0001523711-20-000027.txt : 20200702 0001523711-20-000027.hdr.sgml : 20200702 20200702153236 ACCESSION NUMBER: 0001523711-20-000027 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200624 FILED AS OF DATE: 20200702 DATE AS OF CHANGE: 20200702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOTZKE STEVE CENTRAL INDEX KEY: 0001666142 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05647 FILM NUMBER: 201008941 MAIL ADDRESS: STREET 1: 333 CONTINENTAL BOULEVARD STREET 2: TWR 15-1 CITY: EL SEGUNDO STATE: CA ZIP: 90245 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MATTEL INC /DE/ CENTRAL INDEX KEY: 0000063276 STANDARD INDUSTRIAL CLASSIFICATION: DOLLS & STUFFED TOYS [3942] IRS NUMBER: 951567322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 CONTINENTAL BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3102522000 3 1 wf-form3_159371834066624.xml FORM 3 X0206 3 2020-06-24 0 0000063276 MATTEL INC /DE/ MAT 0001666142 TOTZKE STEVE 333 CONTINENTAL BLVD. EL SEGUNDO CA 90245 0 1 0 0 EVP, Chief Comm Officer Common Stock 19597 D Employee Stock Option - Right to Buy - Granted 08/01/2012 34.76 2022-08-01 Common Stock 11514.0 D Employee Stock Option - Right to Buy - Granted 08/01/2013 42.7 2023-08-01 Common Stock 12799.0 D Employee Stock Option - Right to Buy - Granted 08/01/2014 35.25 2024-08-01 Common Stock 26228.0 D Employee Stock Option - Right to Buy - Granted 07/31/2015 23.21 2025-07-31 Common Stock 64767.0 D Employee Stock Option - Right to Buy - Granted 08/01/2016 32.72 2026-08-01 Common Stock 67073.0 D Employee Stock Option - Right to Buy - Granted 08/01/2017 19.72 2027-08-01 Common Stock 122616.0 D Employee Stock Option - Right to Buy - Granted 08/01/2018 15.78 2028-08-01 Common Stock 54745.0 D Employee Stock Option - Right to Buy - Granted 08/01/2019 13.59 2029-08-01 Common Stock 88063.0 D Restricted Stock Units - Granted 08/01/2017 Common Stock 2587.0 D Restricted Stock Units - Granted 08/01/2018 Common Stock 12738.0 D Restricted Stock Units - Granted 08/01/2019 Common Stock 11038.0 D The stock option was granted pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan. The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the thrid anniversary of the date of grant. The stock option was granted pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (the "Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the third anniversary of the date of grant. The Restricted Stock Units (the "RSUs" or "Units") vest as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the Reporting Person will receive one share of Mattel, Inc. Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the date of vesting), subject to tax withholding. The RSUs were granted pursuant to the Plan. Each Unit represents a contingent right to receive one share of Mattel, Inc. Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share). Exhibit 24 - Power of Attorney /s/ Tiffani Magri, Attorney-in-Fact for Steven B. Totzke 2020-07-02 EX-24 2 poa-totzkex2020.htm POA - TOTZKE Exhibit

POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints each of Robert Normile, Tiffani Magri, Robert Efthimos, and Lilian Balasanian signing singly, the undersigned’s true and lawful attorney-in-fact to:

1)
prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

2)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Mattel, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

3)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform, in connection with the foregoing, any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of June, 2020.

/s/ Steven B. Totzke
Signature
 
Steven B. Totzke
Print Name