Schedule 14a information


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Q:

 

Can I change my vote or revoke my proxy?

 

 

 

A:

 

You may change your proxy instructions at any time prior to the vote at the Meeting. For shares held directly in your name, you may accomplish this by granting another proxy that is properly signed and bears a later date, by sending a properly signed written notice to the Secretary of the Company or by attending the Meeting and voting in person. To revoke a proxy previously submitted by telephone or through the Internet, you may simply vote again at a later date, using the same procedures, in which case your later submitted vote will be recorded and your earlier vote revoked. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares held beneficially by you, you may change your vote by submitting new voting instructions to your broker or nominee.

 

 

 

Q:

 

What does it mean if I receive more than one proxy or voting instruction card?

 

 

 

A:

 

It means your shares are registered differently or are held in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

 

 

 

Q:

 

Where can I find the voting results of the Meeting?

 

 

 

A:

 

We will announce preliminary voting results at the Meeting and publish final results in our quarterly report on Form 10-Q for the second quarter of fiscal 2006. We also plan to issue a current report on Form 8-K within a few days of the Meeting with the final voting results.

 

 

 

Q:

 

What is the quorum for the Meeting?

 

 

 

A:

 

Holders of record (the “Shareholders”) of the Common Stock on April 3, 2006 are entitled to vote at the Meeting or any adjournments thereof. As of that date there were 174,450,518 shares of Common Stock outstanding and entitled to vote and a majority of the outstanding shares will constitute a quorum for the transaction of business at the Meeting. Abstentions and broker non-votes are counted as present at the Meeting for purposes of determining whether there is a quorum at the Meeting. A broker non-vote occurs when a broker holding shares for a customer does not vote on a particular proposal because the broker has not received voting instructions on the matter from its customer and is barred by stock exchange rules from exercising discretionary authority to vote on the matter.

 

 

 

Q:

 

How do participants in the Hasbro Retirement Savings Plan vote their shares?

 

 

 

A:

 

If your account in the Hasbro Retirement Savings Plan has units of the Hasbro Stock Fund, the accompanying proxy card indicates the number of shares of Common Stock beneficially owned by you under the Retirement Savings Plan. When a participant proxy card is returned properly signed and completed, Fidelity Management Trust Company (the “Trustee”) will vote the participant’s shares in the manner directed by the participant. If the participant makes no directions, the Trustee will not vote the shares.

 

 

 

Q:

 

What happens if I have consented to electronic delivery of the proxy statement and other annual meeting materials?

 

 

 

A:

 

If you have consented to electronic delivery of the annual meeting materials you will receive an email notice with instructions on how to access the proxy statement and annual report on the Company’s website, and in the case of the proxy card, on Computershare’s website. The notice will also inform you how to vote your proxy over the Internet. You will receive this email notice at approximately the same time paper copies of the annual meeting materials are mailed to shareholders who have not consented to receive materials electronically. Even if you have consented to electronic delivery of the annual meeting materials, you may still receive a paper copy of the notice of the annual meeting. Your consent to receive the annual meeting materials electronically will remain in effect until you specify otherwise.

 

 

 

Q:

 

If I am a shareholder of record how do I consent to receive my annual meeting materials electronically?

 

 

 

A:

 

Shareholders of record that choose to vote their shares via the Internet will be asked to choose a delivery preference prior to voting their shares. After entering the access information requested by the electronic voting site, click “Login” and then respond as to whether you would like to receive proxy material via electronic delivery. If you would like to receive future proxy materials electronically click “Yes” and then

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enter and verify your current e-mail address. If you do not wish to choose the electronic delivery option, make sure the “Yes” box consenting to electronic delivery is not clicked, and then click the “Continue” button to begin the voting process. During the year, shareholders of record may sign up to receive their annual meeting materials electronically over the Internet. To sign up registered shareholders can go to the website http://www.econsent.com/has. Shareholders of record with multiple Hasbro accounts will need to consent to electronic delivery for each account separately.

 

ELECTION OF DIRECTORS
 

(Proposal No. 1)

 

Twelve directors are to be elected at the Meeting. All of the directors elected at the Meeting will serve until the 2007 Annual Meeting of Shareholders (the “2007 Meeting”), and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

 

The Board has recommended as nominees for election as directors to serve until the 2007 Meeting the persons named in the table below. All of the nominees are currently directors of the Company. The Company is saddened to report that Eli J. Segal, a valued member of the Board and trusted advisor to the Company, passed away in early 2006. The shareholders are not being asked to elect a thirteenth director at the Meeting and the proxies cannot be voted for more than twelve directors at the Meeting.

 

Unless otherwise specified in the accompanying proxy card, the shares voted pursuant thereto will be cast for the persons named below as nominees for election as directors. If, for any reason, any of the nominees named below should be unable to serve as a director, it is intended that such proxy will be voted for the election, in his or her place, of a substituted nominee who would be recommended by management. Management, however, has no reason to believe that any nominee named below will be unable to serve as a director.

 

The following tables set forth as to each nominee for election at the Meeting: (i) his or her age; (ii) all positions and offices with the Company; (iii) principal occupation or employment during the past five years; (iv) other directorships of publicly held companies or investment companies; and (v) period of service as a director of the Company. Except as otherwise indicated, each person has had the same principal occupation or employment during the past five years.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Positions with Company,


 

Has Been


 

 

 

 

Principal Occupation and


 

A Director


Name

 

Age

 

Other Directorships

 

Since

 

 

 

 

 

 

 

 

 

 

 

Nominees for Terms Expiring in 2007

 

 

 

 

 

 

Basil L. Anderson

 

 

61

 

 

Vice Chairman, Staples, Inc. (office supply company) from 2001 until March 2006. Prior thereto, Executive Vice President — Finance and Chief Financial Officer of Campbell Soup Company (consumer products company) since 1996. Director of Becton, Dickinson and Company, CRA International, Inc., Moody’s Investors Service, Inc. and Staples, Inc.

 

 

2002

 

Alan R. Batkin

 

 

61

 

 

Vice Chairman, Kissinger Associates, Inc. (strategic consulting firm) since 1990. Director of Diamond Offshore Drilling, Inc., Overseas Shipholding Group, Inc. and Cantel Medical Corp. Mr. Batkin also serves on the boards of funds within the Merrill Lynch IQ Investment Advisors Fund family.

 

 

1992

 

Frank J. Biondi, Jr. 

 

 

61

 

 

Senior Managing Director, WaterView Advisors LLC (private equity fund specializing in media) since 1999. Director of Amgen, Inc., Cablevision Systems Corp., Harrah’s Entertainment, Inc., The Bank of New York and Seagate Technology.

 

 

2002

 
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