MAT 8-K
Mattel Inc /De/ (MAT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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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).
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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 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of Mattel, Inc. (“Mattel”) was held on May 15, 2023.
All of the nominees for director listed in Proposal 1 in Mattel’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on March 31, 2023, 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 |
319,276,691 | 1,608,736 | 235,621 | 15,228,618 | ||||
| Adriana Cisneros |
319,625,859 | 1,359,555 | 135,634 | 15,228,618 | ||||
| Michael Dolan |
315,100,376 | 5,869,157 | 151,515 | 15,228,618 | ||||
| Diana Ferguson |
318,424,949 | 2,561,198 | 134,901 | 15,228,618 | ||||
| Prof. Noreena Hertz |
320,497,169 | 486,722 | 137,157 | 15,228,618 | ||||
| Ynon Kreiz |
313,058,967 | 7,914,833 | 147,248 | 15,228,618 | ||||
| Soren Laursen |
319,639,624 | 1,328,323 | 153,101 | 15,228,618 | ||||
| Ann Lewnes |
318,620,250 | 2,282,646 | 218,152 | 15,228,618 | ||||
| Roger Lynch |
319,981,503 | 907,510 | 232,035 | 15,228,618 | ||||
| Dominic Ng |
318,403,811 | 2,567,285 | 149,952 | 15,228,618 | ||||
| Dr. Judy Olian |
319,331,868 | 1,647,345 | 141,835 | 15,228,618 |
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, 2023, was approved by the following vote:
| Votes Cast “FOR” |
Votes Cast “AGAINST” |
Abstentions |
Broker Non-Votes | |||
| 330,346,421 | 5,681,871 | 321,374 | 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 | |||
| 318,328,599 | 2,354,964 | 437,485 | 15,228,618 |
Proposal 4, a proposal to determine, on a non-binding, advisory basis, the frequency with which stockholders would have an opportunity to approve, on a non-binding, advisory basis, the compensation of Mattel’s named executive officers, was determined as follows:
| Votes Cast for “1 Year” |
Votes Cast for “2 Years” |
Votes Cast for “3 Years” |
Abstentions |
Broker Non-Votes | ||||
| 315,384,148 | 385,004 | 4,680,528 | 671,368 | 15,228,618 |
Proposal 5, a stockholder proposal regarding an independent board chairman, was not approved by the following vote:
| Votes Cast “FOR” |
Votes Cast “AGAINST” |
Abstentions |
Broker Non-Votes | |||
| 66,493,945 | 254,318,355 | 308,748 | 15,228,618 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Incorporated by Reference | ||||||||||
| Exhibit No. |
Exhibit Description |
Form |
File No. |
Exhibit(s) |
Filing Date | |||||
| 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 18, 2023 | By: | /s/ Jonathan Anschell | ||||
| Name: | Jonathan Anschell | |||||
| Title: | Executive Vice President, Chief Legal Officer, and Secretary | |||||