Item 7.01 Regulation FD Disclosure.
On February 16, 2022, Hasbro, Inc. ("Hasbro") issued a press release in response
to a letter submitted by Alta Fox Opportunities Fund, LP nominating five
candidates to stand for election to the Hasbro Board of Directors at Hasbro's
2022 Annual Meeting of Shareholders. A copy of this press release is furnished
herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1
Hasbro, Inc. Press Release, dated February 16, 2022.
Cover Page Interactive Data File - the cover page XBRL tags are
104 embedded within the Inline XBRL document.
The information furnished in Item 7.01, including the Exhibit attached
hereto, shall not be deemed "filed" for any purpose, and shall not be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, regardless of any
general incorporation language in any such filing.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements may be accompanied by such words as "anticipate," "believe," "could,"
"estimate," "expect," "forecast," "intend," "may," "plan," "potential,"
"project," "target," "will" and other words and terms of similar meaning. Among
other things, these forward-looking statements may include statements
concerning: the ability to achieve our financial and business goals and
objectives, including accelerating our brand blueprint to achieve long-term
sustainable growth. Specific factors that might cause such a difference include
those risks detailed from time to time in Hasbro's filings with the U.S.
Securities and Exchange Commission. The statements contained herein are based on
Hasbro's current beliefs and expectations and speak only as of the date of this
communication. Except as may be required by law, Hasbro does not undertake any
obligation to make any revisions to the forward-looking statements contained in
this communication or to update them to reflect events or circumstances
occurring after the date of this communication. You should not place undue
reliance on forward-looking statements.
Additional Information and Where to Find It
Hasbro intends to file with the SEC a proxy statement on Schedule 14A,
containing a form of WHITE proxy card, with respect to its solicitation of
proxies for Hasbro's 2022 Annual Meeting of Shareholders. This communication is
not a substitute for any proxy statement or other document that Hasbro may file
with the SEC in connection with any solicitation by Hasbro. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) FILED BY HASBRO AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and
security holders may obtain copies of these documents and other documents filed
with the SEC by Hasbro free of charge through the website maintained by the SEC
at www.sec.gov. Copies of the documents filed by Hasbro are also available free
of charge by accessing Hasbro's website at www.hasbro.com.
Participants
This communication is neither a solicitation of a proxy or consent nor a
substitute for any proxy statement or other filings that may be made with the
SEC. Nonetheless, Hasbro, its directors and executive officers and other members
of management and employees may be deemed to be participants in the solicitation
of proxies with respect to a solicitation by Hasbro. Information about Hasbro's
executive officers and directors is available in Hasbro's Annual Report on Form
10-K for the year ended December 27, 2020, which was filed with the SEC on
February 24, 2021, and in its proxy statement for the 2021 Annual Meeting of
Shareholders, which was filed with the SEC on April 1, 2021, and in its Current
Reports on Form 8-K filed with the SEC on October 5, 2021, October 10, 2021,
October 13, 2021, October 27, 2021 and January 10, 2022. To the extent holdings
of Hasbro securities reported in the proxy statement for the 2021 Annual Meeting
or in such Form 8-K have changed, such changes have been or will be reflected on
Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These
documents are or will be available free of charge at the SEC's website at
www.sec.gov.
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