JAKKS PACIFIC Appoints New Directors, Director Departs

TL;DR

JAKKS PACIFIC board shakeup: Berman out, Montano & Smith in.

AI Summary

On March 29, 2024, JAKKS PACIFIC, INC. reported the departure of director Stephen Berman. The company also announced the election of two new directors, Michael Montano and David R. Smith, Jr., to its Board of Directors, effective the same date. These changes are part of the company's ongoing corporate governance.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing reports routine board changes and director departures, which are common corporate events and do not inherently indicate significant financial or operational risk.

Key Players & Entities

• JAKKS PACIFIC, INC. (company) — Registrant
• Stephen Berman (person) — Departing Director
• Michael Montano (person) — Newly Elected Director
• David R. Smith, Jr. (person) — Newly Elected Director
• March 29, 2024 (date) — Effective date of changes

FAQ

Filing Documents

• jakkspacif20240408_8k.htm (8-K) — 39KB
• 0001185185-24-000367.txt ( ) — 173KB
• jakk-20240329.xsd (EX-101.SCH) — 3KB
• jakk-20240329_def.xml (EX-101.DEF) — 10KB
• jakk-20240329_lab.xml (EX-101.LAB) — 19KB
• jakk-20240329_pre.xml (EX-101.PRE) — 11KB
• jakkspacif20240408_8k_htm.xml (XML) — 3KB

From the Filing

jakkspacif20240408_8k.htm 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): March 29, 2024 JAKKS PACIFIC, INC. (Exact name of registrant as specified in its charter) Delaware 0-28104 95-4527222 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2951 28th Street , Santa Monica , California 90405 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (424) 268-9444 Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $.001 par value JAKK NASDAQ Global Select Market 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)) 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. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Employment agreements for Stephen G. Berman, our President and Chief Executive Officer, and for John L. Kimble, our Chief Financial Officer, provide, inter alia, that for fiscal year 2024, their respective Annual Performance Bonuses (as such terms are defined in their respective employment agreements) will depend on our achieving certain performance criteria. The specific performance criteria are to be determined by the Compensation Committee (the "Compensation Committee") of our Board of Directors (the "Board") before the end of the Company's first fiscal quarter. The performance criteria for Messrs. Berman and Kimble's respective 2024 Annual Performance Bonuses have been established by the Compensation Committee and are set forth below. EBITDA (as defined in the respective employment agreements) is calculated before including Bonuses as an expense and one-time non-recurring costs for initiatives approved by the Board. The performance criteria, bonus targets and bonus percentages may be adjusted in the sole discretion of the Compensation Committee to take account of extraordinary or special items, and the Compensation Committee also specifically reserved the right to modify the performance criteria, bonus targets and bonus percentages in the exercise of its negative discretion to take account of investment banking, accounting and legal fees incurred in connection with recapitalization and strategic transactions and unforeseen market and general economic conditions. To the extent that EBITDA exceeds the minimum EBITDA target amount but falls between two EBITDA target amounts, the amount of the Additional Performance Bonus shall be determined by the Compensation Committee through linear interpolation. Maximum Bonus Maximum Bonus Name Title 2024 Salary (%) ($) Stephen G. Berman CEO $ 1,825,000 300 % $ 5,475,000 John L. Kimble CFO $ 584,929 200 % $ 1,169,859 EBITDA TARGET More Than $ 51,820,063 $ 61,820,063 $ 71,820,063 $ 81,820,063 Less Than $ 61,820,063 $ 71,820,063 $ 81,820,063 BONUS PERCENTAGE OF 2024 SALARY CEO 25 % 100 % 200 % 300 % CFO 25 % 100 % 150 % 200 % SIGNATURE 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. JAKKS PACIFIC, INC. March 29, 2024 By: /s/ JOHN L. KIMBLE John L. Kimble, CFO

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