Mattel Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
$MAT
Recreational Games/Products/Toys
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
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Current Report
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Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May 29, 2024, at the annual meeting of stockholders (the "2024 Annual Meeting") of Mattel, Inc. ("Mattel"), Mattel's
stockholders approved the amendment and restatement of the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term
Compensation Plan (the "2024 Amendment and Restatement"). The 2024 Amendment and Restatement, effective May 29,
2024, amends the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (as amended, the
"Plan").
Under the 2024 Amendment and Restatement, the only change to the Plan is to extend the termination date of the Plan to March
21, 2034. The Plan, including the 2024 Amendment and Restatement, is described in more detail in Mattel's Definitive Proxy
Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 17, 2024 (the "Proxy Statement").
The foregoing summary description and the summary contained in the Proxy Statement do not purport to be complete and are
qualified in their entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting was held on May 29, 2024.
All of the nominees for director listed in Proposal 1 in the Proxy Statement were elected by a majority of the votes cast, as
follows:
Name of Nominee | Votes Cast "FOR" | Votes Cast "AGAINST" | Abstentions | Broker Non-Votes | ||||
Adriana Cisneros | 302,144,499 | 3,390,525 | 212,713 | 16,823,830 | ||||
Diana Ferguson | 302,512,762 | 3,093,105 | 141,870 | 16,823,830 | ||||
Julius Genachowski | 302,358,341 | 3,206,622 | 182,774 | 16,823,830 | ||||
Prof. Noreena Hertz | 299,418,836 | 6,172,011 | 156,890 | 16,823,830 | ||||
Ynon Kreiz | 297,557,876 | 7,962,785 | 227,076 | 16,823,830 | ||||
Soren Laursen | 304,181,079 | 1,423,017 | 143,641 | 16,823,830 | ||||
Roger Lynch | 303,250,254 | 2,241,244 | 256,239 | 16,823,830 | ||||
Dominic Ng | 302,697,360 | 2,894,757 | 155,620 | 16,823,830 | ||||
Dr. Judy Olian | 301,215,388 | 4,389,537 | 142,812 | 16,823,830 | ||||
Dawn Ostroff | 303,802,646 | 1,793,970 | 151,121 | 16,823,830 |
Proposal 2, a proposal to ratify the selection of PricewaterhouseCoopers LLP as Mattel's independent registered public
accounting firm for the year ending December 31, 2024, was approved by the following vote:
Votes Cast "FOR" | Votes Cast "AGAINST" | Abstentions | Broker Non-Votes | |||
317,286,423 | 4,984,369 | 300,775 | N/A |
Proposal 3, a proposal to approve, on a non-binding, advisory basis, the compensation of Mattel's named executive officers, was
approved by the following vote:
Votes Cast "FOR" | Votes Cast "AGAINST" | Abstentions | Broker Non-Votes | |||
298,572,260 | 6,883,601 | 291,876 | 16,823,830 |
Proposal 4, a proposal to approve the 2024 Amendment and Restatement, was approved by the following vote:
Votes Cast "FOR" | Votes Cast "AGAINST" | Abstentions | Broker Non-Votes | |||
266,832,715 | 38,606,480 | 308,542 | 16,823,830 |
Proposal 5, a stockholder proposal requesting additional disclosure regarding political contributions and expenditures, was not
approved by the following vote:
Votes Cast "FOR" | Votes Cast "AGAINST" | Abstentions | Broker Non-Votes | |||
26,259,960 | 278,254,674 | 1,233,103 | 16,823,830 |
Section 8 – Other Events
Item 8.01 Other Events.
Effective as of May 29, 2024, Roger Lynch has been elected by Mattel's Board of Directors to serve as Mattel's Independent
Lead Director.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Exhibit Description | |
10.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
MATTEL, INC. Registrant | ||||
By: | /s/ Jonathan Anschell | |||
Name: | Jonathan Anschell | |||
Title: | Executive Vice President, Chief Legal Officer, and Secretary | |||
Dated: June 4, 2024