Hasbro, Inc DEFA14A, filed May 27, 2022

Hasbro, Inc. (HAS)

DEFA14A 2022-05-27

Added on October 20, 2026

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Hasbro, Inc.
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	●	“Alta Fox has failed to make a sufficient case for change, we also believe Alta Fox's nominees lack relevant experience for Hasbro's business model and strategy.”

	●	“In light of the new additions to the board and management team, with eight of the top nine Hasbro executives changing recently, including the CEO, we believe the Company has undergone the right amount of change at this time. Thus, rather than pushing for more and, in our view, the wrong change on Alta Fox's slate, we believe shareholders are better off supporting the incumbent board's full slate of directors, which balances institutional knowledge with fresh perspectives and better aligns with Hasbro's business model, strategy and forward trajectory.”

	●	“[B]ased on our review and analysis, we believe the Hasbro board and management team have provided a compelling defense of the Company's brand blueprint strategy, the eOne acquisition and its rejection of the Dissident's spin-off proposal, all of which amounts to a convincing rebuke of Alta Fox's central thesis, in our view.”

	●	“Hasbro's TSR since the introduction of the brand blueprint strategy has been particularly strong on an absolute basis, while also exceeding Mattel's TSR by a wide margin and outperforming the median TSR of our peer group during that period.”

	●	“[W]e consider Hasbro's strong long-term TSR since the introduction of the Company's current strategy serves as some form of validation of the business model and strategy, the execution of which has generally benefited investors over longer periods. These findings contradict Alta Fox's assertion that the brand blueprint strategy has failed to deliver for Hasbro's shareholders and that Hasbro has underperformed across nearly every relevant time horizon.”

	●	“[W]e believe Hasbro's brand blueprint strategy remains valid and we recognize the strategic rationale of the eOne acquisition. Considering the pandemic had the effect of deferring until recently Hasbro's ability to fully integrate and utilize eOne's capabilities as an in-house studio, with the anticipated benefits and synergies of the deal only coming to fruition now, we believe the newly installed management team should be given an opportunity to execute Hasbro's long-held strategy with the support of a board that is aligned with the Company's vision and plan. Afforded a reasonable amount of time to see the strategy through, with the possibility of current industry headwinds abating in the medium term, we'd expect Hasbro to continue its track record of delivering strong shareholder returns over the long term.”

	●	“[T]he Company has provided a compelling defense of its strategy and corporate structure, particularly with respect to eOne and the Wizards business, which seems to have been successful because of, not in spite of, the unit being a part of Hasbro and benefitting from the brand blueprint strategy.”

	●	“After a months-long search, the board appointed two high-caliber directors who, in our view, appear well qualified to oversee and work with Hasbro's new management team and the rest of the board as the Company implements its proven strategy to drive growth and continued long-term returns for shareholders.”

	●	“Although the Dissident claims its nominees would bring financial and capital allocation discipline to the Hasbro board, we believe it's important for investors to remember that Alta Fox assembled its slate with the intention of pushing Hasbro to effect a spin-off and a corporate or strategic transformation. This is reflected in the experiences and backgrounds of its nominees, one of whom appears to be a spin-off specialist, and none of whom have industry experience relevant to Hasbro's business. Rather, they have backgrounds in telecom, personal care, enterprise software, insurance and financial services. Even if they had the financial or capital allocation expertise touted by Alta Fox, we question what contributions they could make given their experience does not match Hasbro's business verticals.”

	●	“In our view, the caliber of Hasbro's recent director appointments is unmatched on the Dissident's slate.”