Alta Fox Issues Statement Regarding Outcome of Election Contest at Hasbro

Published 3 years ago via Business Wire

Thanks Fellow Shareholders for Thoughtfully Engaging and Recognizing the Need for Boardroom Change

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 issued the following statement regarding its campaign to refresh the Company’s Board of Directors (the “Board”) at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”).

Connor Haley, Managing Partner of Alta Fox, commented:

“We thank our fellow shareholders for their thoughtful engagement and support throughout this year’s election contest. After five consecutive years of underperformance relative to the S&P 500 and an even longer period of questionable corporate governance, Alta Fox believed targeted boardroom change was necessary at the onset of a new Chief Executive Officer’s tenure. We ran a campaign based on the facts: absolute and relative underperformance, numerous capital allocation blunders under long-serving incumbents, and extremely poor disclosure reflective of an insular culture. While we are disappointed in the outcome at today’s Annual Meeting, we agree with Institutional Shareholders Services, Inc. that ‘all shareholders likely benefited from the campaign.'1 Specific positives that resulted from our engagement include:

  • Spotlighting the strength of the Wizards of the Coast (‘WOTC’) business in an extensive 100-page presentation. This represents more analysis and focus on the business than Hasbro has shared with investors during its more than 20 years of ownership.



  • Catalyzing the appointments of two gaming-focused directors, helping to fix a glaring and long-standing weakness given WOTC’s ~50% contribution to overall EBITDA and its estimated ~70% of total Hasbro value based on our analysis.



  • Spurring the Board to re-consider its Brand Blueprint strategy, as evidenced by the Company refusing to mention the strategy by name in its most recent press releases and instead purportedly undertaking a ‘full assessment of our business.’



  • Prompting improved disclosure, including of the trailing EBITDA multiple for the D&D Beyond acquisition, which the Company previously refused to provide to investors.



  • Forcing the Board to acknowledge and confront the Company’s meaningful long-term underperformance, a welcome change from its typical self-congratulatory tone.



  • Driving multiple directors to purchase shares on the open market, whereas not a single existing director had ever purchased a single share on the open market prior to our engagement this year.

Beyond these specific contributions, we also sparked a healthy debate among the frustrated Hasbro shareholder base about how to best maximize long-term shareholder value.

We will seek to maintain a dialogue with the Board to ensure a culture of accountability is put in place as Chris Cocks develops and implements what will hopefully be a superior and well-articulated strategy for value creation. However, the strong shareholder response to our campaign – including support from long-term shareholders, institutional active investors and index funds – has made evident that meaningful improvements in governance and ultimately total shareholder returns are required. Hasbro’s assets are too high quality to continue to underperform their potential.

We plan to remain an engaged shareholder and hope that the Board recognizes improvements in corporate governance, capital allocation and investor disclosure are needed to strengthen the Company and drive improved results over the long term. As a new era begins at Hasbro under Mr. Cocks, shareholders expect to see the Company embrace the changes and ideas catalyzed by our involvement in order to create lasting value for all stakeholders. A strong foundation must be laid over the next year.”

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.

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1 Permission to quote ISS was neither sought nor received.

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