MATTEL, INC. (NASDAQ:MAT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensation
Arrangements of Certain Officers.

On May19, 2017, at the Annual Meeting of Stockholders (the Annual
Meeting) of Mattel, Inc. (Mattel), Mattels stockholders approved
the new Mattel Incentive Plan and the material terms of its
performance goals (the MIP), which replaced the Mattel Incentive
Plan approved by the stockholders at the 2012 annual meeting of
stockholders. The MIP will be effective for bonus opportunities
established after May19, 2017, the first bonus opportunity of
which is expected to be for performance during 2018. The MIP
previously had been approved by Mattels Board of Directors (the
Board), subject to stockholder approval.

The MIP is established for the purposes of focusing employees on
financial measures, linking compensation to the business
performance of Mattel and attracting and retaining highly
qualified employees by awarding cash-based bonus opportunities to
eligible employees. to the MIP, the Compensation Committee of the
Board (the Compensation Committee) will administer the MIP and
select the participants of the MIP from among Mattels employees.
The Compensation Committee will establish bonus opportunities for
performance periods, determining the performance goals that will
apply, the amount or amounts that each participant will be
eligible to earn at the specified level or levels of performance,
and the other terms and conditions. The MIP limits the maximum
annual bonus to $7 million per participant. The Compensation
Committee is expected to establish annual bonus opportunities not
later than 90 days after the beginning of each year. The MIP
authorizes the Compensation Committee to grant performance awards
that are intended to qualify as performance-based compensation
under Section162(m) of the Internal Revenue Code of 1986, as
amended.

In the event of a Change in Control (as defined in the MIP),
(i)any unpaid bonuses with respect to any performance periods
that ended before the date of the Change in Control shall be paid
out within 30 days after such Change in Control and (ii)with
respect to each performance period that includes the date of the
Change in Control, a bonus shall be paid within 30 days after
such Change in Control equal to the greater of (A) the pro-rated
target bonus, based upon the number of months, rounded up to the
nearest whole month, of the performance period until the date of
the Change in Control or (B)if determinable, the bonus amount
based on the actual achievement of the performance objectives
after appropriately adjusting for any shortened performance
period due to the Change in Control.

The foregoing summary description of the MIP is qualified in its
entirety by reference to the actual terms of the MIP attached as
Appendix A to Mattels Definitive Proxy Statement on Schedule 14A
(the Proxy Statement), as filed with the Securities and Exchange
Commission on April5, 2017.

Item5.07. Submission of Matters to a Vote of Security
Holders.

The Annual Meeting was held on May19, 2017.

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:

Proposal 2, a proposal to ratify the selection of
PricewaterhouseCoopers LLP as Mattels independent registered
public accounting firm for the year ending December31, 2017, was
approved by the following vote:

Proposal 3, a proposal to approve, on a non-binding, advisory
basis, the compensation of Mattels named executive officers, was
approved by the following vote:

Proposal 4, a proposal to determine, on a non-binding, advisory
basis, the frequency with which stockholders would have an
opportunity to approve, on a non-binding, advisory basis, the
compensation of Mattels named executive officers, was determined
as follows:

Proposal 5, a proposal to approve the new Mattel Incentive Plan
and the material terms of its performance goals, was approved by
the following vote:

Item9.01. Financial Statements and Exhibits.

About MATTEL, INC. (NASDAQ:MAT)

Mattel, Inc. manufactures and markets a range of toy products around the world. The Company’s segments are North America; International and American Girl. Its portfolio of brands and products are grouped into approximately four major brand categories, including Mattel Girls & Boys Brands, Fisher-Price Brands, American Girl Brands and Construction and Arts & Crafts Brands. The Mattel Girls & Boys Brands category includes Barbie fashion dolls, Monster High, Disney Classics, Ever After High, Little Mommy, and Polly Pocket, Hot Wheels and Matchbox vehicles and play sets, and CARS, Disney Planes, BOOMco, Toy Story, Max Steel, WWE Wrestling and DC Comics. The Fisher-Price Brands category includes Fisher-Price, Little People, BabyGear, Laugh & Learn, Imaginext, Thomas & Friends, Blaze and The Monster Machines, Shimmer and Shine, Mickey Mouse Clubhouse, Minnie Mouse, Octonauts, and Power Wheels. The Construction and Arts & Crafts Brands category includes MEGA BLOKS, RoseArt and Board Dudes.

MATTEL, INC. (NASDAQ:MAT) Recent Trading Information

MATTEL, INC. (NASDAQ:MAT) closed its last trading session down -0.14 at 21.75 with 6,734,574 shares trading hands.