UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 16, 2014
MATTEL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-05647 | 95-1567322 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 333 Continental Boulevard, El Segundo, California |
90245-5012 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code
(310) 252-2000
N/A
(Former Name or Former Address if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 16, 2014.
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:
| Name of Nominee | Votes Cast “FOR” |
Votes Cast “AGAINST” |
Abstentions | Broker Non-Votes | ||||
| Michael J. Dolan |
276,536,101 | 1,241,339 | 832,786 | 21,834,405 | ||||
| Trevor A. Edwards |
275,691,352 | 2,076,416 | 842,458 | 21,834,405 | ||||
| Dr. Frances D. Fergusson |
276,061,073 | 1,712,688 | 836,465 | 21,834,405 | ||||
| Dominic Ng |
277,434,664 | 335,211 | 840,351 | 21,834,405 | ||||
| Vasant M. Prabhu |
277,444,239 | 318,037 | 847,950 | 21,834,405 | ||||
| Dr. Andrea L. Rich |
269,820,390 | 7,788,815 | 1,001,021 | 21,834,405 | ||||
| Dean A. Scarborough |
277,430,560 | 341,325 | 838,341 | 21,834,405 | ||||
| Christopher A. Sinclair |
269,268,677 | 8,337,061 | 1,004,488 | 21,834,405 | ||||
| Bryan G. Stockton |
268,249,672 | 8,676,595 | 1,683,959 | 21,834,405 | ||||
| Dirk Van de Put |
277,419,782 | 345,093 | 845,351 | 21,834,405 | ||||
| Kathy White Loyd |
269,705,012 | 7,902,383 | 1,002,831 | 21,834,405 |
Proposal 2, 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 | |||
| 270,887,219 |
6,097,444 | 1,625,563 | 21,834,405 |
Proposal 3, a proposal to ratify the selection of PricewaterhouseCoopers LLP as Mattel’s independent registered public accounting firm for the year ending December 31, 2014, was approved by the following vote:
| Votes Cast “FOR” |
Votes Cast “AGAINST” |
Abstentions |
Broker Non-Votes | |||
| 295,618,442 |
3,867,525 | 958,664 | N/A |
Proposal 4, 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 | |||
| 84,778,390 |
192,808,381 | 1,023,455 | 21,834,405 |
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 21, 2014 | By: | /s/ Robert Normile | ||||
| Name: | Robert Normile | |||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||||