Hasbro Files Investor Presentation for 2022 Annual Meeting
May 16 2022 - 4:02PM
Business Wire
Urges Shareholders to Vote FOR ALL of Hasbro’s
Highly Qualified Directors on the WHITE Proxy Card
Hasbro, Inc. (NASDAQ: HAS), a global play and entertainment
company, today announced that it has filed an investor presentation
with the U.S. Securities and Exchange Commission (“SEC”) in
connection with the Company’s 2022 annual meeting of shareholders
to be held on June 8, 2022.
Key Highlights of the Presentation:
- The Brand Blueprint is a winning strategy that has been a
long-term success and is the widely emulated business model in the
play and entertainment space. Hasbro has shown that its diversified
business model and balanced portfolio are strengths, especially
during challenging times.
- Hasbro’s Board has made significant changes over the last seven
months, appointing a new CEO, separating the Chair and CEO
positions, adding three highly qualified directors with digital
gaming and capital allocation expertise and committing that two
directors will step down no later than the Company’s 2024 annual
meeting. Overall, since 2016, six new directors joined and five
departed the Board.
- CEO Chris Cocks is a change agent with a technology background
and a successful track record as the head of the Wizards of the
Coast and Digital Gaming division, a business he doubled in size in
three years, in part due to the Board’s support and authorization
of more than $1 billion of investment in Wizards over the last five
years.
- Mr. Cocks, in partnership with the Board, has initiated a
comprehensive strategy review focusing on building direct
relationships with Hasbro’s consumers, driving the Company’s
industry leading gaming portfolio, expanding multi-generational
play, scaling fewer, bigger opportunities and employing disciplined
reinvestment, all to drive profitable growth.
- Hasbro generated strong TSR vs. relevant peers in toys and
games, gaming and entertainment prior to COVID-19. Against
entertainment peers, Hasbro fared better during COVID-19 in large
part due to its diversified business model.
- eOne is a highly strategic acquisition and, despite delayed
returns given pandemic lockdowns, positions the Company to
accelerate operational growth and deliver value for shareholders.
Hasbro’s Board is committed to strict financial discipline as
evidenced by the divestment of the non-core eOne music business,
the proceeds of which it used to pay down debt.
- Hasbro’s Board has the right skills and experience to support
Mr. Cocks in introducing and delivering the Hasbro gameplan for
continued long-term value creation. He needs the support of
directors with a balance of fresh perspectives and
institutional/industry knowledge as they push Hasbro for bold
changes in a rapidly evolving world.
- Alta Fox’s thesis and director nominees are not right for
Hasbro. After careful analysis, with the assistance of outside
advisors, Hasbro’s Board concluded that spinning off Wizards of the
Coast would not create value for shareholders. Alta Fox’s nominees
would not be additive to the Board as they lack relevant corporate
and industry experience across consumer products, entertainment and
gaming, and may disrupt the execution of our plan.
- Hasbro sought to avoid a proxy contest and has demonstrated a
continued willingness to explore settlement possibilities. Alta Fox
refused to even discuss the qualification of candidates identified
by Hasbro. Instead, Alta Fox made the appointment of one of its
candidates a pre-condition to any substantive settlement
discussion, rather than being open to finding the best possible
candidates for Hasbro’s Board and all shareholders.
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. If shareholders have any
questions or require any assistance with voting their shares, they
may contact Hasbro’s proxy solicitors: Innisfree M&A
Incorporated at 1 (877) 825-8971 or Morrow Sodali LLC at 1 (800)
662-5200.
To view the presentation, or for information about the 2022
Annual Meeting, please visit: www.HasbroGamePlan.com.
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
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version on businesswire.com: https://www.businesswire.com/news/home/20220516006019/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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