Hasbro, Inc DEFA14A, filed May 18, 2022
Hasbro, Inc. (HAS)
DEFA14A
2022-05-18
View Original
Added on
October 20, 2026
|
UNITED STATES
|
||||
|
SECURITIES AND EXCHANGE COMMISSION
|
||||
|
Washington, D.C. 20549
|
||||
|
|
||||
|
SCHEDULE 14A
|
||||
|
|
||||
|
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
|
||||
|
|
||||
|
Filed by the Registrant ☒
|
||||
|
Filed by a Party other than the Registrant ☐
|
||||
|
Check the appropriate box:
|
||||
|
☐
|
Preliminary Proxy Statement
|
|||
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|||
|
☐
|
Definitive Proxy Statement
|
|||
|
☒
|
Definitive Additional Materials
|
|||
|
☐
|
Soliciting Material under Rule 14a-12
|
|||
|
|
||||
|
Hasbro, Inc.
|
||||
|
(Name of Registrant as Specified In Its Charter)
|
||||
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
||||
|
Payment of Filing Fee (Check the appropriate box):
|
||||
| ☒ |
No fee required.
|
|||
|
☐
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|||
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
||
|
|
|
|
||
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
||
|
|
|
|
||
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
||
|
|
|
|
||
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
||
|
|
|
|
||
|
|
(5)
|
Total fee paid:
|
||
|
|
|
|
||
|
☐
|
Fee paid previously with preliminary materials.
|
|||
|
☐
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
|
|||
|
|
(1)
|
Amount Previously Paid:
|
||
|
|
|
|
||
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
||
|
|
|
|
||
|
|
(3)
|
Filing Party:
|
||
|
|
|
|
||
|
|
(4)
|
Date Filed:
|
||
|
|
|
|
||
On May 18, 2022, Hasbro, Inc. (“Hasbro”) issued the following press release in connection with Hasbro’s 2022 annual meeting of shareholders, which contains a copy of a letter to shareholders issued by Hasbro’s Board of
Directors.
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
PAWTUCKET, R.I.-- 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 18, 2022
Dear Fellow Shareholder:
Your vote at Hasbro’s annual meeting of shareholders to be held on June 8, 2022 is more important than ever. Please vote today “FOR ALL” Hasbro nominees to the Board of Directors. The Hasbro Board
nominees have the right balance of skill sets, experiences and fresh perspectives to guide our new CEO – Chris Cocks – and our management team in executing our long-term strategy for the benefit of ALL shareholders. A hedge fund called Alta Fox
Opportunities Fund, LP (together with its affiliates, “Alta Fox”) is attempting to replace three of our highly skilled and experienced directors with nominees who lack relevant industry expertise and, in our view, possess inferior skillsets. As
such, the Hasbro Board of Directors urges shareholders to reject the Alta Fox nominees, and vote “FOR ALL” of Hasbro’s Directors on the enclosed WHITE proxy card.
Hasbro’s Board has Highly Relevant Qualifications and Significant Experience Driving Value Creation
Rich Stoddart, Chair of the Board of Directors of Hasbro, brings extensive experience in the advertising, marketing and
communications industries, including in television, digital, social media, point-of-sale, packaging and print; global operations; and building global brands and businesses.
| ✔ |
Recognized for his strategic and commercial leadership as well as his expertise in all facets of marketing execution and supply chain management.
|
| ✔ |
Led and drove profitable growth at a variety of global organizations and has strong expertise in business transformation, operations and mergers & acquisitions.
|
| ✔ |
Stepped up as interim CEO after the sudden passing of Brian Goldner last year to guide the Company through a sensitive transition and is a critical player in Hasbro’s future success.
|
Lisa Gersh is a seasoned and proven public company executive with a wealth of experience building and leading brand-driven
businesses as well as strong knowledge of digital media, entertainment, traditional and direct to consumer retail and integrated marketing.
| ✔ |
Vital skills in marketing and branding, media trends and building global brand-driven businesses that are integral to the Board’s role in overseeing the success of the Brand Blueprint strategy.
|
| ✔ |
Expertise in setting compensation programs in multiple industries to attract and retain key employee talent.
|
Edward “Ted” Philip brings significant knowledge of digital and technology-focused industries, as well as broad operational and
financial leadership experience at multinational corporations.
| ✔ |
More than 30 years of business and management experience, including decades as both an operating executive and chief financial officer of multinational corporations, along with expertise in consumer trends in the family entertainment
industry.
|
| ✔ |
Expertise in board governance and corporate finance, as well as in the operations and management of large, multinational organizations that will be instrumental to the Board as we work with Chris to execute our business review and
transformation.
|
Hasbro Has a Strong History of Good Corporate Governance, Including Ongoing, Thoughtful Succession Planning and Board Refreshment
Hasbro’s Board regularly engages in succession planning for the Company’s most senior roles, considering internal and external candidates with the goal of identifying and placing the best long-term
leaders. For the Company’s new CEO, succession planning began long before the sudden passing of Brian Goldner, which allowed us to run a comprehensive process quickly. We are thrilled to have chosen Chris Cocks as our new CEO – a change agent who
doubled the Wizards business over a three-year period and who is now focused on applying that same discipline and results-driven mindset to all of Hasbro.
In terms of Board refreshment, ahead of the recent appointments of Liz Hamren and Blake Jorgensen to our Board, Hasbro invited Alta Fox’s five original director nominees to interview with the Board’s
Nominating, Governance and Social Responsibility Committee. Alta Fox initially refused to permit such interviews and ultimately allowed Hasbro to interview only one of its current nominees. Alta Fox’s candidates received full and fair
consideration; however, the Board concluded that Liz Hamren and Blake Jorgensen were superior additions due to their significant experience and expertise in gaming, technology, operations and capital allocation. In our view, Alta Fox’s nominees,
given their limited relevant qualifications, would not be additive to the Board in helping Hasbro achieve its long-term strategy.
Alta Fox’s Nominees Do Not Have the Necessary Skills for Hasbro’s Board
Marcelo Fischer has a long history of underperforming spin-offs. Based on his previous experience at IDT, where he participated
in numerous (mostly underperforming) spin-offs as senior vice president – finance, we expect that he will advocate for the Wizards spin-off proposal being pushed by Alta Fox – even though we have thoroughly evaluated it and believe it will not
create value for all shareholders.
|
|
× | Primarily brings legacy telecommunications and personal care experience – neither of which are relevant to Hasbro’s business model nor the omni-channel storytelling strategy central to our success. |
|
|
× | Fischer’s company, IDT, has a continued business relationship with Alta Fox, which Alta Fox has failed to disclose to Hasbro shareholders in this proxy contest. Given this business relationship, we are concerned that Fischer would not be truly independent from Alta Fox. |
Rani Hublou’s B2B credentials would not be additive to Hasbro’s Board. Her primary experience is narrowly limited to marketing
in the enterprise software space, including at Tecsys, whose TSR has fallen about 36% over the last 12 months and which has underperformed Hasbro’s TSR by 3.5x during her tenure.
|
|
× | No qualifications in consumer businesses focused on gaming, entertainment or consumer products. |
|
|
× | Alta Fox declined Hasbro’s multiple requests to interview Hublou, so Hasbro was not given an opportunity to ask her about her experience and qualifications. |
Carolyn Johnson has a poor track record regarding business transformation and lacks critical industry experience. She has a
short seven-month tenure and little success as Chief Transformation officer at AIG, whose net income declined 84% during her tenure.
|
|
× | No experience leading or growing consumer businesses. |
|
|
× | No relevant expertise in gaming, consumer products or entertainment. |
| × | Alta Fox declined Hasbro’s multiple requests to interview Johnson, so Hasbro was not given an opportunity to ask her about her experience and qualifications. |
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
Additional Information
Our Board possesses strong qualifications and expertise on the matters key to Hasbro’s success – digital gaming, media and content, consumer products,
entertainment, marketing, capital allocation and ESG.
Chris Cocks, who joined the Board in 2022, is a highly strategic leader with extensive skills and experience in digital gaming,
omni-channel storytelling and strategic capital allocation, along with a proven track record of value creation, having doubled the size of Wizards of the Coast over a three-year period. We are confident in his ability to lead us forward as a
CEO and director for the benefit of all our stakeholders.
Liz Hamren, who joined the Board in April 2022, brings comprehensive leadership experience in digital gaming. Her fresh
perspective and significant expertise in consumer products, strategic growth and capital allocation, combined with her forward-looking digital perspective, will be invaluable to Hasbro’s brands and broader business.
Blake Jorgensen, who joined the Board in April 2022, brings a fresh perspective to the Board with critical expertise in gaming,
capital allocation, consumer products and technology, along with a proven and consistent track record of growth, organic and through mergers & acquisitions, and shareholder value creation.
Ken Bronfin has a proven track record of more than 35 years in media, digital media and entertainment, in addition to expertise
in strategic long-term capital allocation.
Michael Burns has broad experience in developing and distributing award-winning original content as well as strong expertise in
strategic growth, acquisitions, business spin-offs and dispositions and financial management.
Hope Cochran brings a wealth of knowledge in digital and mobile gaming, a proven track record driving revenue growth and
overseeing strategic acquisitions and valuable experience managing global businesses.
Linda Zecher Higgins has an impressive history overseeing growth and transformation at companies focused on technology, digital
content, digital education and online sales and marketing.
Tracy Leinbach brings widespread knowledge and expertise in corporate finance, supply chain and operations, strategic planning,
risk management and multinational corporation management.
Laurel Richie has a deep understanding of marketing and brand-building, significant leadership experience, strategic and
operational expertise and a deep passion for diversity and inclusion.
Mary Beth West brings a proven track record of growing, transforming and revitalizing consumer businesses and brands, as well as
strong expertise in data-driven marketing, consumer engagement and integrated storytelling.
Each of our directors contributes expertise and experience that is directly relevant to overseeing our world class portfolio of assets across multiple play and
entertainment categories.
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
Investors: Debbie Hancock | Hasbro, Inc. | (401) 727-5401 | debbie.hancock@hasbro.com
Media: Carrie Ratner | Hasbro, Inc. | (401) 556-2720 | carrie.ratner@hasbro.com
The following is an advertisement by Hasbro appearing on LinkedIn beginning on May 18, 2022.
The Hasbro Board of Directors possesses deep qualifications and expertise on the matters key to the company’s success, as well as significant experience driving value creation. To learn more about
Hasbro’s long history of effective corporate governance, including thoughtful succession planning and board refreshment, read our latest letter to shareholders. Important information: [Link to Hasbro website containing information previously
filed or filed herein under cover of Schedule 14A]
The following is an advertisement by Hasbro (@Hasbro) appearing on Twitter beginning on May 18, 2022.
The @Hasbro Board of Directors possesses deep qualifications and expertise on the matters key to the company’s success. To learn more about Hasbro’s history of effective corporate governance and
value creation, and for more important information, please visit: [Link to Hasbro website containing information previously filed or filed herein under cover of Schedule 14A]
On May 18, 2022, Hasbro updated its website www.HasbroGamePlan.com, which contains information relating to Hasbro’s 2022 annual meeting of shareholders. A copy of the updated website content (other than that previously
filed or filed herein under cover of Schedule 14A) can be found below.
Home Our Board & LeadershipShareholder ResourcesHow To Vote Vote for Hasbro’s Board of Directors Hasbro’s highly skilled Board, with expertise and experience directly relevant to overseeing Hasbro’s world class portfolio of assets across
multiple play and entertainment categories, is maximizing value for all shareholders.
Alta Fox is attempting to install three 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. 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. The proposal to spin off Wizards 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. Chris Cocks’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. Vote the WHITE proxy card to support the Hasbro Board of Directors at the Company’s annual meeting of shareholders on June 8, 2022.
Total shareholder return since Hasbro instituted the Brand Blueprint strategy 279%1 Board members with digital gaming, media or consumer products expertise 12 of 13 Amount invested in growing Wizards of the Coast over the last 5 years, driving
150% growth in MAGIC: THE GATHERING alone >$1 billion 1 vs. 245% returned by the S&P 500 Consumer Durables index; 5/22/2008 through 4/22/2022
A Word from Hasbro’s Board and CEO Richard Stoddart Chair of the Board “I know I can speak for our full Board when I say we are thrilled to work closely with Chris to continue our terrific momentum and maximize value for our shareholders. He
is absolutely the right choice to lead Hasbro at this time. The skills and experiences of our current Board perfectly complement Chris’s passion for gaming, the consumer, multi-generational play and an exceptional ability to drive growth. It’s
truly a winning team.” Meet the Hasbro Board Chris Cocks Chief Executive Officer “The Board has been a great partner for me as President of Wizards of the Coast. They constantly push me to think bigger and have a growth mindset. They have
really challenged me and the entire team to generate the highest and biggest ROI impact for our fans and for our shareholders. As CEO I’ve had nothing but a great experience with them in my first hundred days since being announced. They’ve been
very supportive of the new strategy shift that we’re trying to drive and the big strategy review that we have under way with the senior management team.” Read Our Letters to Shareholders
The 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. Hasbro’s Board and management team regularly engage
with our shareholders to hear their viewpoints regarding our Board of Directors and broader corporate strategy. We are very disappointed that Alta Fox continues to be more interested in chasing headlines and making a name for its founder and
fund than engaging constructively. It has used a cherry-picked narrative that is not representative of the actions our Board has taken to try to constructively and quickly resolve this matter in the best interests of all shareholders. 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. We encourage shareholders to support Chris in executing in his new role, employing the Wizards gameplan at Hasbro and
enacting his vision, along with the full support of our highly skilled, diverse, proven and recently refreshed Board.
Latest News 05.16.22 Hasbro Files Investor Presentation for 2022 Annual Meeting Press Release 05.09.22 May 9th Letter to Shareholders Press Release 04.25.22 Hasbro Board of Directors Issues Letter to Shareholders Press Release 04.04.22
Elizabeth Hamren and Blake Jorgensen Join Hasbro’s Board of Directors Press Release View all shareholder resources Contact us Get in touch Hasbro Logo © 2022 Hasbro, Inc. All Rights Reserved. Privacy Policy Calif. Privacy Rights & Notices
Terms of Use
Home Our Board & Leadership Shareholder Resources How To Vote Hasbro’s Highly Qualified Board Our Board’s expertise and experience is directly relevant to overseeing Hasbro’s world class portfolio of assets across multiple play and
entertainment categories.
Our highly qualified and experienced Board consists of 13 directors, 12 of whom are independent and more than half of whom are diverse across gender and ethnicity. Our Board consists of members with deep qualifications and expertise in
digital gaming, media and content, consumer products, entertainment, marketing, capital allocation and ESG. Given the dynamic and diverse nature of our business, it is important that our Board has representation across these areas. Ongoing
Refreshment Diverse, Independent Board with Relevant Skills 54% Diversity 92% Strong Independent Leadership balanced tenure Tenure average age 59 Age Extensive, Relevant Skill Set Senior Management 13/13 Digital Gaming/Digital Products 5/13
Human Capital Management 13/13 IT/Technology 8/13 Global Business 13/13 Consumer Products 8/13 Finance/Accounting 10/13 Sales and Marketing 12/13 Strategic Planning 13/13 Entertainment 7/13 ESG 9/13 Corporate Governance 10/13 We recently added
to the Board Chris Cocks, Liz Hamren and Blake Jorgensen – three highly qualified and sought-after senior executives with significant expertise in gaming, technology, entertainment and capital allocation. Our track record of Board refreshment
speaks for itself. With the recent additions of Liz and Blake, and with the appointment of Chris as part of the CEO transition, we have added three new perspectives to the Board since the beginning of the year. Overall, we have added six new
directors since 2016, replacing six departing directors since 2017. We also have plans to reduce the size of our Board in the near term, while allowing for continuity and transition time for our new Board members. Specifically, we expect to
reduce the Board by one member by the 2023 annual shareholders meeting and another member by the year following, resulting in an 11-member Board by the 2024 annual shareholders meeting.
Our Board Richard Stoddart - Chair of the Board, Hasbro, Inc. Richard S. Stoddart served as Hasbro’s interim Chief Executive Officer from October 2021 to February 2022, following the passing of the Company’s former Chairman and CEO, Brian
Goldner. He was appointed Chair of the Board of Hasbro in February 2022. Mr. Stoddart is the former President and Chief Executive Officer of InnerWorkings, Inc. (a global marketing execution firm), serving in that role since 2018 until 2020
when Innerworkings, Inc. was acquired. Mr. Stoddart was the Chief Executive Officer of Leo Burnett Worldwide from February 2017 to 2018, the Chief Executive Officer of Leo Burnett North America from 2013 to 2016 and the President of Leo Burnett
North America from 2005 to 2013. QUALIFICATIONS Extensive experience in the advertising, marketing and communications industries, including in television, digital, social media, point-of-sale, packaging and print, and in building global brands
and businesses. As the former Chief Executive Officer of InnerWorkings, the largest global marketing execution company, Mr. Stoddart became recognized for his strategic and commercial leadership of the company, investor and analyst
communications, and financial stewardship as well as his expertise in all facets of marketing execution and marketing supply chain management. In his prior role as Chief Executive Officer of one of the world’s largest advertising agencies, Mr.
Stoddart was recognized for his leadership in the development and integration of shopper, digital, social and mobile capabilities as part of a company’s overall marketing and brand strategy. Possesses knowledge, expertise and experience
regarding branding and brand building, marketing and marketing strategy across media platforms, including in traditional advertising, digital advertising and social media; expertise in media planning, launching branded content and products;
expertise in marketing production, logistics and execution; and expertise in media trends and strategic planning for businesses building content-driven brands. OTHER CURRENT PUBLIC COMPANY BOARDS None FORMER PUBLIC COMPANY BOARDS HELD IN THE
PAST FIVE YEARS Innerworkings, Inc.Kenneth A Bronfin Headshot Kenneth A. Bronfin - Senior Managing Director, Hearst Ventures Kenneth A. Bronfin is Senior Managing Director of Hearst Ventures (the strategic investment division of diversified
media, information and services company Hearst Corporation), serving in this role since 2013. Prior to that, he served as President of Hearst Interactive Media since 2002, and Deputy Group Head of Hearst Interactive Media since 1996.
QUALIFICATIONS Broad expertise and experience in operational and executive roles in the traditional and digital media sectors, including work in strategic planning, business development, technology development and corporate finance. More than
25 years of experience in evaluating, investing in, and growing a broad range of technology and digital ventures, including digital gaming companies, while leading a global corporate venture capital organization. Experience in executive
positions where he led new business ventures, strategic investments, and acquisitions across the digital content and technology sectors. Substantial international expertise in a range of operational skills in and around business development,
advertising and marketing, consumer insights, business analytics, and talent development. Experience serving on private and public company boards of directors, both domestic and international. OTHER CURRENT PUBLIC COMPANY BOARDS None FORMER
PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None
Michael Burns - Vice Chairman, Lions Gate Entertainment Michael R. Burns is the Vice Chairman and a member of the board of directors of Lionsgate Entertainment Corp. (a global entertainment company with significant motion picture and
television operations), serving in this role since 2000. Mr. Burns has played an integral role in building Lionsgate into a more than $5 billion diversified global content platform with a reputation for innovation. He also helped spearhead
Lionsgate’s $4.4 billion acquisition of Starz, the biggest deal in the company’s history. From 1991 to 2000, Mr. Burns was the Managing Director and Head of the Los Angeles Investment Banking Office of Prudential Securities Inc. QUALIFICATIONS
Extensive knowledge and experience in content development and brand building, including in the use of creative storytelling and immersive entertainment across platforms to build global entertainment franchises. Significant experience in the
entertainment industry, including operating and financial expertise in motion picture and television development, production, financing, marketing, distribution and monetization. Expertise in strategic planning, investing and content building
in media and entertainment-driven multi-platform businesses. Investment banking, corporate finance and international business experience. OTHER CURRENT PUBLIC COMPANY BOARDS Lions Gate Entertainment Corp. FORMER PUBLIC COMPANY BOARDS HELD IN
THE PAST FIVE YEARS None Hope Cochran - Managing Director, Madrona Venture Group Hope F. Cochran is a Managing Director at Madrona Venture Group (a technology-focused venture capital group). Prior to joining Madrona in January 2017, Ms. Cochran
was the Chief Financial Officer of King Digital Entertainment, the creator of Candy Crush and other successful mobile games, from 2013 to 2016, where she helped drive the company’s employee and revenue growth, guided the Company’s IPO and
successfully completed a $5.9 billion acquisition by Activision. From 2005 to 2013, Ms. Cochran was a financial executive at Clearwire, Inc., serving as Chief Financial Officer from 2011 to 2013. QUALIFICATIONS Extensive experience spanning
more than 20 years as a senior financial executive in the digital gaming and telecom industries. Significant knowledge of development of digital content businesses. International business expertise in managing global teams, and talent in
managing, growing and overseeing global businesses. Substantial experience as a chief financial officer and overseeing financial and accounting issues for public companies. OTHER CURRENT PUBLIC COMPANY BOARDS MongoDB, Inc. Audit Committee Chair
New Relic, Inc. Audit Committee Chair FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None
Chris Cocks - Chief Executive Officer, Hasbro, Inc. Mr. Cocks has served Chief Executive Officer of Hasbro since February 2022. Prior to that, he served as President and Chief Operating Officer of Wizards of the Coast and Digital Gaming
since 2021 and prior to that served as President of Wizards of the Coast since 2016, when he joined Hasbro from Microsoft. During his 14 years at Microsoft, Mr. Cocks led a global sales and technical engagement team as Vice President, OEM
Technical Sales and served in product management and marketing leadership positions at MSN and Xbox Games, where he worked on hit franchises like HALO and FABLE. QUALIFICATIONS Highly strategic leader, who understands how to create and nurture
brands to drive fan and consumer connection across channels. Ability to channel storytelling passion into consumer experiences — across gaming, consumer products and entertainment. Under his executive leadership as President and CEO of Wizards
of the Coast, doubled global revenue, surpassing $1 billion in 2021. Unique vision, skill and experience in tabletop and digital gaming, combined with extensive omni-channel experience and proven track record. OTHER CURRENT PUBLIC COMPANY
BOARDS None FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None Lisa Gersh - Outside Advisor; Former Chief Executive Officer, Alexander Wang Lisa Gersh is an outside advisor to companies investing in the media space. She previously
served as the Chief Executive Officer of Alexander Wang (a global fashion brand) from October 2017 to October 2018. Ms. Gersh served as the Chief Executive Officer of Goop, Inc. (a lifestyle publication curated by Gwyneth Paltrow) from 2014 to
2016, and President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. (an integrated media and merchandising company) from 2012 to 2013. Prior to that, she served as President and Chief Operating Officer of Martha Stewart
Living Omnimedia, Inc. from 2011 to 2012, and a director of Martha Stewart Living Omnimedia, Inc. from 2011 to 2013. QUALIFICATIONS Extensive experience in the media, branded products and entertainment industries, including television, digital
entertainment and publishing. Operating and executive positions with multiple leading media and brand-driven companies, including as Chief Executive Officer of Alexander Wang, Chief Executive Officer of Goop, Inc., President and Chief Executive
Officer of Martha Stewart Living Omnimedia and President and co- founder of Oxygen Media. Expertise in business and strategic planning, in media, retail, brand-driven and entertainment industries, including the cable television and digital
industries. Skilled and highly knowledgeable in marketing and branding, media trends and in building global brand-driven businesses. OTHER CURRENT PUBLIC COMPANY BOARDS Establishment Labs Holdings Inc. Nominating and Governance Committee Chair
MoneyLion Inc. Nominating and Governance Committee Chair Compensation Committee Pershing Square Tontine Holdings, Ltd. Compensation Committee Chair Audit Committee FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS comScore, Inc.
Elizabeth Hamren - Chief Operating Officer, Discord Inc. Elizabeth Hamren has served as Chief Operating Officer at Discord Inc., a voice, video and text communication service that enables people to gather virtually, including while gaming,
since December 2021. Prior to joining Discord, Ms. Hamren served as a Corporate Vice President at Microsoft Corporation from March 2017 to December 2021 running product and engineering for Xbox consumer products, including developing and
launching the Xbox Series X|S and leading Xbox Game Pass. Prior to that, from August 2015 to March 2017, she led Global Marketing and Sales for Oculus at Meta Platforms, Inc. (formerly Facebook, Inc.), where she launched the industry-defining
Oculus Rift virtual reality headset. Earlier in her career, from November 2012 to October 2014, Ms. Hamren was Vice President of Marketing at Dropcam, Inc., where she ran marketing, subscriptions, and direct sales, prior to the company being
sold to Google/Nest. Ms. Hamren holds a BSE in Civil Engineering and Operations Research from Princeton University, and an M.B.A. from Harvard Business School. QUALIFICATIONS Extensive management experience at world-class companies. Extensive
background in engineering, product management, marketing and operations for subscription-based technology products and gaming companies. Expert in consumer tech products, including leading product and engineering for Xbox consumer products and
services, including the flagship Xbox Game Pass subscription service, Xbox hardware and platform software, and PC experiences. Proven track record in leading companies to growth in user base, including direct experience launching and scaling
some of the most popular consumer technology and subscription-based services in the world. OTHER CURRENT PUBLIC COMPANY BOARDS LegalZoom.com, Inc. FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None Blake Jorgensen - Executive Vice
President, Special Projects Electronic Arts Inc. Blake Jorgensen is Executive Vice President of Special Projects at Electronic Arts Inc. (“EA”), which he joined in 2012 as Chief Financial Officer. Mr. Jorgensen has over 20 years of experience
in finance across various industries with a deep understanding of finance, consumer products, technology and gaming. Mr. Jorgensen served as Executive Vice President and Chief Financial Officer of EA from September 2012 to March 2022, and as
EA’s Chief Operating Officer from April 2018 to October 2021. Since 2012, he has also managed EA’s Business Development team which is in charge of all licensing deals in sports and entertainment, as well as the Corporate Development team which
is in charge of all M&A and partnerships. Prior to joining EA, Mr. Jorgensen served as Executive Vice President and Chief Financial Officer of Levi Strauss & Co. from July 2009 to August 2012 and was Executive Vice President and Chief
Financial Officer of Yahoo! Inc. from June 2007 to June 2009. Before joining Yahoo! Inc., Mr. Jorgensen also served as the Chief Operating Officer and Co-Director of Investment Banking at Thomas Weisel Partners, which he cofounded in 1998. He
has also held financial and operational positions at Montgomery Securities, MAC Group/Gemini Consulting and Marakon Associates. Mr. Jorgensen earned his M.B.A. from Harvard Business School and his undergraduate degree from Stanford University.
QUALIFICATIONS More than a decade as a senior executive at a leading digital gaming company. Deep experience across finance, operations, consumer products, technology and gaming. Expertise in capital allocation as a C-suite executive at
multiple public companies, completing multiple significant M&A transactions throughout his career. Consistent track record of driving growth and shareholder returns. Demonstrated change agent leading a shift in revenue mix from legacy
format to next generation interactivity in a leading digital gaming company. OTHER CURRENT PUBLIC COMPANY BOARDS None FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None
Tracy A. Leinbach - Former Executive Vice President and Chief Financial Officer Ryder System, Inc. Tracy A. Leinbach served as interim Chair of the Board from October 2021 to February 2022, following the passing of the Company’s long-time
Chairman and CEO, Brian Goldner. She previously served as Executive Vice President and Chief Financial Officer for Ryder System, Inc. (a global logistics and transportation and supply chain solutions provider) from 2003 until 2006. Prior
thereto, Ms. Leinbach served as Executive Vice President, Fleet Management Solutions for Ryder since 2001. Prior to her career with Ryder, Ms. Leinbach worked for PricewaterhouseCoopers in public accounting and was a CPA. QUALIFICATIONS
Extensive business experience in global operations, strategic and financial planning, auditing and accounting. Significant experience involving global operating and financial management, responsibility and oversight, as well as global supply
chain management, with Ryder, spanning a career with Ryder of over 21 years. During her career she led the company’s largest business unit in the U.S., as well as units in Europe, Mexico and Canada. Experience as a controller and chief
financial officer at many of Ryder’s subsidiaries and divisions. Possesses knowledge, expertise and experience in strategic planning, management, operations, logistics and risk management for a large multinational company, corporate finance,
sales, and expertise in issues regarding financial reporting and accounting issues for large public companies. OTHER CURRENT PUBLIC COMPANY BOARDS Veritiv Corporation Compensation and Leadership Development Committee Chair Nominating and
Governance Committee FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS Forward Air Corporation Edward M. Philip - Retired Chief Operating Officer, Partners in Health Edward M. Philip served as the Chief Operating Officer of Partners in
Health (a non-profit healthcare organization) from January 2013 to March 2017. In addition, Mr. Philip was a Special Partner at Highland Consumer Fund (consumer-oriented private equity fund), serving in this role from 2013 to 2017. He served as
Managing General Partner at Highland Consumer Fund from 2006 to 2013. Prior to that, Mr. Philip served as President and Chief Executive Officer of Decision Matrix Group, Inc. (research and consulting firm) from May 2004 to November 2005, and
was Senior Vice President of Terra Networks, S.A. (global Internet company) from October 2000 to January 2004. In 1995, Mr. Philip joined Lycos, Inc. (an Internet service provider and search company) as one of its founding members. During his
time with Lycos, Mr. Philip held the positions of President, Chief Operating Officer and Chief Financial Officer at different times. QUALIFICATIONS More than 30 years of business and management experience, including years of experience as both
an operating executive and chief financial officer of multinational corporations. Experience in strategic, business and financial planning in consumer-based and technology-based industries and in overseeing management teams of such companies,
as well as in managing teams responding to complex and critical international issues. Possesses expertise regarding internet and technology-based industries, the use of the internet and digital media for building businesses, expertise in
strategic planning and execution in complex global organizations. Expertise in consumer trends and in the family entertainment industry. Significant experience in corporate finance, financial reporting and accounting matters for large
multinational public companies, as well as in the operation and management of large multinational organizations. OTHER CURRENT PUBLIC COMPANY BOARDS Blade Urban Air Mobility Audit Committee Chair United Airlines Holdings, Inc. Non-Executive
Chair Audit Committee Nominating and Governance Committee BRP Inc. Human Resources and Compensation Committee Nominating, Governance and Social Responsibility Committee FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None
Laurel J. Richie - Former President Women’s National Basketball Association Laurel J. Richie has been an independent branding consultant since 2015. Prior to her current role, Ms. Richie served as President of the Women’s National Basketball
Association LLC (“WNBA”) from May 2011 to November 2015. Prior to her appointment in 2011 to the WNBA, she served as Chief Marketing Officer of Girl Scouts of the United States of America from 2008 to 2011. From 1984 to 2008, she held various
positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and founding member of the agency’s Diversity Advisory Board. Ms. Richie is a former Trustee of the Naismith Basketball Hall of Fame and currently serves as
chair of the Board of Trustees at Dartmouth College, and a consultant to Fortune 100 c-suite executives on matters of personal leadership and corporate culture. QUALIFICATIONS Significant executive management and leadership experience,
together with strategic and operational expertise. Extensive experience and skills in global marketing and brand-management skills. Deep experience in corporate culture. Leader in creating and supporting diverse and inclusive teams. OTHER
CURRENT PUBLIC COMPANY BOARDS Bright Horizons Family Solutions Inc. Audit Committee Nominating and Corporate Governance Committee Chair Synchrony Financial Nominating and Corporate Governance Committee Management Development and Compensation
Committee Chair FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS None Mary Beth West - Former Senior Vice President and Chief Growth Officer, The Hershey Company Mary Beth West served as Senior Vice President, Chief Growth Officer of
The Hershey Company from May 2017 until January 2020. Ms. West served as Executive Vice President, Chief Customer & Marketing Officer of J.C. Penney Company from 2015 through March 2017. From 2012 to 2014 she was the Executive Vice
President, Chief Category & Marketing Officer for Mondelez International, Inc. Prior thereto, from 1986 to 2012, she served in various financial roles of increasing responsibility and culminating in her role as the Chief Marketing Officer
for Kraft Foods, Inc. QUALIFICATIONS Extensive experience and expertise in marketing, brand building, managing global franchises, understanding and applying consumer insights and developing compelling retail and sales experiences. Possesses
expertise in strategic and operational planning and execution, skill in managing global teams and a proven track record in delivering top tier consumer experiences and in building global brands. Significant experience in developing growth
strategies for complex consumer brand organizations, through use of insights, analytics, marketing, innovation, and research and development. Deep experience in growing some of the world’s best known consumer brands through creative consumer
engagement. OTHER CURRENT PUBLIC COMPANY BOARDS Albertsons Companies Compensation Committee Nominating, Governance and ESG Committee Lowes Companies Inc. Audit Committee Sustainability Committee FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST
FIVE YEARS None
Linda Zecher Higgins - Chief Executive Officer and Managing
Partner, The Barkley Group Linda Zecher Higgins is the Chief Executive Officer and Managing Partner of the Barkley Group (a consulting firm focused on cybersecurity and digital transformation), serving in this capacity since January 2017. Prior
to that, Ms. Higgins served as the President and Chief Executive Officer, and a member of the Board of Directors, of Houghton Mifflin Harcourt Company, from 2011 to 2016. Prior to that, she was Corporate Vice President, Worldwide Public Sector
of Microsoft Corporation from 2003 to 2011. QUALIFICATIONS Extensive experience in leading the transformation of businesses in the fields of digital publishing, digital learning, and online sales and marketing. Expertise and skill in driving
technological innovation and in leading content development and distribution across channels and platforms. Possesses expertise and experience in unified analog and digital content development and distribution, in strategic planning and
execution for businesses focused on global cross-platform content development and delivery. Expertise in digital brand building, online business development and in driving technological innovation. OTHER CURRENT PUBLIC COMPANY BOARDS C5
Aquisition Corporation Audit Committee Chair Tenable Holdings, Inc. Compensation Committee Governance Committee FORMER PUBLIC COMPANY BOARDS HELD IN THE PAST FIVE YEARS Houghton Mifflin Harcourt
Our Leadership Chris Cocks - Chief Executive Officer, Hasbro Deborah M. Thomas - Executive Vice President & Chief Financial Officer Eric Nyman - President and Chief Operating Officer, Hasbro Cynthia Williams - President, Wizards of the
Coast and Digital Gaming Darren Throop - President & Chief Executive Officer, eOne Naj Atkinson - Executive Vice President, Chief Talent and Operations Officer Kathrin Belliveau Headshot Dolph Johnson - Executive Vice President, Chief
Global Human Resources Officer Tarrant Sibley - Executive Vice President, Chief Legal Officer and Corporate Secretary Steve Zoltick - Executive Vice President, Chief Information Officer Contact us Get in touch
Important Information Regarding the Annual Meeting Access the latest regulatory filings, press releases, shareholder letters and presentations Press releases 05.16.22 Hasbro Files Investor Presentation for 2022 Annual Meeting PDF | 199KB
04.25.22 Hasbro Board of Directors Issues Letter to Shareholders Press Release 04.04.22 Elizabeth Hamren and Blake Jorgensen Join Hasbro’s Board of Directors PDF | 471KB 02.16.22 Hasbro Confirms Receipt of Director Nominations From Alta Fox PDF
| 33KB 01.05.22 Hasbro Names Chris Cocks as Chief Executive Officer PDF | 32KB
Shareholder Letters 05.09.22 May 9th
Letter to Shareholders PDF | 471KB 04.25.22 Letter to Shareholders PDF | 80KB 04.04.22 Chris Cocks Letter to Shareholders PDF | 142KB 04.04.22 Rich Stoddart Letter to Shareholders PDF | 121KB SEC Filings 04.25.22 Hasbro Files Definitive Proxy
Statement and Issues Letter to Shareholders Press Release 04.04.22 Appointment of Blake Jorgensen and Elizabeth Hamren to Hasbro’s Board of Directors Press Release Presentations 05.16.22 Hasbro Investor Presentation PDF | 9.4MB Contact us Get
in touch
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.