Schedule 14a information


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HASBRO, INC.

1027 Newport Avenue

Pawtucket, Rhode Island 02862

 

 

 

 

PROXY STATEMENT

2006 ANNUAL MEETING OF SHAREHOLDERS

To be held on May 25, 2006

 

 

 

 

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

 

 

 

 

Q:

 

Why am I receiving these materials?

 

 

 

A:

 

The Board of Directors (the “Board”) of Hasbro, Inc. (the “Company” or “Hasbro”) is sending these proxy materials to you on or about April 18, 2006 in connection with Hasbro’s 2006 Annual Meeting of Shareholders (the “Meeting”), and the Board’s solicitation of proxies in connection with the Meeting. The Meeting will take place at 11:00 a.m. local time on Thursday, May 25, 2006 at Hasbro’s corporate offices, 1027 Newport Avenue, Pawtucket, Rhode Island 02862. The information included in this proxy statement relates to the proposals to be voted on at the Meeting, the voting process, the compensation of Hasbro’s directors and most highly paid executive officers, and certain other required information. Hasbro’s 2005 Annual Report to Shareholders is also enclosed with this mailing.

 

 

 

Q:

 

What proposals will be voted on at the Meeting?

 

 

 

A:

 

There are three proposals scheduled to be voted on at the Meeting:

 

 

 

 

 

• Election of twelve directors.

 

 

 

 

 

• Ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2006.

 

 

 

 

 

• A shareholder proposal entitled “Hasbro, Inc.-Global Human Rights Standards.”

 

 

 

Q:

 

What shares owned by me can be voted?

 

 

 

A:

 

All shares of the Company’s common stock, par value $.50 per share (“Common Stock”) owned by you as of April 3, 2006, the record date , may be voted by you. These shares include those (1) held directly in your name as the shareholder of record , including shares purchased through Hasbro’s Dividend Reinvestment and Cash Stock Purchase Program and (2) held for you as the beneficial owner through a broker, bank or other nominee.

 

 

 

Q:

 

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

 

 

 

A:

 

Most Hasbro shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name as the shareholder of record. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

 

Shareholder of Record

 

If your shares are registered directly in your name with Hasbro’s Transfer Agent, Computershare Trust Company, N.A. (“Computershare”), you are considered, with respect to those shares, the shareholder of record , and these proxy materials are being sent directly to you by Computershare on behalf of Hasbro. As the shareholder of record , you have the right to grant your voting proxy directly to Hasbro or to vote in person at the Meeting. Hasbro has enclosed a proxy card for you to use.

 

Beneficial Owner

 

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and the proxy materials are being sent to you by your broker or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker or nominee on how to vote and are also invited to attend the Meeting. However, since you are not the shareholder of record , you may not vote these shares in person at the Meeting unless you

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receive a proxy from your broker or nominee. Your broker or nominee has enclosed a voting instruction card for you to use. If you wish to attend the Meeting and vote in person, please mark the box on the voting instruction card received from your broker or nominee and return it to them so that you can receive a legal proxy to present at the Meeting.

 

 

 

 

Q:

 

How can I attend the Meeting?

 

 

 

A:

 

You may attend the Meeting if you are listed as a shareholder of record as of April 3, 2006 and bring proof of your identification. If you hold your shares through a broker or other nominee, you will need to provide proof of your share ownership by bringing either a copy of a brokerage statement showing your share ownership as of April 3, 2006, or a legal proxy if you wish to vote your shares in person at the Meeting. In addition to the items mentioned above, you should bring proof of your identification.

 

 

 

Q:

 

How can I vote my shares in person at the Meeting?

 

 

 

A:

 

Shares held directly in your name as the shareholder of record may be voted in person at the Meeting. If you choose to do so, please bring the enclosed proxy card and proof of identification. Shares beneficially owned may be voted by you if you receive and present at the Meeting a proxy from your broker or nominee, together with proof of identification. Even if you plan to attend the Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the Meeting or are otherwise unable to attend.

 

 

 

Q:

 

How can I vote my shares without attending the Meeting?

 

 

 

A:

 

Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct your vote without attending the Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to the summary instructions below and those included on your proxy card or, for shares held in street name, the voting instruction card included by your broker or nominee.

 

 

 

 

 

By Internet — If you have Internet access, you may submit your proxy from any location in the world by following the “To vote using the Internet” instructions on the proxy card.

 

 

 

 

 

By Telephone — You may submit your proxy by following the “To vote using the Telephone” instructions on the proxy card.

 

 

 

 

 

By Mail — You may do this by marking, dating and signing your proxy card or, for shares held in street name, the voting instruction card provided by your broker or nominee, and mailing it in the enclosed, self-addressed, postage prepaid envelope. No postage is required if mailed in the United States.

 

 

 

Q:

 

How are votes counted?

 

 

 

A:

 

Each share of Common Stock entitles its holder to one vote on all matters to come before the Meeting, including the election of directors. In the election of directors, for each of the nominees you may vote “FOR” such nominee or your vote may be “WITHHELD” with respect to such nominee. For the other proposals, you may vote “FOR”, “AGAINST” or “ABSTAIN”. If you “ABSTAIN”, it has the same effect as a vote “AGAINST” the proposal.

 

 

 

 

 

If you sign your proxy card with no instructions, your shares will be voted in accordance with the recommendations of the Board with respect to the election of directors, the ratification of the selection of KPMG as the independent registered public accounting firm for 2006 and any other matters which may be considered at the Meeting for which discretionary voting is permitted. Please note that, as is described below, this does not apply to any units of the Hasbro Stock Fund which you hold in Hasbro’s Retirement Savings Plan.

 

 

 

 

 

With respect to the “Hasbro, Inc. — Global Human Rights Standards” shareholder proposal, discretionary voting authority is not permitted. For this proposal proxy cards which are signed without instructions will not be voted.
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