What changed in this filing

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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-24 · 69 added, 75 removed, 213 unchanged (40% of the section changed)

2 unchanged sentences

The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 27, 2020.

Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 26, 2021.

Based on the evaluation of these disclosure controls and procedures, the Interim Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

4 unchanged sentences

In making its assessment, Hasbro’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control-Integrated Framework (2013)”.

In accordance with the general guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management's report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to eOne with total assets and total net revenues representing approximately 53% and 18%, respectively, of the Company’s related cons olidated financial statement amounts as of and for the year ended December 27, 2020.

Based on this assessment, Hasbro’s management concluded that, as of December 26, 2021, its internal control over financial reporting is effective based on those criteria.

4 unchanged sentences

Opinion on Internal Control Over Financial Reporting

We have audited Hasbro, Inc.'s and subsidiaries’ (the Company) internal control over financial reporting as of December 27, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have audited Hasbro, Inc.

and subsidiaries’ (the Company) internal control over financial reporting as of December 26, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 26, 2021 and December 27, 2020, the related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests for each of the years in the three-year period ended December 26, 2021, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February 23, 2022 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Entertainment One Ltd.

during 2020, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 27, 2020, Entertainment One Ltd.’s internal control over financial reporting associated with 53% of total assets and 18% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 27, 2020.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Entertainment One Ltd.

Basis for Opinion

20 unchanged sentences

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

1 unchanged sentence

The information required by this item with respect to executive officers of the Company is included in Part I, Item 1 .

Business, of this Form 10-K under the caption “Executive Officers of the Registrant” and is incorporated herein by reference.

Business, of this Form 10-K under the caption “Our Executive Officers” and is incorporated herein by reference.

The Company has a Code of Conduct, which is applicable to all of the Company’s employees, officers and directors, including the Company’s Chief Executive Officer, Chief Financial Officer and Controller.

2 unchanged sentences

Although the Company does not generally intend to provide waivers of or amendments to the Code of Conduct for its Chief Executive Officer, Chief Financial Officer, Controller, or other officers or employees, information concerning any waiver of or amendment to the Code of Conduct for the Chief Executive Officer, Chief Financial Officer, Controller, or any other executive officers or directors of the Company, will be promptly disclosed on the Company’s website in the location where the Code of Conduct is posted.

The Company has also posted on its website, in the Corporate Governance location referred to above, copies of its Corporate Governance Principles and of the charters for its (i) Audit, (ii) Compensation, (iii) Finance, (iv) Nominating, Governance and Social Responsibility, (v) Executive Committee and (vi) Cybersecurity and Data Privacy Committee of its Board of Directors.

In addition to being accessible on the Company’s website, copies of the Company’s Code of Conduct, Corporate Governance Principles, and charters for the Company’s six Board Committees, are all available free of charge upon request to the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary, Tarrant Sibley, at 1027 Newport Avenue, P.O.

The Company has also posted on its website, in the Corporate Governance location referred to above, copies of its Corporate Governance Principles and of the charters for its (i) Audit, (ii) Compensation, (iii) Finance, (iv) Nominating, Governance and Social Responsibility, and (v) Cybersecurity and Data Privacy Committee of its Board of Directors.

In addition to being accessible on the Company’s website, copies of the Company’s Code of Conduct, Corporate Governance Principles, and charters for the Company’s Board Committees, are all available free of charge upon request to the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary, Tarrant Sibley, at 1027 Newport Avenue, P.O.

Box 1059, Pawtucket, R.I.

6 unchanged sentences

Principal Accountant Fees and Services.

Our independent registered public accounting firm is KPMG LLP, Providence, RI, Auditor ID:

The information required by this item is contained under the caption “Additional Information Regarding Independent Registered Public Accounting Firm” in the Company’s definitive proxy statement for the 2022 Annual Meeting of Shareholders and is incorporated herein by reference.

3 unchanged sentences

Included in PART II of this report:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOBID 185)

Consolidated Balance Sheets at December 26, 2021 and December 27, 2020

71 unchanged sentences

(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 28, 2011, File No.

(d) Agreement with TOMY Company, Ltd.

relating to TRANSFORMERS, as amended to date.

(Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10(i) to the Company’s Annual Report on Form 10-K for the period ended December 25, 2011, File No.

(e) Amended and Restated Hub Television Networks LLC Limited Liability Company Agreement, as amended September 23, 2014, between the Company, Discovery Communications, LLC, Hub Television Networks LLC and Discovery Communications, Inc.

(Portions of this agreement have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.) (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 28, 2014, File No.

(f) Term Loan Agreement, dated as of September 20, 2019, by and among Hasbro, Inc., Bank of America, N.A., and the other financial institutions party thereto.

(d) Term Loan Agreement, dated as of September 20, 2019, by and among Hasbro, Inc., Bank of America, N.A., and the other financial institutions party thereto.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 24, 2019, File No.

Executive Compensation Plans and Arrangements

(g) Form of Director’s Indemnification Agreement.

(e) Form of Director’s Indemnification Agreement.

(Incorporated by reference to Exhibit 10(jj) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2007, File No.

(h) Hasbro, Inc.

(f) Hasbro, Inc.

Deferred Compensation Plan for Non-Employee Directors.

(Incorporated by reference to Exhibit 10(cc) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 26, 1993, File No.

(i) First Amendment to Hasbro, Inc.

(g) First Amendment to Hasbro, Inc.

Deferred Compensation Plan for Non-Employee Directors, dated April 15, 2003.

(Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 29, 2003, File No.

(j) Second Amendment to Hasbro, Inc.

(h) Second Amendment to Hasbro, Inc.

Deferred Compensation Plan for Non-Employee Directors, dated July 17, 2003.

(Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 28, 2003, File No.

(k) Third Amendment to Hasbro, Inc.

(i) Third Amendment to Hasbro, Inc.

Deferred Compensation Plan for Non-Employee Directors, dated December 15, 2005.

(Incorporated by reference to Exhibit 10(nn) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 25, 2005, File No.

(l) Fourth Amendment to Hasbro, Inc.

(j) Fourth Amendment to Hasbro, Inc.

Deferred Compensation Plan for Non-Employee Directors, dated October 3, 2007.

(Incorporated by reference to Exhibit 10(oo) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2007, File No.

(m) Hasbro, Inc.

2003 Stock Option Plan for Non-Employee Directors.

(Incorporated by reference to Appendix B to the Company’s definitive proxy statement for its 2003 Annual Meeting of Shareholders, File No.

(n) Hasbro, Inc.

(k) Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

(Incorporated by reference to Appendix D to the definitive proxy statement for its 2017 Annual Meeting of Shareholders, File No.

(o) First Amendment to Hasbro, Inc.

(l) First Amendment to Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

(Incorporated by reference to Appendix C to the definitive proxy statement for the Company’s 2017 Annual Meeting of Shareholders, File No.

(p) Second Amendment to Hasbro, Inc.

(m) Second Amendment to Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

(Incorporated by reference to Appendix C to the definitive proxy statement for the Company’s 2020 Annual Meeting of Shareholders, File No.

(q) Form of 2020 Stock Option Agreement under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

(Incorporated by Reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2020, File No.

(r) Form of 2020 Stock Option Agreement under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan (Applicable to Brian Goldner.) (Incorporated by Reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2020, File No.

(s) Form of 2020 Stock Option Agreement under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan (Applicable to John Frascotti.) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2020, File No.

(t) Form of 2020 Restricted Stock Unit Agreement under the Hasbro, Inc.

(n) Form of 202 1 Stock Option Agreement under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

(Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2020, File No.

(u) Form of 2020 Restricted Stock Unit Agreement under the Hasbro, Inc.

(Incorporated by Reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 27, 2021 , File No.

(o) Form of 202 1 Stock Option Agreement under the Hasbro, Inc.

(p)** Form of 2021 Restricted Stock Unit Agreement under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan (Applicable to Richard Stoddart).

(q) Form of 202 1 Restricted Stock Unit Agreement under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

(Applicable to John Frascotti.) (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2020, File No.

(v) Form of 2020 Contingent Stock Performance Award under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan (Applicable to Brian Goldner.) (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2020, File No.

(w) Form of 2020 Contingent Stock Performance Award under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan (Applicable to John Frascotti.) (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2020, File No.

(x) Form of 2020 Contingent Stock Performance Award under the Hasbro, Inc.

(Incorporated by reference to Exhibit 10.

3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 27 , 202 1 , File No.

(r) Form of 202 1 Restricted Stock Unit Agreement under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan.

(Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2020, File No.

(y) Hasbro, Inc.

(Applicable to Brian G oldner .) (Incorporated by reference to Exhibit 10.

4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 2 7 , 202 1 , File No.

(s) Form of 202 1 Contingent Stock Performance Award under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan (Incorporated by reference to Exhibit 10.

5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 2 7 , 202 1 , File No.

(t) Form of 202 1 Contingent Stock Performance Award under the Hasbro, Inc.

Restated 2003 Stock Incentive Performance Plan (Applicable to Brian Goldner) .

(Incorporated by reference to Exhibit 10.

6 to the Company’s Quarterly Report on Form 10-Q for the period ended June 2 7 , 202 1 , File No.

(u) Hasbro, Inc.

Amended and Restated Nonqualified Deferred Compensation Plan.

(Incorporated by reference to Exhibit 10(aaa) to the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 28, 2008, File No.

(z) Hasbro, Inc.

(v) Hasbro, Inc.

2014 Senior Management Annual Performance Plan.

(Incorporated by reference to Appendix F to the Company’s definitive proxy statement for its 2017 Annual Meeting of Shareholders, File No.

(aa) First Amendment to Hasbro, Inc.

(w) First Amendment to Hasbro, Inc.

2014 Senior Management Annual Performance Plan.

(Incorporated by reference to Appendix E to the Company’s definitive proxy statement for its 2017 Annual Meeting of Shareholders, File No.

(bb) Hasbro, Inc.

(x) Hasbro, Inc.

202 1 Performance Rewards Program.

(Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 28, 2020, File No.

(cc) Amended and Restated Employment Agreement, dated October 4, 2012, between the Company and Brian Goldner.

(Incorporated by reference to Exhibit 10.

7 to the Company’s Quarterly Report on Form 10-Q for the period ended June 2 7 , 202 1 , File No.

(y) Amended and Restated Employment Agreement, dated October 4, 2012, between the Company and Brian Goldner.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of October 11, 2012, File No.

(dd) Amendment, dated August 5, 2014, to Amended and Restated Employment Agreement, between the Company and Brian Goldner.

(z) Amendment, dated August 5, 2014, to Amended and Restated Employment Agreement, between the Company and Brian Goldner.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of August 6, 2014, File No.

(ee) Amendment, dated December 15, 2016, to Amended and Restated Employment Agreement between the Company and Brian Goldner.

(aa) Amendment, dated December 15, 2016, to Amended and Restated Employment Agreement between the Company and Brian Goldner.

(Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated as of December 20, 2016, File No.

(ff) Amendment, dated August 1, 2018, to Amended and Restated Employment Agreement between the Company and Brian Goldner.

(bb) Amendment, dated August 1, 2018, to Amended and Restated Employment Agreement between the Company and Brian Goldner.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of August 6, 2018, File No.

(gg) Employment Agreement, dated August 1, 2018, between the Company and John Frascotti.

(cc) Employment Agreement, dated August 1, 2018, between the Company and John Frascotti.

(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated as of August 6, 2018, File No.

(hh) Transitional Advisory Services Agreement, dated October 5, 2020 with John Frascotti.

(dd) Transitional Advisory Services Agreement, dated October 5, 2020 with John Frascotti.

(Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 27, 2020, File No.

(ii) Agreement dated January 21, 2020 with Wiebe Tinga.

(Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020, File No.

(jj) Agreement dated March 5, 2020 with Stephen Davis.

(ee) Transitional Advisory Services Agreement, dated October 4, 2021 with Dolph Johnson.

(Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 26, 2021, File No.

(ff) Employment Agreement with Darren Throop, dated March 22, 2017 as amended.

(Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 28, 2021, File No.

(kk) Hasbro, Inc.

(gg) Hasbro, Inc.

Change in Control Severance Plan for Designated Senior Executives.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 23, 2011, File No.

(ll) Hasbro, Inc.

(Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 28, 2021, File No.

(hh) Hasbro, Inc.

Clawback Policy.

2 unchanged sentences

Consent of KPMG LLP.

31.1 Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.1 Certification of the Interim Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2 Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1* Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

32.1* Certification of the Interim Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

32.2* Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

6 unchanged sentences

* Furnished herewith.

** Filed herewith.

The Company agrees to furnish the Securities and Exchange Commission, upon request, a copy of each agreement with respect to long-term debt of the Company, the authorized principal amount of which does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

10 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Goldner Date:

/s/ Richard S.

Stoddart Date:

February 23, 2022

Chairman of the Board and Chief Executive Officer

Interim Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

Goldner Chairman of the Board and Chief Executive Officer (Principal Executive Officer) February 24, 2021

/s/ Richard S.

Stoddart Interim Chief Executive Officer (Principal Executive Officer) February 23, 2022

/s/ Deborah M.

Thomas Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 23, 2022

Frascotti President and Chief Operating Officer and Director February 24, 2021

Leinbach Chair of the Board of Directors February 23, 2022

/s/ Kenneth A.

3 unchanged sentences

Cochran Director February 23, 2022

/s/ Sir Crispin H.

Davis Director February 24, 2021

Sir Crispin H.

/s/ Lisa Gersh Director February 23, 2022

Hassenfeld Director February 24, 2021

Leinbach Director February 24, 2021

/s/ Edward M.

6 unchanged sentences

Mary Beth West

Zecher Director February 24, 2021

Zecher Higgins Director February 23, 2022

Zecher Higgins

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures