Hasbro (HAS) shareholders re-elect all incumbent directors at annual meeting

Market Cap: $12 billion | Hasbro, Inc., together with its subsidiaries, operates as a play and entertainment company. 

Background:

On February 17, 2022, Alta Fox Capital Management (2.5%) nominates five candidates for election to the board at the 2022 AGM. It issued a presentation entitled, "The Alta Fox Path to 100%+ upside."

With a reconstituted Board and properly incentivized management team, we see a clear path for taking Hasbro to at least $200 per share and enabling the company to rebuild trust with its most passionate customers and fans. This path includes:

• Simplifying and improving the corporate structure by spinning out the Wizards of the Coast ("WOTC") segment, which is a hidden gem with a completely different growth, margin and valuation profile than the Consumer Products and Entertainment segments.
• Establishing a transparent and value-enhancing capital allocation policy for WOTC that prioritizes reinvestment in core franchises such as Magic: The Gathering and Dungeons & Dragons, while reducing speculative bets on non-core video game franchises in hyper-competitive categories.
• Replacing the stale "Brand Blueprint" strategy with a modern operating plan focused on profitably growing the Consumer Products and Entertainment segments
• Restructuring executive compensation to be more aligned with shareholder value creation
• Improving disclosure practices and investor communication to regain institutional trust and justify a fair valuation for all of Hasbro.

On March 3, 2022, Alta Fox Capital Management filed proxy materials seeking support for its nominees.

On April 4, 2022, the company announced that Elizabeth Hamren, COO of Discord Inc., and Blake Jorgensen, EVP of Special Projects, and former CFO and COO, at Electronic Arts Inc., have been appointed to the board, effective April 1, 2022.

On April 4, 2022, Alta Fox Capital Management addressed the company's seemingly defensive and reactionary expansion of its board ahead of the 2022 AGM. Source

On April 13, 2022, Alta Fox Capital Management filed proxy materials seeking support for its nominees.

On April 27, 2022, Alta Fox issued an open letter to the shareholders disclosing that it has reduced its slate to three director candidates and seeks support for its nominees.

On May 11, 2022, Alta Fox issued an Investor Presentation titled "The Urgent Case for Replacing Three Long-Tenured Members of Hasbro's 13-Member Board". The presentation details its case for targeted change to the board following years of underperformance as a result of concerning corporate governance practices, disappointing capital allocation decisions and objectively poor strategic decisions.

On May 19, 2022, Alta Fox Capital Management filed proxy materials seeking support for its nominees.

On May 27, 2022 the company announced that Glass, Lewis & Co has recommended that shareholders vote on the WHITE proxy card FOR ALL of Hasbro’s Director Nominees in connection with the Company’s 2022 Annual Shareholders Meeting, to be held on June 8, 2022.

On May 31, 2022, Alta Fox stated that it modified its slate to pursue the election of one director candidate Marcelo Fischer – and the removal of long-serving incumbent Edward M. Philip. Also it stated that ISS recommended shareholders withhold votes for Edward Philip. Source

Update:

On June 8, 2022, the company announced that the preliminary results at the 2022 AGM, as provided by its proxy solicitors, which indicate that Hasbro shareholders have voted to re-elect all 13 of Hasbro’s directors to the Board.