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Mattel (NASDAQ: MAT) investors back equity plan, director slate and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Mattel, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 28, 2026. Stockholders approved an amendment and restatement of the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, increasing the number of shares of common stock that may be issued under the plan by 2,155,000 shares and extending the plan’s termination date to March 19, 2036.

All director nominees listed in the proxy were elected by a majority of votes cast. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026 and approved, on a non-binding advisory basis, the compensation of Mattel’s named executive officers and the 2026 Restatement of the plan.

Positive

  • None.

Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 2,155,000 shares Additional Mattel common shares issuable under Restated Plan
Plan termination date March 19, 2036 New termination date for Restated 2010 Equity and Long-Term Compensation Plan
Auditor ratification votes for 265,816,715 votes Votes cast for ratifying PricewaterhouseCoopers LLP for 2026
Say-on-pay votes for 236,401,260 votes Advisory approval of named executive officer compensation
Equity plan restatement votes for 236,024,891 votes Approval of 2026 Restatement of equity and long-term compensation plan
Annual meeting date May 28, 2026 Date of Mattel’s 2026 Annual Meeting of Stockholders
Amended and Restated 2010 Equity and Long-Term Compensation Plan financial
"The 2026 Restatement increases the number of shares of Mattel's common stock that may be issued under the Plan"
non-binding, advisory basis financial
"Proposal 3, a proposal to approve, on a non-binding, advisory basis, the compensation of Mattel's named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
broker non-votes regulatory
"Votes Cast "FOR" | Votes Cast "AGAINST" | Abstentions | Broker Non-Votes 236,024,891 | 17,624,209 | 334,608 | 16,139,843"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"a proposal to ratify the selection of PricewaterhouseCoopers LLP as Mattel's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Definitive Proxy Statement on Schedule 14A regulatory
"The Restated Plan is described in more detail in Mattel's Definitive Proxy Statement on Schedule 14A"
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Understanding 8-K Material Events →
0000063276false00000632762026-05-282026-05-28
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):
May 28, 2026
______________________________________________
MATTEL, INC.
(Exact name of registrant as specified in its charter)
 ______________________________________________
 
Delaware
 
001-05647
 
95-1567322
(State or other jurisdiction
of incorporation)
 
(Commission
File No.)
 
(I.R.S. Employer
Identification No.)
333 Continental Boulevard
El Segundo, California 90245-5012
(Address of principal executive offices)
Registrant's telephone number, including area code
(310) 252-2000
N/A
(Former name or former address, if changed since last report)
  ______________________________________________ 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $1.00 per share
MAT
The Nasdaq Global Select Market
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.    ☐
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Mattel, Inc. (the "Company" or "Mattel") held its 2026 Annual Meeting of Stockholders on May 28, 2026 (the "Annual
Meeting"). As reported below, at the Annual Meeting, the Company's stockholders approved the amendment and restatement of
the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the "2026 Restatement"). The 2026
Restatement, effective May 28, 2026, amends the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term
Compensation Plan (the "Plan," and as amended, the "Restated Plan").
The 2026 Restatement increases the number of shares of Mattel's common stock that may be issued under the Plan by 2,155,000
shares. In addition to the increase in the share reserve, the 2026 Restatement includes only one other change to the Plan, which
is to extend the termination date of the Plan to March 19, 2036.
The Restated Plan is described in more detail in Mattel's Definitive Proxy Statement on Schedule 14A, as filed with the
Securities and Exchange Commission on April 14, 2026 (the "Proxy Statement"). The description of the Restated Plan is
qualified in its entirety by reference to the full text of the Restated Plan, a copy of which is attached hereto as Exhibit 10.1.
Item  5.07. Submission of Matters to a Vote of Security Holders.
The proposals considered at the Annual Meeting are described in the Proxy Statement, and the final voting results are set forth
below.
Each of the nominees for director listed in Proposal 1 in the Proxy Statement was elected by a majority of the votes cast, as
follows:
Name of Nominee
Votes Cast
"FOR"
Votes Cast
"AGAINST"
Abstentions
Broker
Non-Votes
Adriana Cisneros
189,965,410
14,505,857
49,512,441
16,139,843
Diana Ferguson
191,059,371
13,909,041
49,015,296
16,139,843
Julius Genachowski
238,340,482
15,532,262
110,964
16,139,843
Prof. Noreena Hertz
190,375,550
14,591,282
49,016,876
16,139,843
Ynon Kreiz
238,080,506
15,786,433
116,769
16,139,843
Soren Laursen
191,094,566
13,870,957
49,018,185
16,139,843
Roger Lynch
191,047,194
13,918,011
49,018,503
16,139,843
Dominic Ng
188,747,677
16,217,908
49,018,123
16,139,843
Dr. Judy Olian
189,419,546
15,050,312
49,513,850
16,139,843
Dawn Ostroff
240,629,527
13,244,726
109,455
16,139,843
Proposal 2, a proposal to ratify the selection of PricewaterhouseCoopers LLP as Mattel's independent registered public
accounting firm for the year ending December 31, 2026, was approved by the following vote:
Votes Cast "FOR"
Votes Cast "AGAINST"
Abstentions
Broker Non-Votes
265,816,715
4,136,113
170,723
N/A
Proposal 3, a proposal to approve, on a non-binding, advisory basis, the compensation of Mattel's named executive officers, was
approved by the following vote:
Votes Cast "FOR"
Votes Cast "AGAINST"
Abstentions
Broker Non-Votes
236,401,260
17,292,683
289,765
16,139,843
Proposal 4, a proposal to approve the 2026 Restatement, was approved by the following vote:
Votes Cast "FOR"
Votes Cast "AGAINST"
Abstentions
Broker Non-Votes
236,024,891
17,624,209
334,608
16,139,843
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
 
Exhibit No.
  
Exhibit Description
10.1
Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan
104
Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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.
 
MATTEL, INC.
Registrant
By:
/s/ Jonathan Anschell
 
Name:
Jonathan Anschell
 
Title:
Executive Vice President, Chief Legal
Officer, and Secretary
Dated: June 2, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Mattel (MAT) shareholders approve at the 2026 annual meeting?

Mattel shareholders approved amending and restating its 2010 Equity and Long-Term Compensation Plan, adding 2,155,000 shares to the share reserve and extending the plan’s termination date to March 19, 2036. They also backed all director nominees and key governance proposals.

How many additional shares were authorized under Mattel (MAT) equity plan?

The amended Mattel equity and long-term compensation plan increases the share reserve by 2,155,000 shares of common stock. These shares support future equity awards to employees and executives under the Restated Plan, effective May 28, 2026, following shareholder approval.

Did Mattel (MAT) shareholders approve executive compensation in 2026?

Yes, shareholders approved, on a non-binding advisory basis, the compensation of Mattel’s named executive officers. The say-on-pay proposal received 236,401,260 votes for, 17,292,683 against and 289,765 abstentions, with 16,139,843 broker non-votes recorded in the tally.

Who is Mattel’s (MAT) independent auditor for the year ending 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Mattel’s independent registered public accounting firm for the year ending December 31, 2026. The ratification vote totaled 265,816,715 for, 4,136,113 against and 170,723 abstentions, with no broker non-votes applicable to this proposal.

Were all Mattel (MAT) director nominees elected at the 2026 meeting?

All director nominees listed in Proposal 1 were elected by a majority of votes cast. Each nominee, including Adriana Cisneros, Ynon Kreiz and others, received more votes “for” than “against,” with additional abstentions and broker non-votes reported for each director.

What is the new termination date of Mattel’s Restated equity plan?

The Restated Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan now has a termination date of March 19, 2036. This extension, along with the increased share reserve, became effective May 28, 2026 after shareholder approval of the 2026 Restatement.

Filing Exhibits & Attachments

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