19 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: 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 25, 2022 and December 26, 2021, 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 25, 2022, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February 22, 2023 expressed an unqualified opinion on those consolidated financial statements.
+Added: 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 31, 2023 and December 25, 2022, the related consolidated statements of operations, comprehensive earnings, shareholders’ equity and redeemable noncontrolling interests, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February 28, 2024 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
20 unchanged sentences
Other Information.
+Added: Trading Plans
+Added: During the period ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) and (c) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
40 unchanged sentences
Plan of Acquisition
−Removed: (a) Arrangement Agreement by and among Hasbro, Inc., 11573390 Canada Inc.
−Removed: and eOne, dated as of August 22, 2019.
−Removed: (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2019, File No.
+Added: (a) Equity Purchase Agreement, dated as of August 3, 2023, by and among Hasbro, Inc., Lions Gate Entertainment Corp., Lions Gate Entertainment Inc.
+Added: and Lions Gate International Motion Pictures S.à.r.l.
+Added: (Incorporated by reference to Exhibit 2.01 to the Company’s Current Report on Form 8-K filed August 7, 2023, File No.
Articles of Incorporation and Bylaws
43 unchanged sentences
(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 24, 2019, File No.
−Removed: (b) Form of Commercial Paper Deal Agreement.
+Added: First Amendment to Second Amended and Restated Revolving Credit Agreement, dated April 12, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 14, 2023, File No.
+Added: Second Amendment to the Second Amended and Restated Revolving Credit Agreement, dated August 3, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 7, 2023, File No.
+Added: Third Amended and Restated Revolving Credit Agreement, dated September 5, 2023, by and among Hasbro, Inc., Hasbro SA, 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 September 6, 2023, File No.
+Added: Form of Commercial Paper Deal Agreement.
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 28, 2011, File No.
−Removed: (c) Form of Issuing and Paying Agent Agreement.
+Added: Form of Issuing and Paying Agent Agreement.
(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 28, 2011, File No.
−Removed: (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.
+Added: 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.
+Added: First Amendment to Term Loan Agreement, dated April 12, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed April 14, 2023, File No.
+Added: Second Amendment to Term Loan Agreement, dated August 3, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 7, 2023, File No.
Executive Compensation Plans and Arrangements
−Removed: (e) Form of Director’s Indemnification Agreement.
+Added: 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.
−Removed: (f) Hasbro, Inc.
−Removed: Deferred Compensation Plan for Non-Employee Directors.
−Removed: (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.
−Removed: (g) First Amendment to Hasbro, Inc.
−Removed: Deferred Compensation Plan for Non-Employee Directors, dated April 15, 2003.
−Removed: (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.
−Removed: (h) Second Amendment to Hasbro, Inc.
−Removed: Deferred Compensation Plan for Non-Employee Directors, dated July 17, 2003.
−Removed: (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.
−Removed: (i) Third Amendment to Hasbro, Inc.
−Removed: Deferred Compensation Plan for Non-Employee Directors, dated December 15, 2005.
−Removed: (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.
−Removed: (j) Fourth Amendment to Hasbro, Inc.
−Removed: Deferred Compensation Plan for Non-Employee Directors, dated October 3, 2007.
−Removed: (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.
(k) Hasbro, Inc.
+Added: Amended and Restated Deferred Compensation Plan for Non-Employee Directors.
+Added: (l) 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.
−Removed: (l) First Amendment to Hasbro, Inc.
+Added: (m) 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.
−Removed: (m) Second Amendment to Hasbro, Inc.
+Added: (n) 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.
−Removed: (n) Form of 2022 Stock Option Agreement under the Hasbro, Inc.
+Added: (o) Third Amendment to Hasbro, Inc.
Restated 2003 Stock Incentive Performance Plan.
+Added: (Incorporated by reference to Appendix C to the Company’s definitive proxy statement for its 2023 Annual Meeting of Shareholders, File No.
+Added: (p) Form of 2023 Stock Option Agreement under the Hasbro, Inc.
+Added: 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 31, 2023, File No.
−Removed: (o) Form of 2021 Restricted Stock Unit Agreement under the Hasbro, Inc.
−Removed: 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.
−Removed: (p) Form of 2022 Restricted Stock Unit Agreement under the Hasbro, Inc.
+Added: (q) Form of 2023 Restricted Stock Unit Agreement 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 31, 2023, File No.
−Removed: (q) Form of 2022 Contingent Stock Performance Award under the Hasbro, Inc.
+Added: (r) Form of 2023 Contingent Stock Performance Award under the Hasbro, Inc.
Restated 2003 Stock Incentive Performance Plan (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, File No.
−Removed: (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.
−Removed: (s) Hasbro, Inc.
+Added: (t) 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.
−Removed: (t) First Amendment to Hasbro, Inc.
+Added: (u) 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.
−Removed: (u) Hasbro, Inc.
+Added: (v) Hasbro, Inc.
2023 Performance Rewards Program.
−Removed: (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.
−Removed: (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.
−Removed: (w) Letter Agreement with Eric Nyman, dated January 5, 2022.
−Removed: (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.
−Removed: (x) Employment Agreement with Darren Throop, dated March 22, 2017 as amended.
−Removed: (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.
−Removed: (y) Hasbro, Inc.
−Removed: Change in Control Severance Plan for Designated Senior Executives.
−Removed: (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.
−Removed: (z) Hasbro, Inc.
−Removed: Clawback Policy.
−Removed: (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated as of October 11, 2012, File No.
+Added: (w) 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.
+Added: (x) Letter Agreement with Gina Goetter, dated April 3, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023.
+Added: (y) Letter Agreement with Tim Kilpin, dated March 29, 2023 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023.
+Added: (z) Transitional Advisory Services Agreement, dated March 10, 2023, between Hasbro and Deborah Thomas (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 14, 2023, File No.
+Added: Change in Control Severance Plan for Designated Senior Executives, as amended.
Subsidiaries of the registrant.
Consent of KPMG LLP.
−Removed: 31.1 Certification of the Interim Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
+Added: 31.1 Certification of the 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.
−Removed: 32.1* Certification of the Interim Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.
+Added: 32.1* Certification of the 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.
+Added: Policy Relating to Recovery of Erroneously Awarded Compensation.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
23 unchanged sentences
/s/ Christian P.
−Removed: Cocks Chief Executive Officer February 22, 2023
−Removed: /s/ Deborah M.
−Removed: Thomas Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 22, 2023
+Added: Cocks Chief Executive Officer and Director
+Added: February 28, 2024
+Added: /s/ Gina Goetter
+Added: Executive Vice President and Chief Financial Officer (Duly Authorized Officer and
+Added: Principal Financial and Principal Accounting Officer)
+Added: February 28, 2024
/s/ Richard S.
Stoddart Chair of the Board of Directors February 28, 2024
−Removed: /s/ Kenneth A.
−Removed: Bronfin Director February 22, 2023
/s/ Michael R.
7 unchanged sentences
Leinbach Director February 28, 2024
−Removed: /s/ Edward M.
−Removed: Philip Director February 22, 2023
/s/ Laurel J.
5 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.