Alta Fox Recommends Shareholders Vote the GOLD Proxy to Elect a Capital Allocation and Disclosure Expert to Hasbro’s Board
June 02 2022 - 4:45PM
Business Wire
Urges Shareholders to Compare Independent
Nominee Marcelo Fischer’s Impressive Track Record to Edward M.
Philip’s Value-Destructive Missteps Before Casting Vote at Hasbro’s
Annual Meeting Next Week
Highlights How Mr. Fischer Can Help Improve
Hasbro’s Capital Allocation, Financial Discipline and Investor
Disclosure, Leading to Enhanced Long-Term Value for
Shareholders
Alta Fox Capital Management, LLC (together with its affiliates,
“Alta Fox” or “we”), the beneficial owner of approximately 2.5% of
the outstanding shares of Hasbro, Inc. (NASDAQ: HAS) (“Hasbro” or
the “Company”), today issued the below letter in connection with
its campaign to elect a highly qualified and independent candidate
to the Company’s defensively expanded 13-member Board of Directors
(the “Board”) at the 2022 Annual Meeting of Shareholders (the
“Annual Meeting”) scheduled for Wednesday, June 8, 2022.
***
Fellow Shareholders,
Our singular goal in this campaign has been to help put Hasbro
back on the path to creating enduring value for shareholders by
adding new perspectives to the boardroom. Following months of
thoughtful engagement with you, as well as the recent report
released by independent proxy advisory firm Institutional
Shareholder Services, Inc. (“ISS”), we decided to pursue the
election of one director candidate to replace long-serving
incumbent Edward M. Philip.
This election contest is about choosing the best qualified
candidate to serve on Hasbro’s Board. At next week’s Annual
Meeting, you have an opportunity to remove Mr. Philip and add
capital allocation and financial disclosure expert Marcelo Fischer
into the boardroom. We believe this is the best way to ensure that
first-time Chief Executive Officer Chris Cocks can begin to lay the
foundation of a turnaround that will ultimately unlock long-term
value for all shareholders.
We urge shareholders to compare Mr. Fischer’s impressive track
record against Mr. Philip’s value-destructive missteps during his
nearly 20-year tenure at Hasbro before deciding who to cast your
vote for at the Company’s Annual Meeting next week:
Marcelo
Fischer
Alta Fox’s Proven, Independent
Candidate
Edward
M. Philip
Hasbro’s Longest-Tenured
Director
Capital Allocation
Expertise
- As Chief Financial Officer of IDT Corporation and IDT Telecom,
Mr. Fischer possesses significant capital allocation, cost
discipline and corporate restructuring expertise.
- As ISS noted in its report, Hasbro’s “capital allocation track
record is far from stellar” during Mr. Philip’s 19-year
tenure.1
M&A Track Record
- Mr. Fischer has significant experience evaluating and
successfully executing strategic alternative transactions.
- While Mr. Fischer has executed numerous successful spin-offs,
he also has demonstrated an ability to postpone or decide against a
spin-off as market conditions evolve.
- The current Board, which includes Mr. Philip, has a record of
value-destructive M&A transactions that have not yielded
meaningful value for shareholders.
- In particular, ISS noted the “dilutive and expensive eOne
acquisition,” which occurred during Mr. Philip’s tenure.2
Investor Disclosure
Expertise
- Mr. Fischer has been instrumental in promoting investor
transparency across complicated business segments while at IDT
Corporation.
- During Mr. Philip’s tenure, Hasbro’s underperformance has been
compounded by poor disclosure practices with no oversight or
accountability, making it difficult for the market to properly
evaluate the Company.
History of Shareholder Value
Creation
- During Mr. Fischer’s tenure as Chief Financial Officer, IDT
Corporation (inclusive of all spin-off transactions) has compounded
shareholder value at 25% a year compared to the S&P 500 at less
than 10% annualized.
- Hasbro has consistently underperformed both the S&P 500 and
its chosen consumer benchmark over the last five years.
Alignment with
Shareholders
- Mr. Fischer has purchased 5,788 shares of Hasbro on the open
market over the last three months.
- Mr. Philip has never bought
shares of Hasbro during his nearly two-decade tenure.
- Rather than step down as part of the Board’s recent defensive
expansion from 11 members to 13 members, Mr. Philip chose to remain
in power after nearly 20 years on the Board.
Given his extremely long tenure, it is hard to imagine that the
Board has not already received the benefit of Mr. Philip’s insights
and experience. Contrastingly, Mr. Fischer has an undeniably strong
record of long-term value creation and best-in-class disclosure
practices that could help repair Hasbro. If elected, Mr. Fischer
would make it a priority to work with his fellow directors to help
the Board:
- Establish a disciplined capital allocation framework with an
emphasis on ensuring capital flows to the highest risk-adjusted
return opportunities.
- Improve the Company’s disclosure of relevant key performance
indicators for all operating segments as well as relevant metrics
for announced acquisitions to ensure shareholders can properly
evaluate Hasbro.
- Increase management’s accountability by aligning executive
compensation with value-enhancing metrics, rigorous targets and
total shareholder return.
It has become abundantly clear over the past several months that
shareholders want an independent capital allocation expert in
Hasbro’s boardroom, which is why we recommend you vote on the
GOLD proxy card today. To
contact us or to speak with Mr. Fischer directly, please visit
www.StrengthenHasbro.com.
Sincerely,
Connor Haley Managing Partner Alta Fox Capital Management,
LLC
###
About Alta Fox
Founded in 2018 by Connor Haley, Alta Fox is a Texas-based
alternative asset management firm that employs a long-term focused
investment strategy to pursue exceptional risk-adjusted returns for
a diverse group of institutions and qualified individual clients.
Alta Fox focuses on identifying often overlooked and
under-the-radar opportunities across asset classes, market
capitalization ranges and sectors. Learn more by visiting
www.AltaFoxCapital.com.
______________________ 1 Permission to quote ISS was neither
sought nor obtained. 2 Permission to quote ISS was neither sought
nor obtained.
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