Hasbro Board of Directors Issues Letter to Shareholders
Shareholders Urged to Vote FOR ALL of Hasbro’s Highly Qualified Directors on the WHITE Proxy Card
For information about the 2022 Annual Meeting, please visit: www.HasbroGamePlan.com.
The full text of the letter follows.
Dear Fellow Shareholder,
As we approach the last few days leading up to Hasbro’s Annual Meeting of Shareholders, taking place
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,
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
As you may have seen, both of the leading independent proxy advisory firms,
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 Foxassembled 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,
Shareholders should also question Alta Fox’s continued efforts to elect
A vote FOR ALL Hasbro directors on the WHITE proxy card is the right path forward as we support
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
Thank you for your continued support of Hasbro.
The Hasbro Board of Directors
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
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
Additional Information and Where to Find It
Hasbro has filed with the
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