Alta Fox Capital Management, LLC (together with its affiliates, “Alta Fox” or “we”), the beneficial owner of approximately 2.5% of the outstanding shares of Hasbro, Inc. (NASDAQ: HAS) (“Hasbro” or the “Company”), today urged the Company to address the following questions when it reports Q1 2022 financial results tomorrow:
- Why has the Company pushed back the record date for the 2022 Annual Meeting of Shareholders (the “Annual Meeting”)? Given that the Board of Directors (the “Board") appears to be more focused on entrenchment than value creation, we are forced to question the motivation behind moving the record date to May 9th. We fear the Board is hoping that the delay will provide time to court friendly shareholders, who are likely to support the incumbents. In our view, this seemingly self-serving maneuver has parallels to the defensive PIPE transactions recently initiated by other underperforming companies facing election contests.
- Why is the Company forcing a costly election contest instead of accepting a modest Board refresh and a capital allocation review committee in response to shareholders’ concerns regarding Hasbro's chronic underperformance? In our view, investors have reason to question whether the Board is acting in shareholders’ best interest or engaging in further entrenchment to maintain the Hassenfeld family’s influence.
- Why did the Company expand its Board to 13 members instead of carrying out a viable director refresh? We contend the decision to expand the Board from 11 members to 13 members following our nomination reflects an unacceptable level of dysfunction and entrenchment in the boardroom.
- Why did the Company feel it was appropriate for Cynthia W. Williams, the newly appointed President of Wizards of the Coast, to join another public company’s board within two months of being appointed to her new role? We question why Williams would want to join the board of Aterian, Inc. (NASDAQ: ATER) ("Aterian"), a company whose stock is down almost 70% from its IPO in 2019 and which has been accused of serious wrongdoings. We find it surprising that Hasbro’s Board allowed Ms. Williams to dilute her attention so early in her tenure at Wizards of the Coast and was comfortable associating Hasbro’s senior leadership with Aterian.
- How did the Board determine so quickly that a spin-off of Wizards of the Coast was ill-advised, and why will it not share this analysis with shareholders? We believe spinning off Wizards of the Coast could help enhance Hasbro's corporate structure and unlock the full value of the division, which has a completely different growth, margin and valuation profile than the Consumer Products and Entertainment segments. In light of the Board’s apparent credibility issues, we find it hard to believe the Company comprehensively and objectively evaluated strategic alternatives for the unit. We believe shareholders deserve a detailed explanation of the Board’s purported evaluation, and that the analysis should be re-examined with shareholder-appointed directors focused on creating shareholder value rather than preserving the Hassenfeld family legacy. To date, the Company has provided little evidence of business unit “synergies” that could not be accomplished through a partnership arrangement.
- Why is the Board resistant to forming a capital allocation committee when investments, such as the Entertainment One deal, have been value destructive? It is confounding to us that Hasbro continues to assume no accountability for poor capital allocation when organic and inorganic investments have failed to produce meaningful shareholder value over many years.
Connor Haley, Managing Partner of Alta Fox, commented:
“We believe the Board has demonstrated through its actions that it is entrenched, dismissive and unresponsive to shareholders. It is clear to us that a change in culture and shift in strategy are likely needed to reverse chronic underperformance, poor capital allocation, opaque disclosures and a flawed corporate structure. We have worked tirelessly in an attempt to compromise with the Board, but it has been unreasonable at every turn and has forced an unnecessary and costly proxy fight. This is all the more surprising when considering the Company’s weak performance under this Board. Shareholders need to hold the Board accountable for its persistent underperformance and its disregard for shareholder concerns.”
As a reminder, Alta Fox has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission in connection with its nomination of five highly qualified and independent candidates for election to the Company's Board at this year's Annual Meeting. Learn more about Alta Fox’s case for change and world-class slate by visiting www.FreeTheWizards.com.
About Alta Fox
Founded in 2018 by Connor Haley, Alta Fox is a Texas-based alternative asset management firm that employs a long-term focused investment strategy to pursue exceptional risk-adjusted returns for a diverse group of institutions and qualified individual clients. Alta Fox focuses on identifying often overlooked and under-the-radar opportunities across asset classes, market capitalization ranges and sectors. Learn more by visiting www.AltaFoxCapital.com.