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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-23 · 36 added, 64 removed, 218 unchanged (31% 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 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.

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 25, 2022.

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.

Management’s Report on Internal Control over Financial Reporting

46 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, and (v) Cybersecurity and Data Privacy Committee of its Board of Directors.

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 Committee, (ii) Compensation Committee, (iii) Finance and Capital Allocation Committee, (iv) Nominating, Governance and Social Responsibility Committee, 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.

9 unchanged sentences

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 2023 Annual Meeting of Shareholders and is incorporated herein by reference.

Exhibits, Financial Statement Schedules.

Exhibits, and Financial Statement Schedules.

(a) Consolidated Financial Statements, Consolidated Financial Statement Schedules and Exhibits

27 unchanged sentences

(Incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 29, 2003, File No.

(d) Amended and Restated Bylaws of the Company, as amended.

(Incorporated by reference to Exhibit 3(d) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2006, File No.

(e) Amendment to Amended and Restated Bylaws of the Company, as amended.

(Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 6, 2014, File No.

(f) Amendment to Amended and Restated Bylaws of the Company, as amended.

(Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 5, 2015, File No.

(g) Amendment to Amended and Restated Bylaws of the Company, as amended.

(Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated December 10, 2015, File No.

(h) Certificate of Designations of Series C Junior Participating Preference Stock of Hasbro, Inc.

(d) Second Amended and Restated Bylaws of the Company.

(Incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K dated September 30, 2022, File No.

(e) Certificate of Designations of Series C Junior Participating Preference Stock of Hasbro, Inc.

dated June 29, 1999.

(Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No.

(i) Certificate of Vote(s) authorizing a decrease of class or series of any class of shares.

(f) Certificate of Vote(s) authorizing a decrease of class or series of any class of shares.

(Incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the period ended July 2, 2000, File No.

65 unchanged sentences

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 June 27, 2021 , File No.

(o) Form of 202 1 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 June 27, 2021 , File No.

(Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 27, 2022, File No.

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

Restated 2003 Stock Incentive Performance Plan (Applicable to Richard Stoddart)(Incorporated by reference to Exhibit 10(o) to the Company’s Annual Report on Form 10-K for the year ended December 26, 2021, File No.

(p) Form of 2022 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.

(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.

(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.

(Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended March 27, 2022, File No.

(q) Form of 2022 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 March 27, 2022, File No.

(r) 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.

(v) Hasbro, Inc.

(s) 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.

(w) First Amendment to Hasbro, Inc.

(t) 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.

(x) Hasbro, Inc.

(u) Hasbro, Inc.

2022 Performance Rewards Program.

(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.

(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.

(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.

(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.

(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.

(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.

(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 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended March 27, 2022, File No.

(gg) Hasbro, Inc.

(v) Employment Agreement with Chris Cocks, dated January 5, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-k filed with the SEC on January 10, 2022, File No.

(w) Letter Agreement with Eric Nyman, dated January 5, 2022.

(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 10, 2022, File No.

(x) 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.

(y) Hasbro, Inc.

Change in Control Severance Plan for Designated Senior Executives.

(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.

(z) Hasbro, Inc.

Clawback Policy.

13 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.

/s/ Richard S.

Stoddart Date:

/s/ Christian P.

February 22, 2023

Interim Chief Executive Officer

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

/s/ Richard S.

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

/s/ Christian P.

Cocks Chief Executive Officer February 22, 2023

/s/ Deborah M.

Thomas Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 22, 2023

Leinbach Chair of the Board of Directors February 23, 2022

/s/ Richard S.

Stoddart Chair of the Board of Directors February 22, 2023

/s/ Kenneth A.

4 unchanged sentences

/s/ Lisa Gersh Director February 22, 2023

/s/ Elizabeth Hamren Director February 22, 2023

Elizabeth Hamren

/s/ Blake Jorgensen Director February 22, 2023

Blake Jorgensen

Leinbach Director February 22, 2023

/s/ Edward M.

2 unchanged sentences

Richie Director February 22, 2023

/s/ Richard S.

Stoddart Director February 23, 2022

/s/ Mary Beth West Director February 22, 2023

3 unchanged sentences

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