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 29, 2024 ______________________________________________ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 29, 2024, at the annual meeting of stockholders (the "2024 Annual Meeting") of Mattel, Inc. ("Mattel"), Mattel's stockholders approved the amendment and restatement of the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the "2024 Amendment and Restatement"). The 2024 Amendment and Restatement, effective May 29, 2024, amends the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (as amended, the "Plan"). Under the 2024 Amendment and Restatement, the only change to the Plan is to extend the termination date of the Plan to March 21, 2034. The Plan, including the 2024 Amendment and Restatement, is described in more detail in Mattel's Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 17, 2024 (the "Proxy Statement"). The foregoing summary description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1. Item  5.07. Submission of Matters to a Vote of Security Holders. The 2024 Annual Meeting was held on May 29, 2024. 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 Adriana Cisneros 302,144,499 3,390,525 212,713 16,823,830 Diana Ferguson 302,512,762 3,093,105 141,870 16,823,830 Julius Genachowski 302,358,341 3,206,622 182,774 16,823,830 Prof. Noreena Hertz 299,418,836 6,172,011 156,890 16,823,830 Ynon Kreiz 297,557,876 7,962,785 227,076 16,823,830 Soren Laursen 304,181,079 1,423,017 143,641 16,823,830 Roger Lynch 303,250,254 2,241,244 256,239 16,823,830 Dominic Ng 302,697,360 2,894,757 155,620 16,823,830 Dr. Judy Olian 301,215,388 4,389,537 142,812 16,823,830 Dawn Ostroff 303,802,646 1,793,970 151,121 16,823,830 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, 2024, was approved by the following vote: Votes Cast "FOR" Votes Cast "AGAINST" Abstentions Broker Non-Votes 317,286,423 4,984,369 300,775 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 298,572,260 6,883,601 291,876 16,823,830 Proposal 4, a proposal to approve the 2024 Amendment and Restatement, was approved by the following vote: Votes Cast "FOR" Votes Cast "AGAINST" Abstentions Broker Non-Votes 266,832,715 38,606,480 308,542 16,823,830 Proposal 5, a stockholder proposal requesting additional disclosure regarding political contributions and expenditures, was not approved by the following vote: Votes Cast "FOR" Votes Cast "AGAINST" Abstentions Broker Non-Votes 26,259,960 278,254,674 1,233,103 16,823,830 Section 8 – Other Events Item 8.01 Other Events. Effective as of May 29, 2024, Roger Lynch has been elected by Mattel's Board of Directors to serve as Mattel's Independent Lead Director. Section 9 – Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (d) Exhibits:   Exhibit No.    Exhibit Description 10.1 Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan 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: June 4, 2024