HASBRO INC (HAS)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
HASBRO INC · Meeting: June 11, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eleven (11) Directors
Joined the board in 2026 and is exempt from the TSR trigger under the 24-month new director rule; brings deep digital gaming and consumer brand expertise relevant to Hasbro's strategy, holds no other public board seats, and all attendance requirements are met.
Director since 2016 with strong TSR outperformance versus the company-disclosed peer group (HAS +116.5pp above peer median over 3 years, well above the 50pp trigger threshold for strong positive TSR); serves as Audit Committee Chair with confirmed financial expertise; holds two public board seats, within policy limits.
CEO and director since 2022; Hasbro's 3-year TSR substantially outperforms the company-disclosed peer group median (+116.5pp vs. 50pp trigger threshold), so the TSR trigger does not apply; serves on one outside public board (Molson Coors), within policy limits for a sitting CEO.
Director since 2010; strong TSR outperformance versus peers clears all trigger thresholds; brings extensive media, retail and brand-building experience relevant to Hasbro's IP and licensing strategy; holds two public board seats, within policy limits.
Director since 2024; joined within 24 months and is exempt from the TSR trigger under the new director rule; brings deep digital gaming and franchise management expertise; holds one outside public board seat, within policy limits.
Director since 2022; Hasbro's TSR outperformance over peers is strongly positive and does not trigger a negative vote; brings deep consumer technology and subscription platform experience; holds one outside public board seat, within policy limits.
Director since 2024; joined within 24 months and is exempt from the TSR trigger under the new director rule; brings CEO-level franchise and brand operations experience; holds one outside public board seat (TSX-listed), within policy limits.
Director since 2024; joined within 24 months and is exempt from the TSR trigger under the new director rule; brings deep online gaming, digital monetization and AI expertise; holds one outside public board seat, within policy limits.
Director since 2020; Hasbro's strong peer-relative TSR outperformance clears all trigger thresholds; brings brand-building, marketing and governance experience; holds two outside public board seats, within policy limits.
Director since 2014 and Board Chair since 2022; Hasbro's 3-year TSR outperforms the company peer group median by +116.5pp, well above the 50pp threshold for a strong-positive-TSR company; holds one outside public board seat (Altria), within policy limits.
Joined the board in 2026 and is exempt from the TSR trigger under the 24-month new director rule; brings consumer products, digital commerce and CEO-level governance experience; holds one outside public board seat (The Honest Company), within policy limits.
All eleven director nominees receive a FOR vote. Hasbro's 3-year total shareholder return of +111.3% outperforms the company-disclosed compensation peer group median by +116.5 percentage points, far above the 50pp trigger threshold applicable to companies with strong positive absolute returns, so no TSR-based negative votes are triggered for any director. Four directors who joined in 2024 or 2026 are also independently exempt from the TSR trigger as new directors within their 24-month grace period. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Chris Cocks
Total Comp
$18,672,521
Prior Support
96.7%%
CEO Chris Cocks received total compensation of approximately $18.7 million in fiscal 2025, consisting of a $1.5 million base salary, a $6.0 million annual bonus (paid at 200% of target reflecting strong company-level revenue and profit performance), $10.5 million in stock awards (split evenly between performance share awards and time-vesting restricted stock units), and approximately $672,000 in other compensation. Variable and performance-based pay (annual bonus plus equity awards) represents approximately 88% of total compensation, well above the 50-60% minimum threshold, and the fixed salary of $1.5 million represents only about 8% of total pay, far below the 40% fixed-pay flag. The incentive structure is tied to measurable multi-year metrics (cumulative EPS, relative and absolute TSR), and pay outcomes are clearly aligned with Hasbro's strong fiscal 2025 performance (14% revenue growth, 36% adjusted operating profit growth) and exceptional 3-year shareholder returns that outpace peers by over 116 percentage points. Prior Say on Pay support was 96.7% in 2025, indicating strong shareholder endorsement of the program design, and the company has a robust clawback policy meeting Dodd-Frank requirements with additional provisions beyond the regulatory minimum.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm appropriate for a company of Hasbro's size and complexity. The proxy filing text provided does not include an auditor fee table with specific dollar amounts, so the non-audit fee ratio trigger cannot be evaluated numerically; however, no fee disclosure suggesting an independence concern was identified in the available text. Auditor tenure is not explicitly stated in the provided filing excerpt, so the tenure trigger cannot fire per policy. No material financial restatements were disclosed. On the available evidence, no policy trigger for a negative vote is met.
Overall Assessment
Hasbro's 2026 annual meeting ballot presents three standard proposals: director elections, Say on Pay, and auditor ratification. All eleven director nominees, the executive compensation program, and the reappointment of KPMG receive FOR votes, supported by exceptional shareholder returns, a well-structured pay-for-performance compensation program, and no material governance concerns across the slate.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing