominees against claims arising from the solicitation of proxies from the Company’s shareholders in connection with the 2022 Annual Meeting and any related transactions (the “Solicitation”).

Each of the Nominees has granted Mr. Haley powers of attorney to execute certain SEC filings and other documents in connection with the Solicitation.

Other than as stated herein, there are no arrangements or understandings between or among any members of Alta Fox or any other person or persons pursuant to which the nomination of the Nominees described herein is to be made, other than the consent by each of the Nominees to be named in this Proxy Statement and to serve as a director of the Company if elected as such at the 2022 Annual Meeting. None of the Nominees is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceedings.

We do not expect that any of Nominees will be unable to stand for election, but, in the event that any of the Nominees is unable to serve or for good cause will not serve, the shares of Common Stock represented by the enclosed GOLD proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Bylaws and applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any of the Nominees, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, we would identify and properly nominate such substitute nominee(s) in accordance with the Bylaws and shares of Common Stock represented by the enclosed GOLD proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if the Company increases the size of the Board above its existing size or increases the number of directors whose terms expire at the 2022 Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Alta Fox that any attempt to increase the size of the current Board or to classify the Board, constitutes an unlawful manipulation of the Company’s corporate machinery.

WE STRONGLY URGE YOU TO VOTE “FOR” THE ELECTION OF THE NOMINEES ON THE ENCLOSED GOLD PROXY CARD

PROPOSAL NO. 2

SHAREHOLDER ADVISORY VOTE ON COMPENSATION FOR NAMED EXECUTIVE OFFICERS

As discussed in further detail in the Company’s proxy statement, the Company is seeking shareholder approval for the compensation of the Company’s Named Executive Officers, as such compensation is described under the headings “Compensation Discussion and Analysis” and “Executive Compensation” in the Company’s proxy statement. Accordingly, the Company is asking shareholders to vote on the following advisory resolution:

“RESOLVED, that the shareholders of Hasbro, Inc. approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as such compensation is disclosed pursuant to the rules of the Securities and Exchange Commission in the Company’s Proxy Statement under the headings “Compensation Discussion and Analysis” and “Executive Compensation.”

We urge shareholders to vote AGAINST the “say-on-pay” proposal due to our concerns that the Company’s executive compensation program is not properly structured to pay for performance. As discussed below, we believe that the Board has shown repeatedly that it is willing to (i) pay executives excessive compensation despite prolonged underperformance, (ii) set inadequately low performance targets for management bonuses and (iii) employ performance metrics for executive bonuses that are not tied to shareholder returns. That is why we recommend that shareholders send a message to the Company and demand that executive performance be more closely aligned with shareholder returns by voting AGAINST Hasbro’s “say-on-pay” proposal.

In recent years, management and the Board have been paid handsomely despite dismal shareholder returns. Specifically, management and the Board have collectively received over $215,000,000 in compensation over the last five years, while shareholders have suffered negligible cumulative returns on their Hasbro investment as the stock has underperformed the S&P by an astonishing 100%. Despite the Company’s underperformance (or perhaps in tacit recognition thereof), in 2021 the Board cut management performance targets for every material annual and 3-year rolling metric. In terms of annual target changes, revenue was lowered by 5% and EBIT margin was lowered by 100 basis points, while free cash flow was lowered by 4%. For rolling 3-year targets, revenue was lowered by 8%, EPS was lowered by 18%, and ROIC was lowered 80bps. We believe that shareholders should be deeply concerned that the Board has increased executive compensation and lowered performance hurdles while the Company significantly underperformed.

Unfortunately, this is not the first time that the Board has drastically cut management compensation targets. In 2019, 2015, 2013, and 2012, the Board, whose ranks then included many of the directors still serving today, cut annual and/or long-term performance targets. In fact, following the cuts in 2012 and 2013 to both annual and long-term management targets, shareholders voted down Hasbro’s say-on-pay proposal at the 2014 annual meeting of shareholders, which received only 46% of the votes cast (after receiving the support of only 64% in 2013). Then again in 2019, all of management’s annual targets were meaningfully cut: revenue was lowered by 10%, EBIT margins were lowered by 190 basis points, and free cash flow was lowered by 13%.

To put in perspective how far the Board has lowered the bar for management, when subtracting eOne’s inorganic revenue contribution from Hasbro’s 2021 annual revenue target, the adjusted revenue target was 11% lower than Hasbro’s 2017 revenue target. Moreover, target EBIT margins were 220 basis points lower than the 2017 EBIT margin target. Alarmingly, CEO compensation for Hasbro was 100% higher in 2021 than it was in 2017, despite these material annual performance targets being significantly below their 2017 levels. On a related note, with regard to eOne and executive compensation at Hasbro, we find it equally as alarming that the CEO of eOne was awarded $12,000,000 in entirely time-based equity grants following the completion of the acquisition.

It is not just the level of the targets that we find flawed. Apart from EPS growth, Hasbro’s executive compensation metrics (revenue, EBIT margin, FCF, ROIC) have little to do with creating shareholder value and are easily manipulated in our view. Hasbro has made numerous acquisitions and has reclassified segments on multiple occasions over the last 10 years and the company has made it extremely difficult, perhaps deliberately so, to assess true performance. Accordingly, it is especially relevant that executive compensation is tied to metrics that cannot be manipulated and ensure that management and the Board are aligned with shareholders, such as total shareholder return.

We are not alone in our concern regarding the Board’s ability to set appropriate compensation targets for management. In connection with the Company’s 2021 annual meeting of shareholders (the “2021 Annual Meeting”), Institutional Shareholder Services recommended that shareholders vote FOR the company’s say-on-pay proposal “with caution”, citing the award to the eOne CEO mentioned above as well as Hasbro’s “temporary move to a primarily time-based equity award program in 2021.” At the 2021 Annual Meeting, the say-on-pay proposal received the support of only 81% of the votes.

Similar to 2014, we believe that Hasbro’s shareholders must send a strong message to the Company that the apparent lack of alignment between the Board, management and shareholders due to the Company’s executive compensation program will no longer be tolerated.

We are also concerned by the gender disparity when it comes to compensation and bonuses paid to male and female executives. Based on the Company’s UK gender pay gap disclosure it appears that most of the Company’s top earners in that region are males. Even more troubling, it also appears that, in 2021, on average, males in the UK received bonuses that were nearly 50% larger than their female colleagues, while average male compensation was nearly 15% higher than their female colleagues.¹ While we cannot be certain this relationship similarly exists in the US and elsewhere, when examining Hasbro’s top earners in 2021 as disclosed in Hasbro’s preliminary 2021 proxy statement, it appears that six out of seven are male and that female compensation is 31% below average male compensation. We do not endorse compensation practices that lead to such divergent results and question why this gap exists to begin with.

As discussed in the Company’s proxy statement, although the vote is non-binding, the Board and the Compensation Committee of the Board will carefully consider the results of this vote in connection with their ongoing evaluation, and establishment, of the Company’s compensation arrangements and programs for the Company’s Named Executive Officers.

FOR THESE REASONS, AMONG OTHERS, WE RECOMMEND A VOTE “AGAINST” THE SAY-ON-PAY PROPOSAL AND INTEND TO VOTE OUR SHARES “AGAINST” THIS PROPOSAL.

¹ https://www.hasbro.com/common/documents/430E4F3F6BFD10148A8EF35124427085/2D03EDCD829E4952AC9B91F90CB9B10B.p\df

PROPOSAL NO. 3

PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2022 FISCAL YEAR

As discussed in further detail in the Company’s proxy statement, the Board is submitting the selection of KPMG LLP as the Company’s independent registered public accounting firm for Fiscal 2022 to the shareholders for their ratification. Additional information regarding this proposal is contained in the Company’s proxy statement.

As disclosed in the Company’s proxy statement, the failure by the shareholders to ratify the selection of the independent registered public accounting firm made by the Audit Committee will not require the Audit Committee to alter its decision. Similarly, ratification of the selection of KPMG LLP as the independent registered public accounting firm does not limit the Audit Committee’s ability to change this selection in the future if it deems appropriate.

WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL. 

VOTING AND PROXY PROCEDURES

Shareholders are entitled to one vote for each share of Common Stock held of record on the Record Date with respect to each matter to be acted on at the 2022 Annual Meeting. Only shareholders of record on the Record Date will be entitled to notice of and to vote at the 2022 Annual Meeting. Shareholders who sell their shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Common Stock. Shareholders of record on the Record Date will retain their voting rights in connection with the 2022 Annual Meeting even if they sell such shares of Common Stock after the Record Date. Based on publicly available information, Alta Fox believes that the only outstanding class of securities of the Company entitled to vote at the 2022 Annual Meeting is the Common Stock.

Shares of Common Stock represented by properly executed GOLD proxy cards will be voted at the 2022 Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of the Nominees, AGAINST the approval of the non-binding advisory resolution on the compensation of the Company’s named executive officers, FOR the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2022, and in the discretion of the persons named as proxies on all other matters as may properly come before the 2022 Annual Meeting, as described herein.

According to the Company’s proxy statement for the 2022 Annual Meeting, the current Board intends to nominate thirteen candidates for election at the 2022 Annual Meeting. This Proxy Statement is soliciting proxies to elect our Nominees as directors in opposition to three of the incumbent directors. Shareholders who vote on the enclosed GOLD proxy card will also have the opportunity to vote for the candidates who have been nominated by the Company other than Richard S. Stoddart, Edward M. Philip, and Lisa Gersh. Shareholders will therefore be able to vote for the total number of directors up for election at the 2022 Annual Meeting. Under applicable proxy rules we are required either to solicit proxies only for our Nominees, which could result in limiting the ability of shareholders to fully exercise their voting rights with respect to the Company’s nominees, or to solicit for our Nominees while also allowing shareholders to vote for fewer than all of the Company’s nominees, which enables a shareholder who desires to vote for our Nominees to also vote for certain of the Company’s nominees. The names, backgrounds and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s proxy statement. In the event that some of the Nominees are elected, there can be no assurance that the Company nominee(s) who get the most votes and are elected to the Board will choose to serve as on the Board with the Nominees who are elected.

VIRTUAL MEETING

The Company has disclosed that the 2022 Annual Meeting will be held exclusively online via a live webcast at www.cesonlineservices.com/has22_vm. You will not be able to attend the 2022 Annual Meeting in person at a physical location. You are entitled to participate in the 2022 Annual Meeting if you are a shareholder of record as of the close of business on the Record Date or hold a legal proxy for the meeting provided by your broker, bank or other nominee.

To participate in the virtual 2022 Annual Meeting, you will need to pre-register in advance. According to the Company’s proxy statement, in order to attend the 2022 Annual Meeting virtually, you must pre-register by visiting www.cesonlineservices.com/has22_vm and following the instructions to complete your registration. In order to virtually attend the 2022 Annual Meeting, you must pre-register by no later than 9:00 a.m. Eastern Time on June 7, 2022.

According to the Company’s proxy statement, shareholders of record and/or their designated representatives will need their proxy card or other communications from the Company containing their control number and should follow the instructions thereon to complete their registration request.

According to the Company’s proxy statement, if you are the beneficial owner of shares (that is, your shares are held in “street name” through a bank, broker, or other nominee) as of the Record Date, you will need to have your voting instructions form or other communication containing your control number available and should follow the instructions thereon to complete your registration request.

According to the Company’s proxy statement, after registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual 2022 Annual Meeting. The Company’s proxy statement further provides that after you register, Corporate Election Services will send you a reminder email prior to the 2022 Annual Meeting with a link and instructions for entering the virtual 2022 Annual Meeting. This reminder email will contain contact information for technical support or any other questions on how to participate in the virtual 2022 Annual Meeting

Although the 2022 Annual Meeting webcast will begin at 9:00 a.m. Eastern Time on June 8, 2022, we encourage you to access the 2022 Annual Meeting site prior to the start time to allow ample time to log into the 2022 Annual Meeting webcast and test your computer system. Participants should ensure that they have a reliable Internet connection wherever they intend to participate in the 2022 Annual Meeting. According to the Company’s proxy statement, the 2022 Annual Meeting site will first be accessible to registered shareholders beginning at 8:30 a.m. Eastern Time on the day of the 2022 Annual Meeting.

According to the Company’s proxy statement, shareholders as of the close of business on the Record Date who register, attend and participate in the 2022 Annual Meeting will have an opportunity to submit questions live via the Internet during a designated portion of the 2022 Annual Meeting.

Whether or not you plan to attend the virtual 2022 Annual Meeting, we urge you to sign, date and return the enclosed GOLD proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on the GOLD proxy card. Additional information and our proxy materials can also be found at www.FreeTheWizards.com. If you have any difficulty following the registration process or have any questions, please contact our solicitor, Okapi, at (877) 629-6356 (toll-free) or via email at info@okapipartners.com.

QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING

A quorum is the minimum number of shares of Common Stock that must be represented at a duly called meeting in person virtually or by proxy in order to legally conduct business at the meeting. For the 2022 Annual Meeting, the presence in person virtually or by proxy of a majority of the outstanding shares will constitute a quorum for the transaction of business.

Abstentions and withhold votes are counted as present at the 2022 Annual Meeting for purposes of determining whether there is a quorum at the 2022 Annual Meeting. However, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”). Under applicable rules, your broker will not have discretionary authority to vote your shares at the 2022 Annual Meeting on any of the proposals.

If you are a shareholder of record, you must deliver your vote by mail, the Internet, by telephone or attend the 2022 Annual Meeting virtually in order to be counted in the determination of a quorum.

VOTES REQUIRED FOR APPROVAL

Election of Directors ─ The Company has adopted a plurality vote standard for contested director elections. The thirteen directors receiving the highest number of affirmative votes will be elected as directors of the Company. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the election of the nominees. If you abstain from voting on any of the nominees, your shares will be counted for purposes of determining whether there is a quorum, but will have no effect on the election of those nominees. Proxy cards specifying that votes should be withheld with respect to one (1) or more nominees will result in those nominees receiving fewer votes but will not count as votes against the nominees. Neither an abstention nor a broker non-vote will count as a vote cast for or against a director nominee. Therefore, abstentions and broker non-votes will have no direct effect on the outcome of the election of directors.

Advisory Resolution to Approve Executive Compensation ─ According to the Company’s proxy statement, although the vote is non-binding, assuming that a quorum is present, the affirmative vote of a majority of the shares of Common Stock present (in person virtually or by proxy) and entitled to vote at the 2022 Annual Meeting on this shareholder advisory vote is required for approval of the resolution. According to the Company’s proxy statement, abstentions are the equivalent of a vote against the proposal. Broker non-votes will have no impact on the outcome of this proposal.

Ratification of Appointment of Accountants ─ According to the Company’s proxy statement, the affirmative vote of a majority of the shares of Common Stock present (in person virtually or by proxy) and entitled to vote at the 2022 Annual Meeting on the ratification of the selection of KPMG LLP is required for approval. According to the Company’s proxy statement, abstentions are the equivalent of a vote against the proposal. Broker non-votes will have no impact on the outcome of this proposal.

If you sign and submit your GOLD proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with Alta Fox’s recommendations specified herein and in accordance with the discretion of the persons named on the GOLD proxy card with respect to any other matters that may be voted upon at the 2022 Annual Meeting.

REVOCATION OF PROXIES

Shareholders of the Company may revoke their proxies at any time prior to exercise by attending the 2022 Annual Meeting and voting virtually (although attendance at the 2022 Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation to the Secretary of the Company by executing a later-dated proxy. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Alta Fox in care of Okapi at the address set forth on the back cover of this Proxy Statement or to the Company at 1027 Newport Avenue, Pawtucket, Rhode Island 02861 or any other address provided by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Alta Fox in care of Okapi at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding shares of Common Stock. Additionally, Okapi may use this information to contact shareholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominees.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made by Alta Fox. Proxies may be solicited by mail, facsimile, telephone, electronic mail, in person and by advertisements. Solicitations may also be made by certain of the respective directors, officers, members and employees of Alta Fox, none of whom will, except as described elsewhere in this Proxy Statement, receive additional compensation for such solicitation. The Nominees may make solicitations of proxies but, except as described herein, will not receive compensation for acting as director nominees.

We have retained Okapi for solicitation and advisory services in connection with solicitations relating to the 2022 Annual Meeting. Okapi will receive up to $250,000, applicable toward the final fee to be mutually agreed upon by Alta Fox and Okapi and reimbursement of reasonable out-of-pocket expenses for its services to Alta Fox in connection with the Solicitation. Arrangements will also be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of Common Stock held as of the Record Date for the 2022 Annual Meeting. Alta Fox will reimburse such custodians, nominees and fiduciaries for reasonable expenses incurred in connection therewith. In addition, directors, officers, members and certain other employees of Alta Fox and its affiliates may solicit proxies as part of their duties in the normal course of their employment without any additional compensation. It is anticipated that Okapi will employ approximately 30 persons to solicit shareholders for the 2022 Annual Meeting.

Alta Fox will pay all costs of the Solicitation. Alta Fox Opportunities may seek reimbursement from the Company of all expenses Alta Fox incurs in connection with the Solicitation but does not intend to submit the question of such reimbursement to a vote of shareholders of the Company. The expenses incurred by Alta Fox to date in furtherance of, or in connection with, the Solicitation is approximately $1,300,000. Alta Fox anticipates that its total expenses will be approximately $1,800,000. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with this solicitation.

ADDITIONAL PARTICIPANT INFORMATION

The Participants in this proxy solicitation are Alta Fox Opportunities, a Delaware limited partnership, Alta Fox SPV 3, a Delaware limited partnership, Alta Fox SPV 3.1, a Delaware limited partnership, Alta Fox GP, a Delaware limited partnership, Alta Fox Equity, a Delaware limited liability company, Alta Fox Capital, a Texas limited liability company, Connor Haley, a United States Citizen, and the Nominees.

The principal business of each of Alta Fox Opportunities, Alta Fox SPV 3 and Alta Fox SPV 3.1 is investing in securities. Alta Fox Capital serves as the investment manager of each of Alta Fox, Alta Fox SPV 3 and Alta Fox SPV 3.1. The principal business of Alta Fox GP is serving as the general partner of funds managed by Alta Fox Capital, including each of Alta Fox, Alta Fox SPV 3 and Alta Fox SPV 3.1. The principal business of Alta Fox Equity is serving as the general partner of Alta Fox GP. The principal occupation of Mr. Haley is serving as the sole owner, member and manager of Alta Fox Capital and Alta Fox Equity.

The address of the principal office of each of the members of Alta Fox is 640 Taylor Street, Suite 2522, Fort Worth, Texas 76102.

As of the date hereof, Alta Fox Opportunities directly beneficially owned 612,614 shares of Common Stock. As of the date hereof, Alta Fox SPV 3 directly beneficially owned 2,250,638 shares of Common Stock. As of the date hereof, Alta Fox SPV 3.1 directly beneficially owned 748,881 shares of Common Stock. Alta Fox Capital, as the investment manager of each of Alta Fox, Alta Fox SPV 3 and Alta Fox SPV 3.1, may be deemed to beneficially own the 3,612,133 shares of Common Stock beneficially owned in the aggregate by Alta Fox, Alta Fox SPV 3 and Alta Fox SPV 3.1. Alta Fox GP, as the general partner of each of Alta Fox, Alta Fox SPV 3 and Alta Fox SPV 3.1, may be deemed to beneficially own the 3,612,133 shares of Common Stock beneficially owned in the aggregate by Alta Fox, Alta Fox SPV 3 and Alta Fox SPV 3.1. Alta Fox Equity, as the general partner of Alta Fox GP, may be deemed to beneficially own the 3,612,133 shares of Common Stock beneficially owned in the aggregate by Alta Fox, Alta Fox SPV 3 and Alta Fox SPV 3.1. Mr. Haley, as the sole owner, member and manager of each of Alta Fox Capital and Alta Fox Equity, may be deemed to beneficially own the 3,612,133 shares of Common Stock beneficially owned in the aggregate by Alta Fox, Alta Fox SPV 3 and Alta Fox SPV 3.1.

For information regarding purchases and sales of securities of the Company during the past two (2) years by the Participants, see Schedule I. 

The shares of Common Stock owned directly by each of Alta Fox Opportunities, Alta Fox SPV 3, and Alta Fox SPV 3.1 were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past ten (10) years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant or any of his, her or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the 2022 Annual Meeting; (xii) no Participant holds any positions or offices with the Company; (xiii) no Participant has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no companies or organizations, with which any of the Participants has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company. There are no material proceedings to which any Participant or any of his, her or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to each of the Nominees, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past ten (10) years.

OTHER MATTERS AND ADDITIONAL INFORMATION

Alta Fox is unaware of any other matters to be considered at the 2022 Annual Meeting. However, should other matters, which Alta Fox is not aware of at a reasonable time before this solicitation, be brought before the 2022 Annual Meeting, the persons named as proxies on the enclosed GOLD proxy card will vote on such matters in their discretion.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of the document to you if you write to our proxy solicitor, Okapi, at the address set forth on the back cover of this Proxy Statement, or call toll free at (877) 629-6356. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and telephone number.

The information concerning the Company and the proposals in the Company’s proxy statement contained in this Proxy Statement has been taken from, or is based upon, publicly available documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate that statements relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete, to date we have not had access to the books and records of the Company, were not involved in the preparation of such information and statements and are not in a position to verify such information and statements. All information relating to any person other than the Participants is given only to the knowledge of Alta Fox.

This Proxy Statement is dated April 26, 2022. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to shareholders shall not create any implication to the contrary.

SHAREHOLDER PROPOSALS

According to the Company’s proxy statement, any stockholder who wishes to submit a proposal for inclusion in the Company’s proxy materials for the 2023 Annual Meeting may do so by following the procedures set out in Rule 14a-8 under the Exchange Act. To be eligible for inclusion, the proposal must be received by the Corporate Secretary at the Company’s principal executive offices at 1011 Newport Avenue, Pawtucket, Rhode Island 02861 not later than December 26, 2022.

According to the Company’s proxy statement, under the Bylaws, stockholders must follow certain procedures to nominate a person for election as a director or introduce an item of business at an annual meeting, even if that item will not be included in the Company’s proxy statement. To be properly brought before the 2023 Annual Meeting, the Corporate Secretary must receive any such nomination or proposal at the address provided above no earlier than February 8, 2023 and no later than March 10, 2023. As required by the Bylaws, a notice of a proposed nomination must include information about the stockholder and the nominee, as well as a written consent of the proposed nominee to serve if elected.

The information set forth above regarding the procedures for submitting stockholder proposals for consideration at the 2023 Annual Meeting is based on information contained in the Company’s proxy statement. The incorporation of this information in this proxy statement should not be construed as an admission by Alta Fox that such procedures are legal, valid or binding.

This Proxy Statement is dated April 26, 2022. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to shareholders shall not create any implication to the contrary.

CERTAIN ADDITIONAL INFORMATION REGARDING THE COMPANY

WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE 2022 ANNUAL MEETING BASED ON RELIANCE ON RULE 14A-5(C). THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE OF THE COMPANY’S DIRECTORS, RELATED PERSON TRANSACTIONS AND GENERAL INFORMATION CONCERNING THE COMPANY’S ADMINISTRATION AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE OWNERS, DIRECTORS AND MANAGEMENT OF THE COMPANY.

The information concerning the Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information.

________________

Your vote is important. No matter how many or how few shares you own, please vote to elect the Nominees by marking, signing, dating and mailing the enclosed GOLD proxy card promptly.

SCHEDULE I

TRANSACTIONS IN SECURITIES OF THE COMPANY

DURING THE PAST TWO YEARS

ALTA FOX OPPORTUNITIES FUND, LP

ALTA FOX SPV 3, LP

ALTA FOX SPV 3.1, LP

MARCELO FISCHER

RANI HUBLOU

CAROLYN JOHNSON

_____________________________

¹ Represents the acquisition of shares of Common Stock upon the assignment of certain put options.

² Represents the acquisition of shares of Common Stock upon the exercise of certain call options.

SCHEDULE II

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS, DIRECTORS AND MANAGEMENT

The following table is reprinted from the Company’s proxy statement filed with
the Securities and Exchange Commission on April 25, 2022.

Voting Securities and Principal Holders Thereof

Security Ownership of Certain Beneficial Owners

The following table sets forth information, as of April 21, 2022 (except as noted), with respect to the ownership of the Common Stock (the only class of outstanding equity securities of the Company) by certain persons known by the Company to be the beneficial owners of more than 5% of such stock. There were 139,442,407 shares of Common Stock outstanding on April 21, 2022.

Security Ownership of Management

The following table sets forth information, as of April 21, 2022, with respect to the ownership of the Common Stock (the only class of outstanding equity securities of the Company) by each current director of the Company or nominee proposed by the Board for election to the Board, each Named Executive Officer and by all directors and executive officers as a group. Unless otherwise indicated, each person has sole voting and dispositive power with respect to such shares.

IMPORTANT

Tell the Board what you think! Your vote is important. No matter how many shares of Common Stock you own, please give Alta Fox your proxy “FOR” the election of the Nominees and in accordance with Alta Fox’s recommendations on the other proposals on the agenda for the 2022 Annual Meeting by taking these three steps:

You may vote your shares virtually at the 2022 Annual Meeting, however, even if you plan to attend the 2022 Annual Meeting virtually, we recommend that you submit your GOLD proxy card by mail by the applicable deadline so that your vote will still be counted if you later decide not to attend the 2022 Annual Meeting. If any of your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed GOLD voting form.

If you have any questions, require assistance in voting your GOLD proxy card, or need additional copies of Alta Fox’s proxy materials, please contact Okapi at the phone numbers or email address listed below.

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Shareholders may call toll-free: (877) 629-6356

Banks and brokers call: (212) 297-0720

E-mail: info@okapipartners.com 

HASBRO, INC.

2022 ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF ALTA FOX OPPORTUNITIES FUND, LP

THE BOARD OF DIRECTORS OF HASBRO, INC.
IS NOT SOLICITING THIS PROXY

P     R     O     X     Y

The undersigned appoints Connor Haley and Mark Harnett, and each of them, attorneys and agents with full power of substitution to vote all shares of Common Stock, par value $0.50 per share (the “Common Stock”) of Hasbro, Inc. (the “Company”) which the undersigned would be entitled to vote if personally present at the 2022 Annual Meeting of Shareholders of the Company scheduled to be held virtually online via a live webcast on June 8, 2022 at 9:00 a.m., Eastern Standard Time (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “2022 Annual Meeting”).

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Common Stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the 2022 Annual Meeting that are unknown to Alta Fox Opportunities Fund, LP (“Alta Fox Opportunities”), a reasonable time before this solicitation.

THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR ALL NOMINEES” IN PROPOSAL 1, “AGAINST” PROPOSAL 2, AND “FOR” PROPOSAL 3.

This Proxy will be valid until the sooner of one year from the date indicated on the reverse and the completion of the 2022 Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting

This Proxy Statement and our GOLD proxy card are available at

www.FreeTheWizards.com

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

[X] Please mark vote as in this example

THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS, THIS PROXY WILL BE VOTED “FOR ALL NOMINEES” IN PROPOSAL 1, “AGAINST” PROPOSAL 2, AND “FOR” PROPOSAL 3. ALTA FOX OPPORTUNITIES STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR ALL NOMINEES” LISTED BELOW IN PROPOSAL 1 AND “AGAINST” PROPOSAL 2. ALTA FOX OPPORTUNITIES MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSAL 3.

Alta Fox Opportunities intends to use this proxy to vote (i) “FOR” Marcelo Fischer, Rani Hublou and Carolyn Johnson and (ii) “FOR” the candidates who have been nominated by the Company to serve as directors, other than Richard S. Stoddart, Edward M. Philip, and Lisa Gersh, for whom Alta Fox Opportunities is not seeking authority to vote for and will not exercise any such authority. The names, backgrounds and qualifications of the candidates who have been nominated by the Company, and other information about them, can be found in the Company’s proxy statement. There is no assurance that any of the candidates who have been nominated by the Company will serve as directors if our nominees are elected.

NOTE: If you do not wish for your shares to be voted “FOR” a particular nominee, mark the “FOR ALL NOMINEES EXCEPT NOMINEE(S) WRITTEN BELOW” box and write the name(s) of the nominee(s) you do not support on the line(s) above. Your shares will be voted for the remaining nominee(s).

DATED: ____________________________

____________________________________
(Signature)

____________________________________
(Signature, if held jointly)

____________________________________
(Title)

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.