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UNITED
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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
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On May 24, 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 Q&A From CEO Chris Cocks
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, which
includes a Q&A with new CEO Chris Cocks, 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 24, 2022
Dear Hasbro Shareholders,
The following is a brief interview
with our new CEO, Chris Cocks, that gives insight into how he
intends to lead Hasbro in partnership with the Board to drive value
creation and profitable growth for the benefit of all our
shareholders. Hasbro’s Board brings the right balance of fresh
perspectives and institutional knowledge to support Chris as he
builds on our industry-leading expertise to drive change and
long-term value. Hasbro urges
shareholders to vote FOR ALL of Hasbro’s highly qualified directors
on the WHITE proxy card.
You were at
Wizards of the Coast for five years before becoming CEO of
Hasbro. How did the Board support you in growing the business
at Wizards and how will it support you as CEO of
Hasbro?
The Hasbro Board was a great
partner for me and the team at Wizards of the Coast. When I joined
Wizards in 2016, it was a small but profitable business for Hasbro.
It had been on a previous growth run but had been plateauing. The
big question at the time was, what would drive the next leg of
growth?
Ted and Rich with our full Board,
including our late CEO Brian, challenged me to think bigger. They
were supportive when we needed to significantly turn over our
technical leadership and engineering ranks and greatly ramp up our
games industry recruiting. As we made progress with what ultimately
became Magic: The Gathering
Arena, our digital version of MAGIC: THE GATHERING, they saw
potential for our IP in more digital expressions and pushed us to
“Go Big” in our aspirations. Ultimately, the “Go Big” growth plan
expanded beyond digital trading cards to encompass our other great
brands, particularly DUNGEONS & DRAGONS. They supported these
plans through significant financial investments in the Wizards of
the Coast business. They also encouraged a data- and
consumer-focused approach to ensure these significant capital
investments had the greatest potential return possible, and to
explore partnerships with platforms and publishers to defray our
risk.
Lisa—who, in her position as chair
of the Compensation Committee, leads the development and
implementation of all major compensation programs—has been a strong
partner for our growth in an industry with a highly competitive
talent pool. She comes from a creative industry and understands
dynamic compensation and talent markets. Leveraging this expertise,
Lisa oversaw the reinvention of our compensation model through a
review of peer benchmarks and an expansion of equity compensation.
As a result, we have been able to grow rapidly and have landed
talented industry veterans who have played a critical role in
accelerating Wizards’ growth.
You became CEO
of Hasbro less than 100 days ago. What have your priorities been
since assuming the CEO role on February 25?
The core functions of the CEO job
are to review, set and execute on our strategy through thoughtful
deployment of our capital and leadership of our talent, working in
partnership with our Board to drive total shareholder return. In
these first 100 days, I’ve spent much of my time learning about our
teams, investments and execution capabilities, and how Hasbro can
best serve the interests of all our shareholders, as part of my
comprehensive review of the Company’s go-forward strategy and our
businesses. Important themes that have emerged include:
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An emphasis on Focus and
Scale as we think about our brand and markets;
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Our growth thesis around Games, Multigenerational Play &
Entertainment and Direct To Consumer;
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Our continuing focus on our
successful Brand Blueprint Strategy; and
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A continued focus on
disciplined capital allocation.
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Can you explain
the Brand Blueprint strategy and why it is important for
Hasbro?
The Brand Blueprint is how we
engage our consumers across our portfolio of globally beloved
brands. It’s about leveraging our IP across multiple play and
entertainment channels to maximize both our connection with
families and fans and returns for shareholders. This strategy has
helped us deliver an over 289% total shareholder return since its
inception in 2008.1
We start with fundamental insights
and use this data to profitably engage our consumers across gaming,
including digital and tabletop games, toys, animation, live action
entertainment and user-generated content with partnership
capabilities and licenses. Every brand in our portfolio is uniquely
relevant to a specific brand’s audience. Most brands use common
executional capabilities across Games, Consumer Products and
Entertainment, which allow us to monetize across touch points,
assure creative consistency and orchestrate execution to maximum
commercial effect.
The results speak for themselves.
Compared to 2006, prior to the launch of Hasbro’s Brand Blueprint,
MAGIC: THE GATHERING has
grown revenue by 8.4 times, leveraging a combination of
location-based entertainment and play events as well as digital
games. NERF has grown by
5.6 times due to new category expansion, influencer marketing and
user generated content. TRANSFORMERS has grown 3.0 times from a
combination of blockbuster theatrical entertainment, toy category
growth, licensed partnerships and a drumbeat of animation. Most
recently, MY LITTLE PONY
benefited from the release of our top-performing animated feature
on Netflix, with 100% point of sale growth in the fourth quarter
2021. These are just a few examples in a long list.
How do you and
the Board think about where to allocate capital and invest to drive
growth and maximize shareholder returns?
Our approach to capital allocation
is focused on investing in the business to drive profitable growth,
returning excess cash to shareholders via share repurchases and our
dividend (which has grown at a 7% CAGR over the last 5 years), and
de-levering our balance sheet to maintain our investment grade
rating and achieve our Debt to EBITDA targets. We are always
focused on identifying opportunities at the intersection of high
growth, high profit and our own executional capabilities. For
existing categories, we use extensive competitive benchmarking,
coupled with proprietary channel and consumer insights. For new or
emerging categories, we analyze the consumer and relevance of our
brands, how our existing capabilities can tap into the opportunity
and what we think the return on investment will be. We then make a
build, buy or partnership decision if we think the category merits
investment.
1
Source: FactSet; Represents date on which Brian Goldner was
appointed CEO of Hasbro
(May 22, 2008 – May 12, 2022)
This is why specific industry
experience is so important to our Board. In order to provide
proactive leadership and partnership, our Board needs to have a
deep understanding of not just financial modelling, but the risk
and return inputs unique to our sectors: talent, business model,
partnership and risk deferment opportunities, and complex rights
and library management. Our Board includes four former CFOs
(including the former Head of Film Financing for Disney and the
former CFO of Electronic Arts) and five members with financial
industry experience, all of whom have deep knowledge of Games,
Entertainment and Consumer Products. Our Board’s strong
capital allocation experience coupled with deep, relevant industry
backgrounds helps us evaluate and push ourselves on deals like our
recent acquisition of D&D Beyond. That acquisition gives us a
strong set of new digital direct capabilities, a base of nearly 10
million highly engaged users for one of our priority brands, a
favorable 8 times trailing twelve-month EBITDA multiple and a
business that has been growing at a 50% Compound Annual Growth Rate
(CAGR) over the last 3 years.
That same experience and capital
allocation discipline also led to the Board’s decision to divest of
the eOne music business last year. The Board did not believe the
music business was going to be a core driver of the Brand Blueprint
strategy. That decision allowed the Board to invest in other areas
of the business while also paying down more than $1 billion in
long-term debt and maintaining the dividend for shareholders.
Why is it better
for Hasbro to own a studio like eOne? Couldn’t Hasbro make
movies and films through partnerships with other studios?
Hasbro has a long history of
theatrical partnerships with strong successes, most notably,
TRANSFORMERS. However, partnership deals have significant
trade-offs, including a significant reduction in creative control,
a reduced ability to participate in upstream economics, often long
and complicated transfers of rights, little influence on release
timing and a generally low production throughput. In the original
TRANSFORMERS, the robots almost didn’t talk! Can you imagine
Optimus Prime not saying “Autobots, roll out!”? If a movie release
date slips because a studio has a full slate, that can cost us in
excess of $100 million of deferred revenue and significant
inventory carrying costs. In contrast, owning in-house entertainment capabilities can
provide huge benefits. For example, a DUNGEONS & DRAGONS
film was in development for over seven years as part of a
partnership model prior to our acquisition of eOne, a common
occurrence as studios take a portfolio approach to optioning IP.
Owning eOne and participating directly with our own creative
capabilities allows us significantly more influence and allows us
to more directly control decisions and timing that can affect other
aspects of our business.
eOne has a track record of savvy
risk-management, which allows us to maximize creative and dating
influence while retaining our rights and minimizing financial
downside. Consider DUNGEONS & DRAGONS, a year after integrating
eOne, we had greenlit a movie with Paramount, our co-production
partner, at a blockbuster budget with amazing talent in front of
and behind the camera. We are on track to launch that film in March
2023 alongside a wave of games, consumer products, toys, licensing
partnerships and digital experiences. That coordinated launch
allows us to benefit from a successful film release, drive a
significant opportunity in merchandise revenue and minimize our
financing risks while retaining rights to pursue a universe of
entertainment projects across partners.
Hasbro had some
headwinds during the pandemic. Can you explain some of the
challenges and what Hasbro did to address them?
COVID-19 was a challenging time for
the world, and Hasbro was no exception. Hollywood production was
paused for a significant period of time, the global supply chain
became stressed and inflation increased significantly. Our
diversified business model proved to be a strength. We were able to
deliver strong operating cash flows, maintain and ultimately
increase our dividend and grow our business. We also significantly
increased EBITDA and net earnings in 2021. While we aren’t
satisfied with our Total Shareholder Returns (TSR) since the start
of the pandemic, we are overall trending ahead of our entertainment
segment peers significantly and are at or ahead of our games
industry benchmarks. Our Board’s continued oversight and engagement
is helping us prioritize the work ahead.
As Hollywood production has ramped
back up, our Film & TV segment is now in growth mode. Our
gaming business also continues to be a bright spot. Hasbro is
fortunate to have a portfolio of games that generated $2.1 billion
in revenue last year, growing 19% year-over-year and generating in
excess of 30% operating profit. Our strong, diversified business model has
allowed us to continue to invest in new product innovation with a
portfolio of exciting new toys across NERF, PLAY-DOH, PEPPA PIG and
our new line of sports memorabilia figurines, STARTING
LINE-UP. These are just a few of the opportunities we are
positioned to drive in Hasbro’s next chapter of growth.
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.
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Please Vote Now Using One of the
Following Methods
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Vote by Internet
Go to the website identified on the enclosed WHITE proxy card or voting instruction
form
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Vote by Phone
Call the number on the enclosed WHITE proxy card or voting instruction
form
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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
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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.
Sincerely,
The Hasbro Board of Directors
About
Hasbro
Hasbro (NASDAQ: HAS) is a global
play and entertainment company committed to making the world a
better place for all children, fans and families. Hasbro delivers
immersive brand experiences for global audiences through consumer
products, including toys and games; entertainment through eOne, its
independent studio; and gaming, led by the team at Wizards of the
Coast, an award-winning developer of tabletop and digital games
best known for fantasy franchises MAGIC: THE GATHERING and DUNGEONS
& DRAGONS.
The company’s unparalleled
portfolio of approximately 1,500 brands includes MAGIC: THE
GATHERING, NERF, MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY,
BABY ALIVE, DUNGEONS & DRAGONS, POWER RANGERS, PEPPA PIG and PJ
MASKS, as well as premier partner brands. For the past
decade, Hasbro has been consistently recognized for its
corporate citizenship, including being named one of the 100 Best
Corporate Citizens by 3BL Media and one of the World’s Most Ethical
Companies by Ethisphere Institute. Important business and brand
updates are routinely shared on our Investor Relations website,
Newsroom and social channels (@Hasbro on Twitter, Instagram,
Facebook and LinkedIn.)
©
2022 Hasbro, Inc. All Rights Reserved.
Forward-Looking Statements
This communication contains
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements may be accompanied by such words as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “forecast,” “intend,”
“may,” “plan,” “potential,” “project,” “target,” “will” and other
words and terms of similar meaning. Among other things, these
forward-looking statements may include statements concerning: the
impact and contributions of our new director appointments, and our
ability to achieve our financial and business plans, goals and
objectives, including achieving long-term sustainable profitable
growth and long-term value for shareholders. Specific factors that
might cause such a difference include those risks detailed from
time to time in Hasbro’s filings with the SEC. The statements
contained herein are based on Hasbro’s current beliefs and
expectations and speak only as of the date of this communication.
Except as may be required by law, Hasbro does not undertake any
obligation to make any revisions to the forward-looking statements
contained in this communication or to update them to reflect events
or circumstances occurring after the date of this communication.
You should not place undue reliance on forward-looking
statements.
Additional
Information and Where to Find It
Hasbro has filed with the SEC a
definitive proxy statement on Schedule 14A on April 25, 2022,
containing a form of WHITE proxy card, and other relevant documents
with respect to its solicitation of proxies for Hasbro’s 2022
annual meeting of shareholders (the “2022 annual meeting”).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
FILED BY HASBRO AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and
security holders may obtain copies of these documents and other
documents filed with the SEC by Hasbro free of charge through the
website maintained by the SEC at www.sec.gov. Copies of the
documents filed by Hasbro are also available free of charge by
accessing Hasbro’s website at www.hasbro.com.
Participants to
the Solicitation
Hasbro, its directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies with
respect to a solicitation by Hasbro in connection with matters to
be considered at the 2022 annual meeting. Information about
Hasbro’s executive officers and directors, including information
regarding the direct and indirect interests, by security holdings
or otherwise, is available in Hasbro’s definitive proxy statement
for the 2022 annual meeting, which was filed with the SEC on April
25, 2022. To the extent holdings of Hasbro securities reported in
the definitive proxy statement for the 2022 annual meeting have
changed, such changes have been or will be reflected on Statements
of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These
documents are or will be available free of charge at the SEC’s
website at www.sec.gov.
HAS-IR
HAS-C
Investors: Debbie Hancock | Hasbro,
Inc. | (401) 727-5401 | debbie.hancock@hasbro.com
Media: Carrie Ratner | Hasbro, Inc.
| (401) 556-2720 | carrie.ratner@hasbro.com
The following is an advertisement by Hasbro appearing on
LinkedIn beginning on May 24, 2022.
The Hasbro Board of Directors
brings the right balance of fresh perspectives and institutional
knowledge to support our CEO Chris Cocks as he implements his
vision across the company. To learn more about Chris’ priorities
during his first 100 days, including his approaches to talent,
capital allocation and the Brand Blueprint, check out a Q&A
with Chris himself. 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 24, 2022.
The @Hasbro Board brings the right
balance of fresh perspectives and institutional knowledge to
support our CEO Chris Cocks as he implements his vision. To learn
more about Chris’ priorities during his first 100 days, check out a
Q&A with Chris himself. Important information: [Link to Hasbro
website containing information previously filed or filed herein
under cover of Schedule 14A]
On May 24, 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.
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 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 & Resources 05.18.22 May 18th Letter to
Shareholders Press Release 05.16.22 Hasbro Investor Presentation
Presentation 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
Important Information Regarding the Annual Meeting Access the
latest regulatory filings, press releases, shareholder letters and
presentations
Presentations
05.16.22 Hasbro Investor Presentation PDF 9.4MB 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 05.18.22 May 18th Letter to Shareholders PDF 490KB 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 42KB 04.04.22 Rich Stoddart Letter to Shareholders PDF
121KB
SEC Filings 04.25.22 Hasbro Files Definitive Proxy Statement and
Issues Letter to Shareholders Press Release 04.04.22 Appointment of
Blake Jorgensen and Elizabeth Hamren to Hasbro’s Board of Directors
Press Release Contact us Get in touch
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.