Executive Change · Shareholder Vote

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