8-K
MATTEL INC /DE/ false 0000063276 0000063276 2020-06-10 2020-06-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

June 10, 2020

 

MATTEL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-05647

 

95-1567322

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

333 Continental Boulevard, El Segundo, California

 

90245-5012

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code

(310) 252-2000

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, $1.00 per share

 

MAT

 

The Nasdaq Global Select Market

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).

Emerging growth company  

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On June 10, 2020, at the annual meeting of stockholders (the “Annual Meeting”) of Mattel, Inc. (“Mattel”), Mattel’s stockholders approved the Fourth Amendment to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the “Plan Amendment”). The Plan Amendment, effective June 10, 2020, amends the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (as amended, the “Plan”).

The purpose of the Plan is to promote the interests of Mattel and its stockholders by enabling Mattel to offer an opportunity to employees, non-employee directors and consultants to receive grants of equity-based and cash-based incentive awards, so as to better attract, retain, and reward them, to align their interests with those of stockholders, and to provide them with an incentive for outstanding performance to generate superior returns to Mattel stockholders.

The Plan Amendment increases the maximum number of shares that may be issued pursuant to the Plan by 10.5 million shares, enabling Mattel to continue to use the Plan as a critical tool to attract, motivate, reward, and retain its key employees and directors. In addition, the Plan Amendment revises the full-value share debiting rate for awards granted after March 1, 2020 from two and seven-tenths-to-one to two and thirty-five-hundredths to one.

The foregoing summary description of the Plan Amendment is qualified in its entirety by reference to the actual terms of the Plan Amendment, a copy of which is attached as Appendix A to Mattel’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 27, 2020 (the “Proxy Statement”).

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on June 10, 2020.

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

 

R. Todd Bradley

   

300,325,690

     

11,036,577

     

415,803

     

18,674,375

 

Adriana Cisneros

   

310,615,187

     

757,220

     

405,663

     

18,674,375

 

Michael Dolan

   

305,487,442

     

5,938,275

     

352,353

     

18,674,375

 

Ynon Kreiz

   

308,227,358

     

3,145,369

     

405,343

     

18,674,375

 

Soren Laursen

   

310,638,558

     

722,079

     

417,433

     

18,674,375

 

Ann Lewnes

   

310,143,120

     

1,229,204

     

405,746

     

18,674,375

 

Roger Lynch

   

300,494,165

     

10,857,625

     

426,280

     

18,674,375

 

Dominic Ng

   

297,960,234

     

13,493,614

     

324,222

     

18,674,375

 

Dr. Judy Olian

   

308,900,745

     

2,558,874

     

318,451

     

18,674,375

 

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, 2020, was approved by the following vote:

Votes Cast “FOR”

 

Votes Cast “AGAINST”

 

Abstentions

 

Broker Non-Votes

315,106,309

 

14,908,606

 

437,530

 

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

268,096,296

 

43,283,962

 

397,812

 

18,674,375

Proposal 4, a proposal to approve the Fourth Amendment to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, was approved by the following vote:

Votes Cast “FOR”

 

Votes Cast “AGAINST”

 

Abstentions

 

Broker Non-Votes

217,246,175

 

94,099,678

 

432,217

 

18,674,375

Proposal 5, a stockholder proposal regarding an independent board chairman, was not approved by the following vote:

Votes Cast “FOR”

 

Votes Cast “AGAINST”

 

Abstentions

 

Broker Non-Votes

115,763,143

 

195,658,616

 

356,311

 

18,674,375


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

   

 

Incorporated by Reference

 

Exhibit

    No.    

   

Exhibit Description

 

Form

   

File No.

   

Exhibit(s)

   

Filing Date

 
 

10.1

   

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

   

DEF 14A

     

001-05647

     

Appendix A

     

April 27, 2020

 
 

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.

             

Dated: June 16, 2020

 

 

By:

 

/s/ Robert Normile

 

 

Name:

 

Robert Normile

 

 

Title:

 

Executive Vice President, Chief Legal Officer and Secretary