Item 1.01. Entry into a Material Definitive Agreement.

By an agreement dated as of August 3, 2022 (the "Agreement"), between JAKKS Pacific, Inc. (the "Company"), and each of its preferred stockholders (the "Preferred Holders"), the parties agreed that all existing Voting Agreements with such parties (the "Voting Agreements") would be terminated. Among other things, the Agreement also provided that the special rights granted to the Preferred Stockholders with respect to the nomination and election of members of the Company's Board of Directors (the "Board") and Nominating and Corporate Governance Committee (the "Nominating Committee") are terminated; and that the Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights, and Qualifications, Limitations and Restrictions Thereof, of Series A Senior Preferred Stock (the "Preferred Stock Designations"), the Company's By-Laws, and the Nominating Committee Charter shall be amended, consistent with the terms of the Agreement, in such manner as is approved by the Board to eliminate such rights. The classification of the Board into three separate classes consisting of Class I, Class II and Class III, each with separate terms, has not, however, been eliminated.

The foregoing description of the Agreement is qualified in its entirety by reference to the agreement attached as an exhibit to this Form 8-K and incorporated by reference in this Item 1.01. The foregoing description of the changes to the Charter of the Nominating Committee is qualified in its entirety by reference to the revised Charter which will be publicly available on the Company's website (the contents of which website are not incorporated herein).

Item 1.02. Termination of a Material Definitive Agreement.

As described above, the Voting Agreements between the Company and each of its Preferred Holders have been terminated. As a result, among other things, none of the Preferred Holders have any obligation to vote their shares of the Company's common stock with respect to elections of directors or with respect to any Liquidity Event, as such term is defined in the Voting Agreements, and the transfer restrictions, previously imposed by the Voting Agreements, applicable to the Company's common stock owned by the Preferred Holders have been terminated.




Item 9.01.     Financial Statements and Exhibits



(d)         Exhibits



Exhibit Description

10.1      Termination of Voting Agreement
104     Cover Page Interactive Data File (formatted as Inline XBRL)

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