Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
12 May 2022 - 7:13AM
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 |
| ☒ | 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): |
| (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”).
Item 1: On May 11, 2022,
Alta Fox issued an Investor Presentation titled “The Urgent Case for Replacing Three Long-Tenured Members of Hasbro’s 13-Member
Board”, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 2: Also on May 11,
2022, Alta Fox issued the following press release, which includes a link to the presentation set forth in Item 1 above, a copy of which
is attached hereto as Exhibit 99.1 and is incorporated herein by reference:
Alta Fox Releases Presentation Detailing the Case for
Change in Hasbro’s Boardroom Following Years of Poor Capital Allocation and Underperformance
Believes Electing Alta Fox’s Three Independent
Nominees – Who Have Expertise in Corporate Governance, Capital Allocation and Strategic Planning – is Key to Reversing Long-Term
Stagnation
Contends the Recent Appointment of Chris Cocks
as CEO Represents the Right Moment to Address Skill Gaps and Introduce Fresh Perspectives on Hasbro’s Recently Expanded 13-Member
Board
DALLAS--(BUSINESS WIRE)--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 released a
presentation that details its case for targeted change to the Company’s Board of Directors (the “Board”)
following years of underperformance as a result of concerning corporate governance practices, disappointing capital allocation decisions
and objectively poor strategic decisions. As a reminder, Alta Fox has nominated a three-member slate of independent directors –
with significant experience in corporate governance, capital allocation and strategic planning – for election to Hasbro’s
recently expanded 13-member Board at the Company’s 2022 Annual Meeting of Shareholders. Review the
presentation and learn how to vote for boardroom change on the GOLD proxy card by visiting www.StrengthenHasbro.com.
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.
Contact
For Investors:
Okapi Partners
Mark Harnett, 646-556-9350
mharnett@okapipartners.com
For Media:
Longacre Square Partners
Greg Marose / Bela Kirpalani 646-386-0091
gmarose@longacresquare.com
/ bkirpalani@longacresquare.com
This regulatory filing also includes additional resources:
ex991dfan14a12664003_051022.pdf
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