UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 – Corporate Governance and Management
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Mattel, Inc. (the “Company” or “Mattel”) held its 2025 Annual Meeting of Stockholders on May 28, 2025 (the “Annual Meeting”). As reported below, at the Annual Meeting, the Company’s stockholders approved an amendment of the Company’s Restated Certificate of Incorporation to extend exculpation from liability to certain of the Company’s officers to the fullest extent permitted by Delaware law (the “Amendment”), as described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2025 (the “Proxy Statement”). On May 29, 2025, to effect the Amendment, the Company filed a Certificate of Amendment of the Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective immediately upon its filing.
The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The proposals considered at the Annual Meeting are described in the Proxy Statement, and the final voting results are set forth below.
Each of the nominees for director listed in Proposal 1 in the Proxy Statement was 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 |
283,091,679 | 2,333,750 | 774,620 | 14,232,391 | ||||||||||||
| Diana Ferguson |
284,129,358 | 1,296,478 | 774,213 | 14,232,391 | ||||||||||||
| Julius Genachowski |
280,918,287 | 4,482,977 | 798,785 | 14,232,391 | ||||||||||||
| Prof. Noreena Hertz |
276,716,205 | 8,702,130 | 781,714 | 14,232,391 | ||||||||||||
| Ynon Kreiz |
280,652,449 | 4,739,552 | 808,048 | 14,232,391 | ||||||||||||
| Soren Laursen |
284,151,136 | 1,269,163 | 779,750 | 14,232,391 | ||||||||||||
| Roger Lynch |
283,876,439 | 1,543,400 | 780,210 | 14,232,391 | ||||||||||||
| Dominic Ng |
282,628,117 | 2,777,837 | 794,095 | 14,232,391 | ||||||||||||
| Dr. Judy Olian |
282,043,140 | 3,382,980 | 773,929 | 14,232,391 | ||||||||||||
| Dawn Ostroff |
284,623,384 | 795,244 | 781,421 | 14,232,391 | ||||||||||||
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, 2025, was approved by the following vote:
| Votes Cast “FOR” |
Votes Cast “AGAINST” |
Abstentions |
Broker Non-Votes | |||
| 295,775,019 | 3,856,142 | 801,279 | 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 | |||
| 274,544,637 | 10,779,895 | 875,517 | 14,232,391 |
Proposal 4, a proposal to approve an amendment to Mattel’s Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law, was approved by the following vote:
| Votes Cast “FOR” |
Votes Cast “AGAINST” |
Abstentions |
Broker Non-Votes | |||
| 257,173,414 | 28,140,929 | 885,706 | 14,232,391 |
Proposal 5, a stockholder proposal to disclose a plan to reduce total contribution to climate change, was not approved by stockholders, and the votes were as follows:
| Votes Cast “FOR” |
Votes Cast “AGAINST” |
Abstentions |
Broker Non-Votes | |||
| 16,970,210 | 266,382,089 | 2,847,750 | 14,232,391 |
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Exhibit Description | |
| 3.1 | Certificate of Amendment of the Restated Certificate of Incorporation of Mattel, Inc., dated May 29, 2025 | |
| 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: May 30, 2025