Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.



On May 25, 2022, at the annual meeting of stockholders (the "Annual Meeting") of
Mattel, Inc. ("Mattel"), Mattel's stockholders approved the Sixth Amendment to
the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation
Plan (the "Plan Amendment"). The Plan Amendment, effective May 25, 2022, 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 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, 2022 from one and
nine-tenths-to-one (1.9:1) to one and five-tenths-to-one (1.5:1).

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 12, 2022 (the
"Proxy Statement").

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 25, 2022.

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 274,724,948 44,840,104 171,479 15,260,032 Adriana Cisneros 317,288,126 2,272,089 176,316 15,260,032 Michael Dolan 313,520,345 6,042,126 174,060 15,260,032 Diana Ferguson 318,666,102 895,086 175,343 15,260,032 Ynon Kreiz 312,675,147 6,890,508 170,876 15,260,032 Soren Laursen 317,309,501 2,256,743 170,287 15,260,032 Ann Lewnes 293,625,655 25,922,367 188,509 15,260,032 Roger Lynch 318,651,485 899,629 185,417 15,260,032 Dominic Ng 316,973,578 2,587,971 174,982 15,260,032 Dr. Judy Olian 317,031,411 2,535,488 169,632 15,260,032

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, 2022, was approved by the following vote:

Votes Cast "FOR" Votes Cast "AGAINST" Abstentions Broker Non-Votes


  325,412,780           9,359,333           224,450           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
  297,877,833           21,564,282          294,416        15,260,032

Proposal 4, a proposal to approve the Sixth Amendment to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, was approved by the following vote:

Votes Cast "FOR" Votes Cast "AGAINST" Abstentions Broker Non-Votes


  268,497,338           50,942,189          297,004        15,260,032

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Proposal 5, a stockholder proposal regarding Mattel's special stockholder meeting bylaw, was not approved by the following vote:

Votes Cast "FOR" Votes Cast "AGAINST" Abstentions Broker Non-Votes

41,450,761 277,891,762 394,008 15,260,032

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     Sixth Amendment to Mattel, Inc.        DEF 14A       001-05647       Appendix A       April 12, 2022
           Amended and Restated 2010 Equity
           and Long-Term Compensation Plan

104        Cover Page Interactive Data File
           (embedded within the Inline XBRL
           Document)

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