Background to the Solicitation
The summary below details the significant contacts between the Company and Alta Fox. This summary does not purport to catalogue every conversation of or among members of
the Board, the Companys management, the Companys advisors, representatives of Alta Fox and their advisors relating to the Alta Fox solicitation.
On
October 27, 2021, an employee of Alta Fox, an investment firm not previously known by Hasbro to be a shareholder, contacted members of the Hasbro investor relations team to learn more about the Hasbro business.
On November 1, 3 and 17, 2021, Debbie Hancock, Senior Vice President, Investor Relations of Hasbro, and other members of the Hasbro investor relations team had
further conversations and communications with Connor Haley, Managing Partner of Alta Fox, and another Alta Fox employee to answer additional questions from Alta Fox about Hasbros business, including questions regarding Wizards of the Coast,
capital allocation and other financial aspects of the business.
Following those conversations, multiple times during November and early December, Ms. Hancock
provided additional responses to questions from an Alta Fox employee via multiple emails.
On December 8, 2021, Ms. Hancock spoke to Mr. Haley at
Mr. Haleys request. During this conversation, Mr. Haley presented a slide deck setting forth Alta Foxs investment thesis, including, among other things, Alta Foxs views on the Brand Blueprint strategy and a potential
separation of Wizards of the Coast. During this meeting, Mr. Haley requested a meeting with the full Board of Hasbro. Ms. Hancock requested certain information from Alta Fox, including its ownership level as well as a copy of its slide
deck, to enable the Board to consider Alta Foxs proposals. Mr. Haley declined to provide the requested information.
On December 17, 2021, at
Mr. Haleys request, Deborah Thomas, Hasbros Executive Vice President and Chief Financial Officer, and Ms. Hancock met virtually with Mr. Haley and other employees of Alta Fox to further discuss Alta Foxs views.
Ms. Thomas and Ms. Hancock agreed to convey Alta Foxs proposals to the Board for consideration.
Following the December 17, 2021 meeting, the
Board was provided with an update of Ms. Thomas conversations with Alta Fox. In addition to regular and special meetings of the Board, the Board received regular updates from management regarding engagement with Alta Fox during the months
from December leading up to the date of this Proxy Statement.
On December 21, 2021, Ms. Thomas emailed Mr. Haley communicating, among other things,
that the Board had been briefed on the December 17, 2021 meeting and welcomed further dialogue between Alta Fox and Hasbro. Ms. Thomas requested, on behalf of the Board, a copy of the slide deck setting forth Alta Foxs analysis so
that it could be reviewed in detail, as well as the size of Alta Foxs ownership position. Ms. Thomas also requested the contact information of Marcelo Fischer from IDT, an individual Mr. Haley had suggested she speak with to
substantiate Alta Foxs proposals regarding shareholder value creation.
On December 21, 2021, Mr. Haley emailed Ms. Thomas and, among other
things, declined to provide Alta Foxs thesis materials or details on Alta Foxs ownership stake and noted that he would reach out to Mr. Fischer to see if he would be willing to speak to Ms. Thomas. Mr. Haley also requested
a meeting with the Board or a subset thereof before year end to present Alta Foxs proposals.
Between December 21, 2021 and January 7, 2022,
Ms. Thomas and Mr. Haley exchanged emails regarding, among other things, the scheduling of additional meetings between Hasbro and Alta Fox representatives.
On January 5, 2022, following completion of the Boards CEO succession process, Hasbro announced the appointment of Chris Cocks as the Companys Chief
Executive Officer and the election of Mr. Cocks to the Companys Board, both effective February 25, 2022. At that time, Mr. Cocks served as President and Chief Operating Officer of the Wizards and Digital Gaming segment (the
Wizards Segment), a role held since 2021, and prior to that, President of Hasbros Wizards of the Coast since 2016, when he joined Hasbro from Microsoft.
On January 7, 2022, Mr. Stoddart, then interim Chief Executive Officer and a Director (now Chair of the Board), Ms. Thomas and Ms. Hancock met
virtually with Mr. Haley, during which time Mr. Haley and other Alta Fox employees elaborated on Alta Foxs views previously articulated during the December 17, 2021 meeting and also
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