Hasbro Facing Battle From Investor Group Trying to Force Dungeons & Dragons Unit's Spinoff

Hasbro Facing Battle From Investor Group Trying to Force Dungeons & Dragons Unit's Spinoff

Hasbro is facing investor upheaval. At the center of the battle is a rogue investor group, Dungeons & Dragons, and what some claim is an underperforming stock price.

The Wall Street Journal is reporting on Wednesday night that, “a little-known activist investor is seeking to add several directors to Hasbro Inc.’s board and is urging the toymaker to make changes including a spinoff of its fast-growing unit housing games such as Dungeons & Dragons. Alta Fox Capital Management LLC, which has a 2.5% stake in Hasbro worth roughly $325 million, has nominated five directors to its board, according to a letter viewed by The Wall Street Journal that will be sent to the company’s shareholders. Shareholders will vote on director nominees at Hasbro’s annual meeting this spring.”

Dungeons & Dragons is a part of the Wizards of the Coast and Digital Gaming unit within Hasbro. Alta wants the entire unit spun-off from Hasbro, according to a spokesperson of the firm.

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According to the WSJ, "Alta Fox, which says in the letter that it has spoken to Hasbro, noted that the company’s stock price is lower than it was five years ago and has significantly trailed the broader market. Alta Fox believes Hasbro could double its valuation by spinning off the Dungeons & Dragons business."

According to Alta’s website:

“Alta Fox does not enjoy playing the role of an activist, but if management teams or Boards attempt to take advantage of minority shareholders for their own benefit, we have an obligation to our own LPs and are prepared to take a stand.”

Connor Haley, Alta Fox Capital Management Q1 2021 Investor Letter

Hasbro issued a response on Wednesday night. The following is the company's statement:

Hasbro today confirmed that Alta Fox has submitted a letter nominating five candidates to stand for election to the Hasbro Board of Directors at the Company’s 2022 Annual Meeting of Shareholders.

Hasbro engages in regular communication with its shareholders and welcomes constructive input to further the best interests of all shareholders. The Company’s Board of Directors and management team are focused on maximizing value for shareholders and achieving that objective by capitalizing on all elements of Hasbro’s Brand Blueprint across three segments: consumer products; Wizards of the Coast and digital gaming; and entertainment.

The Board and management team believe Hasbro is on the right path to deliver sustainable growth for shareholders, and consistent with its shareholder value creation plans, regularly review the business and its strategic direction. To that end, members of the Board and management team have held discussions with Alta Fox to better understand its views on the Company’s strategy. The Board and the Nominating, Governance and Social Responsibility Committee of the Board, will evaluate the notice of nominations, and the nominees, as it would submissions made by other shareholders. The Board’s recommendation with respect to the nominees to be elected at the upcoming meeting will be included in its proxy statement for the 2022 Annual Meeting.

Hasbro notes it has a highly qualified, independent, experienced and engaged Board. The Board has a long history of engagement and good corporate governance, including the recent separation of the Chair and CEO positions and ensuring that the Board maintains strong racial and gender diversity among its members. Rich Stoddart will assume the role of independent Chair on February 25 with the appointment of Chris Cocks to the role of CEO and director.

Chris Cocks, who was appointed CEO of Hasbro effective February 25 and currently serves as President and Chief Operating Officer of Hasbro’s Wizards of the Coast and Digital Gaming division, will join the Board as its 11th director. Mr. Cocks’s extensive omni-channel experience, demonstrated ability to create and nurture winning brands, and proven track record make him uniquely positioned to accelerate Hasbro’s Brand Blueprint for supercharged growth while continuing to deliver strong shareholder returns.

Hasbro shareholders are not required to take action at this time. The Board and the Board’s Nominating, Governance and Social Responsibility Committee will review the proposed director nominees and present its recommendation regarding director candidates in the Company’s proxy statement and accompanying WHITE proxy card, which will be filed with the U.S. Securities and Exchange Commission. Proxy materials will be mailed to all shareholders eligible to vote at the Company’s 2022 Annual Meeting. The date of the Annual Meeting has not yet been announced.

This story was updated with Hasbro's response at 8:50 PM on 2/16/22.