Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant   ☒                             Filed by a Party other than the Registrant   ☐

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  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12

Mattel, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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***  Exercise Your Right to Vote  ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 16, 2019.








EL SEGUNDO, CA 90245-5012





Meeting Information

Meeting Type:         Annual Meeting

For holders as of:    March 22, 2019

Date: May 16, 2019        Time: 9:00 a.m.



Mattel Conference and Leadership Center


1955 East Grand Avenue


El Segundo, CA 90245

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.



See the reverse side of this notice to obtain proxy materials and voting instructions.


—  Before You Vote  —

How to Access the Proxy Materials


Proxy Materials Available to VIEW or RECEIVE:


How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:


2) BY TELEPHONE:   1-800-579-1639
3) BY E-MAIL*:

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow  LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 2, 2019 to facilitate timely delivery.

—  How To Vote  —

Please Choose One of the Following Voting Methods



Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


      Voting Items                 


The Board of Directors recommends a vote “FOR” all nominees listed.



1.    Election of Directors.




1a.  R. Todd Bradley


1b.  Adriana Cisneros


1c.  Michael J. Dolan


1d.  Ynon Kreiz


1e.  Soren T. Laursen


1f.   Ann Lewnes


1g.  Roger Lynch


1h.  Dominic Ng


1i.   Dr. Judy D. Olian


1j.   Vasant M. Prabhu



The Board of Directors recommends a vote “FOR” Proposal 2.






Ratification of the selection of PricewaterhouseCoopers LLP as

Mattel, Inc.’s independent registered public accounting firm for the year ending December 31, 2019.



The Board of Directors recommends a vote “FOR” Proposal 3.






Advisory vote to approve named executive officer compensation, as described in the Mattel, Inc. Proxy Statement.



The Board of Directors recommends a vote “FOR” Proposal 4.






Approval of Second Amendment to Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan.



The Board of Directors recommends a vote “AGAINST” Proposal 5.






Stockholder proposal regarding an amendment to stockholder proxy access provisions.



NOTE: Such other business as may properly come before the meeting or any adjournment thereof.