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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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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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Proposed maximum aggregate value of transaction:
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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 Chris Cocks,
Chief Executive Officer of Hasbro, Inc. (“Hasbro”), to employees of
Hasbro on May 9, 2022. Certain information linked within this
communication has been previously filed or is filed herein under
cover of Schedule 14A.
Hasbro Team,
On June 8th,
we will hold our annual meeting of shareholders where our
shareholders vote on a number of important matters, including the
re-election of our Board of Directors. While this meeting occurs
annually, this year it has received a bit more attention because of
the actions taken by a couple of vocal activist investors. One of
those investors, Alta Fox, has nominated three candidates to stand
for election and run against current members of our Board. As I’ve
said before, we believe this proxy fight is ill-timed and will
not create value for
shareholders.
Unfortunately, and as is customary
in these types of situations, we can expect Alta Fox’s media
tactics to intensify over the next month. With that in mind, I
wanted to take the opportunity to reassure you that I am fully
focused, along with our leadership team and Board of Directors, on
developing and executing Hasbro’s gameplan to deliver long-term
value for all stakeholders. I look forward to sharing more about
that with you shortly.
I also wanted to remind you that
any questions on this matter should be directed to Carrie Ratner in
Corporate Communications or Debbie Hancock in Investor Relations,
and that you not speak about it on social media or with any
external party. For the important facts about our performance,
Board of Directors, commitment to our shareholders, and other
aspects of our business, please refer to HasbroGamePlan.com. If you
are a shareholder of Hasbro, you can also find important
information on how to vote on this website. Your Board of Directors
recommends that you vote only on the WHITE proxy card.
Let’s not let this news distract us
from the important work we have ahead. We are already making some
exciting moves as we focus and scale – with a spotlight on games,
multi-generational play and entertainment and direct – all with the
consumer at the center. Thanks to your hard work, agility and
perseverance, our future looks brighter than ever.
Chris
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 corporate.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.
The following are advertisements by Hasbro appearing on
LinkedIn beginning on May 9, 2022.
The Hasbro Board of Directors is
fully aligned with our new CEO and Board member, Chris Cocks, and
looks forward to supporting him as he develops his vision for the
future strategy of Hasbro. Learn more from the Board about our
ongoing dialogue with shareholders and our approach to driving
business results and the strongest returns. Important information:
[Link to letter to shareholders from the Hasbro Board of Directors,
dated May 9, 2022, previously filed under cover of Schedule
14A]
A lifelong gamer and storyteller,
Chris Cocks joined Wizards of the Coast as President in 2016,
doubling the size of the business in just three years. Now, as CEO
of Hasbro, Chris plans to apply his fundamental game plan to the
rest of the business to position Hasbro for long-term success. Hear
from Chris about his first 100 days as CEO and his partnership with
our Board of Directors to drive those results. Important
information: [Link to Hasbro website containing information
previously filed or filed herein under cover of Schedule 14A]
As Chairman of the Board, Rich
Stoddart plays a key role in succession planning and board
refreshment through the lens of what will maximize value for all
shareholders. Hear from Rich about the thorough process that
recently named Liz Hamren and Blake Jorgensen to our Board.
Important information: [Link to Hasbro website containing
information previously filed or filed herein under cover of
Schedule 14A]
The following are advertisements by Hasbro (@Hasbro) appearing
on Twitter beginning on May 9, 2022.
The @Hasbro Board is fully aligned
with our new CEO, Chris Cocks, and looks forward to supporting him
as he develops his vision for the future strategy of Hasbro. Learn
more about our ongoing dialogue with shareholders and our approach
to maximizing value. Important information: [Link to letter to
shareholders from the Hasbro Board of Directors, dated May 9, 2022,
previously filed under cover of Schedule 14A]
At @Wizards, Chris Cocks doubled
the size of the business in three years with the support of our
Board. Now, as CEO of Hasbro, he plans to apply this proven
gameplan to Hasbro. Hear from Chris on his first 100 days as CEO
and his partnership with our Board. Important information: [Link to
Hasbro website containing information previously filed or filed
herein under cover of Schedule 14A]
As Chair, Rich Stoddart helps
oversee succession planning and board refreshment to maximize value
for all @Hasbro shareholders. Learn from Rich about the highly
qualified directors we added to our Board and how we are setting up
Hasbro for long-term success. Important information: [Link to
Hasbro website containing information previously filed or filed
herein under cover of Schedule 14A]
On May 9, 2022, Hasbro updated its website
www.HasbroGamePlan.com, which contains information relating to
Hasbro’s 2022 annual meeting of shareholders. A copy of the updated
website content (other than that previously filed under cover of
Schedule 14A) can be found below.
Home Our Board & Leadership Shareholder Resources How To
Vote Vote for Hasbro’s Board of Directors Hasbro’s highly skilled
Board, with expertise and experience directly relevant to
overseeing Hasbro’s world class portfolio of assets across multiple
play and entertainment categories, is maximizing value for all
shareholders.
Alta
Fox is attempting to install three 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. 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. The proposal to spin off Wizards 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. Chris Cocks’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. Vote the WHITE proxy card to support the Hasbro Board
of Directors at the Company’s annual meeting of shareholders on
June 8, 2022. Total shareholder return since Hasbro instituted the
Brand Blueprint strategy 279%1 Board members with
digital gaming, media or consumer products expertise 12 of
13 Amount invested in growing Wizards of the Coast over the
last 5 years, driving 150% growth in MAGIC: THE GATHERING
alone >$1 billion ¹ vs. 245% returned by the S&P
500 Consumer Durables index; 5/22/2008 through
4/22/2022
A Word from
Hasbro’s Board and CEO Richard Stoddart Headshot Richard S.
Stoddart Chair of the Board “I know I can speak for our full
Board when I say we are thrilled to work closely with Chris to
continue our terrific momentum and maximize value for our
shareholders. He is absolutely the right choice to lead Hasbro at
this time. The skills and experiences of our current Board
perfectly complement Chris’s passion for gaming, the consumer,
multi-generational play and an exceptional ability to drive growth.
It’s truly a winning team.” Meet the Hasbro Board Chris
Cocks Headshot Chris Cocks Chief Executive Officer “The Board
has been a great partner for me as President of Wizards of the
Coast. They constantly push me to think bigger and have a growth
mindset. They have really challenged me and the entire team to
generate the highest and biggest ROI impact for our fans and for
our shareholders. As CEO I’ve had nothing but a great experience
with them in my first hundred days since being announced. They’ve
been very supportive of the new strategy shift that we’re trying to
drive and the big strategy review that we have under way with the
senior management team.” Read Our Letters to
Shareholders
The 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. Hasbro’s Board and
management team regularly engage with our shareholders to hear
their viewpoints regarding our Board of Directors and broader
corporate strategy. 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. 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. 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.
Latest News 05.09.22 May 9th Letter to
Shareholders Press Release 04.25.22 Hasbro Board
of Directors Issues Letter to Shareholders Press
Release 04.04.22 Elizabeth Hamren and Blake Jorgensen
Join Hasbro’s Board of Directors Press Release View all
shareholder resources Contact us Get in touch Hasbro Logo
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2022 Hasbro, Inc. All Rights Reserved. Privacy Policy Calif.
Privacy Rights & Notices Terms of Use
Home Our Board & Leadership Shareholder Resources How To
Vote Important Information Regarding the Annual Meeting Access the
latest regulatory filings, press releases, shareholder letters and
presentations
Press releases 04.25.22 Hasbro Board of Directors Issues Letter to
Shareholders Press Release 04.04.22 Elizabeth Hamren and Blake
Jorgensen Join Hasbro’s Board of Directors PDF | 471KB 02.16.22
Hasbro Confirms Receipt of Director Nominations From Alta Fox PDF |
33KB 01.05.22 Hasbro Names Chris Cocks as Chief Executive Officer
PDF | 32KB
Shareholder
Letters 05.09.22 May 9th Letter to Shareholders PDF | 471KB
04.25.22 Letter to Shareholders PDF | 80KB 04.04.22 Chris Cocks
Letter to Shareholders PDF | 142KB 04.04.22 Rich Stoddart Letter to
Shareholders PDF | 121KB
SEC Filings 04.25.22 Hasbro Files Definitive Proxy Statement
and Issues Letter to Shareholders Press Release 04.04.22
Appointment of Blake Jorgensen and Elizabeth Hamren to Hasbro’s
Board of Directors Press Release Contact us Get in touch Hasbro
Logo ©
2022 Hasbro, Inc. All Rights Reserved. Privacy Policy Calif.
Privacy Rights & Notices Terms of Use
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.