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Files Definitive Proxy Materials
Urges Shareholders to Vote on WHITE Proxy Card
Hasbro, Inc. (NASDAQ:HAS) (“Hasbro” or the “Company”), a global play and entertainment company, today announced that it has filed its definitive proxy statement and WHITE proxy card with the US Securities and Exchange Commission (“SEC”) in connection with the Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”) to be held on June 8, 2022. All Hasbro shareholders of record as of the close of business on April 12, 2022 will be entitled to notice of, and to vote at, the 2022 Annual Meeting. The Company’s Board of Directors (the “Board”) also issued the following letter to Hasbro shareholders in connection with the filing.
For information about the 2022 Annual Meeting, please visit: www.HasbroGamePlan.com.
The full text of the letter follows.
April 25, 2022
Dear Fellow Shareholder:
As a Hasbro investor, you face a critical decision at the Company’s annual meeting of shareholders to be held on June 8, 2022. Your vote is more important than ever this year. A hedge fund named Alta Fox Opportunities Fund, LP (together with its affiliates, “Alta Fox”), which only recently acquired shares in Hasbro, is attempting to install five dissident director nominees who lack any relevant industry expertise to push an agenda to spin off the Wizards of the Coast business (“Wizards”). We believe this proxy fight is ill-timed, Alta Fox’s agenda will not create value for shareholders and its nominees offer no beneficial experience to Hasbro’s Board or the Company.
Chris Cocks, who became CEO only eight weeks ago, doubled the size of the Wizards business over a three-year period from 2018 to 2021 (two years faster than our initial target) in his role as its president and chief operating officer. Chris’s track record and gameplan that led to the success at Wizards ideally position him to lead and execute the optimal strategy for creating long-term shareholder value by growing Hasbro’s world class portfolio of assets across multiple play and entertainment categories. We firmly believe it is in your best interests, as a shareholder, to give him an opportunity to execute his gameplan and drive the performance of Hasbro as a whole. Hasbro’s diverse and experienced Board, recently enhanced with the additions of Liz Hamren and Blake Jorgensen, is best positioned to support Chris, the management team and employees of Hasbro to drive value creation for the benefit of all our shareholders.
Alta Fox’s campaign, which began just days after the passing of our long-time CEO Brian Goldner, is a distraction at a time when our new CEO should be given a chance to focus solely on our business for the benefit of all our stakeholders. Hasbro welcomes shareholder engagement, and upon request from Alta Fox, we met with them on numerous occasions as described in our proxy statement. Through this engagement, it became obvious to us that Alta Fox lacks an understanding of Hasbro’s business, including, most significantly, Wizards. Alta Fox proposed a spin-off of Wizards that would not create value and illustrated clear misunderstandings of our significant investment (over $1 billion in the last five years), support from the Board in growing the Wizards business (150% growth in MAGIC: THE GATHERING alone in the last five years), benefits Wizards receives from being part of Hasbro and the ability of our Brand Blueprint strategy to drive the future performance of Wizards and the entirety of Hasbro’s business.
Hasbro’s Board of Directors operates with the best interests of ALL shareholders in mind as evidenced by the thorough succession planning process that identified Chris Cocks as Hasbro’s new CEO
Robust succession planning is an ongoing point of focus for the Board. The Board regularly considers internal and external candidates as part of its extensive and thoughtful executive succession planning process with the goal of identifying and placing the best long-term leaders for Hasbro. This process allowed us to act definitively and quickly to appoint Chris Cocks – the change agent who doubled the Wizards business over a three-year period – as our new CEO.
Chris’s specific combination of expertise in both the Wizards business and the next generation of gaming makes him ideally positioned to develop, in conjunction with the Board, the strategy for the future of Hasbro. The Board fully supports Chris and believes that, given the opportunity to execute with such support, his forward-looking, consumer-focused strategy and gameplan will help create and drive long-term shareholder value in the best interests of ALL shareholders.
There is no doubt that Chris will apply the growth orientation and capital discipline that he successfully demonstrated during his time at Wizards to the rest of the Hasbro business along with his focus on games, multi-generational play and entertainment and direct to consumer. Chris is in the early days of refining the fundamental gameplan he used at Wizards to pursue long-term growth opportunities across the full Company, and we believe the actions and agenda of Alta Fox will only impair that progress to the detriment of all shareholders.
Hasbro has invested over $1 billion in Wizards in the last 5 years alone and a spin-off would not create value for shareholders
Alta Fox’s claim that Wizards has suffered as part of Hasbro and is starved of resources could not be further from the truth.
Over the past five years, the Board has supported Hasbro’s investment of more than $1 billion in Wizards, driving 150% growth in MAGIC: THE GATHERING alone and positioning the Company for continued and outsized growth across tabletop and digital gaming. As a result of this investment, Wizards has achieved phenomenally profitable growth through player expansion, new games and new IP. This is evident in our full-year 2021 results, which showed Wizards revenue increased 42% to $1.28 billion. The Board has been a key support for Chris in the performance he and the Wizards teams have delivered over the last six years and the Board has consistently pushed to be more aggressive in Wizards’ growth plans.
The Brand Blueprint maximizes the value of Wizards by expanding the reach and opportunity of its iconic IP into new channels, enhancing the number of ways our current fans can experience and enjoy these beloved brands and reaching new players across a holistic suite of brand executions, storytelling experiences and personal connections. For example, our upcoming MAGIC: THE GATHERING Netflix series and the theatrical release of the blockbuster DUNGEONS & DRAGONS: HONOR AMONG THIEVES feature film in 2023 – both of which will be supported by robust consumer products offerings – are strong testaments to the strength of our current Brand Blueprint strategy and demonstrate just the start of what we can achieve when we take Wizards’ brands across the Blueprint flywheel.
Our Board has independently and carefully considered the appropriateness of a spin-off of Wizards and found that a spin-off of Wizards would not create value for all shareholders. In our view it would limit growth and result in meaningful missed strategic and financial opportunities for both Wizards and the Hasbro business overall, in contrast to Alta Fox’s thesis.
In reviewing Alta Fox’s proposal for a Wizards spin-off, the Board noted that Alta Fox’s analysis assumed a significant multiple expansion for Wizards through reference to fundamentally flawed and …
Full story available on Benzinga.com
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