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): May 25, 2022     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 May 25, 2022, at the annual meeting of stockholders (the “Annual Meeting”) of Mattel, Inc. (“Mattel”), Mattel’s stockholders approved the Sixth Amendment to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the “Plan Amendment”). The Plan Amendment, effective May 25, 2022, 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 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, 2022 from one and nine-tenths-to-one (1.9:1) to one and five-tenths-to-one (1.5:1). 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 12, 2022 (the “Proxy Statement”). Item 5.07. Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on May 25, 2022. 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    274,724,948    44,840,104    171,479    15,260,032 Adriana Cisneros    317,288,126    2,272,089    176,316    15,260,032 Michael Dolan    313,520,345    6,042,126    174,060    15,260,032 Diana Ferguson    318,666,102    895,086    175,343    15,260,032 Ynon Kreiz    312,675,147    6,890,508    170,876    15,260,032 Soren Laursen    317,309,501    2,256,743    170,287    15,260,032 Ann Lewnes    293,625,655    25,922,367    188,509    15,260,032 Roger Lynch    318,651,485    899,629    185,417    15,260,032 Dominic Ng    316,973,578    2,587,971    174,982    15,260,032 Dr. Judy Olian    317,031,411    2,535,488    169,632    15,260,032 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, 2022, was approved by the following vote:   Votes Cast “FOR”   Votes Cast “AGAINST”   Abstentions   Broker Non-Votes 325,412,780   9,359,333   224,450   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 297,877,833   21,564,282   294,416   15,260,032 Proposal 4, a proposal to approve the Sixth 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 268,497,338   50,942,189   297,004   15,260,032 Proposal 5, a stockholder proposal regarding Mattel’s special stockholder meeting bylaw, was not approved by the following vote:   Votes Cast “FOR”   Votes Cast “AGAINST”   Abstentions   Broker Non-Votes 41,450,761   277,891,762   394,008   15,260,032 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    Sixth Amendment to Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan      DEF 14A        001-05647        Appendix A        April 12, 2022   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: May 27, 2022     By:   /s/ Jonathan Anschell     Name:   Jonathan Anschell     Title:   Executive Vice President, Chief Legal Officer, and Secretary