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UNITED
STATES
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SECURITIES AND
EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
14A
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Proxy Statement Pursuant to
Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ?
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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Hasbro,
Inc.
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(Name of Registrant as Specified
In Its Charter)
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(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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Aggregate number of securities to which transaction
applies:
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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The following communication was distributed by Debbie Hancock,
Senior Vice President, Investor Relations of Hasbro, Inc.
(“Hasbro”), to certain employees of Hasbro on May 5, 2022.
Dear Hasbro Colleague,
We are writing to explain to you some of the basic voting
mechanics you should be aware of for this year’s Annual Meeting of
Shareholders taking place on Wednesday, June 8, 2022. As you
are likely aware, we are facing a proxy contest against an activist
investor, Alta Fox, which is seeking to replace three members of
Hasbro’s Board of Directors. Both the Company and Alta Fox are
actively soliciting votes from Hasbro’s shareholders, including our
employees who are also investors. The Company is soliciting votes
in support of our existing 13 members of the Hasbro Board using a
WHITE proxy card, and Alta Fox is soliciting votes for its three
nominees using a separate proxy card with a gold stripe (referred
to as a “gold proxy card”).
You May Receive Multiple Solicitations
Unlike in prior years, due to the proxy contest, you may
receive – or may have already received – mailed proxy solicitation
materials, including proxy cards, and emails, such as from Morgan
Stanley or another broker, and phone calls from multiple proxy
solicitors representing the Company or Alta Fox directly soliciting
your votes. Your Board recommends that you only vote your
WHITE proxy card to support your Board and management team.
And, we recommend that you do not engage with anyone asking
you to vote on the gold proxy card as that card is used to support
Alta Fox.
How to Support Management
Please support your Board
and management team by voting “FOR ALL” of the Board’s nominees on
the WHITE proxy card that has been sent out by
Hasbro. Your Board does not endorse any of Alta Fox’s
three nominees and strongly urges you to discard and NOT sign or
return any gold proxy card sent to you by Alta Fox or Okapi
Partners LLC, its proxy solicitor. Only the latest-dated proxy card
that you vote on will count. If you have already submitted a gold
proxy card, or if you are unsure of how you have previously voted,
you can vote again on the
Company’s WHITE proxy card.
How to Vote
Voting is easy by Internet, phone or mail, and early voting
helps the Company. We’ve provided instructions on how to vote for
Hasbro on the WHITE proxy card in our proxy statement and
in our solicitation materials. Please be on the lookout for these
communications from us as we keep you informed throughout this
annual meeting period. If you have any questions, do not hesitate
to reach out to Debbie Hancock or 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. For more
information on Hasbro’s response to Alta Fox, visit
www.HasbroGamePlan.com.
We appreciate your continued focus and thank you for your
support and urge you all to get
out there and vote FOR ALL Hasbro directors on the WHITE proxy card
as soon as possible!
Regards,
Debbie Hancock
Senior Vice President, Investor Relations
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.