Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
May 27 2022 - 03:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
|
☐ |
Preliminary Proxy Statement |
|
☐ |
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
|
☐ |
Definitive Proxy Statement |
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☒ |
Definitive Additional Materials |
|
☐ |
Soliciting Material Under Rule 14a-12 |
HASBRO, INC.
|
(Name of Registrant as Specified in Its Charter)
|
|
ALTA FOX OPPORTUNITIES FUND, LP
ALTA FOX SPV 3, LP
ALTA FOX SPV 3.1, LP
ALTA FOX GENPAR, LP
ALTA FOX EQUITY, LLC
ALTA FOX CAPITAL MANAGEMENT, LLC
CONNOR HALEY
MARCELO FISCHER
RANI HUBLOU
CAROLYN JOHNSON
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
Payment of Filing Fee (Check the appropriate box):
|
☐ |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11. |
|
(1) |
Title of each class of securities to which transaction
applies: |
|
(2) |
Aggregate number of securities to which transaction
applies: |
|
(3) |
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined): |
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(4) |
Proposed maximum aggregate value of transaction: |
|
☐ |
Fee paid previously with preliminary materials: |
☐ Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
|
(1) |
Amount previously paid: |
|
(2) |
Form, Schedule or Registration Statement No.: |
Alta Fox Opportunities Fund, LP, together with the other
participants named herein (collectively, “Alta Fox”), has filed a
definitive proxy statement and accompanying GOLD proxy card with
the Securities and Exchange Commission to be used to solicit votes
for the election of its slate of highly-qualified director nominees
at the 2022 annual meeting of shareholders of Hasbro, Inc., a Rhode
Island corporation (the “Company”).
On May 27, 2022, an Alta Fox spokesperson was quoted in the
following article published by Reuters:
Glass Lewis backs all Hasbro directors in boardroom fight with
Alta Fox
Reuters
By Svea Herbst-Bayliss
May 27, 2022
Proxy advisory firm Glass Lewis on Friday recommended that Hasbro
shareholders reelect all of the company's director nominees,
dealing a blow to hedge fund Alta Fox's effort to replace three
board members.
"We
do not believe there is a sufficient basis to support the board
changes sought by (Alta Fox)," Glass Lewis wrote in its report,
adding "the preponderance of the evidence validates Hasbro's
strategy and business model."
Alta
Fox, which owns a 2.5% stake in the toy maker, has urged Hasbro to
spin off its Wizards of the Coast and Digital Gaming unit and
criticized its takeover of Entertainment One in 2019, its Brand
Blueprint strategy and how it allocates capital.
It
wants to replace three board members, including the board chairman,
the current chair of the compensation committee and the previous
chair of the compensation committee.
Hasbro has nominated 13 directors including two new members who
were appointed to the board last month.
Investors will vote on the matter next month.
Proxy advisory firms Glass Lewis and its bigger rival Institutional
Shareholders Services, which has not yet issued its report, often
guide investors on how to vote in board room battles.
An
Alta Fox spokesperson said the Glass Lewis report "appears to omit
significant and critical facts pertaining to Hasbro's long-term
failings and stagnation," including the share price drop. "We're
confident our fellow shareholders will not be swayed by what comes
across as a flawed and poorly informed recommendation for
undeserving incumbents."
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