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 28, 2025

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)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 per share	MAT	The Nasdaq Global Select Market

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Mattel, Inc. (the “Company” or “Mattel”) held its 2025 Annual Meeting of Stockholders on May 28, 2025 (the “Annual Meeting”). As reported below, at the Annual Meeting, the Company’s stockholders approved an amendment of the Company’s Restated Certificate of Incorporation to extend exculpation from liability to certain of the Company’s officers to the fullest extent permitted by Delaware law (the “Amendment”), as described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2025 (the “Proxy Statement”). On May 29, 2025, to effect the Amendment, the Company filed a Certificate of Amendment of the Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective immediately upon its filing.

The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.

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

The proposals considered at the Annual Meeting are described in the Proxy Statement, and the final voting results are set forth below.

Each of the nominees for director listed in Proposal 1 in the Proxy Statement was elected by a majority of the votes cast, as follows:

Name of Nominee	Votes Cast “FOR”		Votes Cast “AGAINST”		Abstentions		Broker Non-Votes
Adriana Cisneros		283,091,679		2,333,750		774,620		14,232,391
Diana Ferguson		284,129,358		1,296,478		774,213		14,232,391
Julius Genachowski		280,918,287		4,482,977		798,785		14,232,391
Prof. Noreena Hertz		276,716,205		8,702,130		781,714		14,232,391
Ynon Kreiz		280,652,449		4,739,552		808,048		14,232,391
Soren Laursen		284,151,136		1,269,163		779,750		14,232,391
Roger Lynch		283,876,439		1,543,400		780,210		14,232,391
Dominic Ng		282,628,117		2,777,837		794,095		14,232,391
Dr. Judy Olian		282,043,140		3,382,980		773,929		14,232,391
Dawn Ostroff		284,623,384		795,244		781,421		14,232,391

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, 2025, was approved by the following vote:

Votes Cast “FOR”	Votes Cast “AGAINST”	Abstentions	Broker Non-Votes
295,775,019	3,856,142	801,279	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
274,544,637	10,779,895	875,517	14,232,391

Proposal 4, a proposal to approve an amendment to Mattel’s Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law, was approved by the following vote:

Votes Cast “FOR”	Votes Cast “AGAINST”	Abstentions	Broker Non-Votes
257,173,414	28,140,929	885,706	14,232,391

Proposal 5, a stockholder proposal to disclose a plan to reduce total contribution to climate change, was not approved by stockholders, and the votes were as follows:

Votes Cast “FOR”	Votes Cast “AGAINST”	Abstentions	Broker Non-Votes
16,970,210	266,382,089	2,847,750	14,232,391

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Exhibit Description
3.1	Certificate of Amendment of the Restated Certificate of Incorporation of Mattel, Inc., dated May 29, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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. Registrant
By:	/s/ Jonathan Anschell
Name:	Jonathan Anschell
Title:	Executive Vice President, Chief Legal Officer, and Secretary

Dated: May 30, 2025

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

OF

MATTEL, INC.

(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

Mattel, Inc., a Delaware corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

1. Article Sixth of the Restated Certificate of Incorporation of the Corporation (as heretofore amended, the “Restated Certificate”) is hereby amended in its entirety to read as follows:

“SIXTH: The Company shall indemnify any and all persons whom it has the power to indemnify pursuant to the Delaware General Corporation Law against any and all expenses, judgments, fines amounts paid in settlement, and any other liabilities to the fullest extent permitted by such Law and may, at the discretion of the Board of Directors, purchase and maintain insurance, at its expense, to protect itself and such persons against any such expense, judgment, fine, amount paid in settlement or other liability, whether or not the Company would have the power to so indemnify such person under the Delaware General Corporation Law.

A director or officer of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Company shall not adversely affect any right or protection of a director or officer of the Company existing at the time of such repeal or modification.”

2. The foregoing amendments to the Restated Certificate were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this 29^th day of May 2025.

MATTEL, INC.
By:	/s/ Jonathan Anschell
Name: Jonathan Anschell
Title: Executive Vice President, Chief Legal Officer, and Secretary

XML

Document and Entity Information	May 28, 2025
Cover [Abstract]
Entity Registrant Name	MATTEL INC /DE/
Amendment Flag	false
Entity Central Index Key	0000063276
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	May 28, 2025
Entity Incorporation State Country Code	DE
Entity File Number	001-05647
Entity Tax Identification Number	95-1567322
Entity Address, Address Line One	333 Continental Boulevard
Entity Address, City or Town	El Segundo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90245-5012
City Area Code	(310)
Local Phone Number	252-2000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $1.00 per share
Trading Symbol	MAT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false