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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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computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
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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
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On May 9, 2022, Hasbro, Inc. (“Hasbro”) issued the following
press release in connection with Hasbro’s 2022 annual meeting of
shareholders, which contains a copy of a letter to shareholders
issued by Hasbro’s Board of Directors.
FOR IMMEDIATE RELEASE
Hasbro Board of
Directors Issues Letter to Shareholders
Urges
Shareholders to Vote on WHITE Proxy Card
PAWTUCKET, R.I. – May 9, 2022—Hasbro, Inc. (NASDAQ: HAS)
(“Hasbro” or the “Company”), a global play and entertainment
company, today issued the following letter to Hasbro shareholders
in connection with the Company’s 2022 annual meeting of
shareholders (the “2022 Annual Meeting”) to be held on June 8,
2022.
For information about the 2022 Annual Meeting, please visit:
www.HasbroGamePlan.com.
The full text of the letter follows.
May 9, 2022
Dear Shareholders,
Together with members of the Hasbro team, our new CEO, Chris
Cocks, has spent the last several weeks meeting with many of you.
We greatly appreciate the discussions we have had and the
constructive relationships we have built with our shareholders
through a strong history of engagement. The candid feedback we have
received is invaluable as we support Chris in developing and
executing our vision for the future of Hasbro.
At our annual
meeting on June 8, 2022, you face an important decision about
Hasbro’s future under the direction of our newly appointed CEO,
Chris Cocks. Vote the WHITE proxy card today.
The Hasbro Board is fully aligned with Chris. He has only been
Hasbro’s CEO for about 100 days, but his gameplan to unlock value
for shareholders is clear: grow
our world class portfolio of brands and amplify our
industry-leading gaming portfolio by putting the consumer at the
center of everything we do and creating direct relationships with
our fans.
As part of our ongoing
commitment to board refreshment and to match the evolving and
future needs of our business, we recently appointed two industry
experts, Liz Hamren and Blake Jorgensen, to our Board.
Liz and Blake each have a strong track record of driving change and
value creation, and they bring valuable critical thinking in
digital gaming, technology, brand development and capital
allocation. They will advise and challenge Chris and the entire
management team, along with the full Board, to drive our
multigenerational play and entertainment strategy in games and the
future of direct, interactive entertainment.
Our full Board plays a critical role overseeing the Company’s
strategy and capital allocation. The Board is fully committed to
work closely with Chris and his team to make capital decisions that
benefit all our shareholders. Our
Board Finance Committee has a mandate to ensure every capital
allocation decision is made through the lens of what will deliver
the most value to our shareholders by driving sustainable,
profitable growth of the business.
Wizards’
exceptional track record – a result of the partnership between
Chris and the Board – is a strong example of our successful
investment approach and how we drive value for ALL of our
shareholders
As you vote at the 2022 annual meeting, we strongly encourage
you to consider the partnership between Chris and the Board over
the past six years and the success resulting from disciplined
capital allocation that has driven value at Wizards. Chris’s track
record is clear: in his role as president and chief operating
officer of Wizards, in partnership with us, he doubled the size of
the business over a three-year period and increased revenue 42% to
$1.28 billion in 2021 alone.
As highlighted in our last
letter to shareholders, investing in Wizards has been – and will
continue to be – a top priority for Hasbro. Over the last five
years, the
Board has overseen the investment of over $1 billion in Wizards,
driving profitability and delivering 150% growth in MAGIC: THE
GATHERING alone. These investments have elevated Hasbro’s
gaming portfolio into one of the largest and most profitable in the
industry.
Our focus on key strategic investments is evident in our
recently announced decision to acquire D&D Beyond. This
acquisition is expected to accelerate our growth in gaming and
direct to consumer and is in line with Chris and the Board’s focus
on disciplined capital allocation. The investment decision was made
following a disciplined assessment of its growth and profitability
impact, strategic value, synergy opportunity and projected return
on investment.
With the support of our Board, Chris is focused on applying
the capital discipline and winning decision-making that he
successfully demonstrated during his time at Wizards to the rest of
the business to position Hasbro for long term success and superior
shareholder returns.
Hasbro’s
fundamental approach to capital allocation is to focus on where we
can drive the greatest business results and the strongest
returns
Our Board has demonstrated its commitment to exploring all
options for value creation. For example, while the timing of our
eOne acquisition was unfortunate given the disruptive industry-wide
impacts of the COVID-19 pandemic on TV and film production and
theatrical distribution, as part of our continuous review of
options to unlock shareholder value, the Board approved a sale of eOne’s music business – which
was not core to our Brand Blueprint strategy – while keeping
valuable strategic assets from the acquisition intact. With the
proceeds of the divestiture and our cash flow from operations, we
were able to strategically invest in other core areas of the
business and pay down more than $1 billion in long-term debt during
2021, while maintaining the dividend to our
shareholders.
We are on track to achieve our targeted $130 million of
synergies from the eOne acquisition. With TV and film production
returning to pre-COVID levels, the owned entertainment production
capabilities we have in eOne will enable consumers to engage with
our iconic brands across the Brand Blueprint. Our upcoming MAGIC:
THE GATHERING Netflix series and the theatrical release of the
blockbuster DUNGEONS &
DRAGONS: HONOR AMONG THIEVES feature film in 2023 were
greatly enhanced and accelerated by being part of eOne and are
strong testaments to the acquisition’s value and the power of our
Brand Blueprint strategy.
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 urges shareholders
to vote their shares in advance of the annual meeting by one of the
following methods:
We encourage shareholders NOT to 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. 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
Investors: Debbie Hancock | Hasbro, Inc. | (401) 727-5401 |
debbie.hancock@hasbro.com
Media: Carrie Ratner | Hasbro,
Inc. | (401) 556-2720 | carrie.ratner@hasbro.com