PAWTUCKET – Three months after reelecting all 13 directors to its board and winning a proxy battle with an activist investor, Hasbro Inc. announced Monday two of those members will retire next year.
Kenneth A. Bronfin and Edward M. Philip, the two longest-tenured members of the board, who have served since 2008 and 2002, respectively, will retire at the company’s annual meeting of shareholders in 2023.
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In April, Hasbro added two members to expand its board to 13, with plans to shrink to 12 members next year and 11 members by 2024. It’s currently unclear if that schedule led to Bronfin’s or Philip’s retirement from the board or whether each chose to retire. Hasbro representatives on Monday did not immediately respond to requests for comment.
“I want to sincerely thank Ted and Ken for their years of service to Hasbro and for their unwavering commitment to our shareholders,” said Rich Stoddart, chairman of Hasbro’s board of directors. “Each of them made tremendous, lasting contributions to the success and growth of the company, and their strategic counsel has been – and continues to be – invaluable.”
After the 2023 annual meeting, it is expected that Hasbro’s Board will consist of 11 members: Stoddart, Michael Burns, Hope Cochran, Lisa Gersh, Elizabeth Hamren, Blake Jorgensen, Tracy Leinbach, Laurel Richie, Mary Beth West, Linda Zecher Higgins and Hasbro CEO Chris Cocks.
“We are especially grateful to Ted and Ken for continuing to ensure a smooth transition for me and our other new board members, Elizabeth Hamren and Blake Jorgensen, who joined in April 2022,” Cocks said. “Our highly qualified, experienced and diverse board is committed to supporting the company’s evolving and future needs and creating long-term value for our shareholders.”
On June 8, Hasbro shareholders reelected all of the company’s 13 directors to its board, rejecting a slate of three nominees from activist investor Alta Fox Capital Management, which had waged a contentious, monthslong proxy battle for more influence over the company.
In a letter to Hasbro shareholders before the vote, Alta Fox urged investors to unseat Stoddart, Hasbro board chairman, and board members Philip and Gersh, chairwoman of the compensation committee.
Alta Fox had nominated three people to replace Stoddart, Philip and Gersh. The nominees were Marcelo Fischer, chief financial officer at IDT Corp.; Rani Hublou, former chief marketing officer at 8×8 Inc.; and Carolyn Johnson, former chief transformation officer at American International Group Inc.
Alta Fox, which owns about 2.5% of Hasbro’s shares, has demanded that the company spin off its Wizards of the Coast division into a separate company, but Alta Fox has been rebuffed by Hasbro executives and the board of directors.
Hasbro called the proxy campaign by Alta Fox “ill-timed” and contended in a letter to its shareholders that Alta’s nominees lack “any relevant industry expertise.” The letter added that the activist investor “lacks an understanding” of the company and that its slate of candidates for Hasbro’s board of directors should be rejected.
In March, representatives for Hasbro and Alta Fox attempted to negotiate a settlement over representation on the board of directors.
Hasbro said in a U.S. Securities and Exchange Commission filing that it proposed adding a director that both Alta Fox and the company could agree on. Hasbro also said it offered to have Cocks meet with Alta Fox at “regular intervals” and provide “enhanced” financial disclosures on Wizards of the Coast.
In turn, Alta Fox offered a settlement in which it would have only one of its nominees added to the Hasbro board.
Both sides could not reach an agreement.
Ancora Holdings, which has a 1% stake in the toymaker, also encouraged the replacement of some unnamed, “long-tenured incumbents” on Hasbro’s board of directors and the partial sale of Entertainment One in its May 3 letter to Hasbro shareholders.
The investor said Hasbro should “cut its losses” and execute a transaction that could reap $2 billion and tax benefits. It also urged Hasbro to spin off the Wizards of the Coast division, noting that its shares “are currently trading at a 75% discount to intrinsic value.”
Hasbro bought Entertainment One for about $4 billion in 2019 to expand into the infant and preschool market by gaining access to popular TV shows such as “Peppa Pig” and “PJ Masks.”
