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

Item 5.02.

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

(a) to the terms of our By-Laws, as amended by our Board
following stockholders approval at our 2014 Annual Meeting, an
incumbent director who fails to receive a majority of the votes
cast in an uncontested election shall, within five days following
the certification of the election results, tender his or her
written resignation to our Chairman of the Board for
consideration by our board of directors Nominating and Governance
Committee (the Committee). In connection with our 2016 Annual
Meeting of Stockholders, which was held on December 16, 2016, Mr.
Alexander Shoghi did not receive a majority vote and,
accordingly, tendered his resignation to the Board following our
2016 Annual Meeting of Stockholders.

to the Director Resignation Policy adopted by our Board following
our 2014 Annual Meeting, the Committee is to consider such
resignation and make a recommendation to our Board concerning the
acceptance or rejection of such resignation. On February 16,
2017, based upon the recommendation of the Committee, for the
reasons discussed below, the Board determined not to accept Mr.
Shoghis resignation.

As disclosed in our proxy statement, Mr. Shoghi has expertise in
capital management with his background in banking and finance.
Mr. Shoghi contributed meaningfully in the Companys enhanced
strategic focus and on the Companys efforts in maintaining a
solid financial position. In 2016, the Board undertook a
comprehensive strategic review process aimed at increasing
long-term shareholder value by enhancing the Companys financial
standing. That review culminated in the negotiation and
repurchase of outstanding stock and debentures which improved the
Companys financial flexibility by reducing its debt load. Mr.
Shoghi played a meaningful role in the strategic review process
which involved considerable analysis, debate and evaluation of a
myriad of complex opportunities and alternatives.

As one of the Companys independent directors, Mr. Shoghi also
played an important, and necessary role, as a member of the Audit
Committee.

Mr. Shoghi was on the Board for only one year, and during that
period demonstrated his seriousness and diligence as a director
and performed his duties as a director in a diligent and
effective manner and worked hard on behalf of the Company. The
Committee noted that Mr. Shoghi regularly attended meetings of
the Board and of the Audit Committee, that he was fully prepared
for, and engaged in, those meetings and that the advice he
presented at those meetings were considered to be significant
contributions and in the Companys best interest.

Mr. Shoghi received 46% of the votes cast at the meeting, which,
while not a majority, was not substantially less than a majority,
and given his contributions to the Board, and the skills and
knowledge he brought to the Board, the Committee recommended that
his service as a director be continued.

However, the Committee also noted that if Mr. Shoghi receives the
approval of the holders of less than a majority of the shares
represented at the next annual meeting, the Committee anticipates
that it would recommend that his resignation be accepted after
such meeting.

(e) On February 16, 2017, the Board approved the Companys entry
into a Director and Officer Indemnification Agreement with each
of its directors and such other officers as the Board determines
from time to time. The agreement requires us, among other things,
to indemnify them against certain liabilities which may arise by
reason of their status or service as a director or officer (other
than liabilities arising from conduct for which indemnification
by the Company is prohibited by law, or taken in bad faith, or
willful or knowing unlawful conduct) and in certain cases to
advance their expenses. A copy of the Agreement is annexed hereto
in its entirety as an exhibit.

Item 9.01.

Financial Statements and Exhibits.

Exhibit	Description
10.1	Form of Director and Officer Indemnification Agreement.

About JAKKS PACIFIC, INC. (NASDAQ:JAKK)

JAKKS Pacific, Inc. is a multi-line, multi-brand toy company. The Company designs, produces, markets and distributes toys and related products, pet toys, consumables and related products, electronics and related products, kids indoor and outdoor furniture, and other consumer products. The Company operates through two business segments: traditional toys and electronics, and role play, novelty and seasonal toys. The traditional toys and electronics segment includes action figures, vehicles, playsets, plush products, dolls, accessories, electronic products, construction toys, infant and pre-school toys, foot to floor ride-on vehicles, wagons and pet products and related products. The role play, novelty and seasonal segment includes role play and dress-up products, novelty toys, seasonal and outdoor products, indoor and outdoor kids’ furniture and Halloween and everyday costume play.

JAKKS PACIFIC, INC. (NASDAQ:JAKK) Recent Trading Information

JAKKS PACIFIC, INC. (NASDAQ:JAKK) closed its last trading session up +0.65 at 5.70 with 730,915 shares trading hands.