Hasbro Investor Alta Fox Capital Issues Response To Co.'s Recent Presentation, Reinforces 'Urgent' Need For Boardroom Change At 2022 Meeting

Urges Shareholders to Vote on the GOLD Proxy Card to Elect Alta Fox’s Three Highly Qualified and Independent Nominees, Who Collectively Possess Expertise in Corporate Governance, Capital Allocation and Strategic Planning

DALLAS--(BUSINESS WIRE)-- Alta Fox Capital Management, LLC (together with its affiliates, “Alta Fox” or “we”), the beneficial owner of approximately 2.6% of the outstanding shares of Hasbro, Inc. (NASDAQ:HAS) (“Hasbro” or the “Company”), today issued the below statement in connection with its nomination of three highly qualified and independent candidates – Marcelo Fischer, Rani Hublou and Carolyn Johnson – for election to the Company’s Board of Directors (the “Board”) at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”). As a reminder, Alta Fox is seeking to replace the following long-tenured members of Hasbro’s 13-member Board: Lisa Gersh, Edward M. Philip and Richard S. Stoddart. Visit www.StrengthenHasbro.com for more information about Alta Fox’s campaign for change.

Connor Haley, Managing Partner of Alta Fox, commented:

"This election contest now comes down to one question: should three long-tenured and underperforming members of Hasbro’s 13-member Board be given a pass at this critical inflection point simply because the Company has a new Chief Executive Officer? The reality is the three incumbents we are targeting have presided over chronic share price underperformance, sustained market share losses and a perpetual trading price discount relative to intrinsic value, all while authorizing top tier compensation for bottom tier performance compared to similarly sized publicly traded consumer companies. The recent appointment of Chris Cocks does not conceal this long-term erosion that threatens Hasbro’s viability as a business. Indeed, even the Company’s own proxy fight presentation acknowledges ‘its underperformance over the traditional 1, 3 and 5-Year Periods’ and that ‘the company’s recent returns are behind benchmarks.’ Although we are unequivocally supportive of Mr. Cocks and want him to succeed, we believe the best way to halt this decline of the business and ensure better corporate decision-making is to facilitate a credible refresh of the Board at the June 8th Annual Meeting. We urge all of our fellow shareholders to send a long overdue message to the Board that it is in fact accountable for long-term lapses in capital allocation, corporate governance and compensation, and strategic planning.

As an investor that intends to hold the Company’s shares for the long term, we know future growth and value creation will begin in the boardroom. Public reports indicate that a growing number of other Hasbro shareholders, including long-term institutional investors, support our push for boardroom change at this year’s Annual Meeting.1 We are inspired by our fellow shareholders’ acknowledgements that Marcelo Fischer, Rani Hublou and Carolyn Johnson are the right change agents at the right time for Hasbro’s Board. Mr. Fischer is an expert in capital allocation and transactions, Ms. Hublou has exceptional growth strategy experience and corporate governance acumen, and Ms. Johnson is a proven expert in organizational transformations.

Looking ahead, we hope shareholders make voting decisions based on the facts rather than the Board’s contradictory and reactionary responses to our campaign for incremental change. We find it telling that the current Board’s most recent response did not address many of the substantive issues that we and our fellow shareholders have raised to date. Our campaign has put a spotlight on the current Board’s undisciplined capital allocation during the ‘Brand Blueprint’ era and the impact this failure has had on long-term shareholder returns. Tellingly, rather than contextualize past decisions or lay out a transparent capital allocation framework for the future, the Company is now suggesting that its strategy will be reviewed by the incumbent Board and long-serving executives. In an apparent about-face, the Company is telling shareholders it will ‘rethink how Hasbro operates as a company to drive shareholder value’ and that it is working ‘to execute a comprehensive strategic plan review to set Hasbro’s future course and drive profitable growth.’ This last-minute pivot designed to win support only validates our view – and those of other shareholders – that now is the perfect time to introduce truly independent and fresh perspectives into the boardroom through the election of our three nominees.

It is especially critical for shareholders to recognize that the current Board continues to assume no real accountability for capital allocation, which is the key lever to profitable long-term growth. The Company’s recent presentation notes that ‘Chris will apply the growth orientation and capital discipline that he successfully demonstrated during his time at Wizards to the entire Hasbro business.’ This is a startling statement given that a high functioning board of directors should be actively involved in major capital deployment initiatives and, as shareholders know, Mr. Cocks, a first-time CEO, does not yet have experience overseeing capital allocation decisions at a public entity of Hasbro’s size and scope. It is equally startling to review slide 14 of the Company’s recent presentation, which notes ‘Hasbro’s Management Looks to the Board on a Number of Key Topics.’ The term capital allocation is not mentioned – not once.

It is a flashing red light from a governance perspective that the current Board wants no real ownership of capital allocation, and it is so resistant to shareholders’ desire for a credible director refresh that it is now spending more than $12 million on two law firms, two investment banks, two proxy solicitors and an army of public relations professionals to fight incremental change. Conversely, Alta Fox is investing its own resources and time to try to improve Hasbro's governance by adding highly qualified and independent experts to a 13-member Board. Shareholders should not forget that this is a contest that could have been averted if the current Board was willing to settle for one investor-designated independent director and the formation of a committee to review capital allocation strategy and provide related support to management. In our view, the fact that this type of reasonable framework was dismissed ahead of a defensive expansion of the Board to an excessive 13 members is all the justification shareholders should need to vote for our slate at the Annual Meeting.”

Hasbro’s Board requires substantial improvements in corporate governance, capital allocation, compensation practices and financial disclosures. The Company’s own communications make it clear that these skills are not present in the backgrounds of the three long-tenured incumbent directors we are seeking to remove. Their bios completely fail to include any mention of capital allocation expertise, and notably absent is any evidence of TSR performance they have achieved at their outside public companies. Furthermore, we find it curious that the company continues to try to re-direct investors’ focus to industry experience, while not one of these three incumbent directors has any digital gaming/digital products expertise as disclosed in the Company’s own, replete skillset matrix. We believe our three nominees have the backgrounds and skilled perspectives to strengthen the Board’s composition in these key areas.

• Marcelo Fischer’s perspective as a capital allocation expert with a proven track record of value creation would be invaluable to the Board’s assessment of capital deployment initiatives. Under Mr. Fischer’s leadership and inclusive of all spin-offs, IDT (NYSE:IDT) has compounded shareholder value at 25% a year compared to the S&P 500 at less than 10% a year.

• Carolyn Johnson brings extensive experience in business transformation, corporate governance and strategic planning that will be necessary for improving disclosures and enhancing Board and management accountability. Under Ms. Johnson’s guidance on the Board, Majesco (NASDAQ:MJCO) achieved an annualized total shareholder return of 84% compared to the S&P 500’s annualized return of 12%.

• Rani Hublou possesses the strategic planning expertise and supply chain knowledge necessary to help Hasbro regain market share and improve its growth strategy.

In its most recent presentation, Hasbro’s army of advisors have attempted to justify the Board’s underperformance and absolve it of accountability. Below, Alta Fox seeks to address disingenuous claims with facts and realities:

Learn more about the Alta Fox slate and how to vote for boardroom change on the GOLD proxy card by visiting www.StrengthenHasbro.com.