Files Definitive Proxy Materials
Urges Shareholders to Vote on WHITE Proxy
Card
Hasbro, Inc. (NASDAQ: HAS) (“Hasbro” or the “Company”), a global
play and entertainment company, today announced that it has filed
its definitive proxy statement and WHITE proxy card with the U.S.
Securities and Exchange Commission (“SEC”) in connection with the
Company’s 2022 annual meeting of shareholders (the “2022 Annual
Meeting”) to be held on June 8, 2022. All Hasbro shareholders of
record as of the close of business on April 12, 2022 will be
entitled to notice of, and to vote at, the 2022 Annual Meeting. The
Company’s Board of Directors (the “Board”) also issued the
following letter to Hasbro shareholders in connection with the
filing.
For information about the 2022 Annual Meeting, please visit:
www.HasbroGamePlan.com.
The full text of the letter follows.
April 25, 2022
Dear Fellow Shareholder:
As a Hasbro investor, you face a critical decision at the
Company’s annual meeting of shareholders to be held on June 8,
2022. Your vote is more important than ever this year. A hedge fund
named Alta Fox Opportunities Fund, LP (together with its
affiliates, “Alta Fox”), which only recently acquired shares in
Hasbro, is attempting to install five dissident director nominees
who lack any relevant industry expertise to push an agenda to spin
off the Wizards of the Coast business (“Wizards”). We believe this
proxy fight is ill-timed, Alta Fox’s agenda will not create value
for shareholders and its nominees offer no beneficial experience to
Hasbro’s Board or the Company.
Chris Cocks, who became CEO only eight weeks ago, doubled the
size of the Wizards business over a three-year period from 2018 to
2021 (two years faster than our initial target) in his role as its
president and chief operating officer. Chris’s track record and
gameplan that led to the success at Wizards ideally
position him to lead and execute the optimal strategy for
creating long-term shareholder value by growing Hasbro’s world
class portfolio of assets across multiple play and entertainment
categories. We firmly believe it is in your best interests, as
a shareholder, to give him an opportunity to execute his gameplan
and drive the performance of Hasbro as a whole. Hasbro’s diverse
and experienced Board, recently enhanced with the additions of Liz
Hamren and Blake Jorgensen, is best positioned to support Chris,
the management team and employees of Hasbro to drive value creation
for the benefit of all our shareholders.
Alta Fox’s campaign, which began just days after the passing of
our long-time CEO Brian Goldner, is a distraction at a time when
our new CEO should be given a chance to focus solely on our
business for the benefit of all our stakeholders. Hasbro welcomes
shareholder engagement, and upon request from Alta Fox, we met with
them on numerous occasions as described in our proxy statement.
Through this engagement, it became obvious to us that Alta Fox
lacks an understanding of Hasbro’s business, including, most
significantly, Wizards. Alta Fox proposed a spin-off of Wizards
that would not create value and illustrated clear misunderstandings
of our significant investment (over $1 billion in the last five
years), support from the Board in growing the Wizards business
(150% growth in MAGIC: THE GATHERING alone in the last five years),
benefits Wizards receives from being part of Hasbro and the ability
of our Brand Blueprint strategy to drive the future performance of
Wizards and the entirety of Hasbro’s business.
Hasbro’s Board of Directors operates with
the best interests of ALL shareholders in mind as evidenced by the
thorough succession planning process that identified Chris Cocks as
Hasbro’s new CEO
Robust succession planning is an ongoing point of focus for the
Board. The Board regularly considers internal and external
candidates as part of its extensive and thoughtful executive
succession planning process with the goal of identifying and
placing the best long-term leaders for Hasbro. This process allowed
us to act definitively and quickly to appoint Chris Cocks – the
change agent who doubled the Wizards business over a three-year
period – as our new CEO.
Chris’s specific combination of expertise in both the Wizards
business and the next generation of gaming makes him ideally
positioned to develop, in conjunction with the Board, the strategy
for the future of Hasbro. The Board fully supports Chris and
believes that, given the opportunity to execute with such support,
his forward-looking, consumer-focused strategy and gameplan will
help create and drive long-term shareholder value in the best
interests of ALL shareholders.
There is no doubt that Chris will apply the growth
orientation and capital discipline that he successfully
demonstrated during his time at Wizards to the rest of the Hasbro
business along with his focus on games, multi-generational play and
entertainment and direct to consumer. Chris is in the early days of
refining the fundamental gameplan he used at Wizards to pursue
long-term growth opportunities across the full Company, and we
believe the actions and agenda of Alta Fox will only impair that
progress to the detriment of all shareholders.
Hasbro has invested over $1 billion in
Wizards in the last 5 years alone and a spin-off would not create
value for shareholders
Alta Fox’s claim that Wizards has suffered as part of Hasbro and
is starved of resources could not be further from the truth.
Over the past five years, the Board has supported Hasbro’s
investment of more than $1 billion in Wizards, driving 150% growth
in MAGIC: THE GATHERING alone and positioning the Company for
continued and outsized growth across tabletop and digital gaming.
As a result of this investment, Wizards has achieved phenomenally
profitable growth through player expansion, new games and new IP.
This is evident in our full-year 2021 results, which showed Wizards
revenue increased 42% to $1.28 billion. The Board has been a key
support for Chris in the performance he and the Wizards teams have
delivered over the last six years and the Board has consistently
pushed to be more aggressive in Wizards’ growth plans.
The Brand Blueprint maximizes the value of Wizards by expanding
the reach and opportunity of its iconic IP into new channels,
enhancing the number of ways our current fans can experience and
enjoy these beloved brands and reaching new players across a
holistic suite of brand executions, storytelling experiences and
personal connections. For example, our upcoming MAGIC: THE
GATHERING Netflix series and the theatrical release of the
blockbuster DUNGEONS & DRAGONS: HONOR AMONG THIEVES feature
film in 2023 – both of which will be supported by robust consumer
products offerings – are strong testaments to the strength of our
current Brand Blueprint strategy and demonstrate just the start of
what we can achieve when we take Wizards’ brands across the
Blueprint flywheel.
Our Board has independently and carefully considered the
appropriateness of a spin-off of Wizards and found that a
spin-off of Wizards would not create value for all
shareholders. In our view it would limit growth and result in
meaningful missed strategic and financial opportunities for both
Wizards and the Hasbro business overall, in contrast to Alta Fox’s
thesis.
In reviewing Alta Fox’s proposal for a Wizards spin-off, the
Board noted that Alta Fox’s analysis assumed a significant multiple
expansion for Wizards through reference to fundamentally flawed and
inappropriate benchmarks that should not be used as a basis for
strategic decision-making. Moreover, Alta Fox’s analysis fails to
account for significant, quantifiable dis-synergies that would
result from a separation, including the shift from an owned to a
third-party content creation model, duplicative overhead costs and
the material cost of executing a spin-off. Alta Fox also fails to
account for the impact of non-quantifiable dis-synergies, including
missed opportunities to maximize the full value of Wizards IP
through Hasbro’s other capabilities.
Hasbro maintains a firm and ongoing
commitment to Board refreshment and has one of the most diverse
Boards in the S&P 500
Board refreshment has been and will continue to be an ongoing
priority for us. We are always looking to find the best
candidates that bring relevant expertise to help guide Hasbro’s
leadership to deliver strong shareholder returns. We regularly
engage with our shareholders to hear their viewpoints regarding our
Board and broader corporate strategy. Importantly, our recent
appointments of Liz Hamren and Blake Jorgensen marked the
culmination of a thoughtful and fulsome search for new, highly
qualified director candidates that began even before Brian
Goldner’s passing. Liz and Blake bring strong expertise in the
areas relevant to Hasbro’s future, including digital gaming and
capital allocation, and will add valuable perspectives and
skillsets to the Board.
Hasbro is a leader in its commitment to good corporate
governance, shareholder engagement and maintaining a diversity of
opinion and expertise on the Board. Our highly qualified and
experienced Board consists of 13 directors, 12 of whom are
independent and more than half of whom are women or ethnically
diverse. The additions of Liz and Blake are a great example of
the Board’s commitments in action and directly reflect the feedback
we heard from our shareholders to add additional expertise in
digital gaming, technology and capital allocation.
To address one specific misconception from Alta Fox, we want to
clarify that, effective as of his retirement from the Board in May
2021 and as a result of his vast expertise in our business and
industry, Alan Hassenfeld was designated as Chairperson Emeritus.
The Chairperson Emeritus is not a member of the Board of
Directors. Alan does not vote on Board matters or sit on Board
committees, and he has no voting power or other authority to manage
our business affairs.
Our track record of Board refreshment speaks for itself.
With the recent additions of Liz and Blake, and with the
appointment of Chris as part of the CEO transition, we have added
three new perspectives to the Board since the beginning of the
year. Overall, we have added six new directors since 2016,
replacing six departing directors since 2017. We also have
plans to reduce the size of our Board in the near term, while
allowing for continuity and transition time for our new Board
members. Specifically, we expect to reduce the Board by one member
by the 2023 annual shareholders meeting and another member by the
year following, resulting in an 11-member Board by the 2024 annual
shareholders meeting.
Our Board’s expertise and experience is
directly relevant to overseeing Hasbro’s world class portfolio of
assets across multiple play and entertainment categories
Alta Fox is pushing a board slate with experience and
qualifications that are insufficient and irrelevant to Hasbro’s
core in digital gaming, consumer products and entertainment. Alta
Fox has also misleadingly claimed that our Board does not have
enough gaming and technology experience, so we would highlight the
following Hasbro directors in particular:
- Hope Cochran contributes significant gaming experience from
the more than 20 years she has spent as a senior financial
executive in the digital gaming and other industries, including
as Chief Financial Officer of King Digital Entertainment, the
creator of Candy Crush and other successful mobile games.
- Ken Bronfin and Michael Burns add significant expertise in
interactive media and digital businesses through experiences
leading and growing innovative global content platforms as well as
spearheading strategic investments and acquisitions in the digital
content and media industries.
- Recent additions, Liz Hamren and Blake Jorgensen, bring
exceptional experience in gaming, corporate leadership, finance,
consumer products, technology, strategic growth and capital
allocation through C-suite leadership roles at digital gaming
companies. They are proven, experienced leaders who will bring
tremendous incremental value and critical thinking to Hasbro’s
Board.
A majority of our Board members, including Chris Cocks, Lisa
Gersh, Liz Hamren, Blake Jorgensen, Ted Philip, Rich Stoddart, Mary
Beth West and Linda Zecher Higgins have deep experience in consumer
businesses, in direct contrast to the Alta Fox nominees, as further
discussed below.
Alta Fox’s nominees lack corporate and
business experience across consumer products, entertainment and
gaming, all of which are critical to Hasbro’s long-term
success
It is no surprise that Alta Fox’s nominees have limited
qualifications related to Hasbro’s long-term success since Alta
Fox’s stated goal is to push a spin-off of Wizards that would not
create value. Shareholders should be concerned that if any of
Alta Fox’s nominees were added to the Board, they would only serve
to disrupt and distract the Company from executing its strategic
plans for the future of Hasbro. Not one of the dissident
nominees brings relevant expertise to support Chris in his new
position as CEO, and their nominations show that Alta Fox’s
interests are not aligned with Chris’ vision for the Company.
- Matthew Calkins, in his role as founder and CEO of Appian, has
a history of shareholder unfriendly governance practices. Appian
maintains a dual class share structure in which Mr. Calkins
controls 77% of the voting power. Furthermore, Appian’s stock price
has fallen 79% since its January 2021 peak.1 At the same time, Mr.
Calkins has told the media that he does not pay attention to
Appian’s stock price, stating, “I don’t take it seriously and I
don’t think anybody should. Stock prices move up and down.”
- Jon Finkel has absolutely no experience in leadership roles at
corporate companies. He is first and foremost a gamer and fan and
does not have experience in driving growth and strategic value at
digital gaming companies, smartly allocating capital or delivering
returns for shareholders. We welcome his passion for our products,
but passion for a couple of product lines does not qualify him to
sit on our Board.
- Marcelo Fischer primarily brings legacy telecommunications and
personal care experience – neither of which are relevant to
Hasbro’s business model nor the omni-channel storytelling strategy
so central to our success. Based on his previous company
experience, where he participated in numerous spin-offs as senior
vice president – finance (not as CFO), we can only expect that Mr.
Fischer will advocate for the Wizards spin-off proposal being
pushed by Alta Fox that would not create value.
- Rani Hublou’s background is narrowly limited to marketing in
the enterprise software space, and she has no experience in
consumer businesses, which makes her credentials entirely
irrelevant for Hasbro’s core audience and fan segments. Ms. Hublou
brings no qualifications in consumer businesses focused on gaming,
entertainment or consumer products to the Board.
- Carolyn Johnson’s experience is strictly limited to insurance
and financial services. She has no experience leading or growing
consumer businesses, and brings no relevant expertise in gaming,
consumer products or entertainment.
The Brand Blueprint is a widely accepted and
emulated business model and under this strategy, Hasbro has
delivered exceptional growth and strong, long-term returns both on
an absolute basis and relative to our closest competitors
The Brand Blueprint is increasingly becoming the model for
success today, and other IP owners are now emulating it, including
competitors such as Mattel, to whom Alta Fox regularly compares
us.
Alta Fox has cherry picked its numbers and refuses to
acknowledge that despite recent challenges, including the
disruptive industry-wide impacts of the COVID-19 pandemic, Hasbro
has delivered strong returns for our shareholders over the long
term.
Since the Brand Blueprint strategy was instituted in 2008,
Hasbro’s total shareholder return (“TSR”) has outpaced the S&P
500 Consumer Durables & Apparel Index (279% versus 245%).2
Since Alta Fox wants to compare us to Mattel, in that same
timeframe, Hasbro has delivered more than double Mattel’s TSR on an
annualized basis (10% versus 4.1%) and ~3.7x on an aggregate basis
(279% versus 76%).
Up to the start of the COVID-19 pandemic, our relative TSR
results are even stronger. Hasbro’s TSR of 296% up until the
beginning of COVID outperformed both the S&P 500 (212%) and
S&P 500 Consumer Durables (208%).3 Mattel experienced around 1%
TSR over that same period.
In addition, we urge shareholders to look at the performance
Chris has driven at Wizards over the last six years, with the
support of the Board, and ask themselves if they should at least
afford him the opportunity to execute his vision for Hasbro.
Alta Fox is pushing for the formation of a
capital allocation committee, whose role would de facto duplicate
that of our existing Finance Committee
Alta Fox wants you to believe that the Board is not focused on
capital allocation, which shows another lack of understanding of
our business. Hasbro has a long-established Board Finance
Committee, which assists the Board in overseeing the Company’s
annual and long-term financial plans, capital structure, use of
funds, investments, financial and risk management and proposed
significant acquisitions and other transactions. The
Finance Committee’s mandate is to ensure disciplined capital
allocation and that all capital allocation decisions are in the
best interests of shareholders. This Committee is Chaired by
Mary Beth West and comprised of Board members Michael Burns, Hope
Cochran, Tracy Leinbach and most recently, Blake Jorgensen.
Reject the Alta Fox Nominees – Vote FOR
Hasbro’s Board of Directors
The Board is fully aligned behind Chris Cocks in his leadership
role and looks forward to helping him plan and execute Hasbro’s
long-term corporate strategy, as the Board has supported him in
executing the Wizards’ strategy over the last six years.
We are very disappointed that Alta Fox continues to be more
interested in chasing headlines and making a name for its founder
and fund than engaging constructively. It has used a cherry-picked
narrative that is not representative of the actions our Board has
taken to try to constructively and quickly resolve this matter in
the best interests of all shareholders.
Alta Fox’s analytical errors, weak candidate slate, demonstrated
misunderstanding of our business and attempts to push the Hasbro
Board and management team into a settlement, including in advance
of the appointment of a successor CEO, are emblematic of an overall
approach that will create a distraction, rather than drive
thoughtful decision-making by a new CEO with a strong track record
of value creation.
Having held his role for less than two months, Chris has not yet
been able to show the full potential of his vision for the Company
or apply the proven track record of growth and value creation that
he demonstrated during his leadership of Wizards to Hasbro. We
encourage shareholders to support Chris in executing in his new
role, employing the Wizards gameplan at Hasbro and enacting his
vision, along with the full support of our highly skilled, diverse,
proven and recently refreshed Board.
VOTE THE WHITE PROXY CARD TODAY
The Board of Directors of Hasbro recommends shareholders vote
“FOR ALL” the nominees proposed by the Hasbro Board at the upcoming
annual meeting on the WHITE proxy card. Hasbro shareholders of
record as of the close of business on April 12, 2022 will be
entitled to notice of, and to vote at, the annual meeting. As a
reminder, due to our continued safety precautions, our annual
meeting will be held virtually at 9:00 a.m. Eastern Time on June 8,
2022 at www.cesonlineservices.com/has22_vm, and we will not be
meeting in person. Shareholders are not required to participate in
our virtual meeting to vote on the proposals. Hasbro urges
shareholders to vote their shares in advance of the annual meeting
by one of the methods described in the proxy statement.
Shareholders should NOT sign, return or vote any gold proxy card
sent to you by Alta Fox. Only the latest dated proxy card will
count at Hasbro’s 2022 Annual Meeting. Hasbro’s Board urges
shareholders to DISCARD all gold proxy cards and materials sent to
you by Alta Fox.
Shareholders who have any questions or need assistance voting
may contact the Company’s proxy solicitors, Innisfree M&A
Incorporated, toll-free at 1 (877) 825-8971, or Morrow Sodali LLC,
toll-free at 1 (800) 662-5200.
Thank you for your continued support of Hasbro.
Sincerely,
The Hasbro Board of Directors
About Hasbro
Hasbro (NASDAQ: HAS) is a global play and entertainment company
committed to making the world a better place for all children, fans
and families. Hasbro delivers immersive brand experiences for
global audiences through consumer products, including toys and
games; entertainment through eOne, its independent studio; and
gaming, led by the team at Wizards of the Coast, an award-winning
developer of tabletop and digital games best known for fantasy
franchises MAGIC: THE GATHERING and DUNGEONS & DRAGONS.
The company’s unparalleled portfolio of approximately 1,500
brands includes MAGIC: THE GATHERING, NERF, MY LITTLE PONY,
TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, DUNGEONS &
DRAGONS, POWER RANGERS, PEPPA PIG and PJ MASKS, as well as premier
partner brands. For the past decade, Hasbro has been consistently
recognized for its corporate citizenship, including being named one
of the 100 Best Corporate Citizens by 3BL Media and one of the
World’s Most Ethical Companies by Ethisphere Institute. Important
business and brand updates are routinely shared on our Investor
Relations website, Newsroom and social channels (@Hasbro on
Twitter, Instagram, Facebook and LinkedIn.)
© 2022 Hasbro, Inc. All Rights Reserved.
Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements may be accompanied by such
words as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“forecast,” “intend,” “may,” “plan,” “potential,” “project,”
“target,” “will” and other words and terms of similar meaning.
Among other things, these forward-looking statements may include
statements concerning: the impact and contributions of our new
director appointments, and our ability to achieve our financial and
business plans, goals and objectives, including achieving long-term
sustainable profitable growth and long-term value for shareholders.
Specific factors that might cause such a difference include those
risks detailed from time to time in Hasbro’s filings with the SEC.
The statements contained herein are based on Hasbro’s current
beliefs and expectations and speak only as of the date of this
communication. Except as may be required by law, Hasbro does not
undertake any obligation to make any revisions to the
forward-looking statements contained in this communication or to
update them to reflect events or circumstances occurring after the
date of this communication. You should not place undue reliance on
forward-looking statements.
Additional Information and Where to
Find It
Hasbro has filed with the SEC a definitive proxy statement on
Schedule 14A on April 25, 2022, containing a form of WHITE proxy
card, and other relevant documents with respect to its solicitation
of proxies for Hasbro’s 2022 annual meeting of shareholders (the
“2022 Annual Meeting”). INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) FILED BY HASBRO AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
ANY SOLICITATION. Investors and security holders may obtain copies
of these documents and other documents filed with the SEC by Hasbro
free of charge through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed by Hasbro are also
available free of charge by accessing Hasbro’s website at
www.hasbro.com.
Participants to the Solicitation
Hasbro, its directors and executive officers and other members
of management and employees may be deemed to be participants in the
solicitation of proxies with respect to a solicitation by Hasbro in
connection with matters to be considered at the 2022 Annual
Meeting. Information about Hasbro’s executive officers and
directors, including information regarding the direct and indirect
interests, by security holdings or otherwise, is available in
Hasbro’s definitive proxy statement for the 2022 Annual Meeting,
which was filed with the SEC on April 25, 2022. To the extent
holdings of Hasbro securities reported in the definitive proxy
statement for the 2022 Annual Meeting have changed, such changes
have been or will be reflected on Statements of Change in Ownership
on Forms 3, 4 or 5 filed with the SEC. These documents are or will
be available free of charge at the SEC’s website at
www.sec.gov.
HAS-IR HAS-C
1 From 1/27/2021 through 4/22/2022 2 From 5/22/2008 through
4/22/2022 3 From 5/22/2008 through 2/19/2020
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version on businesswire.com: https://www.businesswire.com/news/home/20220424005104/en/
Investors: Debbie Hancock | Hasbro, Inc. | (401) 727-5401 |
debbie.hancock@hasbro.com Media: Carrie Ratner | Hasbro, Inc. |
(401) 556-2720 | carrie.ratner@hasbro.com
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