JAKKS Pacific shareholders reject executive pay plan

JAKKS Pacific, Inc. reported the results of its annual shareholder meeting held online on June 5, 2026.

Rhea-AI Filing Summary

JAKKS Pacific, Inc. reported the results of its annual shareholder meeting held online on June 5, 2026. Stockholders elected Class III director Lori MacPherson with 6,049,474 votes for and 2,802,028 withheld. They also ratified BDO USA, P.C. as independent auditors for 2026 with 9,719,318 votes for, 94,228 against, and 715 abstentions.

In an advisory vote, shareholders did not approve the compensation of the company’s named executive officers, with 4,094,720 votes for, 4,507,999 against, and 248,783 abstentions. This non-binding result signals meaningful shareholder concern around executive pay practices.

Positive

• None.

Negative

• Advisory vote on executive compensation failed, with 4,507,999 votes against versus 4,094,720 for, signaling shareholder dissatisfaction with current pay practices for named executive officers.

Insights

Corporate governance analyst

Director and auditor votes passed, but executive pay was voted down.

Shareholders supported board stability at JAKKS Pacific by re-electing director Lori MacPherson and strongly backing BDO USA, P.C. as the 2026 independent auditor. These outcomes indicate general confidence in board composition and financial oversight.

The failed advisory vote on named executive officer compensation highlights a clear disconnect between shareholders and the board on pay structure or quantum. While the vote is non-binding, boards typically take such results seriously and may revisit pay design in future proxy materials.

Subsequent proxy statements and governance disclosures will show how the board responds to this feedback, particularly any changes to incentive metrics, performance goals, or overall pay levels for senior management.

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.

Key Figures

Director election votes for: 6,049,474 votes Director election votes withheld: 2,802,028 votes Auditor ratification votes for: 9,719,318 votes +4 more

7 metrics

Director election votes for 6,049,474 votes Votes for Class III director Lori MacPherson

Director election votes withheld 2,802,028 votes Votes withheld for Lori MacPherson

Auditor ratification votes for 9,719,318 votes Ratification of BDO USA, P.C. for 2026

Auditor ratification votes against 94,228 votes Opposing BDO USA, P.C. ratification

Say-on-pay votes for 4,094,720 votes Advisory vote to approve executive compensation

Say-on-pay votes against 4,507,999 votes Opposing executive compensation proposal

Say-on-pay abstentions 248,783 votes Abstentions on executive compensation advisory vote

Key Terms

Annual Meeting of Stockholders, independent certified public accountants, advisory vote, broker held non-voted shares

4 terms

Annual Meeting of Stockholders financial

"in connection with our Annual Meeting of Stockholders, which was held virtually"

independent certified public accountants financial

"appointment by the Board of Directors of BDO USA, P.C. as our independent certified public accountants for 2026"

advisory vote financial

"an advisory vote to approve the compensation of our named executive officers, which matter was not approved"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

broker held non-voted shares financial

"There were 962,759 broker held non-voted shares represented at the Meeting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did JAKKS Pacific (JAKK) shareholders approve at the 2026 annual meeting?

Shareholders approved the re-election of Class III director Lori MacPherson and ratified BDO USA, P.C. as independent auditors for 2026, with 9,719,318 votes for, 94,228 against, and 715 abstentions on the auditor ratification.

How did JAKKS Pacific (JAKK) shareholders vote on executive compensation?

Shareholders did not approve the advisory vote on named executive officer compensation. The proposal received 4,094,720 votes for, 4,507,999 against, and 248,783 abstentions, indicating notable shareholder concern about the current executive pay program.

Who was elected to JAKKS Pacific’s (JAKK) board at the 2026 meeting?

Lori MacPherson was elected as a Class III director. She received 6,049,474 votes for and 2,802,028 votes withheld. Broker non-votes were present on this item, but she still obtained a majority of the votes cast.

Which audit firm will serve JAKKS Pacific (JAKK) for 2026?

Shareholders ratified BDO USA, P.C. as JAKKS Pacific’s independent certified public accountants for 2026. The ratification passed with 9,719,318 votes for, 94,228 against, and 715 abstentions, and there were no broker non-votes on this item.

Is the JAKKS Pacific (JAKK) say-on-pay vote binding on the company?

The executive compensation vote is advisory and non-binding. However, the failure to secure approval often prompts boards to review pay practices and consider adjustments in future compensation and proxy disclosures to better align with shareholder expectations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 06:01 AM Learn about SEC filing dates

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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 5, 2026

JAKKS PACIFIC, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-28104		95-4527222
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				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 April 22, 2026 to our stockholders of record as of April 8, 2026 in connection with our Annual Meeting of Stockholders, which was held virtually (online) on June 5, 2026. At the Meeting, the stockholders voted on three matters as follows: (i) election of one Class III Director, and the nominee (MacPherson) was elected, (ii) the ratification of our auditors, which was approved, and (iii) an advisory vote concerning compensation of our named executive officers, which was not approved.

The first matter was the election of the member of Class III of the Board of Directors. The nominee received a majority of the votes cast and was elected and the tabulation of the votes (both in person and by proxy) was as follows:

Nominee for Directors		For				Withheld
Lori MacPherson			6,049,474				2,802,028

There were 962.759 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, P.C. as our independent certified public accountants for 2026, which matter was approved. The tabulation of the votes (both in person and by proxy) was as follows:

For		Against		Abstentions
9,719,318		94,228		715

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 not approved. The tabulation of the votes (both in person and by proxy) was as follows:

For		Against		Abstentions
4,094,720		4,507,999		248,783

There were 962,759 broker held non-voted shares represented at the Meeting with respect to this matter.

1

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 11, 2026	By:	/s/ JOHN L. KIMBLE
		John L. Kimble, CFO

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB