On May 18, 2022, Hasbro, Inc.
(“Hasbro”) issued the following press release in connection with
Hasbro’s 2022 annual meeting of shareholders, which contains a copy
of a letter to shareholders issued by Hasbro’s Board of
Directors.
Hasbro Board of Directors Issues Letter to Shareholders
Shareholders Urged to Vote FOR ALL of Hasbro’s Highly Qualified
Directors on the WHITE Proxy Card
PAWTUCKET, R.I.--
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.
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✔ |
Recognized for his strategic and commercial leadership as well
as his expertise in all facets of marketing execution and supply
chain management.
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✔ |
Led and drove profitable growth at a variety of global
organizations and has strong expertise in business transformation,
operations and mergers & acquisitions.
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✔ |
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.
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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.
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✔ |
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.
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✔ |
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.
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✔ |
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.
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✔ |
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.
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× |
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. |
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× |
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.
|
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× |
No qualifications in consumer businesses
focused on gaming, entertainment or consumer products. |
|
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× |
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.
|
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× |
No experience leading or growing consumer
businesses. |
|
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× |
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
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|
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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.
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
Investors: Debbie
Hancock | Hasbro, Inc. | (401) 727-5401 |
debbie.hancock@hasbro.com
Media: Carrie
Ratner | Hasbro, Inc. | (401) 556-2720 |
carrie.ratner@hasbro.com
The following is an advertisement by
Hasbro appearing on LinkedIn beginning on May 18, 2022.
The Hasbro Board
of Directors possesses deep qualifications and expertise on the
matters key to the company’s success, as well as significant
experience driving value creation. To learn more about Hasbro’s
long history of effective corporate governance, including
thoughtful succession planning and board refreshment, read our
latest letter to shareholders. Important information: [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 18,
2022.
The @Hasbro Board
of Directors possesses deep qualifications and expertise on the
matters key to the company’s success. To learn more about Hasbro’s
history of effective corporate governance and value creation, and
for more important information, please visit: [Link to Hasbro
website containing information previously filed or filed herein
under cover of Schedule 14A]
On May 18, 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 & LeadershipShareholder ResourcesHow To
Vote Vote for Hasbro’s Board of Directors Hasbro’s highly skilled
Board, with expertise and experience directly relevant to
overseeing Hasbro’s world class portfolio of assets across multiple
play and entertainment categories, is maximizing value for all
shareholders.
Alta Fox is attempting to install three dissident director
nominees who lack any relevant industry expertise to push an agenda
to spin off the Wizards of the Coast business (“Wizards”). We
believe this proxy fight is ill-timed, Alta Fox’s agenda will not
create value for shareholders and its nominees offer no beneficial
experience to Hasbro’s Board or the Company. Alta Fox’s campaign,
which began just days after the passing of our long-time CEO Brian
Goldner, is a distraction at a time when our new CEO should be
given a chance to focus solely on our business for the benefit of
all our stakeholders. The proposal to spin off Wizards would not
create value and illustrated clear misunderstandings of our
significant investment (over $1 billion in the last five years),
support from the Board in growing the Wizards business (150% growth
in MAGIC: THE GATHERING alone in the last five years), benefits
Wizards receives from being part of Hasbro and the ability of our
Brand Blueprint strategy to drive the future performance of Wizards
and the entirety of Hasbro’s business. Chris Cocks’s specific
combination of expertise in both the Wizards business and the next
generation of gaming makes him ideally positioned to develop, in
conjunction with the Board, the strategy for the future of Hasbro.
The Board fully supports Chris and believes that, given the
opportunity to execute with such support, his forward-looking,
consumer-focused strategy and gameplan will help create and drive
long-term shareholder value in the best interests of ALL
shareholders. Vote the WHITE proxy card to support the Hasbro Board
of Directors at the Company’s annual meeting of shareholders on
June 8, 2022. Total shareholder return since Hasbro instituted the
Brand Blueprint strategy 279%1 Board members with digital gaming,
media or consumer products expertise 12 of 13 Amount invested in
growing Wizards of the Coast over the last 5 years, driving 150%
growth in MAGIC: THE GATHERING alone >$1 billion 1 vs. 245%
returned by the S&P 500 Consumer Durables index; 5/22/2008
through 4/22/2022
A Word from Hasbro’s Board and CEO Richard Stoddart Chair of
the Board “I know I can speak for our full Board when I say we are
thrilled to work closely with Chris to continue our terrific
momentum and maximize value for our shareholders. He is absolutely
the right choice to lead Hasbro at this time. The skills and
experiences of our current Board perfectly complement Chris’s
passion for gaming, the consumer, multi-generational play and an
exceptional ability to drive growth. It’s truly a winning team.”
Meet the Hasbro Board Chris Cocks 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 Hasbro Files Investor Presentation for
2022 Annual Meeting 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
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Home Our Board & Leadership Shareholder Resources How To
Vote Hasbro’s Highly Qualified Board Our Board’s expertise and
experience is directly relevant to overseeing Hasbro’s world class
portfolio of assets across multiple play and entertainment
categories.
Our highly qualified and experienced Board consists of 13
directors, 12 of whom are independent and more than half of whom
are diverse across gender and ethnicity. Our Board consists of
members with deep qualifications and expertise in digital gaming,
media and content, consumer products, entertainment, marketing,
capital allocation and ESG. Given the dynamic and diverse nature of
our business, it is important that our Board has representation
across these areas. Ongoing Refreshment Diverse, Independent Board
with Relevant Skills 54% Diversity 92% Strong Independent
Leadership balanced tenure Tenure average age 59 Age Extensive,
Relevant Skill Set Senior Management 13/13 Digital Gaming/Digital
Products 5/13 Human Capital Management 13/13 IT/Technology 8/13
Global Business 13/13 Consumer Products 8/13 Finance/Accounting
10/13 Sales and Marketing 12/13 Strategic Planning 13/13
Entertainment 7/13 ESG 9/13 Corporate Governance 10/13 We recently
added to the Board Chris Cocks, Liz Hamren and Blake Jorgensen –
three highly qualified and sought-after senior executives with
significant expertise in gaming, technology, entertainment and
capital allocation. Our track record of Board refreshment speaks
for itself. With the recent additions of Liz and Blake, and with
the appointment of Chris as part of the CEO transition, we have
added three new perspectives to the Board since the beginning of
the year. Overall, we have added six new directors since 2016,
replacing six departing directors since 2017. We also have plans to
reduce the size of our Board in the near term, while allowing for
continuity and transition time for our new Board members.
Specifically, we expect to reduce the Board by one member by the
2023 annual shareholders meeting and another member by the year
following, resulting in an 11-member Board by the 2024 annual
shareholders meeting.
Our Board Richard Stoddart - Chair of the Board, Hasbro, Inc.
Richard S. Stoddart served as Hasbro’s interim Chief Executive
Officer from October 2021 to February 2022, following the passing
of the Company’s former Chairman and CEO, Brian Goldner. He was
appointed Chair of the Board of Hasbro in February 2022. Mr.
Stoddart is the former President and Chief Executive Officer of
InnerWorkings, Inc. (a global marketing execution firm), serving in
that role since 2018 until 2020 when Innerworkings, Inc. was
acquired. Mr. Stoddart was the Chief Executive Officer of Leo
Burnett Worldwide from February 2017 to 2018, the Chief Executive
Officer of Leo Burnett North America from 2013 to 2016 and the
President of Leo Burnett North America from 2005 to 2013.
QUALIFICATIONS 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. As the former Chief Executive Officer
of InnerWorkings, the largest global marketing execution company,
Mr. Stoddart became recognized for his strategic and commercial
leadership of the company, investor and analyst communications, and
financial stewardship as well as his expertise in all facets of
marketing execution and marketing supply chain management. In his
prior role as Chief Executive Officer of one of the world’s largest
advertising agencies, Mr. Stoddart was recognized for his
leadership in the development and integration of shopper, digital,
social and mobile capabilities as part of a company’s overall
marketing and brand strategy. Possesses knowledge, expertise and
experience regarding branding and brand building, marketing and
marketing strategy across media platforms, including in traditional
advertising, digital advertising and social media; expertise in
media planning, launching branded content and products; expertise
in marketing production, logistics and execution; and expertise in
media trends and strategic planning for businesses building
content-driven brands. OTHER CURRENT PUBLIC COMPANY BOARDS
None FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
Innerworkings, Inc.Kenneth A Bronfin Headshot Kenneth A. Bronfin -
Senior Managing Director, Hearst Ventures Kenneth A. Bronfin is
Senior Managing Director of Hearst Ventures (the strategic
investment division of diversified media, information and services
company Hearst Corporation), serving in this role since 2013. Prior
to that, he served as President of Hearst Interactive Media since
2002, and Deputy Group Head of Hearst Interactive Media since 1996.
QUALIFICATIONS Broad expertise and experience in operational and
executive roles in the traditional and digital media sectors,
including work in strategic planning, business development,
technology development and corporate finance. More than 25 years of
experience in evaluating, investing in, and growing a broad range
of technology and digital ventures, including digital gaming
companies, while leading a global corporate venture capital
organization. Experience in executive positions where he led new
business ventures, strategic investments, and acquisitions across
the digital content and technology sectors. Substantial
international expertise in a range of operational skills in and
around business development, advertising and marketing, consumer
insights, business analytics, and talent development. Experience
serving on private and public company boards of directors, both
domestic and international. OTHER CURRENT PUBLIC COMPANY BOARDS
None FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS
None
Michael Burns - Vice Chairman, Lions Gate Entertainment
Michael R. Burns is the Vice Chairman and a member of the board of
directors of Lionsgate Entertainment Corp. (a global entertainment
company with significant motion picture and television operations),
serving in this role since 2000. Mr. Burns has played an integral
role in building Lionsgate into a more than $5 billion diversified
global content platform with a reputation for innovation. He also
helped spearhead Lionsgate’s $4.4 billion acquisition of Starz, the
biggest deal in the company’s history. From 1991 to 2000, Mr. Burns
was the Managing Director and Head of the Los Angeles Investment
Banking Office of Prudential Securities Inc. QUALIFICATIONS
Extensive knowledge and experience in content development and brand
building, including in the use of creative storytelling and
immersive entertainment across platforms to build global
entertainment franchises. Significant experience in the
entertainment industry, including operating and financial expertise
in motion picture and television development, production,
financing, marketing, distribution and monetization. Expertise in
strategic planning, investing and content building in media and
entertainment-driven multi-platform businesses. Investment banking,
corporate finance and international business experience. OTHER
CURRENT PUBLIC COMPANY BOARDS Lions Gate Entertainment Corp. FORMER
PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None Hope Cochran
- Managing Director, Madrona Venture Group Hope F. Cochran is a
Managing Director at Madrona Venture Group (a technology-focused
venture capital group). Prior to joining Madrona in January 2017,
Ms. Cochran was the Chief Financial Officer of King Digital
Entertainment, the creator of Candy Crush and other successful
mobile games, from 2013 to 2016, where she helped drive the
company’s employee and revenue growth, guided the Company’s IPO and
successfully completed a $5.9 billion acquisition by Activision.
From 2005 to 2013, Ms. Cochran was a financial executive at
Clearwire, Inc., serving as Chief Financial Officer from 2011 to
2013. QUALIFICATIONS Extensive experience spanning more than 20
years as a senior financial executive in the digital gaming and
telecom industries. Significant knowledge of development of digital
content businesses. International business expertise in managing
global teams, and talent in managing, growing and overseeing global
businesses. Substantial experience as a chief financial officer and
overseeing financial and accounting issues for public companies.
OTHER CURRENT PUBLIC COMPANY BOARDS MongoDB, Inc. Audit Committee
Chair New Relic, Inc. Audit Committee Chair FORMER PUBLIC COMPANY
BOARDS HELD IN THE PAST FIVE YEARS None
Chris Cocks - Chief Executive Officer, Hasbro, Inc. Mr. Cocks
has served Chief Executive Officer of Hasbro since February 2022.
Prior to that, he served as President and Chief Operating Officer
of Wizards of the Coast and Digital Gaming since 2021 and prior to
that served as President of Wizards of the Coast since 2016, when
he joined Hasbro from Microsoft. During his 14 years at Microsoft,
Mr. Cocks led a global sales and technical engagement team as Vice
President, OEM Technical Sales and served in product management and
marketing leadership positions at MSN and Xbox Games, where he
worked on hit franchises like HALO and FABLE. QUALIFICATIONS Highly
strategic leader, who understands how to create and nurture brands
to drive fan and consumer connection across channels. Ability to
channel storytelling passion into consumer experiences — across
gaming, consumer products and entertainment. Under his executive
leadership as President and CEO of Wizards of the Coast, doubled
global revenue, surpassing $1 billion in 2021. Unique vision, skill
and experience in tabletop and digital gaming, combined with
extensive omni-channel experience and proven track record. OTHER
CURRENT PUBLIC COMPANY BOARDS None FORMER PUBLIC COMPANY BOARDS
HELD IN THE PAST FIVE YEARS None Lisa Gersh - Outside Advisor;
Former Chief Executive Officer, Alexander Wang Lisa Gersh is an
outside advisor to companies investing in the media space. She
previously served as the Chief Executive Officer of Alexander Wang
(a global fashion brand) from October 2017 to October 2018. Ms.
Gersh served as the Chief Executive Officer of Goop, Inc. (a
lifestyle publication curated by Gwyneth Paltrow) from 2014 to
2016, and President and Chief Executive Officer of Martha Stewart
Living Omnimedia, Inc. (an integrated media and merchandising
company) from 2012 to 2013. Prior to that, she served as President
and Chief Operating Officer of Martha Stewart Living Omnimedia,
Inc. from 2011 to 2012, and a director of Martha Stewart Living
Omnimedia, Inc. from 2011 to 2013. QUALIFICATIONS Extensive
experience in the media, branded products and entertainment
industries, including television, digital entertainment and
publishing. Operating and executive positions with multiple leading
media and brand-driven companies, including as Chief Executive
Officer of Alexander Wang, Chief Executive Officer of Goop, Inc.,
President and Chief Executive Officer of Martha Stewart Living
Omnimedia and President and co- founder of Oxygen Media. Expertise
in business and strategic planning, in media, retail, brand-driven
and entertainment industries, including the cable television and
digital industries. Skilled and highly knowledgeable in marketing
and branding, media trends and in building global brand-driven
businesses. OTHER CURRENT PUBLIC COMPANY BOARDS Establishment Labs
Holdings Inc. Nominating and Governance Committee Chair MoneyLion
Inc. Nominating and Governance Committee Chair Compensation
Committee Pershing Square Tontine Holdings, Ltd. Compensation
Committee Chair Audit Committee FORMER PUBLIC COMPANY BOARDS HELD
IN THE PAST FIVE YEARS comScore, Inc.
Elizabeth Hamren - Chief Operating Officer, Discord Inc.
Elizabeth Hamren has served as Chief Operating Officer at Discord
Inc., a voice, video and text communication service that enables
people to gather virtually, including while gaming, since December
2021. Prior to joining Discord, Ms. Hamren served as a Corporate
Vice President at Microsoft Corporation from March 2017 to December
2021 running product and engineering for Xbox consumer products,
including developing and launching the Xbox Series X|S and leading
Xbox Game Pass. Prior to that, from August 2015 to March 2017, she
led Global Marketing and Sales for Oculus at Meta Platforms, Inc.
(formerly Facebook, Inc.), where she launched the industry-defining
Oculus Rift virtual reality headset. Earlier in her career, from
November 2012 to October 2014, Ms. Hamren was Vice President of
Marketing at Dropcam, Inc., where she ran marketing, subscriptions,
and direct sales, prior to the company being sold to Google/Nest.
Ms. Hamren holds a BSE in Civil Engineering and Operations Research
from Princeton University, and an M.B.A. from Harvard Business
School. QUALIFICATIONS Extensive management experience at
world-class companies. Extensive background in engineering, product
management, marketing and operations for subscription-based
technology products and gaming companies. Expert in consumer tech
products, including leading product and engineering for Xbox
consumer products and services, including the flagship Xbox Game
Pass subscription service, Xbox hardware and platform software, and
PC experiences. Proven track record in leading companies to growth
in user base, including direct experience launching and scaling
some of the most popular consumer technology and subscription-based
services in the world. OTHER CURRENT PUBLIC COMPANY BOARDS
LegalZoom.com, Inc. FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST
FIVE YEARS None Blake Jorgensen - Executive Vice President, Special
Projects Electronic Arts Inc. Blake Jorgensen is Executive Vice
President of Special Projects at Electronic Arts Inc. (“EA”), which
he joined in 2012 as Chief Financial Officer. Mr. Jorgensen has
over 20 years of experience in finance across various industries
with a deep understanding of finance, consumer products, technology
and gaming. Mr. Jorgensen served as Executive Vice President and
Chief Financial Officer of EA from September 2012 to March 2022,
and as EA’s Chief Operating Officer from April 2018 to October
2021. Since 2012, he has also managed EA’s Business Development
team which is in charge of all licensing deals in sports and
entertainment, as well as the Corporate Development team which is
in charge of all M&A and partnerships. Prior to joining EA, Mr.
Jorgensen served as Executive Vice President and Chief Financial
Officer of Levi Strauss & Co. from July 2009 to August 2012 and
was Executive Vice President and Chief Financial Officer of Yahoo!
Inc. from June 2007 to June 2009. Before joining Yahoo! Inc., Mr.
Jorgensen also served as the Chief Operating Officer and
Co-Director of Investment Banking at Thomas Weisel Partners, which
he cofounded in 1998. He has also held financial and operational
positions at Montgomery Securities, MAC Group/Gemini Consulting and
Marakon Associates. Mr. Jorgensen earned his M.B.A. from Harvard
Business School and his undergraduate degree from Stanford
University. QUALIFICATIONS More than a decade as a senior executive
at a leading digital gaming company. Deep experience across
finance, operations, consumer products, technology and gaming.
Expertise in capital allocation as a C-suite executive at multiple
public companies, completing multiple significant M&A
transactions throughout his career. Consistent track record of
driving growth and shareholder returns. Demonstrated change agent
leading a shift in revenue mix from legacy format to next
generation interactivity in a leading digital gaming company. OTHER
CURRENT PUBLIC COMPANY BOARDS None FORMER PUBLIC COMPANY BOARDS
HELD IN THE PAST FIVE YEARS None
Tracy A. Leinbach - Former Executive Vice President and Chief
Financial Officer Ryder System, Inc. Tracy A. Leinbach served as
interim Chair of the Board from October 2021 to February 2022,
following the passing of the Company’s long-time Chairman and CEO,
Brian Goldner. She previously served as Executive Vice President
and Chief Financial Officer for Ryder System, Inc. (a global
logistics and transportation and supply chain solutions provider)
from 2003 until 2006. Prior thereto, Ms. Leinbach served as
Executive Vice President, Fleet Management Solutions for Ryder
since 2001. Prior to her career with Ryder, Ms. Leinbach worked for
PricewaterhouseCoopers in public accounting and was a CPA.
QUALIFICATIONS Extensive business experience in global operations,
strategic and financial planning, auditing and accounting.
Significant experience involving global operating and financial
management, responsibility and oversight, as well as global supply
chain management, with Ryder, spanning a career with Ryder of over
21 years. During her career she led the company’s largest business
unit in the U.S., as well as units in Europe, Mexico and Canada.
Experience as a controller and chief financial officer at many of
Ryder’s subsidiaries and divisions. Possesses knowledge, expertise
and experience in strategic planning, management, operations,
logistics and risk management for a large multinational company,
corporate finance, sales, and expertise in issues regarding
financial reporting and accounting issues for large public
companies. OTHER CURRENT PUBLIC COMPANY BOARDS Veritiv Corporation
Compensation and Leadership Development Committee Chair Nominating
and Governance Committee FORMER PUBLIC COMPANY BOARDS HELD IN THE
PAST FIVE YEARS Forward Air Corporation Edward M. Philip - Retired
Chief Operating Officer, Partners in Health Edward M. Philip served
as the Chief Operating Officer of Partners in Health (a non-profit
healthcare organization) from January 2013 to March 2017. In
addition, Mr. Philip was a Special Partner at Highland Consumer
Fund (consumer-oriented private equity fund), serving in this role
from 2013 to 2017. He served as Managing General Partner at
Highland Consumer Fund from 2006 to 2013. Prior to that, Mr. Philip
served as President and Chief Executive Officer of Decision Matrix
Group, Inc. (research and consulting firm) from May 2004 to
November 2005, and was Senior Vice President of Terra Networks,
S.A. (global Internet company) from October 2000 to January 2004.
In 1995, Mr. Philip joined Lycos, Inc. (an Internet service
provider and search company) as one of its founding members. During
his time with Lycos, Mr. Philip held the positions of President,
Chief Operating Officer and Chief Financial Officer at different
times. QUALIFICATIONS More than 30 years of business and management
experience, including years of experience as both an operating
executive and chief financial officer of multinational
corporations. Experience in strategic, business and financial
planning in consumer-based and technology-based industries and in
overseeing management teams of such companies, as well as in
managing teams responding to complex and critical international
issues. Possesses expertise regarding internet and technology-based
industries, the use of the internet and digital media for building
businesses, expertise in strategic planning and execution in
complex global organizations. Expertise in consumer trends and in
the family entertainment industry. Significant experience in
corporate finance, financial reporting and accounting matters for
large multinational public companies, as well as in the operation
and management of large multinational organizations. OTHER CURRENT
PUBLIC COMPANY BOARDS Blade Urban Air Mobility Audit Committee
Chair United Airlines Holdings, Inc. Non-Executive Chair Audit
Committee Nominating and Governance Committee BRP Inc. Human
Resources and Compensation Committee Nominating, Governance and
Social Responsibility Committee FORMER PUBLIC COMPANY BOARDS HELD
IN THE PAST FIVE YEARS None
Laurel J. Richie - Former President Women’s National
Basketball Association Laurel J. Richie has been an independent
branding consultant since 2015. Prior to her current role, Ms.
Richie served as President of the Women’s National Basketball
Association LLC (“WNBA”) from May 2011 to November 2015. Prior to
her appointment in 2011 to the WNBA, she served as Chief Marketing
Officer of Girl Scouts of the United States of America from 2008 to
2011. From 1984 to 2008, she held various positions at Ogilvy &
Mather, including Senior Partner and Executive Group Director and
founding member of the agency’s Diversity Advisory Board. Ms.
Richie is a former Trustee of the Naismith Basketball Hall of Fame
and currently serves as chair of the Board of Trustees at Dartmouth
College, and a consultant to Fortune 100 c-suite executives on
matters of personal leadership and corporate culture.
QUALIFICATIONS Significant executive management and leadership
experience, together with strategic and operational expertise.
Extensive experience and skills in global marketing and
brand-management skills. Deep experience in corporate culture.
Leader in creating and supporting diverse and inclusive teams.
OTHER CURRENT PUBLIC COMPANY BOARDS Bright Horizons Family
Solutions Inc. Audit Committee Nominating and Corporate Governance
Committee Chair Synchrony Financial Nominating and Corporate
Governance Committee Management Development and Compensation
Committee Chair FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE
YEARS None Mary Beth West - Former Senior Vice President and Chief
Growth Officer, The Hershey Company Mary Beth West served as Senior
Vice President, Chief Growth Officer of The Hershey Company from
May 2017 until January 2020. Ms. West served as Executive Vice
President, Chief Customer & Marketing Officer of J.C. Penney
Company from 2015 through March 2017. From 2012 to 2014 she was the
Executive Vice President, Chief Category & Marketing Officer
for Mondelez International, Inc. Prior thereto, from 1986 to 2012,
she served in various financial roles of increasing responsibility
and culminating in her role as the Chief Marketing Officer for
Kraft Foods, Inc. QUALIFICATIONS Extensive experience and expertise
in marketing, brand building, managing global franchises,
understanding and applying consumer insights and developing
compelling retail and sales experiences. Possesses expertise in
strategic and operational planning and execution, skill in managing
global teams and a proven track record in delivering top tier
consumer experiences and in building global brands. Significant
experience in developing growth strategies for complex consumer
brand organizations, through use of insights, analytics, marketing,
innovation, and research and development. Deep experience in
growing some of the world’s best known consumer brands through
creative consumer engagement. OTHER CURRENT PUBLIC COMPANY BOARDS
Albertsons Companies Compensation Committee Nominating, Governance
and ESG Committee Lowes Companies Inc. Audit Committee
Sustainability Committee FORMER PUBLIC COMPANY BOARDS HELD IN THE
PAST FIVE YEARS None
Linda Zecher Higgins - Chief Executive Officer and Managing
Partner, The Barkley Group Linda Zecher Higgins is the Chief
Executive Officer and Managing Partner of the Barkley Group (a
consulting firm focused on cybersecurity and digital
transformation), serving in this capacity since January 2017. Prior
to that, Ms. Higgins served as the President and Chief Executive
Officer, and a member of the Board of Directors, of Houghton
Mifflin Harcourt Company, from 2011 to 2016. Prior to that, she was
Corporate Vice President, Worldwide Public Sector of Microsoft
Corporation from 2003 to 2011. QUALIFICATIONS Extensive experience
in leading the transformation of businesses in the fields of
digital publishing, digital learning, and online sales and
marketing. Expertise and skill in driving technological innovation
and in leading content development and distribution across channels
and platforms. Possesses expertise and experience in unified analog
and digital content development and distribution, in strategic
planning and execution for businesses focused on global
cross-platform content development and delivery. Expertise in
digital brand building, online business development and in driving
technological innovation. OTHER CURRENT PUBLIC COMPANY BOARDS C5
Aquisition Corporation Audit Committee Chair Tenable Holdings, Inc.
Compensation Committee Governance Committee FORMER PUBLIC COMPANY
BOARDS HELD IN THE PAST FIVE YEARS Houghton Mifflin Harcourt
Our Leadership Chris Cocks - Chief Executive Officer, Hasbro
Deborah M. Thomas - Executive Vice President & Chief Financial
Officer Eric Nyman - President and Chief Operating Officer, Hasbro
Cynthia Williams - President, Wizards of the Coast and Digital
Gaming Darren Throop - President & Chief Executive Officer,
eOne Naj Atkinson - Executive Vice President, Chief Talent and
Operations Officer Kathrin Belliveau Headshot Dolph Johnson -
Executive Vice President, Chief Global Human Resources Officer
Tarrant Sibley - Executive Vice President, Chief Legal Officer and
Corporate Secretary Steve Zoltick - Executive Vice President, Chief
Information Officer Contact us Get in touch
Important Information Regarding the Annual Meeting Access the
latest regulatory filings, press releases, shareholder letters and
presentations Press releases 05.16.22 Hasbro Files Investor
Presentation for 2022 Annual Meeting PDF | 199KB 04.25.22 Hasbro
Board of Directors Issues Letter to Shareholders Press Release
04.04.22 Elizabeth Hamren and Blake Jorgensen Join Hasbro’s Board
of Directors PDF | 471KB 02.16.22 Hasbro Confirms Receipt of
Director Nominations From Alta Fox PDF | 33KB 01.05.22 Hasbro Names
Chris Cocks as Chief Executive Officer PDF | 32KB
Shareholder Letters 05.09.22 May 9th Letter to Shareholders PDF |
471KB 04.25.22 Letter to Shareholders PDF | 80KB 04.04.22 Chris
Cocks Letter to Shareholders PDF | 142KB 04.04.22 Rich Stoddart
Letter to Shareholders PDF | 121KB SEC Filings 04.25.22 Hasbro
Files Definitive Proxy Statement and Issues Letter to Shareholders
Press Release 04.04.22 Appointment of Blake Jorgensen and Elizabeth
Hamren to Hasbro’s Board of Directors Press Release Presentations
05.16.22 Hasbro Investor Presentation PDF | 9.4MB Contact us Get in
touch
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.