Mattel shareholders approve equity plan restatement

Mattel, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 28, 2026.

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.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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, or exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 2,155,000 shares Plan termination date: March 19, 2036 Auditor ratification votes for: 265,816,715 votes +3 more

6 metrics

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

Key Terms

Amended and Restated 2010 Equity and Long-Term Compensation Plan, non-binding, advisory basis, broker non-votes, independent registered public accounting firm, +1 more

5 terms

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"

FAQ

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

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.

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

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Accepted by SEC EDGAR 06/02/2026 - 04:47 PM Learn about SEC filing dates

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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 156.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB