Alta Fox seeks ouster of Hasbro board chairman, 2 members

ALTA FOX, The activist investor involved in a proxy battle with Hasbro, is urging the ouster of toy company’s chairman and two of its board members during a shareholder’s vote on June 8. / PBN FILE PHOTO

PAWTUCKET – The activist investor involved in a proxy battle with Hasbro Inc. is now seeking the removal of the company’s chairman and two of its board members.

In a letter to the toymaker’s shareholders, Alta Fox is urging investors to vote against Hasbro board Chairman Rich Stoddart and board members Lisa Gersh, chairwoman of the compensation committee, and Edward Philip.

Alta Fox Chairman Connor Haley said Stoddart, is “unqualified to continue serving,” adding the board is “arrogant, insular and ineffective,” and argued the company never took his proposals seriously.

Alta Fox has nominated three people to replace  Stoddart, Philip and Gersh: Marcelo Fischer, chief financial officer of IDT Corp., Rani Hublou, former chief marketing officer at 8×8 Inc., and Carolyn Johnson, former chief transformation officer at American International Group Inc.

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“We felt absolutely compelled to proceed with a campaign to elect highly qualified individuals with fresh perspectives and open minds,” Haley wrote to Hasbro’s shareholders. “We believe Hasbro suffers from an arrogant, insular and ineffective board culture under Rich Stoddart and other long-tenured directors.”

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.

In a letter to shareholders issued April 25, Hasbro called the proxy campaign by Alta Fox Capital Management “ill-timed” and contended that Alta’s nominees lack “any relevant industry expertise.” The letter added the activist investor “lacks an understanding” of the company and its slate of candidates for Hasbro’s board of directors should be rejected in a June 8 proxy vote.

On March 27, Hasbro turned down a settlement offer from Alta Fox to have only one of its nominees added to the Hasbro board. In March, Hasbro nominated five directors to its 13-member board, which is scheduled to shrink to 12 members next year and 11 members by 2024.

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