Mattel Announces Board Changes and Executive Appointments

TL;DR

Mattel's board is shaking up: Ynon Kreiz is Chairman, two new directors join, and exec pay got the green light.

AI Summary

Mattel, Inc. announced on May 29, 2024, several key executive and board changes. These include the appointment of Ynon Kreiz as Chairman of the Board, effective immediately, and the election of two new independent directors, Steven L. Smith and Anne-Marie Simpson, to the Board. Additionally, the company reported on the results of its annual meeting of stockholders, where all director nominees were elected and the advisory vote on executive compensation was approved.

Why It Matters

These leadership and governance changes at Mattel could signal strategic shifts or a renewed focus on executive oversight and long-term planning.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director elections and executive appointments, which are standard for public companies.

Key Players & Entities

• Mattel, Inc. (company) — Registrant
• Ynon Kreiz (person) — Appointed Chairman of the Board
• Steven L. Smith (person) — Elected as Independent Director
• Anne-Marie Simpson (person) — Elected as Independent Director
• May 29, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.00 — ge on which registered Common Stock, $1.00 per share MAT The Nasdaq Global Sel

Filing Documents

• mat-20240529.htm (8-K) — 134KB
• mattelamendedandrestated20.htm (EX-10.1) — 394KB
• 0001628280-24-026557.txt ( ) — 718KB
• mat-20240529.xsd (EX-101.SCH) — 2KB
• mat-20240529_def.xml (EX-101.DEF) — 3KB
• mat-20240529_lab.xml (EX-101.LAB) — 24KB
• mat-20240529_pre.xml (EX-101.PRE) — 15KB
• mat-20240529_htm.xml (XML) — 3KB

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

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.

07. Submission of Matters to a Vote of Security Holders

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 th

01 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

01 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

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