Edgar Filing: MATTEL INC /DE/

MATTEL, INC.

Dated: May 28, 2015

/s/ Robert Normile

Robert Normile

Executive Vice President, Chief Legal Officer and Secretary

8-K

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 21, 2015

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 21, 2015.

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		267,499,319		6,072,831		887,392		27,020,705
Trevor A. Edwards		268,422,464		5,148,871		888,207		27,020,705
Dr. Frances D. Fergusson		271,466,693		2,100,867		891,982		27,020,705
Ann Lewnes		271,844,154		1,727,502		887,886		27,020,705
Dominic Ng		272,864,135		699,141		896,266		27,020,705
Vasant M. Prabhu		272,839,051		723,429		897,062		27,020,705
Dean A. Scarborough		267,618,739		5,948,013		892,790		27,020,705
Christopher A. Sinclair		254,527,632		17,953,605		1,978,305		27,020,705
Dirk Van de Put		272,640,426		929,489		889,627		27,020,705
Kathy White Loyd		266,306,075		7,273,234		880,233		27,020,705

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
251,203,215	22,088,317	1,168,010	27,020,705

Proposal 3, a proposal to approve 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
230,928,068	42,406,388	1,125,086	27,020,705

Proposal 4, a proposal to ratify the selection of PricewaterhouseCoopers LLP as Mattel’s independent registered public accounting firm for the year ending December 31, 2015, was approved by the following vote:


Votes Cast “FOR”	Votes Cast “AGAINST”	Abstentions	Broker Non-Votes
286,178,398	4,565,610	10,736,239	N/A

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
117,175,337	156,244,058	1,040,147	27,020,705

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.