Shareholders Urged to Vote FOR ALL of Hasbro’s
Highly Qualified Directors on the WHITE Proxy Card
Hasbro, Inc. (NASDAQ: HAS) (“Hasbro” or the “Company”), a global
play and entertainment company, today issued the following letter
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 31, 2022
Dear Fellow Shareholder,
As we approach the last few days leading up to Hasbro’s Annual
Meeting of Shareholders, taking place June 8, 2022, we ask you to
vote the WHITE proxy card and “FOR ALL” the nominees proposed by
the Hasbro Board.
We thank all of our shareholders who have spoken with us and
shared their perspectives over these last several months, as we
have solicited your views and sought your support. We have heard
your concerns and taken them onboard, and from that perspective,
this process has been impactful and valuable.
With our newly appointed CEO, Chris Cocks, we are charting
Hasbro’s next chapter of growth and success. Chris, together with
Liz Hamren and Blake Jorgensen – each of whom have joined the Board
in the last couple of months – bring depth of expertise, talent and
informed points of view about our business. They have been change
agents with a track record of delivering value. Their new
perspective, combined with the depth of experience of our other
board members, provide the right combination of skills and
experience, and also stability and context, to position Hasbro to
deliver long-term value and returns for our shareholders.
We acknowledge that our total shareholder returns (TSR) have
trailed the broader market, and we know that we have room for
improvement. We are committed to disciplined capital allocation,
strong corporate governance and advising and supporting Chris as he
conducts his full assessment of our business and implements his
vision for Hasbro and the Company’s future strategies, with the
fundamental goal of delivering strong shareholder returns. That is
our focus.
Our promise to each of our shareholders is to continue to listen
actively and be responsive to your feedback, critiques and ideas.
We have been through a challenging period, starting with the
headwinds of COVID-19 and then the untimely loss of a
transformative leader. Throughout, our Board has sought to be
worthy stewards and fulfill its responsibilities regarding capital
allocation, the balance sheet and returns to shareholders. We have
made strategic capital allocation decisions like divesting the eOne
music business, which de-levered our balance sheet, announced share
repurchases of $75-150 million for 2022, and increased our
quarterly dividend, which we raised by three percent this year
alone. Over the last five years, we have returned over $2.1 billion
to shareholders through dividends and share repurchases, and we
have done this all while paying down over $1 billion of debt in
2021, even during the difficulties posed by the pandemic on
production and the supply chain. As we said before, capital
allocation, including strategic investments and returning excess
cash to shareholders, while we continue to grow and pay down debt,
is a priority as we support Chris in the development of his
plan.
As you may have seen, both of the leading independent proxy
advisory firms, Institutional Shareholder Services (“ISS”) and
Glass, Lewis & Co. (“Glass Lewis”), recently recommended Hasbro
shareholders vote on the WHITE proxy card and that shareholders
should not support Alta Fox’s campaign.
- Glass Lewis recommended a vote FOR ALL of Hasbro’s director
nominees, expressing strong support for our Board slate and
corporate strategy while highlighting a number of weaknesses in
Alta Fox’s campaign and dissident nominees, including that Glass
Lewis believes “Alta Fox’s nominees lack relevant experience for
Hasbro’s business model and strategy,” and that “it’s important for
investors to remember that Alta Fox assembled its slate with the
intention of pushing Hasbro to effect a spin-off [of its Wizards of
the Coast business],” which our analysis concluded would not create
value for shareholders. We could not agree more with Glass Lewis
that “the caliber of Hasbro’s recent director appointments is
unmatched on the Dissident’s slate.”
- We have also received a positive recommendation from ISS who
recommended shareholders vote on Hasbro’s WHITE proxy card by
stating “the recent TSR outperformance, the appointment of Cocks as
CEO, who has been on the job for less than 100 days, and the
addition of directors with much needed gaming expertise, have
reduced the urgency for significant change at the board level in
the near term.” We appreciate that support while also respectfully
disagreeing with ISS’s recommendation to withhold votes for Hasbro
director Edward (Ted) Philip. Ted brings significant knowledge of
entertainment, digital and technology focused industries, in
addition to decades of experience operating, managing and
overseeing the finances of large multinational corporations that
will help Chris execute the Company’s business review and
transformation. As Chris has noted many times, Ted was instrumental
to him as a Board member while Chris was President of Wizards of
the Coast, pushing Chris to ‘Go Big’ in his aspirations, while also
supporting these plans through significant financial investments in
Wizards. In light of Ted’s strong track record as a Board member,
we encourage shareholders to vote FOR Ted Philip, along with our
other directors on the WHITE proxy card.
We note that following the issuance of these reports, Alta Fox
has again decided to change course on its campaign, narrowing its
board nominees to Marcelo Fischer and removing Rani Hublou and
Carolyn Johnson from its slate just days before the scheduled
Annual Meeting vote. Shareholders should question the lack of focus
in Alta Fox’s campaign and lack of clarity around its thesis, which
it has changed each time an independent and/or third party does not
support Alta Fox’s position. This type of 11th hour flip-flop
reflects a highly inconsistent and fundamentally weak set of
conclusions underlying its campaign. At the end of the day, it is
clear that Alta Fox is looking for a win for Alta Fox, not for all
Hasbro Shareholders.
Shareholders should also question Alta Fox’s continued efforts
to elect Mr. Fischer – who Glass Lewis has called a “spin off
specialist,” and who would only serve to disrupt the Company from
its go-forward strategy and push a spin-off proposal that would not
deliver value to shareholders. We continue to believe that Mr.
Fischer would not add value to the Board given he primarily brings
legacy telecommunications and personal care experience – neither of
which are relevant to Hasbro’s business model nor the omni-channel
storytelling strategy so central to our success. We strongly agree
with Glass Lewis that “[e]ven if [Alta Fox’s nominees] 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.” By contrast, Edward
(Ted) Philip brings experience and expertise that is directly
relevant to our industry and the future growth of our business. His
skills and perspectives will be instrumental to the Board as we
work with Chris to identify long-term growth opportunities, drive
value creation and execute our strategy for Hasbro’s long-term
success.
A vote FOR ALL Hasbro directors on the WHITE proxy card is the
right path forward as we support Chris Cocks in the development of
his strategic plan that will carry out the important work we have
ahead of us while achieving our core goal to drive returns on
behalf of all shareholders. We look forward to you joining us for
our 2022 Annual Meeting in just a few days. Even if you plan to
join us virtually for the meeting, please be sure to vote ahead of
this meeting to ensure that your vote is received and counted.
Every vote is important, no matter how big your position is in
Hasbro.
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.
Please Vote Now Using One of the
Following Methods
Vote by Internet
Go to the website identified on the
enclosed WHITE proxy card or voting
instruction form
Vote by Phone
Call the number on the enclosed
WHITE proxy card or voting
instruction form
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
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.
Thank you for your continued support of Hasbro.
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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220530005459/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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