MATTEL, INC. 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain
Officers.
On May 26, 2021 , at the annual meeting of stockholders (the "Annual Meeting") of
Mattel, Inc. ("Mattel"), Mattel 's stockholders approved the Fifth Amendment to
the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation
Plan (the "Plan Amendment"). The Plan Amendment, effective May 26, 2021 , 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 5.7 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, 2021 from two and
thirty-five-hundredths-to-one (2.35:1) to one and ninety-hundredths-to-one
(1.90:1).
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 13, 2021 (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 267,986,325 45,030,119 202,684 14,901,906
Adriana Cisneros 311,500,408 1,524,288 194,432 14,901,906
Michael Dolan 306,953,285 6,067,576 198,267 14,901,906
Diana Ferguson 311,804,296 1,221,939 192,893 14,901,906
Ynon Kreiz 306,176,833 6,711,170 331,125 14,901,906
Soren Laursen 311,523,076 1,493,856 202,196 14,901,906
Ann Lewnes 311,406,318 1,616,047 196,763 14,901,906
Roger Lynch 312,354,416 656,900 207,812 14,901,906
Dominic Ng 310,874,698 2,148,617 195,813 14,901,906
Dr. Judy Olian 309,791,094 3,235,542 192,492 14,901,906
Proposal 2, a proposal to ratify the selection of
Votes Cast "FOR" Votes Cast "AGAINST" Abstentions Broker Non-Votes 323,203,268 4,605,802 311,964 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 289,500,671 23,408,535 309,922 14,901,906
Proposal 4, a proposal to approve the Fifth Amendment to the
Votes Cast "FOR" Votes Cast "AGAINST" Abstentions Broker Non-Votes 300,444,108 12,466,958 308,062 14,901,906
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Incorporated by Reference
ExhibitNo. Exhibit Description Form File No. Exhibit(s) Filing Date 10.1 Fifth Amendment toMattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan DEF 14A 001-05647 Appendix A April 13, 2021
104 Cover Page Interactive Data File
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