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Alta Fox doesn't pass go in Hasbro fight

Richard Collings
Jun 8, 2022
Illustration of a board room table with 8 chairs, one of them a different color, surrounded by abstract shapes.
Illustration: Gabriella Turrisi/Axios

Hasbro warded off Alta Fox's campaign with shareholders rejecting by "a substantial margin" the activist's sole nominee in favor of the company's full slate, according to preliminary results from its annual general meeting, the toy maker announced.

Why it's the BFD: It's the latest failure by an activist to convince investors to elect one of their candidates at a consumer-facing company this proxy season, following defeats at Kohl's and McDonald's.

  • In addition to outright defeats, there was Carl Icahn's withdrawal of his board nominees at Kroger.
  • Both US Foods and IAA settled with their activists, however, as Mill Road pushes for a sale at Big Lots.

Flashback: Alta Fox began its campaign against Hasbro in mid-February, urging the company to spin off Wizards of the Coast, claiming it would "unlock" $13 billion in shareholder value. To press its point, it originally nominated five directors.

  • Hasbro in response added Blake Jorgensen of Electronic Arts and Elizabeth Hamren of Discord to its board. They both have extensive gaming experience.
  • The activist subsequently reduced its slate twice, ultimately offering up only one nominee, Marcelo Fischer, to the toy company's board.
  • Proxy advisory firms Institutional Shareholder Services and Glass Lewis recommended that shareholders vote for Hasbro's slate, dealing a blow to Alta Fox (though ISS did suggest withholding votes from Hasbro board veteran Edward Philip).
  • "Our directors will be instrumental to [CEO Chris Cocks] as he undertakes a strategic review of the business and outlines our go-forward strategy," Hasbro said.

Yes, but: Alta Fox received support from fellow hedge fund Ancora, as well as long-term shareholders Boston Partners and Anchor Capital, which urged Hasbro to settle.

  • "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,'" said Connor Haley, managing partner at the activist, pointing to the naming of two directors with gaming experience.

The bottom line: As Axios previously reported, Alta Fox is not a brand-name veteran activist, and had an uphill climb to convince index funds that it has the long-term interest of shareholders at its core.

What's next: SpartanNash's shareholder meeting Thursday largely wraps retail proxy season coverage.

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