MATTEL, INC. 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain
Officers.
On June 10, 2020 , at the annual meeting of stockholders (the "Annual Meeting")
of Mattel, Inc. ("Mattel"), Mattel 's stockholders approved the Fourth Amendment
to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation
Plan (the "Plan Amendment"). The Plan Amendment, effective June 10, 2020 , amends
the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation
Plan (as amended, the "Plan").
The purpose of the Plan is to promote the interests of Mattel and its
stockholders by enabling Mattel to offer an opportunity to employees,
non-employee directors and consultants to receive grants of equity-based and
cash-based incentive awards, so as to better attract, retain, and reward them,
to align their interests with those of stockholders, and to provide them with an
incentive for outstanding performance to generate superior returns to Mattel
stockholders.
The Plan Amendment increases the maximum number of shares that may be issued
pursuant to the Plan by 10.5 million shares, enabling Mattel to continue to use
the Plan as a critical tool to attract, motivate, reward, and retain its key
employees and directors. In addition, the Plan Amendment revises the full-value
share debiting rate for awards granted after March 1, 2020 from two and
seven-tenths-to-one to two and thirty-five-hundredths to one.
The foregoing summary description of the Plan Amendment is qualified in its
entirety by reference to the actual terms of the Plan Amendment, a copy of which
is attached as Appendix A to Mattel 's Definitive Proxy Statement on Schedule
14A, as filed with the Securities and Exchange Commission on April 27, 2020 (the
"Proxy Statement").
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on
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:
Votes Cast Votes Cast Broker
Name of Nominee "FOR" "AGAINST" Abstentions Non-Votes
R. Todd Bradley 300,325,690 11,036,577 415,803 18,674,375
Adriana Cisneros 310,615,187 757,220 405,663 18,674,375
Michael Dolan 305,487,442 5,938,275 352,353 18,674,375
Ynon Kreiz 308,227,358 3,145,369 405,343 18,674,375
Soren Laursen 310,638,558 722,079 417,433 18,674,375
Ann Lewnes 310,143,120 1,229,204 405,746 18,674,375
Roger Lynch 300,494,165 10,857,625 426,280 18,674,375
Dominic Ng 297,960,234 13,493,614 324,222 18,674,375
Dr. Judy Olian 308,900,745 2,558,874 318,451 18,674,375
Proposal 2, a proposal to ratify the selection of
Votes Cast "FOR" Votes Cast "AGAINST" Abstentions Broker Non-Votes
315,106,309 14,908,606 437,530 N/A Proposal 3, a proposal to approve, on a non-binding, advisory basis, the compensation ofMattel 's named executive officers, was approved by the following vote: Votes Cast "FOR" Votes Cast "AGAINST" Abstentions Broker Non-Votes 268,096,296 43,283,962 397,812 18,674,375
Proposal 4, a proposal to approve the Fourth Amendment to the
Votes Cast "FOR" Votes Cast "AGAINST" Abstentions Broker Non-Votes
217,246,175 94,099,678 432,217 18,674,375
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
115,763,143 195,658,616 356,311 18,674,375
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Incorporated by Reference
Exhibit
No. Exhibit Description Form File No. Exhibit(s) Filing Date
10.1 Fourth Amendment to Mattel, Inc.
Amended and Restated 2010 Equity
and Long-Term Compensation Plan DEF 14A 001-05647 Appendix A April 27, 2020
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
Document)
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