Jakks Pacific 2025 AGM: Directors Win, Auditor Approved, Pay Vote Split

Rhea-AI Filing Summary

On 20 June 2025, Jakks Pacific, Inc. (NASDAQ: JAKK) filed a Form 8-K disclosing the results of its virtual 2025 Annual Meeting of Stockholders.

Three proposals were presented and all received majority support:

• Election of three Class II directors: Alexander Shoghi (6,748,932 for / 1,377,079 withheld), Jonathan R. Liebman (8,080,913 for / 45,098 withheld) and Jordan Moelis (8,081,003 for / 45,008 withheld) were elected. There were 1,403,372 broker non-votes.
• Ratification of independent auditor: BDO USA was ratified with 9,438,536 votes for, 86,580 against and 4,267 abstentions. No broker non-votes were recorded.
• Advisory vote on executive compensation (Say-on-Pay): Approved with 4,603,326 votes for, 3,052,675 against and 470,010 abstentions; 1,403,372 broker non-votes were noted.

The filing contains no financial performance data, strategic transactions or guidance updates; it strictly reports shareholder voting outcomes and includes the CFO’s signature.

Positive

• All three Class II director nominees were elected, ensuring board continuity and minimizing governance disruption.
• Auditor ratification passed with 99% support, reflecting shareholder confidence in financial reporting integrity.

Negative

• Executive compensation received 38% opposition, a relatively high level that may signal shareholder dissatisfaction and future governance scrutiny.
• 16% of votes were withheld from director Alexander Shoghi, indicating uneven support within the board slate.

Insights

Corporate Governance Expert

TL;DR – All proposals passed, but 38% opposed pay.

The annual meeting produced routine yet informative governance results. Director support ranged from 83% (Shoghi) to 99% (Moelis/Liebman), indicating satisfactory but uneven shareholder confidence. BDO’s auditor ratification passed with 99% in favour, a strong endorsement of the firm’s audit relationship. However, the Say-on-Pay vote drew a sizable 38% opposition, signalling growing discontent with executive compensation practices. While advisory, such opposition can prompt board engagement and potential plan adjustments. There were no new strategic disclosures, so the impact on valuation is limited to governance perception.

Portfolio Manager

TL;DR – Routine meeting; mild governance yellow flag on pay vote.

From a portfolio standpoint the filing is largely neutral. Continuity of board leadership and stable auditor relationship reduce immediate risk. The near-40% dissent on compensation deserves monitoring; persistent high dissent can foreshadow activist attention or changes in leadership incentives. Absent earnings or transaction news, today’s disclosure does not alter the investment thesis or financial outlook for JAKK.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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): June 20, 2025

JAKKS PACIFIC, INC.

 (Exact name of registrant as specified in its charter)

Delaware		0-28104		95-4527222
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2951 28th Street, Santa Monica, California		90405
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (424) 268-9444

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $.001 par value		JAKK		NASDAQ Global Select Market

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. ☐

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

We mailed a Notice on or about May 8, 2025 to our stockholders of record as of April 23, 2025 in connection with our Annual Meeting of Stockholders, which was held virtually (online) on June 20, 2025. At the Meeting, the stockholders voted on three matters as follows: (i) election of three Class II Directors, and all of the nominees (Shoghi, Liebman and Moelis ) were elected, (ii) the ratification of our auditors, which was approved, and (iii) an advisory vote concerning compensation of our named executive officers, which was approved.

The first matter was the election of the members of Class II of the Board of Directors. All of the nominees received a majority of the votes cast and were elected and the tabulation of the votes (both in person and by proxy) was as follows:

Nominees for Directors		For				Withheld
Alexander Shoghi			6,748,932				1,377,079
Jonathan R. Liebman			8,080,913				45,098
Jordan Moelis			8,081,003				45,008

There were 1,403,372 broker held non-voted shares represented at the Meeting with respect to this matter.

The second matter upon which the stockholders voted was the proposal to ratify the appointment by the Board of Directors of BDO USA as our independent certified public accountants for 2025, which matter was approved. The tabulation of the votes (both in person and by proxy) was as follows:

For		Against		Abstentions
9,438,536		86,580		4,267

There were no broker held non-voted shares represented at the Meeting with respect to this matter.

The third matter upon which the stockholders voted was an advisory vote to approve the compensation of our named executive officers, which matter was approved. The tabulation of the votes (both in person and by proxy) was as follows:

For		Against		Abstentions
4,603,326		3,052,675		470,010

There were 1,403,372 broker held non-voted shares represented at the Meeting with respect to this matter.

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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.

	JAKKS PACIFIC, INC.
Dated: June 20, 2025
	By:	/s/ JOHN L. KIMBLE
		John L. Kimble, CFO

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FAQ

What were the 2025 director election results for JAKK?

Shoghi: 6.75 M for / 1.38 M withheld; Liebman: 8.08 M for / 0.045 M withheld; Moelis: 8.08 M for / 0.045 M withheld.

Did Jakks Pacific shareholders approve the 2025 Say-on-Pay proposal?

Yes, it passed with 4.60 M for and 3.05 M against, plus 0.47 M abstentions.

Was BDO USA ratified as JAKK's independent auditor for 2025?

Yes, with 9.44 M votes in favour versus 0.09 M against and 0.004 M abstentions.

How many broker non-votes were recorded in the 2025 meeting?

1,403,372 broker non-votes affected the director election and Say-on-Pay items, none on auditor ratification.

Does the 8-K include any financial performance or guidance updates?

No, the filing solely reports shareholder voting outcomes; it contains no earnings or guidance information.