Shareholders Urged to Vote FOR ALL of Hasbro’s
Highly Qualified Directors on the WHITE Proxy Card
Hasbro, Inc. (NASDAQ: HAS) (“Hasbro” or the “Company”), a global
play and entertainment company, today issued the following letter
to Hasbro shareholders in connection with the Company’s 2022 annual
meeting of shareholders (the “2022 Annual Meeting”) to be held on
June 8, 2022.
For information about the 2022 Annual Meeting, please visit:
www.HasbroGamePlan.com.
The full text of the letter follows.
May 18, 2022
Dear Fellow Shareholder:
Your vote at Hasbro’s annual meeting of shareholders to be held
on June 8, 2022 is more important than ever. Please vote today “FOR
ALL” Hasbro nominees to the Board of Directors. The Hasbro Board
nominees have the right balance of skill sets, experiences and
fresh perspectives to guide our new CEO – Chris Cocks – and our
management team in executing our long-term strategy for the benefit
of ALL shareholders. A hedge fund called Alta Fox Opportunities
Fund, LP (together with its affiliates, “Alta Fox”) is attempting
to replace three of our highly skilled and experienced directors
with nominees who lack relevant industry expertise and, in our
view, possess inferior skillsets. As such, the Hasbro Board of
Directors urges shareholders to reject the Alta Fox nominees, and
vote “FOR ALL” of Hasbro’s Directors on the enclosed WHITE proxy
card.
Hasbro’s Board has Highly Relevant
Qualifications and Significant Experience Driving Value
Creation
Rich Stoddart, Chair of the Board of Directors of Hasbro,
brings extensive experience in the advertising, marketing and
communications industries, including in television, digital, social
media, point-of-sale, packaging and print; global operations; and
building global brands and businesses.
- Recognized for his strategic and commercial leadership as well
as his expertise in all facets of marketing execution and supply
chain management.
- Led and drove profitable growth at a variety of global
organizations and has strong expertise in business transformation,
operations and mergers & acquisitions.
- Stepped up as interim CEO after the sudden passing of Brian
Goldner last year to guide the Company through a sensitive
transition and is a critical player in Hasbro’s future
success.
Lisa Gersh is a seasoned and proven public company
executive with a wealth of experience building and leading
brand-driven businesses as well as strong knowledge of digital
media, entertainment, traditional and direct to consumer retail and
integrated marketing.
- Vital skills in marketing and branding, media trends and
building global brand-driven businesses that are integral to the
Board’s role in overseeing the success of the Brand Blueprint
strategy.
- Expertise in setting compensation programs in multiple
industries to attract and retain key employee talent.
Edward “Ted” Philip brings significant knowledge of
digital and technology-focused industries, as well as broad
operational and financial leadership experience at multinational
corporations.
- More than 30 years of business and management experience,
including decades as both an operating executive and chief
financial officer of multinational corporations, along with
expertise in consumer trends in the family entertainment
industry.
- Expertise in board governance and corporate finance, as well as
in the operations and management of large, multinational
organizations that will be instrumental to the Board as we work
with Chris to execute our business review and transformation.
Hasbro Has a Strong History of Good
Corporate Governance, Including Ongoing, Thoughtful Succession
Planning and Board Refreshment
Hasbro’s Board regularly engages in succession planning for the
Company’s most senior roles, considering internal and external
candidates with the goal of identifying and placing the best
long-term leaders. For the Company’s new CEO, succession planning
began long before the sudden passing of Brian Goldner, which
allowed us to run a comprehensive process quickly. We are thrilled
to have chosen Chris Cocks as our new CEO – a change agent who
doubled the Wizards business over a three-year period and who is
now focused on applying that same discipline and results-driven
mindset to all of Hasbro.
In terms of Board refreshment, ahead of the recent appointments
of Liz Hamren and Blake Jorgensen to our Board, Hasbro invited Alta
Fox’s five original director nominees to interview with the Board’s
Nominating, Governance and Social Responsibility Committee. Alta
Fox initially refused to permit such interviews and ultimately
allowed Hasbro to interview only one of its current nominees. Alta
Fox’s candidates received full and fair consideration; however, the
Board concluded that Liz Hamren and Blake Jorgensen were superior
additions due to their significant experience and expertise in
gaming, technology, operations and capital allocation. In our view,
Alta Fox’s nominees, given their limited relevant qualifications,
would not be additive to the Board in helping Hasbro achieve its
long-term strategy.
Alta Fox’s Nominees Do Not Have the
Necessary Skills for Hasbro’s Board
Marcelo Fischer has a long history of underperforming
spin-offs. Based on his previous experience at IDT, where he
participated in numerous (mostly underperforming) spin-offs as
senior vice president – finance, we expect that he will advocate
for the Wizards spin-off proposal being pushed by Alta Fox – even
though we have thoroughly evaluated it and believe it will not
create value for all shareholders.
- 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
success.
- Fischer’s company, IDT, has a continued business relationship
with Alta Fox, which Alta Fox has failed to disclose to Hasbro
shareholders in this proxy contest. Given this business
relationship, we are concerned that Fischer would not be truly
independent from Alta Fox.
Rani Hublou’s B2B credentials would not be additive to
Hasbro’s Board. Her primary experience is narrowly limited to
marketing in the enterprise software space, including at Tecsys,
whose TSR has fallen about 36% over the last 12 months and which
has underperformed Hasbro’s TSR by 3.5x during her tenure.
- No qualifications in consumer businesses focused on gaming,
entertainment or consumer products.
- Alta Fox declined Hasbro’s multiple requests to interview
Hublou, so Hasbro was not given an opportunity to ask her about her
experience and qualifications.
Carolyn Johnson has a poor track record regarding business
transformation and lacks critical industry experience. She has
a short seven-month tenure and little success as Chief
Transformation officer at AIG, whose net income declined 84% during
her tenure.
- No experience leading or growing consumer businesses.
- No relevant expertise in gaming, consumer products or
entertainment.
- Alta Fox declined Hasbro’s multiple requests to interview
Johnson, so Hasbro was not given an opportunity to ask her about
her experience and qualifications.
VOTE THE WHITE PROXY CARD
TODAY
The Board of Directors of Hasbro recommends shareholders vote
“FOR ALL” the nominees proposed by the Hasbro Board at the upcoming
annual meeting on the WHITE proxy card.
Please Vote Now Using One of the
Following Methods
Vote by Internet
Go to the website identified on the
enclosed WHITE proxy card or voting
instruction form
Vote by Phone
Call the number on the enclosed
WHITE proxy card or voting
instruction form
Vote by Mail
Mark, sign, date and return the enclosed
WHITE proxy card or voting
instruction form in the accompanying postage-paid pre-addressed
envelope
We encourage shareholders NOT to sign, return or vote any
gold proxy card sent to you by Alta Fox. Only the latest dated
proxy card will count at Hasbro’s 2022 annual meeting. Shareholders
who have any questions or need assistance voting may contact the
Company’s proxy solicitors, Innisfree M&A Incorporated,
toll-free at 1 (877) 825-8971, or Morrow Sodali LLC, toll-free at 1
(800) 662-5200.
Thank you for your continued support of Hasbro.
Sincerely,
The Hasbro Board of Directors
Additional Information
Our Board possesses strong qualifications and expertise on
the matters key to Hasbro’s success – digital gaming, media and
content, consumer products, entertainment, marketing, capital
allocation and ESG.
Chris Cocks, who joined the Board in 2022, is a highly
strategic leader with extensive skills and experience in digital
gaming, omni-channel storytelling and strategic capital allocation,
along with a proven track record of value creation, having doubled
the size of Wizards of the Coast over a three-year period. We are
confident in his ability to lead us forward as a CEO and director
for the benefit of all our stakeholders.
Liz Hamren, who joined the Board in April 2022, brings
comprehensive leadership experience in digital gaming. Her fresh
perspective and significant expertise in consumer products,
strategic growth and capital allocation, combined with her
forward-looking digital perspective, will be invaluable to Hasbro’s
brands and broader business.
Blake Jorgensen, who joined the Board in April 2022,
brings a fresh perspective to the Board with critical expertise in
gaming, capital allocation, consumer products and technology, along
with a proven and consistent track record of growth, organic and
through mergers & acquisitions, and shareholder value
creation.
Ken Bronfin has a proven track record of more than 35
years in media, digital media and entertainment, in addition to
expertise in strategic long-term capital allocation.
Michael Burns has broad experience in developing and
distributing award-winning original content as well as strong
expertise in strategic growth, acquisitions, business spin-offs and
dispositions and financial management.
Hope Cochran brings a wealth of knowledge in digital and
mobile gaming, a proven track record driving revenue growth and
overseeing strategic acquisitions and valuable experience managing
global businesses.
Linda Zecher Higgins has an impressive history overseeing
growth and transformation at companies focused on technology,
digital content, digital education and online sales and
marketing.
Tracy Leinbach brings widespread knowledge and expertise
in corporate finance, supply chain and operations, strategic
planning, risk management and multinational corporation
management.
Laurel Richie has a deep understanding of marketing and
brand-building, significant leadership experience, strategic and
operational expertise and a deep passion for diversity and
inclusion.
Mary Beth West brings a proven track record of growing,
transforming and revitalizing consumer businesses and brands, as
well as strong expertise in data-driven marketing, consumer
engagement and integrated storytelling.
Each of our directors contributes expertise and experience
that is directly relevant to overseeing our world class portfolio
of assets across multiple play and entertainment
categories.
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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220517006337/en/
Investors: Debbie Hancock | Hasbro, Inc. | (401) 727-5401 |
debbie.hancock@hasbro.com
Media: Carrie Ratner | Hasbro, Inc. | (401) 556-2720 |
carrie.ratner@hasbro.com
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