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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Preliminary Proxy Statement
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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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In Its Charter)
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On May 16, 2022, Hasbro, Inc. (“Hasbro”) issued the following
press release in connection with Hasbro’s 2022 annual meeting of
shareholders.
Hasbro Files
Investor Presentation for 2022 Annual Meeting
Urges
Shareholders to Vote FOR ALL of Hasbro’s Highly Qualified Directors
on the WHITE Proxy Card
PAWTUCKET, R.I.—May 16, 2022 – Hasbro, Inc. (NASDAQ: HAS), a
global play and entertainment company, today announced that it has
filed an investor presentation with the U.S. Securities and
Exchange Commission (“SEC”) in connection with the Company’s 2022
annual meeting of shareholders to be held on June 8, 2022.
Key Highlights of the
Presentation:
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The Brand Blueprint is a winning strategy that has been a
long-term success and is the widely emulated business model in the
play and entertainment space. Hasbro has shown that its diversified
business model and balanced portfolio are strengths, especially
during challenging times.
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Hasbro’s Board has made significant changes over the last
seven months, appointing a new CEO, separating the Chair and CEO
positions, adding three highly qualified directors with digital
gaming and capital allocation expertise and committing that two
directors will step down no later than the Company’s 2024 annual
meeting. Overall, since 2016, six new directors joined and five
departed the Board.
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CEO Chris Cocks is a change agent with a technology background
and a successful track record as the head of the Wizards of the
Coast and Digital Gaming division, a business he doubled in size in
three years, in part due to the Board’s support and authorization
of more than $1 billion of investment in Wizards over the last five
years.
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Mr. Cocks, in partnership with the Board, has initiated a
comprehensive strategy review focusing on building direct
relationships with Hasbro’s consumers, driving the Company’s
industry leading gaming portfolio, expanding multi-generational
play, scaling fewer, bigger opportunities and employing disciplined
reinvestment, all to drive profitable growth.
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Hasbro generated strong TSR vs. relevant peers in toys and
games, gaming and entertainment prior to COVID-19. Against
entertainment peers, Hasbro fared better during COVID-19 in large
part due to its diversified business model.
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eOne is a highly strategic acquisition and, despite delayed
returns given pandemic lockdowns, positions the Company to
accelerate operational growth and deliver value for shareholders.
Hasbro’s Board is committed to strict financial discipline as
evidenced by the divestment of the non-core eOne music business,
the proceeds of which it used to pay down debt.
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Hasbro’s Board has the right skills and experience to support
Mr. Cocks in introducing and delivering the Hasbro gameplan for
continued long-term value creation. He needs the support of
directors with a balance of fresh perspectives and
institutional/industry knowledge as they push Hasbro for bold
changes in a rapidly evolving world.
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Alta Fox’s thesis and director nominees are not right for
Hasbro. After careful analysis, with the assistance of outside
advisors, Hasbro’s Board concluded that spinning off Wizards of the
Coast would not create value for shareholders. Alta Fox’s nominees
would not be additive to the Board as they lack relevant corporate
and industry experience across consumer products, entertainment and
gaming, and may disrupt the execution of our plan.
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Hasbro sought to avoid a proxy contest and has demonstrated a
continued willingness to explore settlement possibilities. Alta Fox
refused to even discuss the qualification of candidates identified
by Hasbro. Instead, Alta Fox made the appointment of one of its
candidates a pre-condition to any substantive settlement
discussion, rather than being open to finding the best possible
candidates for Hasbro’s Board and all shareholders.
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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. If shareholders have any
questions or require any assistance with voting their shares, they
may contact Hasbro’s proxy solicitors: Innisfree M&A
Incorporated at 1 (877) 825-8971 or Morrow Sodali LLC at 1 (800)
662-5200.
To view the presentation, or for information about the 2022
Annual Meeting, please visit: www.HasbroGamePlan.com.
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
Contacts
Investors: Debbie Hancock | Hasbro, Inc. | (401) 727-5401 |
debbie.hancock@hasbro.com
Media: Carrie Ratner | Hasbro, Inc. | (401) 556-2720 |
carrie.ratner@hasbro.com
On May 16, 2022, Hasbro issued an investor presentation in
connection with Hasbro’s 2022 annual meeting of shareholders. A
copy of the investor presentation can be found below and is also
available at www.HasbroGamePlan.com.
Hasbro
Gameplan May 16, 2022
Disclaimer 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.Use of Non-GAAP Financial MeasuresThis presentation
contains non-GAAP financial measures as defined under SEC rules,
specifically Adjusted Operating Profit and Adjusted Net Earnings
per diluted share, which exclude, where applicable, acquisition and
related costs, acquired intangible amortization, loss on disposal
of business and related costs, severance, UK Tax Reform, stock
acceleration and net loss on Discovery investment. Also included in
this presentation are the non-GAAP financial measures of EBITDA and
Adjusted EBITDA. EBITDA represents net earnings attributable to
Hasbro, Inc. excluding interest expense, income tax expense, net
earnings (loss) attributable to noncontrolling interests,
depreciation and amortization of intangibles. Adjusted EBITDA also
excludes the impact of stock compensation (including stock
acceleration expense and acquisition-related stock expense),
acquisition-related costs, loss on disposal of business and related
costs, severance and net loss on Discovery investment. As required
by SEC rules, we have provided reconciliations in the appendix of
these measures to the most directly comparable GAAP measure.
Management believes that Adjusted Net Earnings per diluted share
and Adjusted Operating Profit provide investors with an
understanding of the underlying performance of our business absent
unusual events. Management believes that EBITDA and Adjusted EBITDA
are appropriate measures for evaluating the operating performance
of our business because they reflect the resources available for
strategic opportunities including, among others, to invest in the
business, strengthen the balance sheet and make strategic
acquisitions. These non-GAAP measures should be considered in
addition to, not as a substitute for, or superior to, net earnings
or other measures of financial performance prepared in accordance
with GAAP as more fully discussed in our consolidated financial
statements and filings with the SEC. As used herein, “GAAP” refers
to accounting principles generally accepted in the United States of
America.
Discussion
Agenda Hasbro’s Strategy Creates Greater
Opportunity Hasbro Delivers Strong
Returns Alta Fox’s Campaign Is Misinformed and
Ill-Timed Hasbro's Board Has Robust Governance
Practices Concluding Remarks Executive
Summary 1 2 3 4 5 6 4 23 34 47 58 66
Hasbro
Has the Right Strategy and Board to Deliver Value The
Brand BlueprintIs a Winning Strategy Chris Cocksis a
Change Agent with a Successful Track Record Hasbro’s
Board Has Made Significant Changes Hasbro’s strategy has
been a long-term success, and is being emulated by toys, games and
entertainment peersToday, Hasbro possesses a unique combination of
iconic IP and comprehensive monetization capabilitiesHasbro’s
diversified business model and balanced portfolio are strengths,
especially during challenging times Chris Cocks is a
change agent with a technology background who has delivered
superior growth and returns for Hasbro over the last five years as
the head of the Wizards of the Coast and Digital Gaming
divisionChris doubled the size of Wizards over the last three years
with the support of the Board that authorized more than $1 billion
of investment in Wizards over the last five yearsChris, in
partnership with the Board, has initiated a comprehensive strategic
plan review focusing on Hasbro’s customers and scaling fewer,
bigger opportunities via reinvestment that will drive profitable
growth Hasbro has appointed a new CEO, named a separate
Chair of the Board, added three new directors and committed that
two directors will step down by the company’s 2024 annual
meetingAppointed Chris Cocks, leader of Hasbro’s highest growth
business and a gaming visionary, not merely a toy executive; Chris
has a highly strategic gaming skillset and track record of high
return growth, which will now be applied to all of HasbroChair and
CEO roles separated in October 2021; appointed Rich Stoddart as
Chair of the BoardAppointed two proven and experienced leaders to
the Board with highly relevant skillsets that shareholders
indicated are top priorities, in Liz Hamren and Blake
JorgensenCommitted to reduce the size of the Board by two directors
over the next two annual meeting cycles, resulting in 11 directors
by Hasbro’s 2024 annual meeting
Hasbro
Has the Right Strategy and Board to Deliver Value Hasbro
Has Generated Strong Returns; Recent Returns Impacted by
COVID-19 Hasbro generated favorable TSR vs. relevant
peers in consumer products, gaming and entertainment prior to
COVID-19Since the start of COVID-19, Hasbro’s TSR suffered due to
the timing of the eOne transaction and other headwinds (e.g.,
China, supply chain, inflation) that put pressure on Hasbro’s
business and share price similar to other entertainment
businessesNotably, Hasbro’s TSR outperformed other entertainment
businesses during this periodUnder the leadership of Chris Cocks,
Hasbro is positioned to accelerate growth and drive shareholder
returns eOne Was Highly Strategic Despite Unfortunate
Timing eOne acquisition was highly strategic, although
it closed just prior to COVID-19 lockdowns, which resulted in
delayed returnsNotably, PEPPA PIG and PJ MASKS accounted for almost
50% of eOne’s EBITDA at the time of acquisitionToday, eOne’s
performance is back on track and the full $130 million of synergies
still expected to be realized this year Hasbro’s
BoardHas the Right Skills and Experience to Support Chris
Cocks Chris needs the support of directors with a
balance of fresh perspectives and institutional / industry
knowledge as they push Hasbro for bold changes to adapt to a new
environmentThe Board’s expertise and experience is directly
relevant to overseeing Hasbro’s world class portfolio of assets
across multiple play and entertainment categoriesHasbro has one of
the most diverse Boards in the S&P 500, which has been
significantly refreshed in recent
years (continued) Hasbro’s Board is
Financially Disciplined Hasbro’s Board is committed to
strict financial disciplineDivested non-core eOne music business
with proceeds used for business reinvestment and debt pay
downD&D Beyond acquisition is a recent example of both the
Board’s and Chris’ disciplined approachOver time, Hasbro passed on
multiple investments that were not strategically or financially
accretive to its business
Hasbro Has the Right Strategy
and Board to Deliver Value (continued) Hasbro
Sought to Avoid a Proxy Contest with Alta Fox Hasbro
made a sincere effort to address Alta Fox’s proposals, including
multiple settlement discussionsHasbro offered, but Alta Fox refused
to even discuss the qualification of independent candidates
identified by HasbroInstead, Alta Fox made the appointment of one
of its candidates a pre-condition to any substantive settlement
discussion, rather than being collaborative with Hasbro to find the
best possible candidates for the Board Alta Fox’s Thesis
and Director Nominees Are Not Right For Hasbro After
careful consideration, Hasbro’s Board independently concluded that
spinning off Wizards of the Coast would not create value for
shareholdersAlta Fox does not appear to understand Hasbro’s
strategy, operations, and how being part of Hasbro and the Brand
Blueprint is key to Wizards’ successAlta Fox seeks to replace
Hasbro’s highly qualified directors with individuals lacking
relevant industry experience; its nominees would not be additive to
our Board and would likely disrupt the execution of our
plan
Hasbro’s
Board Chose Chris Cocks as Change Agent Chris will apply
his unique background and proven approach to all of
Hasbro The Board appointed Chris following a multi-year
succession planning process which evaluated internal and external
CEO candidates, with the help of an executive search
firmRecognizing the consumer is evolving, the Board did not choose
a toy veteran as Hasbro’s next CEOInstead, the Board made the
decision to hire Chris Cocks and rethink how Hasbro operates as a
company to drive shareholder valueSince joining Hasbro in 2016 from
Microsoft, Chris led and operated Wizards differently than the rest
of the companyHasbro and Chris invested more than $1 billion in
Wizards over the last 5 years, resulting in a doubling of revenue
in the last three years, while also expanding marginsWizards’
exceptional track record is a testament to the successful
partnership between Chris and the Hasbro BoardThe Board is already
working with Chris to execute a comprehensive strategic plan review
to set Hasbro’s future course and drive profitable growthChris will
apply the growth orientation and capital discipline that he
successfully demonstrated during his time at Wizards to the entire
Hasbro business Hasbro’s gameplan is clear: drive
shareholder returns by growing Hasbro’s world class portfolio of
brands through focus and scale and amplifying Hasbro’s
industry-leading gaming portfolio by putting the consumer at the
center and creating direct relationships with
fans
Brand
Blueprint Strategy Creates Greater Opportunity Hasbro’s
strategy is increasingly the broadly followed model for success in
multigenerational play & entertainment, and it is the platform
for the company’s next phase of growth Toys &
Collectibles Iconic Portfolio of
Brands Holistic Set of Capabilities Tabletop
&Digital Games TV, Film
&Animation Licensing
&Partnerships Industry-Leading CP &
LicensingGlobal leader in toys & games for children and
familiesAward-Winning EntertainmentPlatform-agnostic content
creator leveraging Hasbro’s iconic brandsMulti-Platform GamesAmong
the largest, most profitable and fastest growing gaming portfolios
across tabletop and digital
platforms PRESCHOOL ADULT
FANS KIDS & FAMILIES Three Strategic
Priorities Games Multigenerational
Play &
Entertainment Direct-to-Consumer
Hasbro’s
Disciplined Approach to Brand Investment and Capital Allocation Has
Driven Tremendous Growth Note:
FY 2021 revenue not shown to scale between brands; FY 2006 was
solely comprised of toys & games revenue and FY 2021 was
comprised of toys & games, digital gaming and entertainment and
licensed products Total Revenue for Select Hasbro
Brands 8.4x 5.6x 4.2x 3.6x 3.0x 1.5x Hasbro’s
gameplan going forward will focus on fewer and bigger
opportunities, and result in more significant investments behind
key brands and a simplification of Hasbro’s consumer products
business
Hasbro’s
Acquisition of eOne Remains a Highly Strategic Transaction
Notwithstanding Unfortunate Timing Other Entertainment
Companies Were Similarly Affected by COVID-19 Strong
Strategic Logic Unfortunate Timing Gained two
leading pre-school brands (PEPPA PIG, PJ MASKS) with global appeal
and proven entertainment valueBrought entertainment production and
distribution capabilities in-house to accelerate content creation
for Hasbro brandsEnabled Hasbro to underwrite incremental projects
with stronger returns and greater certainty and
control Acquired eOne on December 30, 2019, months
before the start of COVID-19COVID-19 put the entire entertainment
industry in turmoil, and caused Hasbro to not meet its initial
targets for eOneHasbro remains on track to achieve the targeted
$130 million run-rate cost and in-sourcing synergies by YE
2022eOne’s performance and synergy realization is now on track and
Hasbro expects to drive strategic progress and a strong return on
its investment going forward Most entertainment
companies have experienced share price pressure since the COVID-19
pandemic Share Price Change forSelect Entertainment
CompaniesSince Start of COVID-191 Source:
FactSetRepresents share price change from February 19, 2020
(S&P 500 peak prior to COVID-19) to May 12,
2022
For
An Extended Period, Prior to COVID-19Hasbro Delivered Strong
TSR Hasbro Positioned to Drive Returns for
Shareholders Hasbro acknowledges that the company’s
recent returns are behind benchmarks and believes this performance
can be explained and addressed going forward Source:
FactSet; Note: S&P 500 Consumer Durables & Apparel
represents industry group within S&P 500 (which Hasbro is a
constituent of)Represents S&P 500 peak prior to
COVID-19Represents median of Paramount, Warner Bros Discovery,
Lions Gate, Netflix and DisneyRepresents median of Activision
Blizzard, Take-Two, Ubisoft, Games Workshop, Electronic Arts,
Zynga, Playtika, SciPlay, and CD Projekt; unaffected dates utilized
for recently announced M&A transactions eOne is On
Trackand Back in Action Hasbro’s Go-Forward Gameplan is
Clear Blockbuster entertainment slate for 2022 and
beyondRobust content pipeline, with 50 projects in development or
production for Hasbro brands (+140% vs. 2019)On track to achieve
$130M run-rate cost and in-sourcing synergies by year end
2022 Upcoming Entertainment Showcases Brand
Blueprint 5 Years Pre-COVID(2/19/15 –
2/19/201) COVID-19 to Current(2/19/201 –
5/12/22) Combined(2/19/15 –
5/12/22) Hasbro’s Performance
Since Start of COVID-19Benefitted From Its Diversified Business
Model DigitalGaming3 Entertainment2 S&P
500ConsumerDurables Russell
1000ConsumerDiscretionary TSR from February 19, 2020
through May 12, 2022 Focus on fewer, bigger
opportunities and scaling those with reinvestment in profitable
growthApply the capital discipline and winning decision-making
demonstrated at Wizards to the entire Hasbro
business Games MultigenerationalPlay &
Entertainment Direct-to-Consumer 1 2 3 Three
Strategic Focus
Areas 93% S&P
500 S&P 500 Consumer Durables Russell
1000 Consumer
Discretionary Hasbro Mattel S&P
500
Elizabeth
HamrenChief Operating Officer at DiscordFormerly Vice President of
Xbox Product and Engineering at Microsoft and President and Head of
Global Marketing & Sales at Oculus VRCurrent director at
LegalZoom Hasbro’s Board has the Right Skills and
Experience The Board’s expertise and industry experience
is directly relevant to overseeing Hasbro’s world class portfolio
of assets across multiple play and entertainment categories
Hasbro’s Board Composition and ExpertiseReflects Its
Diversified Business Hasbro Added Three Highly
Qualified, Proven and Experienced Leaders in 2022 Blake
JorgensenEVP, Special Projects at Electronic ArtsFormer Chief
Financial Officer and Chief Operating Officer of Electronic Arts;
Formerly Executive Vice President and Chief Financial Officer of
Levi Strauss & Co. and Chief Financial Officer of
Yahoo Chris CocksChief Executive Officer at
HasbroFormerly President of Wizards of the Coast; Formerly VP of
OEM Technical Sales and Group Product Manager for Microsoft Xbox
Games Studios Source: Wall Street
research Digital
Gaming 5/13 8/13 7/13 Consumer
Products Entertainment/Digital
Media
“[We]
think the new board members provide needed expertise in key
verticals (i.e., video games)”– Stifel (April 7,
2022) “Under the leadership of a new CEO, Hasbro's
conference call had a distinctly different flow & degree of
disclosure. ‘Focus & scale’ is the headline, which provides
perspective on recent actions to slenderize the portfolio and
invest in fewer, bigger ideas, namely Wizards (Magic and
D&D)."– Jefferies (April 19, 2022) “We like the path
CEO, Chris Cocks is starting to lay out for Hasbro's future growth
plans […] it is clear efforts are already in place for improving
the focus and scale […] Hasbro's long-term growth strategy will
continue to focus on the Brand Blueprint, but CEO Chris Cocks is
beginning to take steps to reallocate assets towards areas that can
build more scale and improve returns”– MKM Partners (April 25,
2022) “Earlier this week, Hasbro added two new members
to its Board of Directors […] The new board members are Elizabeth
Hamren and Blake Jorgensen […] Both individuals bring extensive
gaming experience that Alta Fox believes Hasbro’s Board needs.”–
Monness Crespi Hardt (April 8, 2022) Analysts Support
the Board’s Actions Source: Wall Street researchNote:
Permission to use quotes neither sought nor
obtained “This morning, we got a sense of what HAS
thinks is “higher caliber” as it has named two individuals to its
board, both of whom come with stellar credentials. The first add is
Elizabeth Hamren. She has Microsoft Xbox credentials and also
happens to be a games enthusiast. The other add is Blake Jorgensen,
who has served previously as the COO and CFO at Electronic Arts.
Any way you slice it, these two meet the test of being high caliber
adds.”– Gordon Haskett (April 4, 2022)
Hasbro’s
Management Looks to the Board on a Number of Key
Topics Key Industry
Experience IndustryRelationships Understanding
of emerging games and entertainment business modelsExperience with
executing large consumer products, gaming and entertainment related
investmentsAnalysis and valuation of brand equity, media libraries,
rights management processes and consumer licensingImplementation of
multi-hundred million dollar consumer marketing, promotion and
channel management plansManagement of physical supply chains,
complex channel relationships and consumer-based demand
planningEmerging trends, talent, startups and sources of capital
across entertainment, interactive media and
direct-to-consumer Introduce management to emerging
opportunities while also providing perspective on investment
alternatives and risksRelationships with key executives, investors,
outside advisors and partners across games, entertainment, consumer
products and direct-to-consumer HR, Finance,
Accountingand ESG Experience in management,
compensation, culture and talent development, recruiting and
retention at a large creative-oriented organizationUnderstanding of
typical accounting and tax principles for a global play &
entertainment businessProvide guidance on ESG best practices as it
relates to Hasbro’s various businesses and
employees Hasbro believes that each director on the
Board provides critical expertise and insight across these key
areas,and does not believe that the 3 Alta Fox nominees bring these
skills to Hasbro
Alta
Fox Seeks to Replace Hasbro’s Highly Qualified Directors with
Individuals Lacking Relevant Experience Alta Fox’s slate
of nominees does not posses relevant industry experience for
Hasbro’s Board It is maybe 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 valueAlta Fox’s nominees would only
serve to disrupt and distract the company from executing its
strategic plans for the future of HasbroNone of Alta Fox’s nominees
brings relevant industry expertise to support Chris Cocks in his
new position as CEO, and their nominations show that Alta Fox’s
interests are not aligned with Chris’ vision for the
company 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 Currently Director at TecsysBackground is
narrowly limited to marketing in the enterprise software spaceNo
experience in consumer businesses, which are Hasbro’s core audience
and fan segments Currently Director at KuvareExperience
is strictly limited to insurance / financial servicesNo experience
leading or growing consumer businesses, nor relevant expertise in
gaming, consumer products or entertainment Currently CFO
at IDT Corp.Primarily brings legacy telecom and personal care
experienceParticipated in numerous spin-offs as senior vice
president – finance (not as CFO of the company) Rani
Hublou Carolyn Johnson Marcelo
Fischer
Alta
Fox’s Proposal to Spin Off Wizards of the Coast Would Not Create
Value for Shareholders Hasbro’s Board has independently
and carefully considered the appropriateness of a spin-off of
Wizards and concluded that a spin-off of Wizards would not create
value for shareholdersIn the Board’s view, a spin-off of Wizards
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 thesisIn 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-makingAlta 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-offAlta 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 capabilitiesMany shareholders have expressed the
view that a spin-off of Wizards would be the wrong move for
Hasbro
Alta
Fox’s Valuation Analysis for Wizards is Fundamentally Misinformed
and Relies on Inappropriate Comparisons Source:
Bloomberg and FactSet as of May 12, 2022 Alta Fox’s
Valuation Analysis isNot Analytically Sound … … And
Ignores Current Market Conditions,Instead Anchoring on Much Higher
Multi-Year Averages “We view 20x NTM EBITDA, [Games
Workshop’s] average 2-year multiple, as the floor for [Wizards’]
fair valuation.As [Wizards] executes on its digital initiatives, we
believe its multiple could mover closer to true SaaS – or even that
of ‘video game ecosystem’ peers, implying a 30-50x NTM EBITDA
multiple.We value [Wizards] at 23x EBITDA, a premium to GAW, but a
meaningful discount to true video game ecosystem players. However,
this could prove to be conservative as the company continues to
execute on digital initiatives.”– Alta Fox Presentation
(2/17/22) Toys &
Games ComparableCompanies Video
Games Tabletop
Games Software 2-Year Avg.NTM
EV/EBITDA CurrentNTM EV/EBITDA Hasbro
Notes Alta Fox Analysis Current Market
Observations 10x 16x 20x 26x 8x 12x 12x 19x Hasbro’s
consolidated multiple is already above other toy
companies Comparing to Digital Games companies is flawed
given Wizards largely analog business Games Workshop
briefly traded at outsized multiple before returning to
norm Very different business model and
industry In-line
withHasbro
Alta
Fox is Repeatedly Mistaken About Hasbro Alta Fox does
not understand how successful Wizards has been because Wizards has
been part of Hasbro Wizards is Thriving Because it has
Been a Part of Hasbro Alta Fox’s Actions Demonstrate its
Lack of Understanding, as Evidenced by Waffling on its Core Thesis
to Spin Off Wizards Wizards of the Coast has been
tremendously successful under Hasbro’s ownership and Chris Cocks’
leadership Upcoming MAGIC: THE GATHERING Netflix series
and Dungeons & Dragons: Honor Among Thieves feature film only
begin to demonstrate Wizards of the Coast’s opportunity as part of
Hasbro 150% growth in high margin MAGIC: THE GATHERING
revenue driven by Hasbro’s >$1 billion investment in Wizards
over the past 5
years “In our view,
MTG’s network effects have never been stronger (supported by the
rise of the internet, proliferation of content creation, and the
launch of Arena)”– Alta Fox Presentation (2/17/22) Alta
Fox’s Campaign Alta Fox’s3-Year Path “Free
the Wizards” “Strengthen Hasbro” February 17,
2022 April 29, 2022 “Alta Fox sees a
three-year path … with a refreshed Board, new strategy, improved
capital allocation and tax-free spin-off of Wizards of the
Coast” “Alta Fox sees a three-year path … with a
refreshed Board, new strategy, improved capital
allocation.” “Hasbro
has shackled [Wizards] by running the segment as a cash cow,
limiting its internal reinvestment opportunities and diverting its
cash flow”– Alta Fox Presentation (2/17/22)
Hasbro’s
Board Continuously and Constructively Engaged with Alta
Fox Hasbro made a sincere effort to collaborate with
Alta Fox on nominating new directors to the Board, including in
multiple potential settlement
discussions (10/27): Alta Fox reached out to
Hasbro IR (11/1, 3 & 17): Conversations with Hasbro
IR (12/17): Hasbro CFO met with Alta
Fox (1/7): Hasbro CFO and Interim CEO / Director met
with Alta Fox(1/20): Three Hasbro directors and CFO met with Alta
Fox (3/14): Offered to collaborate with Alta Fox on
appointment of one director; Alta Fox refused to consider the
credentials of the potential directors(3/25): Offered to
collaborate with Alta Fox on appointment of two directors,
quarterly calls with CEO, and improved disclosure; Alta Fox refused
to consider the credentials of the potential directors(3/27):
Hasbro CEO reiterated Hasbro’s interest in reaching a
settlement (2/28):
Offered to interview Alta Fox’s proposed directorsAlta Fox
initially refused to permit interviews and ultimately allowed
Hasbro to interview only 1 of its 3 current
nominees Today
Hasbro
is Delivering Strong Financial Results Note:
Reconciliations of Adjusted EBITDA, Adjusted Operating Profit and
Adjusted Net Earnings to the nearest GAAP metrics can be found
beginning on appendix pages 69-71Shane Azzi brings more than 25
years of consumer packaged goods and diverse supply chain
experience to Hasbro, most recently serving as Chief Supply Chain
Officer for Kimberly-Clark FY 2021 Financial Results (As
Adjusted) Net
Earnings EBITDA Operating
Profit Revenues $6.42B Up
17% $5.23 Up
41% $1.31B Up
23% $995.2M Up 20% Q1 2022
Highlights $1.16B revenue (+7% excl. Music)Maintained
2022 revenue guidance and increased 2022 operating profit margin
expectations Announced D&D Beyond acquisition and relaunch of
Starting Lineup$75-150M share repurchases in 2022Appointment of
Shane Azzi as Chief Global Supply Chain Officer1 Wizards
of the CoastKamigawa: Neon Dynasty is Hasbro’s best-selling winter
set of all timeConsumer ProductsLed by My Little Pony, Peppa Pig
and Hasbro products for Marvel and Star WarsEntertainmentThe Rookie
picked up for season 5Transformers BotBots and Power Rangers Dino
Fury premieres
Hasbro’s
Strong Balance Sheet will Support Future Growth Hasbro
is on track to achieve its leverage target and has returned capital
along the way Total Debt to Adjusted
EBITDA1 Disciplined Capital Return to
Shareholders Note: Reconciliations of total debt to
adjusted EBITDA to the nearest GAPP metrics can be found on
appendix page 72Represents total debt (including production
financing facilities) divided by last twelve months adjusted
EBITDAPro forma for acquisition of eOneIncludes 3% increase in
2022 COVID-19
Disruption 2 Hasbro remains committed to
achieving its long-term leverage target of 2.0-2.5x Total Debt to
EBITDA Grew Dividend Per Share at 7% CAGR
Over Past 10 Years3 Dividends Share
Repurchases S&P Global
Ratings: Hasbro Inc. Upgraded To 'BBB' On EBITDA Growth And Debt
Repayment; Outlook Stable (Feb. 16, 2022) Moody's
Ratings: Hasbro upgraded to 'Baa2' on "improved operating
performance, resulting in meaningful reductions in leverage" (Mar.
15, 2022) Increased quarterly dividend by 3% and
announced share repurchase of $75-150M for 2022
Discussion
Agenda Hasbro’s Strategy Creates Greater
Opportunity Hasbro Delivers Strong
Returns Alta Fox’s Campaign Is Misinformed and
Ill-Timed Hasbro's Board Has Robust Governance
Practices Concluding Remarks Executive
Summary 1 2 3 4 5 6
Hasbro’s
Strategy Creates Greater Opportunity Hasbro pioneered
the multigenerational play & entertainment strategy,and today
it is increasingly the model for success Hasbro’s
acquisition of eOne remains a highly strategic
transactionnotwithstanding unfortunate timing Owned
entertainment capabilities are a critical component of Hasbro’s
strategy with many strategic and financial benefits With
the consumer as north star, Hasbro’s iconic portfolio of brands is
poised for growth Hasbro has a robust near-term
multigenerational play & entertainment
pipeline Wizards is thriving under Hasbro’s
ownership
Hasbro
Pioneered the Multigenerational Play & Entertainment
Strategy “Empowered with the story and visual work, the
team employed a unique process to develop something we call the
brand creative blueprint. This blueprint allows the brand story to
inform and enhance both the transmedia opportunities, the actual TV
publishing, et cetera, as well as the trans merch potential, toys,
games, digital gaming, and all other license categories. Crafting
the story and planning the merchandising and media opportunities at
the same time enables Hasbro to maximize any brand's true
commercial potential … So imagine Hasbro's potential as we dive
into the deep portfolio of our powerful brand.”– Brian Goldner,
Hasbro’s 2009 Investor Day (November 5, 2009)
Hasbro
is the Model for Success in Play &
Entertainment Hasbro has a first-mover advantage and
other IP owners are now emulating its multimedia
strategy 2022 analyst day presentation materials and
transcript (February 18, 2022)2021 investor day presentation
materials (March 9, 2021)FQ3 2022 earnings call transcript
(February 1, 2022) “We are evolving our strategy to grow
[our] IP-driven toy business and expand our entertainment offering
… We are beginning to capture the full value of our IP in highly
accretive business verticals, including content, consumer products
and digital experiences which are directly adjacent to the toy
industry. While still at an early stage, we are very excited about
the progress we are making.”– Chairman & CEO “As I
think about the future of the industry, I do believe that we will
start to see entertainment coming together … [our players] play our
games more than any other form of entertainment, but they also
consume linear media and scripted entertainment and sports
broadcast and music and other things … we're also aware that our
fans are expecting us to find new and interesting ways for them to
experience entertainment … as we think about the future, you should
think about it with IP at the center and engagement around play,
watch, create and experience all built on a deep social ecosystem
that brings fans together around the content they love”– Chairman
& CEO Mattel1 Electronic
Arts3 Spin Master2
Analyst
Community Strongly Rejects Alta Fox’s Attack on Hasbro’s Brand
Blueprint Strategy Research analysts support Hasbro’s
strategy and its unique ability to monetize IP across
brands Source: Wall Street researchNote: Permission to
use quotes neither sought nor obtained “We are perplexed
by Alta Fox’s determination that Hasbro has clung to a “failed”
Blueprint strategy … We have too many examples of successful
applications of the strategy to list here.”– BMO (Feb. 22,
2022) “We believe Hasbro's 'Brand Blueprint', which
places content and storytelling at the center of a brand's
strategy, provides it with a sustainable competitive advantage that
should help Hasbro drive long-term share gains."– Berenberg (Feb.
22, 2022) “We do not expect the company will abandon its
‘Brand Blueprint’ … we think revenue synergies related eOne’s
monetization of Hasbro’s IP should become more apparent going
forward. We believe MTG and D&D have the greatest media
potential and content will come to market in the near future.”–
Monness Crespi Hardt (Feb. 22, 2022) “We challenge the
activist's claim that the brand blueprint is misaligned with
shareholder interests. We see the blueprint as a brand activation
method and a commercial assessment tool, not a capital allocation
model … the blueprint is a critical mechanism to uniquely pathway
each brand to market. Should capital be biased toward
higher-growth, higher-margin franchises – undoubtedly yes. That's
the business, not the blueprint.”– Jefferies (Feb. 18,
2022)
Hasbro’s
Iconic Brands are the Core of its Strategy With the
consumer as the north star, Hasbro’s portfolio of brands is poised
for long-term growth How Hasbro’s Strategy Will Drive
Future Value One of the fastest growing and most
profitable games portfolios in the world Sought after
collectors’ brandswith growing direct
capabilities Engagement with consumers from an early age
over a lifetime with growing value Iconic Portfolio of
Brands
Hasbro’s
Owned Entertainment Capabilities are Critical Provides
even more expansive monetization opportunities with complete
creative control On Track to Deliver $130M Cost &
Insourcing Synergies2 Entertainment Projects for Hasbro
Brands Cadence announced at time of acquisition close
Production Development eOne’s
Strategic Rationale is Well-Founded Two leading
pre-school brands: PEPPA PIG and PJ MASKSDrive greater toy and
licensing success with Hasbro’s capabilitiesBring television and
film expertise in-houseHasbro’s direct ownership with greater
control over branded content in the areas of story, marketing and
release schedules allows more effective oversight of timing and
pace of productionUnderwrite incremental projects with stronger
returns and greater certainty and
control +140% Source: FactSet as of May 12,
2022(1) Represents NTM EV/EBITDA multiple(2) Represents initial
target set at transaction announcement Synergy-Adjusted
Multiple is Below Hasbro Today1
eOne
Added Two Highly Strategic Pre-School Brands with Global Appeal to
Hasbro’s Portfolio of IP Globally Beloved, Highly
Toyetic Brands eOne Acquisition was Strategic for
Hasbro’s Core Business eOne’s Family & Brands
segment includes valuable pre-school IP with global reacheOne has
proven ability to create engaging content based on its pre-school
brandseOne’s TV & Film business is helping accelerate the pace
of and improve the quality of entertainment based on Hasbro
brands Family & Brands Segment Accounted for Almost
Half of EBITDA Global Awareness77%Global Intent to
Purchase40% Global Awareness53%Global Intent to
Purchase32% “We positively view Hasbro's efforts in
taking key brands and building out a media driven strategy to
better monetize its IP…The recently completed acquisition of eOne
should accelerate this process…while also adding two more, high
quality brands in Peppa Pig and PJ Masks.” – MKM Partners (Jan. 14,
2022) 2019 eOne EBITDA by division as reported in
accordance with IFRS Largest Pre-School Brand: 63%
awareness and 39% intent to purchase Note: Permission to
use quote neither sought nor obtained
Hasbro
has a Robust Play & Entertainment Slate Pipeline of
entertainment, digital gaming and live experiences highlights
expansive opportunity Entertainment
Pipeline Animated series(Netflix) Includes
theme parks and other live experiencesDefined as family
entertainment center Digital Gaming
Pipeline Live Brand Experience
Pipeline Unscripted
series(Netflix) Unscripted
series(Amazon) Animated series(Netflix) Live
action feature film(Theatrical) Live action feature
film(Theatrical) 2 new scripted series & 4 new
unscripted
series Brand LiveExperiences FEC TouringEvents Hotel
/ Restaurant (1) (2)
Wizards
is Thriving Because it’s a Part of Hasbro Hasbro has
invested over $1 billion in Wizards over last 5 years, which has
driven 150% growth in MAGIC: THE GATHERING’s high margin revenue
and doubled the size of the Wizards business in 3 years (2 years
ahead of target) Wizards is a Critical Component of
Hasbro’s Strategy Hasbro Has Invested Significant
Dollars to Grow Wizards Wizards benefits from Hasbro's
global scale, corporate and logistics infrastructure and toys,
games and entertainment expertiseHasbro will extend Wizards brands
across the Blueprint, beginning with the MAGIC: THE GATHERING
Netflix TV series and Dungeons & Dragons: Honor Among Thieves
blockbuster movieThese upcoming releases will create expansive
opportunities for both existing fans and new audiencesHasbro will
continue to leverage Wizards’ gaming expertise across other
high-value and high-potential Hasbro brandsHasbro recently acquired
D&D Beyond, the leading digital toolset and game companion for
the groundbreaking fantasy franchise, to complement and accelerate
Hasbro’s progress in both gaming and
direct-to-consumer Wizards of the Coast & Digital
Gaming
(2017-2021) CumulativeInvestments
($M) Revenue ($M) +26%
CAGR Operating Profit ($M) +27%
CAGR 41% 43% Operating Profit
Margin
Discussion
Agenda Hasbro’s Strategy Creates Greater
Opportunity Hasbro Delivers Strong
Returns Alta Fox’s Campaign Is Misinformed and
Ill-Timed Hasbro's Board Has Robust Governance
Practices Concluding Remarks Executive
Summary 1 2 3 4 5 6
Hasbro’s
Board has Robust Governance Practices Board refreshment
has been and will continue to be a top focus for
Hasbro Hasbro has engaged constructively with Alta
Fox Hasbro’s executive compensation program, including
its stock ownership requirements, is aligned with shareholders’
interests Hasbro’s Board has the skills and experience
most relevant for Hasbro’s future growth areas Play
& Entertainment with a Purpose – Hasbro is a leading ESG
company Hasbro added three new high-quality directors
this year who bring additional expertise, and is committed to
reducing the size of its Board Hasbro has proactively
adjusted its disclosure over time as the company has
evolved
Hasbro
has Robust Governance Practices Strong governance
practices establish clear independent board oversight at
Hasbro Board Practices Independent Chair Rich
Stoddart since February 25, 2022 (independent chair role created in
October 2021)All directors elected annually under majority vote
standard with a director resignation policy in uncontested
electionsCybersecurity and Data Privacy Committee established in
2018 Finance Committee with mandate to ensure disciplined capital
allocation in the best interests of shareholders Careful
board succession planning and annual board and committee
self-assessmentsAdded 6 new directors (including 3 this year) in
the past 6 years through ongoing board refreshment process In-depth
annual board review of management succession
plans Written code of conduct and corporate governance
principlesStrict “overboarding” policyProxy access by-law:
3%/3-years, the greater of 2 nominees or 20% of the Board and up to
20 shareholders can aggregate their holdingsMandatory director
stock ownership policy: requires directors to own shares of Hasbro
worth at least 5 times the value of their annual base cash
compensation History of substantive, constructive
engagement and dialogue with shareholdersLongstanding commitment to
and board leadership on corporate social
responsibility Refreshment StrongGovernance
Policies Engagement &
Responsibility
Average
Board tenure over time Board Composition &
Refreshment are Always Top Priorities Hasbro has
appointed 6 new directors since 2016 and is committed to reducing
its Board size Board Tenure Target Succession
Planning The Board devotes significant time on its
agenda to reviewing and discussing the succession plans for the CEO
and each of his/her direct reportsSuccession planning continues to
be among the Board’s top priorities and included in the annual
goals for executive management 12 of 13 (92%)Independent
Directors 7 / 7Median Director Tenure / Average Director
Tenure 7 of 13 (54%)Female Directors 4 of 5
(80%)Standing Board Committees Chaired by
Women Separate Chair and CEO
Roles 6New Directors Added in the past 6
Years 2016 2017 2018 2019 2020 2021 2022 9 9 8 9 10 10 9 Hasbro’s
Board has adopted independence standards in accordance with Nasdaq
corporate governance listing standardsAll of Hasbro’s directors
(other than the CEO) are considered independent under these
standards Independence Alan Batkin (25 yr.
tenure) and Basil Anderson (15 yr. tenure) step
down Hope Cochran and Mary Beth West
join Alan Hassenfeld (32 yr. tenure) and Crispin Davis
(5 yr. tenure) step down Laurel Richie
joins ShortPeriod(<6
yrs.) MediumPeriod(6-10 yrs.) Longer Period
(>10 yrs.) Elizabeth Hamren & Blake
Jorgensenjoin Chris Cocks joins Chairperson
Emeritus In May 2021, Alan Hassenfeld stepped down as a
director on the Board and was appointed Chairperson EmeritusAlan
Hassenfeld has no voting or other power or authority to manage the
affairs of the company 7
Hasbro
Has Actively Refreshed the Board Board refreshment has
been and will continue to be a top focus for Hasbro 2016
Annual Meeting 2022 Annual
Meeting1 Basil L. Anderson Alan
R. Batkin Kenneth A. Bronfin Michael R.
Burns Sir Crispin H. Davis Lisa
Gersh Brian D. Goldner Alan G.
Hassenfeld Tracy A. Leinbach Edward M.
Philip Richard S. Stoddart Linda K.
Zecher Former
Director Director
Nominee Chair C C (1)
Represents the Board’s director nominees Kenneth A.
BronfinIndependent Director Elizabeth HamrenIndependent
Director Laurel J. RichieIndependent
Director Michael R. BurnsIndependent
Director Blake JorgensenIndependent
Director Richard S. StoddartChair of the
Board Hope F. CochranIndependent
Director Tracy A. LeinbachIndependent
Director Mary Beth WestIndependent
Director Christian P. CocksCEO and
Director Edward M. PhilipIndependent
Director Linda Zecher HigginsIndependent
Director Lisa GershIndependent
Director
Board
Member Kenneth A. Bronfin Michael R.
Burns Hope F. Cochran Christian P.
Cocks Lisa Gersh Elizabeth
Hamren BlakeJorgensen Tracy A.
Leinbach Edward M. Philip Laurel J.
Richie Richard S. Stoddart Mary Beth
West Linda Zecher
Higgins Title Director Director Director CEO
and
Director Director Director Director Director Director Director Chair
of the
Board Director Director Senior
Management Global
Business Strategic
Planning Digital
Gaming/Digital
Products Consumer
Products Entertainment IT/Technology Sales
and
Marketing Human
Capital
Management ESG Finance/Accounting Corporate
Governance Public
board
experience Meets
criteria 10/13 10/13 11/13 10/13 10/13 10/13 12/13 10/13 11/13 8/13 11/13 9/13 11/13 Board
Overview & Relevant Experience Board
Overview Ongoing process of refreshment to maintain the
right balance of skills, experience, diversity and tenureBoard has
deep expertise across gaming, media & content, consumer
products and marketing, all of which are relevant to Wizards of the
Coast and Digital GamingChris Cocks joined the Board upon
appointment as CEOTwo new directors with deep gaming expertise
added in April 2022With this refreshment process, the current Board
has strong racial and gender diversity among its
members Hasbro Nominees Hasbro’s Board has
the Right Skills and Experience Joined in
2022 Extensive experience across digital gaming,
consumer products, entertainment/digital media and capital
allocation
Hasbro’s
Highly Qualified Board of Directors The Board is
comprised of proven leaders with experience in areas most relevant
to Hasbro Member of the Board since 2014Interim Chief
Executive Officer of Hasbro, Inc. until Feb. 25, 2022Former
President and Chief Executive Officer of InnerWorkings,
Inc.Extensive experience in the advertising, marketing and
communications industries, including in television, digital, social
media, point-of-sale, packaging and print, and in building global
brands and businesses Member of the Board since
2008Member of the Audit, Compensation and Cybersecurity and Data
Privacy CommitteesSenior Managing Director of Hearst Ventures (the
strategic investment division of diversified media, information and
services company Hearst Corporation)Extensive expertise and
experience in operational and executive roles in the media and
digital services sectors Member of the Board since
2014Member of the Finance and Nominating, Governance and Social
Responsibility CommitteesVice Chairman and a member of the board of
directors of Lions Gate Entertainment Extensive knowledge and
experience in content development and brand building to build
global entertainment franchises Richard S. StoddartAge:
59Chairman Kenneth A. BronfinAge:
62Director Michael R. BurnsAge:
63Director Member of the Board since
2016Member of the Audit (Chair), Finance and Nominating, Governance
and Social Responsibility CommitteesManaging Director at Madrona
Venture Group Former Chief Financial Officer of King Digital
EntertainmentExtensive experience as a senior financial executive
in the digital gaming and telecom industries Member of
the Board since 2022Previously President of Hasbro’s Wizards of the
Coast and Digital Gaming segmentFormerly held senior management
positions at Microsoft Corporation, where he guided the marketing
strategies of hit Xbox Games franchises including Halo and served
as Vice President of OEM Technical Sales Member of the
Board since 2010Member of the Audit and Compensation (Chair)
CommitteesPreviously CEO of Alexander Wang, Goop and Martha Stewart
Living OmnimediaExtensive experience in the media, branded products
and entertainment industries, including television, digital
entertainment and publishing Hope F. CochranAge:
50Director Christian P. CocksAge: 48CEO
& Director Lisa GershAge:
63Director Member of the Board
since 2008Member of the Audit, Finance and Nominating, Governance
and Social Responsibility CommitteesFormerly Executive Vice
President and Chief Financial Officer for Ryder System,
Inc.Extensive business experience in global operations, strategic
and financial planning, auditing and accounting Tracy A.
LeinbachAge: 62Director Member of the Board
since 2002Member of the Compensation and Nominating, Governance and
Social Responsibility (Chair) CommitteesFormer COO of Partners in
HealthExperience in strategic, business and financial planning in
consumer-based and technology-based industries and in overseeing
management teams of such companies Member of the Board
since 2020Member of the Compensation and Nominating, Governance
and Social Responsibility CommitteesFormer President of the Women’s
National Basketball AssociationFormer CMO of Girl Scouts of the
United States of AmericaExtensive experience and skills in global
marketing and brand-management skills Edward M.
PhilipAge: 56Director Laurel J. RichieAge:
63Director Member of the Board since 2016Member of the
Finance (Chair) and Nominating, Governance and Social
Responsibility CommitteesFormer Senior Vice President and Chief
Growth Officer, The Hershey CompanyExtensive experience and
expertise in marketing, brand building, managing global franchises,
understanding and applying consumer
insights Mary Beth WestAge:
59Director Member of the Board since 2014Member of the
Audit and Cybersecurity and Data Privacy (Chair) CommitteesCEO and
Managing Partner of the Barkley Group (a cybersecurity and digital
transformation consulting firm)Extensive experience in leading the
transformation of businesses in the fields of digital publishing,
digital learning, and online sales and
marketing Linda Zecher HigginsAge:
68Director Member of the Board since 2022Member of the
Compensation Committee and Cybersecurity and Data Privacy
CommitteesChief Operating Officer at DiscordPreviously Corporate
Vice President at Microsoft Corporation, where she led product and
engineering for XboxExtensive background in engineering, product
management, marketing and operations for technology and gaming
companies Member of the Board since 2022Member of the
Audit and Finance CommitteesExecutive Vice President of Special
Projects at Electronic Arts, Inc.Former Chief Financial Officer and
Chief Operating Offices at Electronic Arts, Inc.More than a decade
as a senior executive at a leading digital gaming company with deep
experience across finance, operations, consumer products,
technology and gaming Elizabeth HamrenAge:
50Director Blake JorgensenAge:
62Director Denotes experience as public
company executive
Compensation
is Aligned with Shareholders’ Interests Hasbro’s
executive compensation program is appropriate and aligns company
performance with the interests of our shareholders CEO
Compensation is Aligned With Performance CEO
Compensation is Appropriate Chris Cocks’ target total
direct compensation is less than half of the peer medianHasbro has
received strong support on its “Say on Pay” vote, with the last
5-years’ support averaging 93.5%ISS considered our three-year (2018
– 2020) CEO compensation to be aligned with performanceHasbro’s NEO
compensation is in-line with peer median Hasbro’s last
three completed long-term incentive performance cycles have
realized values substantially below the targeted grant value, with
our former CEO realizing a total of 47% of such targeted grant
valueISS described the company’s long-term performance goals as
“sufficiently rigorous” Performance Share Award Realized
Value (% of Target) CEO Total Direct Compensation
($mm) 1 As described in our 2020 proxy statement, our
former CEO would have been entitled to receive a 23% payout under
this award, but instead waived any rights to payment and realized
no value for such award2 Meridian Compensation Partners data from
2021 proxy disclosures; 3 Based on Chris Cocks’ target compensation
from 01/05/22 Employment Agreement
2 3 1
Hasbro’s
Board of Directors has “Skin in the Game” Hasbro’s
director stock ownership and compensation guidelines are aligned
with shareholder interests, and are competitive and
appropriate Directors Have Significant Equity
Ownership Director Compensation is Competitive and
Appropriate Hasbro’s total per-director compensation is
within 5% of the median for its proxy peers Hasbro’s
stock ownership guideline of 5x annual compensation within 5 years
is aligned with peers and market practicesIf the company’s share
price rises, Hasbro directors participate in the success, and if it
declines, they feel the painDirectors generally receive the
majority of their compensation in stock and most hold multiples of
the minimum requirement Total Per-Director Compensation
($000)2 Director Equity Ownership ($mm)1 1 As
of 04/22/22, includes currently exercisable options and options
exercisable within sixty days of April 21, 2022 (which are not
counted toward minimum equity ownership requirements), excludes
April 2022 appointees2 Based on 2021 proxy disclosures3 Appointed
to the Board on November 2, 2020 (3) Only ~1%
of the total shares ever issued to the current directors have been
sold
Hasbro
has a Robust Shareholder Engagement Process Hasbro
engages with shareholders on a regular basis as part of its
commitment to build relationships, be responsive to shareholders
and ensure that Hasbro’s actions incorporate shareholder
viewpoints Hasbro believes that
positive, two-way dialogue builds informed relationships
that promote transparency and accountabilityHasbro IR and
management are actively engaged with current and potential
shareholders as well as analystsIn 2021 alone the company held
approximately 235 calls and meetings with investors and analystsAs
it does every year, in 2021, Hasbro proactively extended a
quarterly invitation to its top 25 shareholders to meet and the
company had discussions with those who accepted the invitation; in
addition, Hasbro also spoke with shareholders who reached outHasbro
received strong support for its executive compensation programs,
including the metrics used within its annual and long-term
incentive programs during 2021 engagementsIn 2022 to date, Hasbro
has covered a variety of topics, with a primary focus on ESG
disclosure, programs and strategic and capital allocation
priorities, CEO succession planning, executive compensation, and
corporate governanceThese meetings were productive, with specific
positive comments and praise for Hasbro’s ESG progress, and the
addition of an ESG modifier to its compensation
program
Hasbro
Proactively Adjusted Disclosure as Wizards Grew In
addition to disclosing performance of the Wizards of the Coast and
Digital Gaming segment, Chris Cocks has presented at numerous
investor conferences since joining Hasbro in 2016 New
Segment Reporting In Q1 2021, Hasbro changed its
reportable segments to Consumer Products, Wizards of the Coast
& Digital Gaming, and Entertainment to give investors better
visibility into Hasbro and to reflect how the company is now
organizedNew reporting segments provide increased insight into
Hasbro’s differentiated capabilities and how the Brand Blueprint
comes togetherAdded disclosure of tabletop vs. digital &
licensed gaming revenue for Wizards starting in Q4
2021 Chris Cocks Public Presentations Hasbro
has provided numerous opportunities for investors to learn about
Wizards of the Coast in greater detail, highlighting both MAGIC:
THE GATHERING and DUNGEONS & DRAGONS regularly on earnings
call, conferences, investor materials and investor meetingsIn
addition, from 2016-2021, Chris Cocks participated in:Hasbro
investor days (2017 and 2021)Hasbro Toy Fair Investor Events (2017,
2018, 2019, and 2020)Goldman Sachs’ Future of eSports & Video
Games conference (Sep. 2019)1x1 discussion with Stifel analyst Drew
Crum (Sep. 2021)Jefferies Interactive Entertainment conference
(Nov. 2020 and Nov. 2021) “Under the leadership of a new
CEO, Hasbro's conference call had a distinctly different flow &
degree of disclosure. ‘Focus & scale’ is the headline, which
provides perspective on recent actions to slenderize the portfolio
and invest in fewer, bigger ideas, namely Wizards (Magic and
D&D).“– Jefferies (April 19, 2022)
Hasbro
has Engaged Constructively with Alta Fox
(10/12): Brian Goldner passed away(10/27): AF reached
out to Hasbro IR to learn more about the business (11/1,
3 & 17): Series of conversations with Hasbro Investor
Relations (12/8): AF laid out investment thesis and
areas of concern at Hasbro(12/17): Deb Thomas (CFO) met with Connor
Haley (AF)(12/21): Emails exchanged regarding follow up
questions/answers in which AF refused to disclose ownership stake
or provide its thesis
materials October S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 (1/7):
Deb Thomas (CFO) and Richard Stoddart (Interim CEO) met with Connor
Haley (AF) AF requested for Board to respond by 1/14 toExplore
tax-free spin-off of Wizards of the CoastReplace several existing
Hasbro Board members with unidentified directors that have
"expertise in gaming, spin-off execution, and disciplined capital
allocation"Reinvest aggressively into Wizards of the Coast’s key
franchises(1/20): Richard Stoddart (Interim CEO), Michael Burns
(Independent Director), Hope Cochran (Independent Director) and Deb
Thomas (CFO) met with Connor Haley
(AF) November S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 December S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 January S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 February S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 March S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 (2/17):
Alta Fox publicly discloses nominations (2/28): Emails exchanged
wherein Hasbro offered to interview AF’s proposed directors AF
refused to permit interviews without a settlement framework in
place Hasbro has continuously attempted to collaborate
with Alta Fox; however, prior to publicly launching its campaign,
Alta Fox repeatedly refused to disclose its ownership or proposed
directors (3/14): Hasbro’s advisors offered to
collaborate with AF on appointment of one director, which AF
rejected(3/15): Hasbro’s advisors re-conveyed Hasbro interview
invitation, and AF agreed to let the Board interview 2/5 of its
nominees(3/18, 21, & 22): The Board interviewed 2 of AF’s
candidates (3/22 & 24): The Board and Nom/Gov committee
convened and determined AF’s nominees lacked sufficient
qualifications (3/25): Company's advisors offered to collaborate
with AF on appointment of two directors, quarterly calls with Chris
Cocks, and improved disclosure, which AF rejected(3/27): Chris
Cocks (CEO) reached out to Connor Haley (AF) to reiterate Hasbro’s
interest in reaching a settlement Alta Fox refused to
engage on the qualifications of the new directors being considered
by Hasbro
Playing
and Entertaining with Purpose Hasbro’s clear sense of
purpose and ESG strategy continue to drive long-term value creation
for all stakeholders Climate &
Sustainability Diversity, Equity &
Inclusion Joined the Science based Target Initiative
(SBTi), committing to set science-based 2030 and 2050 goals to
further reduce Greenhouse Gas EmissionsOn track to eliminate
plastic in all new toy and game packaging by end of 2022Set goal
for Potato Head toy line to be made with plant-based or renewable
materials by end of 2024Promoting the Circular Economy through our
industry-leading Toy Recycling program, now launched in 12
countries worldwide Ethical Sourcing & Human
Rights On track to meet 2025 goals to increase female
representation in leadership to 50% globally and minority
representation in US workforce to 25% Achieved 99.6%
Renewable Energy Goal for Owned & Operated
facilities Achieved 100% Supplier Participation Rate in
Measurement of Environmental Performance Philanthropy
and Social Impact Brought joy to over 6 million children
& families worldwide through toy, game, and financial donations
& social impact
initiatives Engaged92% of
employees through volunteerism and hundreds of service projects
worldwide Continue to foster a culture of inclusion,
conducting unconscious bias training for over two-thirds of US
employees Achieved
100% audit rate annually for all third-party suppliers and major
subcontractors, including supplemental oversight auditsAdvanced
capacity-building throughout supply chain through mandatory Hasbro
Ethical Sourcing Academy training for all suppliersChampioned
Worker Well-Being through female worker empowerment programs and
support migrant worker families
Discussion
Agenda Hasbro’s Strategy Creates Greater
Opportunity Hasbro Delivers Strong
Returns Alta Fox’s Campaign Is Misinformed and
Ill-Timed Hasbro's Board Has Robust Governance
Practices Concluding Remarks Executive
Summary 1 2 3 4 5 6
Alta
Fox Campaign is Misinformed and Ill-Timed Hasbro
believes that: Alta Fox’s campaign is built on flawed
assumptions and a poor understanding of Hasbro’s business, most
importantly Wizards Alta Fox’s campaign is
ill-timed Alta Fox’s valuation analysis for Wizards in
fundamentally misinformedand relies on inappropriate
comparisons Alta Fox lacks conviction in its investment
thesisand is seemingly fixated on value destructive
transactions Alta Fox’s nominees have limited
qualifications for Hasbro’s Board and lack relevant industry
experience across all of Hasbro’s future growth
areas
Alta
Fox’s Campaign is Built on Flawed Assumptions and a Poor
Understanding of Hasbro’s Business Alta Fox lacks an
understanding of Hasbro’s business, including, most significantly,
Wizards Alta Fox’s Inaccurate Claims on
Wizards Hasbro Reality “[Alta Fox believes]
Hasbro has shackled [Wizards] by running the segment as a cash cow,
limiting its internal reinvestment opportunities and diverting its
cash flow to invest in margin-dilutive Hasbro-related business
lines.” Hasbro’s Board has overseen over $1 billion
invested in Wizards in the last 5 years to meet its funding needsAs
a result, Wizards revenue doubled in size over a three-year period
(2018-2021) and increased revenue 42% to $1.28 billion in 2021
aloneMAGIC: THE GATHERING revenue alone grew 150% over the last 5
yearsWizards’ exceptional track record – a result of the successful
partnership between Chris and the Board – is a strong example of
Hasbro’s successful investment approach “The Board has
misallocated a significant portion of [Hasbro’s] research and
development budget, to the detriment of attractive reinvestment
opportunities within Wizards of the Coast's core
franchises.”
Alta
Fox’s Valuation Analysis for Wizards is Fundamentally Misinformed
and Relies on Inappropriate Comparisons Alta
Fox’s“Spectrum of Comps” Legacy Toy
Businesses Slower GrowthVideo Game
Giants DominantTabletop Franchise League
Owners Companies WithSimilar Financial
Profiles Rule of 40 SaaS Comps Faster Growth
Video Game “Ecosystem”
Players “Inferior” “Reasonable” “Aspirational” Hasbro
Notes Alta Fox’sComparable Companies NTM
EV/EBITDA(2-Year Average) NTM
EV/EBITDA(Current) 10x 16x 20x 27x 26x 30x 59x 8x 12x 12x 24x 19x 22x 30x Meritech
Capital Hasbro’s consolidated multiple is already above
other toy companies Comparing to Digital Games companies
is flawed given Wizards largely analog business Games
Workshop briefly traded at outsized multiple before returning to
norm Source: Bloomberg, FactSet and Meritech Capital as
of May 12, 2022 Companies with very
different business models and industries are misinformed benchmarks
for strategic decision-making Alta Fox’s Universe of
Comparable Companies for Wizards Current Market
Observations In-line
withHasbro
Alta
Fox’s Campaign to Separate Wizards is Poorly Timed Alta
Fox began buying Hasbro stock just days after the passing of
Hasbro’s long-time leader Brian Goldner and went public 8 days
before Chris Cocks’ CEO appointment became effective The
Board clearly recognized the importance of Wizards to overall
Hasbro and Chris Cocks’ strong performance-oriented leadership when
they appointed him as Hasbro’s new CEOBoard had been actively
engaged in succession planning prior to Chris' appointmentHaving
assumed the CEO role only 8 days after Alta Fox publicly launched
their attack, Alta Fox did not give Chris any time to ramp up in
the seat and pursue his vision for the consolidated business No one
is better positioned than Chris to get the full benefit of the
Brand Blueprint for WizardsHistorical Wizards performance under
Chris’ leadership was strong, and the Board believes Hasbro should
see how Chris' impact on the company will generate returns in
excess of what a separated Wizards and Consumer / Entertainment
RemainCo could achieve Wizards & Digital Gaming
Revenue ($M) Wizards & Digital Gaming Operating
Profit ($M) '19-’21 CAGR:+30% '19-’21
CAGR:+36%
38.7% 46.4% 42.5% Operating
Profit Margin
Alta
Fox Lacks Clarity and Conviction in its Thesis Alta
Fox’s actions demonstrate its lack of understanding, as evidenced
by waffling on its core namesake thesis to spin off
Wizards “Free the Wizards” (February
2022) “Strengthen Hasbro” (May
2022)
Alta
Fox Repeatedly Criticizes Hasbro’s Board for Not Accepting Value
Destructive Offers for the Company Alta Fox’s fixation
on value destructive transactions is consistent with its initial
proposal to spin off Wizards, pushing a transaction agenda at the
cost of returns for all shareholders Accepting Mattel’s
$24 All-Stock Offer in 1996Would Have Destroyed Significant Value
for Shareholders Source: FactSetRepresents total
shareholder return from January 24, 1996 (one day before media
reports of takeover offer) through May 12, 2022Represents Hasbro’s
share price on January 24, 1996 (adjusted for stock splits) grown
by Hasbro’s total shareholder returnRepresents implied Mattel offer
price on January 24, 1996 (adjusted for stock splits) grown by
Mattel’s total shareholder returnRepresents total shareholder
return from June 23, 2010 (one day prior to media reports of
potential transaction) through May 12,
2022 Value of Holding Hasbro
Stock2 Value ofAcceptingMattel Offer3 Sale to
Providence Equity for a Slight PremiumWould Have Deprived
Shareholders of Meaningful Upside TSR Since Mattel
Offer1 Illustrative Value Today Hasbro
Generated 208% TSR Since Takeover
Rumors4
Alta
Fox’s Nominees Have Limited Qualifications for Hasbro’s
Board Alta Fox’s nominees do not have the experience
necessary for success Alta Fox’s slate has limited to no
corporate or business experience across consumer products,
entertainment and gaming, all of which are critical to Hasbro’s
long-term successAlta Fox claims that Hasbro’s Board “lacks gaming
experience most relevant to Wizards of the Coast,” yet its nominees
lack exactly this experience, instead bringing management and
director experience in enterprise software, insurance and
telecommunications Alta Fox Nominee Rani
Hublou Carolyn Johnson Marcelo Fischer
Title Board of Directors at Tecsys
Board of Directors at Kuvare Insurance
Services CFO at IDT Digital
Gaming Entertainment/Digital
Media Consumer
Products No digital
gaming or entertainment / digital media expertise Alta
Fox Nominees Lack Relevant Industry Experience Board
Overview
Alta
Fox Nominee: Rani Hublou Rani Hublou’s B2B credentials
are not additive to Hasbro’s Board Additional
Commentary Biography Relative TSR Since
Appointment to Tecsys Board1 Rani HublouBoard of
Directors, TecsysPrimary Industry Experience:Enterprise software
marketingPrior Public Board Experience:Tecsys Experience
is primarily in marketing at companies that sell to enterprise, not
consumers; no qualifications in businesses focused on gaming,
entertainment or consumer productsTecsys share price has fallen
~36% over last twelve months Tecsys’ TSR has underperformed
Hasbro’s TSR during her tenureHublou was terminated in 2019 from
her role as chief marketing officer of business communications
provider 8x8, Inc. In subsequent litigation, the company claimed
that Hublou was not a team player, that her department experienced
high turnover and that her business decisions had “adverse
consequences.” (Hublou and 8&8 settled in November 2020.)Since
her termination from 8x8, Hublou’s only reported non-board
experience is self-employment as a consultant with Incline
Strategies. We have been unable to identify any website, employees
or business phone number for Incline Strategies.Alta Fox declined
Hasbro’s request to interview Hublou, so Hasbro was not given an
opportunity to ask her about these issues and to better understand
her qualifications. S&P 500 Source:
Public filings and FactSet(1) Represents total shareholder return
from April 30, 2020 through May 12, 2022
Alta
Fox Nominee: Carolyn Johnson Carolyn Johnson has a weak
transformation track record and lacks critical industry
experience Additional
Commentary Biography Majesco Share Price
Performance During Johnson’s Tenure1 Carolyn
JohnsonBoard of Directors, Kuvare Insurance ServicesPrimary
Industry Experience:Insurance and insurance softwarePrior Public
Board Experience:Majesco No experience leading or
growing consumer businessesNo relevant expertise in gaming,
consumer products or entertainmentShort tenure and little success
as Chief Transformation Officer at AIG Held position for only 7
monthsMajesco’s share price declined by 10% during Johnson’s
tenureAlta Fox declined Hasbro’s multiple requests to interview
Johnson, so Hasbro was not given an opportunity to ask her about
these issues and to better understand her
qualifications. Source: Public filings and
FactSetRepresents share price performance from September 9, 2019
through July 17, 2020 (one day prior to Thoma Bravo’s announcement
to acquire
Majesco) (10%) +8%
Alta
Fox Nominee: Marcelo Fischer Marcelo Fischer has a weak
record with spin-offs Additional
Commentary Biography Primarily brings legacy
telecommunications and personal care experience – neither of which
are relevant to Hasbro’s business model nor the omni-channel
storytelling strategy central to our successSeveral companies that
have been spun off from IDT during his tenure have performed poorly
and have come under scrutiny for issues ranging from internal
controls to fraudulent misrepresentation Straight Path
Communications Inc. was spun off from IDT in July 2013. A
subsequent report alleged IDT’s 5G licenses were obtained by
“fraudulent misrepresentation.” Straight Path subsequently entered
into an FCC consent decree, agreeing to pay a $15 million civil
penalty and sell all its 5G licenses. A shareholder lawsuit
relating to these matters is currently awaiting trial.Genie Energy
Ltd., Zedge Inc. and Rafael Holdings Inc. all disclosed material
weaknesses in internal controls following their respective
spin-offs from IDT. In Zedge’s case, this led to a restatement of
results.Alta Fox failed to disclose to Hasbro that it has an
ongoing business relationship with Fischer’s IDTIn September 2021,
IDT sold a 2.5% stake in its National Retail Solutions (“NRS”)
subsidiary to Alta Fox for $10 million. NRS continues to be a “key
business unit” of IDT, and Alta Fox has the right to redeem its NRS
stock after 5 years (IDT still owns ~81% of NRS)Alta Fox owns ~1%
of IDT’s shares, making it the 11th largest institutional
shareholder of IDT. It is Alta Fox’s 5th largest holding in its
portfolio.Fischer was one of only two Alta Fox nominees Hasbro was
allowed to interview, and Fischer did not disclose any of these
issues Marcelo Fischer CFO, IDT CorpPrimary Industry
Experience:Telecom and personal carePrior Public Board
Experience:None Select Relative TSR
Performance1 Source: Public filings and
FactSetRepresents total shareholder return through May 12,
2022Represents date on which IDT’s Board of Directors elected
Marcelo Fischer as Chief Financial Officer and
Treasurer Since 6/1/062 Since
10/26/11 Since 6/1/16 Since
3/27/18
Discussion
Agenda Hasbro’s Strategy Creates Greater
Opportunity Hasbro Delivers Strong
Returns Alta Fox’s Campaign Is Misinformed and
Ill-Timed Hasbro's Board Has Robust Governance
Practices Concluding Remarks Executive
Summary 1 2 3 4 5 6
Hasbro
Delivers Strong Returns Prior to the start of COVID-19
and for a reasonable period, Hasbro delivered strong returns and
significantly outperformed Mattel After the challenges
of COVID-19, eOne is on track and back in
action Hasbro’s performance since the start of COVID-19
benefitted from its diversified business model Hasbro
acknowledges its recent underperformance, and believes it is
explained by the unfortunate timing of eOne as well as broader
industry headwinds Hasbro has delivered strong long-term
returns since implementing the Brand Blueprint strategyand the
company’s go-forward gameplan is clear
Prior
to the Start of COVID-19 and For a Reasonable Period, Hasbro
Delivered Strong TSR 5 Years Pre-COVID(February 19, 2015
– February 19, 20201) COVID-19 to Current(February 19,
20201 – May 12, 2022) Combined(February 19, 2015 – May
12, 2022) Source: FactSetRepresents S&P 500 peak
prior to COVID-19 S&P
500ConsumerDurables Russell1000ConsumerDiscretionary See
following page for additional detail Mattel recovery
after previous decline and depressed stock price S&P
500 S&P
500ConsumerDurables Russell1000ConsumerDiscretionary S&P
500 S&P
500ConsumerDurables Russell1000ConsumerDiscretionary S&P
500
Hasbro’s
Performance Since Start of COVID-19 Benefitted From Its Diversified
Business Model Since COVID-19, Hasbro has not
underperformed relative to entertainment and gaming
peers Total Shareholder Return Since the Start of
COVID-19(February 19, 20201 – May 12, 2022) Source:
FactSetNote: S&P 500 Consumer Durables & Apparel represents
industry group within S&P 500 (which Hasbro is a constituent
of)Represents median of Paramount, Warner Bros Discovery, Lions
Gate, Netflix and DisneyRepresents median of Activision Blizzard,
Take-Two, Ubisoft, Games Workshop, Electronic Arts, Zynga,
Playtika, SciPlay, and CD Projekt; unaffected dates utilized for
recently announced M&A transactions Digital
Gaming2 Entertainment1 S&P 500Consumer
Durables Russell 1000Consumer
Discretionary (42%) 5 years Pre-COVID+12% through
current S&P 500
After
the Challenges of COVID-19, eOne is On Track and Back in
Action Blockbuster Entertainment Robust
Content Pipeline Synergy Achievement On
Track Production Development +140% Entertainment
projects for Hasbro brands Dungeons & Dragons: Honor
Among Thieves(Theatrical) Transformers: Rise of the
Beasts(Theatrical) Animated TV
Series(Netflix) Run-rate cost and
in-sourcing synergies ($M)
Hasbro
Acknowledges Its Underperformance Over the Traditional 1, 3 and
5-Year Periods Hasbro believes this performance is
explained by the unfortunate timing of eOne as well as other
industry headwinds Last 5 Years(May 12, 2017 – May 12,
2022) Last 3 Years(May 12, 2019 – May 12,
2022) Last 1 Year(May 12, 2021 – May 12,
2022) Source: FactSetNote: S&P 500 Consumer Durables
& Apparel represents industry group within S&P 500 (which
Hasbro is a constituent of)Represents median of Paramount, Warner
Bros Discovery, Lions Gate, Netflix and DisneyRepresents median of
Activision Blizzard, Take-Two, Ubisoft, Games Workshop, Electronic
Arts, Zynga, Playtika, SciPlay, and CD Projekt; unaffected dates
utilized for recently announced M&A
transactions Digital
Gaming2 Entertainment1 S&P 500Consumer
Durables Russell 1000Consumer
Discretionary S&P
500
Hasbro
Has Delivered Strong Long-Term Returns Since Implementing the Brand
Blueprint Strategy Total Shareholder Return Since
Implementation of the Brand Blueprint Strategy Through
Pre-COVID(May 22, 20081 – February 19, 20202) Through
Current(May 22, 20081 – May 12, 2022) Source:
FactSetRepresents date on which Brian Goldner was appointed CEO of
HasbroRepresents S&P 500 peak prior to
COVID-19 S&P
500ConsumerDurables Russell
1000ConsumerDiscretionary S&P
500 S&P
500ConsumerDurables Russell
1000ConsumerDiscretionary S&P
500
Going
Forward, Hasbro’s Gameplan is Clear Grow Hasbro’s world
class portfolio of brands, and amplify its industry-leading gaming
portfolio by putting the consumer at the center of everything the
company does and creating direct relationships with its
fans Disciplined
Approach Strategic Focus Areas Actions
Already Underway Focus on fewer, bigger opportunities
and scaling those with reinvestmentApply the capital discipline and
winning decision-making demonstrated at Wizards to the entire
Hasbro business Games MultigenerationalPlay
&
Entertainment Direct-to-Consumer 1 2 3 Accelerate
progress in gaming and direct-to-consumerPlatform for D&D’s
digital hub with 10 million gaming accounts One of the
most beloved sports collectibles of all timeAppeal to fans of all
ages in a fast-growing category
Discussion
Agenda Hasbro’s Strategy Creates Greater
Opportunity Hasbro Delivers Strong
Returns Alta Fox’s Campaign Is Misinformed and
Ill-Timed Hasbro's Board Has Robust Governance
Practices Concluding Remarks Executive
Summary 1 2 3 4 5 6
Hasbro’s
Strategy Maximizes the Monetization of its BrandsHasbro began
implementing its multigenerational play & entertainment
strategy 14 years ago, and today it is a broadly-followed model for
success Alta Fox’s Campaign is Misinformed and
Ill-TimedAlta Fox is wrong about breaking up Hasbro and has
proposed nominees with limited qualifications to Hasbro’s
Board Hasbro Has Delivered Strong ReturnsWhile COVID-19
has materially impacted Hasbro’s recent performance, it has
weathered these headwinds and delivered strong returns for
shareholders over the long-term Hasbro's Board has
Relevant Skillsets and Robust Governance PracticesHasbro’s Board
has the right skills and experience most relevant to Hasbro’s
future and has gotten even stronger Concluding
Remarks Hasbro
has Undergone Significant Change and is Well-Positioned for the
FutureHasbro possesses the leadership, portfolio of brands and
capabilities to drive the next phase of growth and
change
Vote
“FOR ALL” of Hasbro’s Highly Qualified Director Nominees on the
WHITE Proxy Card Today
SUPPLEMENTAL
FINANCIAL DATA (Unaudited) (Millions of Dollars and
Shares, Except Per Share Data) RECONCILIATION OF
NON-GAAP FINANCIAL MEASURES
SUPPLEMENTAL
FINANCIAL DATA (Unaudited) (Millions of Dollars and
Shares, Except Per Share Data) RECONCILIATION OF
NON-GAAP FINANCIAL MEASURES
SUPPLEMENTAL
FINANCIAL DATA (Unaudited) (Millions of Dollars and
Shares, Except Per Share Data) RECONCILIATION OF
NON-GAAP FINANCIAL MEASURES
SUPPLEMENTAL
FINANCIAL DATA (Unaudited) (Millions of Dollars and
Shares, Except Per Share Data) RECONCILIATION OF
NON-GAAP FINANCIAL MEASURES
The following is an advertisement by Hasbro appearing on
LinkedIn beginning on May 16, 2022.
Hasbro has a winning business
strategy in the Brand Blueprint, a diverse and refreshed Board of
Directors with deep expertise, and a long history of creating value
for our shareholders. For more important information ahead of our
annual meeting of shareholders on June 8, 2022, please visit:
[Link to Hasbro website containing information previously filed or
filed herein under cover of Schedule 14A]
The following is an advertisement by Hasbro (@Hasbro)
appearing on Twitter beginning on May 16, 2022.
.@Hasbro has a winning
business strategy in the Brand Blueprint, a diverse and refreshed
Board with deep expertise and a long history of creating value for
our shareholders. For more important information ahead of our
annual meeting of shareholders, please visit: [Link to Hasbro
website containing information previously filed or filed herein
under cover of Schedule 14A]
On May 16, 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 or filed herein
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 S. Stoddart Char 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 traffic
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 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 05.16.22 Filing of Investor Presentation Press Release Press
Release 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 ©2022 Hasbro, Inc. All Rights
Reserved. Private Policy Call if Privacy Rights & Notes Terms
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Important Information Regarding the Annual Meeting Access the
latest regulatory filings, press releases, shareholder letters and
presentations

Press releases 05.16.22 Filing of Investor Presentation Press
Release Press Release 04.25.22 Hasbro Board of Directors Issues
Letter to Shareholders Press Release 04.04.22 Elizabeth Hamren and
Black 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 and 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
Presentations 05.16.22 Hasbro Investor Presentation PDF |
Contact us Get in touch ©2022 Hasbro, Inc. All Rights Reserved.
Private Policy Call if Privacy Rights & Notes 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.
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