Shareholders Urged to Vote FOR ALL of Hasbro’s
Highly Qualified Directors on the WHITE Proxy Card
Glass Lewis determines that “the caliber of
Hasbro's recent director appointments is unmatched on the
Dissident's slate”
Hasbro, Inc. (NASDAQ: HAS) (“Hasbro” or the “Company”), a global
play and entertainment company, today announced that in its report
issued May 27, 2022 independent proxy advisory firm Glass, Lewis
& Co. (“Glass Lewis”) has recommended that Hasbro’s
shareholders vote on the WHITE proxy card FOR ALL of Hasbro’s
Director Nominees in connection with the Company’s 2022 Annual
Shareholders Meeting, to be held on June 8, 2022.
In its report, Glass Lewis argued that Hasbro provided a
compelling defense and that Alta Fox failed to make a sufficient
case for change:
- “Alta Fox has failed to make a sufficient case for change, we
also believe Alta Fox's nominees lack relevant experience for
Hasbro's business model and strategy.”
- “In light of the new additions to the board and management
team, with eight of the top nine Hasbro executives changing
recently, including the CEO, we believe the Company has undergone
the right amount of change at this time. Thus, rather than pushing
for more and, in our view, the wrong change on Alta Fox's slate, we
believe shareholders are better off supporting the incumbent
board's full slate of directors, which balances institutional
knowledge with fresh perspectives and better aligns with Hasbro's
business model, strategy and forward trajectory.”
- “[B]ased on our review and analysis, we believe the Hasbro
board and management team have provided a compelling defense of the
Company's brand blueprint strategy, the eOne acquisition and its
rejection of the Dissident's spin-off proposal, all of which
amounts to a convincing rebuke of Alta Fox's central thesis, in our
view.”
Glass Lewis also acknowledged the success of Hasbro’s Brand
Blueprint strategy, as evidenced by the Company’s long-term total
shareholder returns (TSR):
- “Hasbro's TSR since the introduction of the brand blueprint
strategy has been particularly strong on an absolute basis, while
also exceeding Mattel's TSR by a wide margin and outperforming the
median TSR of our peer group during that period.”
- “[W]e consider Hasbro's strong long-term TSR since the
introduction of the Company's current strategy serves as some form
of validation of the business model and strategy, the execution of
which has generally benefited investors over longer periods. These
findings contradict Alta Fox's assertion that the brand blueprint
strategy has failed to deliver for Hasbro's shareholders and that
Hasbro has underperformed across nearly every relevant time
horizon.”
Glass Lewis further recognized the rationale of the eOne
acquisition and why it was correct to reject Alta Fox’s proposal to
spin off Wizards of the Coast:
- “[W]e believe Hasbro's brand blueprint strategy remains valid
and we recognize the strategic rationale of the eOne acquisition.
Considering the pandemic had the effect of deferring until recently
Hasbro's ability to fully integrate and utilize eOne's capabilities
as an in-house studio, with the anticipated benefits and synergies
of the deal only coming to fruition now, we believe the newly
installed management team should be given an opportunity to execute
Hasbro's long-held strategy with the support of a board that is
aligned with the Company's vision and plan. Afforded a reasonable
amount of time to see the strategy through, with the possibility of
current industry headwinds abating in the medium term, we'd expect
Hasbro to continue its track record of delivering strong
shareholder returns over the long term.”
- “[T]he Company has provided a compelling defense of its
strategy and corporate structure, particularly with respect to eOne
and the Wizards business, which seems to have been successful
because of, not in spite of, the unit being a part of Hasbro and
benefitting from the brand blueprint strategy.”
On the candidates, Glass Lewis commented as follows:
- “After a months-long search, the board appointed two
high-caliber directors who, in our view, appear well qualified to
oversee and work with Hasbro's new management team and the rest of
the board as the Company implements its proven strategy to drive
growth and continued long-term returns for shareholders.”
- “Although the Dissident claims its nominees would bring
financial and capital allocation discipline to the Hasbro board, we
believe it's important for investors to remember that Alta Fox
assembled its slate with the intention of pushing Hasbro to effect
a spin-off and a corporate or strategic transformation. This is
reflected in the experiences and backgrounds of its nominees, one
of whom appears to be a spin-off specialist, and none of whom have
industry experience relevant to Hasbro's business. Rather, they
have backgrounds in telecom, personal care, enterprise software,
insurance and financial services. Even if they had the financial or
capital allocation expertise touted by Alta Fox, we question what
contributions they could make given their experience does not match
Hasbro's business verticals.”
- “In our view, the caliber of Hasbro's recent director
appointments is unmatched on the Dissident's slate.”
Commenting on the Glass Lewis recommendation, Hasbro issued the
following statement:
“Hasbro appreciates Glass Lewis’s support of the election of all
of Hasbro directors to the Board. As evidenced by this
recommendation and the Company’s track record of exceptional growth
and strong long-term returns, Hasbro’s directors possess the
experience, expertise and qualifications directly relevant to
overseeing Hasbro’s world class portfolio of assets across multiple
play and entertainment categories. Hasbro’s highly skilled, diverse
and recently refreshed Board is ideally positioned to support
Hasbro’s CEO, Chris Cocks, in enacting the go-forward strategy for
Hasbro’s long-term success and driving value creation for the
benefit of all our shareholders.”
Hasbro’s Board of Directors urges shareholders to vote FOR ALL
of Hasbro’s director nominees on the WHITE proxy card and to
disregard any materials, including any gold proxy card, that may be
sent by Alta Fox.
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.
For information about the 2022 Annual Meeting, please visit:
www.HasbroGamePlan.com.
About Hasbro
Hasbro (NASDAQ: HAS) is a global play and entertainment company
committed to making the world a better place for all children, fans
and families. Hasbro delivers immersive brand experiences for
global audiences through consumer products, including toys and
games; entertainment through eOne, its independent studio; and
gaming, led by the team at Wizards of the Coast, an award-winning
developer of tabletop and digital games best known for fantasy
franchises MAGIC: THE GATHERING and DUNGEONS & DRAGONS.
The company’s unparalleled portfolio of approximately 1,500
brands includes MAGIC: THE GATHERING, NERF, MY LITTLE PONY,
TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, DUNGEONS &
DRAGONS, POWER RANGERS, PEPPA PIG and PJ MASKS, as well as premier
partner brands. For the past decade, Hasbro has been consistently
recognized for its corporate citizenship, including being named one
of the 100 Best Corporate Citizens by 3BL Media and one of the
World’s Most Ethical Companies by Ethisphere Institute. Important
business and brand updates are routinely shared on our Investor
Relations website, Newsroom and social channels (@Hasbro on
Twitter, Instagram, Facebook and LinkedIn.)
© 2022 Hasbro, Inc. All Rights Reserved.
Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements may be accompanied by such
words as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“forecast,” “intend,” “may,” “plan,” “potential,” “project,”
“target,” “will” and other words and terms of similar meaning.
Among other things, these forward-looking statements may include
statements concerning: the impact and contributions of our new
director appointments, and our ability to achieve our financial and
business plans, goals and objectives, including achieving long-term
sustainable profitable growth and long-term value for shareholders.
Specific factors that might cause such a difference include those
risks detailed from time to time in Hasbro’s filings with the SEC.
The statements contained herein are based on Hasbro’s current
beliefs and expectations and speak only as of the date of this
communication. Except as may be required by law, Hasbro does not
undertake any obligation to make any revisions to the
forward-looking statements contained in this communication or to
update them to reflect events or circumstances occurring after the
date of this communication. You should not place undue reliance on
forward-looking statements.
Additional Information and Where to
Find It
Hasbro has filed with the SEC a definitive proxy statement on
Schedule 14A on April 25, 2022, containing a form of WHITE proxy
card, and other relevant documents with respect to its solicitation
of proxies for Hasbro’s 2022 annual meeting of shareholders (the
“2022 annual meeting”). INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) FILED BY HASBRO AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
ANY SOLICITATION. Investors and security holders may obtain copies
of these documents and other documents filed with the SEC by Hasbro
free of charge through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed by Hasbro are also
available free of charge by accessing Hasbro’s website at
www.hasbro.com.
Participants to the Solicitation
Hasbro, its directors and executive officers and other members
of management and employees may be deemed to be participants in the
solicitation of proxies with respect to a solicitation by Hasbro in
connection with matters to be considered at the 2022 annual
meeting. Information about Hasbro’s executive officers and
directors, including information regarding the direct and indirect
interests, by security holdings or otherwise, is available in
Hasbro’s definitive proxy statement for the 2022 annual meeting,
which was filed with the SEC on April 25, 2022. To the extent
holdings of Hasbro securities reported in the definitive proxy
statement for the 2022 annual meeting have changed, such changes
have been or will be reflected on Statements of Change in Ownership
on Forms 3, 4 or 5 filed with the SEC. These documents are or will
be available free of charge at the SEC’s website at
www.sec.gov.
HAS-IR HAS-C
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version on businesswire.com: https://www.businesswire.com/news/home/20220527005238/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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