Bylaw Amendment · 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 28, 2025     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) 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 5.03. 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 No.    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