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): September 13, 2018

MATTEL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05647	95-1567322
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
333 Continental Boulevard, El Segundo, California		90245-5012
(Address of principal executive offices)		(Zip Code)

(310) 252-2000

Registrant’s telephone number, including area code

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Section 5—Corporate Governance and Management

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

On September 13, 2018, the Board of Directors (the “Board”) of Mattel, Inc. (“Mattel” or the “Company”) elected Dr. Judy Olian as a new director of Mattel and approved an increase in the size of the Board from nine to ten directors, in each case effective immediately. In accordance with Mattel’s director compensation program, Dr. Olian will be entitled to a cash retainer of $75,000 and a grant of restricted stock units valued at $105,000 (based on the closing price of Mattel’s common stock on the grant date of September 13, 2018), which represents a pro-ration of the annual director compensation based on the number of months (including partial months) she will serve from September 2018 to the date of Mattel’s 2019 Annual Meeting of Stockholders.

Dr. Olian, 66, has served as the ninth President of Quinnipiac University since July 2018. She previously served as the Dean and John E. Anderson Chair in Management at UCLA Anderson School of Management from January 2006 to July 2018. Dr. Olian currently serves as a director and member of the audit committee of Ares Management LLC, a global alternative asset manager. She also serves as a director and member of the compensation committee of United Therapeutics Corp., a biotechnology company addressing the needs of patients with chronic and life-threatening conditions. In addition, she is a member of the advisory board of Catalyst Inc., a global nonprofit organization that engages in research and advocacy to accelerate the progress of women in the workplace.

Dr. Olian has not been named to a committee of the Board of Directors at this time.

There are no transactions between Dr. Olian and Mattel that would be reportable under Item 404(a) of Regulation S-K.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On September 13, 2018, Mattel issued a press release regarding the election of Dr. Olian, a copy of which is furnished as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Exhibit Description
99.1**	Press release dated September 13, 2018, announcing the election of Dr. Judy Olian to the Board of Directors of Mattel.

** Furnished herewith

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.

Date: September 13, 2018	MATTEL, INC.
	By:	/s/ Robert Normile
	Name:	Robert Normile
	Title:	Executive Vice President, Chief Legal Officer, and Secretary

EX-99.1

Exhibit 99.1

    

PRESS RELEASE

MATTEL ELECTS DR. JUDY OLIAN TO BOARD OF DIRECTORS

● Dr. Judy Olian, the ninth President of Quinnipiac University and former Dean of the UCLA Anderson School of Management, brings expertise in transformation processes and managing complex people-driven organizations.

● Mattel’s Board of Directors now includes 10 directors, five of whom have joined within the last five months, further strengthening its expertise, diversity and capabilities for the future.

EL SEGUNDO, Calif., September 13, 2018 – Mattel, Inc. (NASDAQ: MAT) announced today that Dr. Judy Olian, the ninth President of Quinnipiac University and former Dean of the UCLA Anderson School of Management, has been elected to the Company’s Board of Directors, effective today.

“Judy Olian is one of the most respected leaders in higher education in the U.S. She is a strategic thinker and an expert in transformation processes and managing complex people-driven organizations,” said Ynon Kreiz, Chairman and CEO of Mattel. “Mattel and its Board will benefit immensely from Judy’s valuable experience in human resource strategies and organization design as we take transformative steps to evolve our organization and build new capabilities for the future.”

Dr. Olian served as Dean of the UCLA Anderson School of Management for more than twelve years, simultaneously holding the John E. Anderson Chair in Management, before being named the ninth President of Quinnipiac University in 2018. During her time at UCLA, more than half of Anderson’s current faculty were hired and she expanded the school’s Board of Advisors, attracting many prominent business leaders who represent diverse functional and global perspectives. She oversaw the launch of four new research centers and the social impact initiative, global partnerships, and fundraising of more than $450 million in philanthropic support for the school. Under her leadership, gender diversity among faculty and students increased significantly.

Dr. Olian serves as a director of Ares Management LLC, a global alternative asset manager, and a director of United Therapeutics Corp., a biotechnology company addressing the needs of patients with chronic and life-threatening conditions. In addition, she is a member of the advisory board of Catalyst Inc., a global nonprofit organization that engages in research and advocacy to accelerate the progress of women in the workplace.

Olian holds a BA in psychology from The Hebrew University, Jerusalem, and MSc and PhD degrees in industrial relations from the University of Wisconsin, Madison. Over the course of her academic career, Olian has been widely published in journals on human resource management, top management team composition and the business alignment of management systems.

With the addition of Dr. Olian, Mattel’s Board of Directors now includes 10 directors, five of whom have joined within the last five months, further strengthening its expertise, diversity and capabilities for the future.

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About Mattel

Mattel is a leading global children’s entertainment company that specializes in design and production of quality toys and consumer products. We create innovative products and experiences that inspire, entertain and develop children through play. We engage consumers through our portfolio of iconic franchises, including Barbie^®, Hot Wheels^®, American Girl^®, Fisher-Price^®, Thomas & Friends^® and MEGA^®, as well as other popular brands that we own or license in partnership with global entertainment companies. Our offerings include film and television content, gaming, music and live events. We operate in 40 locations and sell products in more than 150 countries in collaboration with the world’s leading retail and technology companies. Since its founding in 1945, Mattel is proud to be a trusted partner in exploring the wonder of childhood and empowering kids to reach their full potential. Visit us online at www.mattel.com.

Contacts:
News Media Alex Clark 310-252-6397 alex.clark@mattel.com	Securities Analysts Whitney Steininger 310-252-2703 whitney.steininger@mattel.com

MAT-CORP

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