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):

November 21, 2014

 

 

MATTEL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-05647   95-1567322

(State or other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS. Employer

Identification No.)

 

333 Continental Boulevard, El Segundo, California   90245-5012
(Address of Principal Executive Offices)   (Zip Code)

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))

 

 

 


Section 5 – Corporate Governance and Management

Item 5.02. Election of Director.

On November 21, 2014, the Board of Directors of Mattel, Inc. (“Mattel”) elected Ann Lewnes as a new director of Mattel, effective February 1, 2015. The election will increase the number of Mattel directors from 10 to 11. In accordance with Mattel’s director compensation program, Ms. Lewnes will be entitled to a cash retainer of $33,333 and a grant of restricted stock units valued at $43,333 (based on the closing price of Mattel’s common stock on the grant date of February 1, 2015), which represents a pro-ration of the annual director compensation based on the number of months (including partial months) she will serve from February 2015 to the date of Mattel’s 2015 Annual Meeting of Stockholders. If Ms. Lewnes is elected by the stockholders at the 2015 Annual Meeting of Stockholders, she will receive a retainer of $100,000 and a grant of restricted stock units valued at $130,000 (based on the closing price of Mattel’s common stock on the date of Mattel’s 2015 Annual Meeting of Stockholders), in accordance with Mattel’s director compensation program.

Ms. Lewnes, 53, has served as Senior Vice President and Chief Marketing Officer of Adobe Systems Incorporated (“Adobe”), a diversified software company that provides digital marketing and digital media solutions, since November 2006. At Adobe, Ms. Lewnes is responsible for Adobe’s corporate brand, corporate communications and integrated marketing efforts worldwide and has spearheaded the transformation of the company’s global marketing efforts to be digital-first and data-driven. Prior to Adobe, Ms. Lewnes was employed for more than 20 years with Intel Corporation, a leading semiconductor manufacturing company that designs, manufactures and sells integrated digital technology platforms worldwide, serving most recently as Vice President, Sales & Marketing, from January 2000 to November 2006.

Ms. Lewnes has not yet been named to a committee of the Board of Directors.

There are no transactions between Ms. Lewnes and Mattel that would be reportable under Item 404(a) of Regulation S-K.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On November 21, 2014, Mattel issued a press release regarding the election of Ms. Lewnes to the Board of Directors, a copy of which is furnished as Exhibit 99.1 hereto. This exhibit is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits:

This exhibit is furnished pursuant to Item 7.01 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

 

     

Exhibit No.  

 

Exhibit Description    

99.1   Press release dated November 21, 2014, announcing the appointment of Ann Lewnes to the Board of Directors of Mattel.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MATTEL, INC.
By:  

/s/ Robert Normile

Name:   Robert Normile
Title:  

Executive Vice President,

Chief Legal Officer and Secretary

Date: November 21, 2014



Exhibit 99.1

 

LOGO   

 

NEWS RELEASE

 

   

News Media

Alex Clark

310-252-6397

alex.clark@mattel.com

 

Securities Analysts

Drew Vollero

310-252-2703

drew.vollero@mattel.com

ANN LEWNES ELECTED TO MATTEL BOARD OF DIRECTORS

EL SEGUNDO, Calif., November 21, 2014 – Mattel, Inc. (NASDAQ: MAT) today announced that Ann Lewnes, 53, has been elected to the company’s Board of Directors, effective February 1, 2015. Ms. Lewnes currently serves as Senior Vice President and Chief Marketing Officer of Adobe Systems Inc., a position she has held since 2006.

“We are very pleased to welcome Ann to the Mattel Board of Directors,” said Bryan G. Stockton, Chairman and Chief Executive Officer of Mattel. “Ann brings a wealth of valuable global experience to Mattel, having held senior executive positions with industry-leading organizations like Adobe and Intel. Particularly as we work towards becoming an even more creative, consumer-centric company, Ann’s expertise in such areas as consumer marketing, corporate positioning and brand management will surely be of great benefit to Mattel.”

At Adobe, Ms. Lewnes oversees the company’s corporate brand, corporate communications and integrated marketing efforts in markets throughout the world and has spearheaded the transformation of the company’s global marketing efforts to be digital-first and data-driven. With responsibility for ensuring that Adobe and its products enjoy strong connections with customers and partners, Ms. Lewnes directs all of the company’s corporate positioning, branding and identity, marketing campaigns, public relations, social media and field marketing programs. In addition, Ms. Lewnes oversees Adobe’s internal communications and community relations efforts, including the Adobe Foundation, which funds philanthropic initiatives around the world.

Prior to joining Adobe in 2006, Ms. Lewnes held a variety of leadership positions with Intel Corporation, serving most recently as the company’s Vice President of Sales and Marketing. During her 20-year tenure with Intel, Ms. Lewnes was instrumental in developing and implementing global marketing strategies to position and differentiate the company’s diverse portfolio of products.


LOGO   

 

NEWS RELEASE

Ms. Lewnes serves on the Board of Directors of the Advertising Council – a position she has held since 2009 – and is a member of that organization’s Executive Committee. Additionally, she is a member of the Board of Directors of the Adobe Foundation, where she also serves as Secretary. Ms. Lewnes was elected to the American Advertising Federation’s Hall of Achievement in 2000, and in 2010 was honored with a “Changing the Game Award” by the Advertising Women of New York. She earned a bachelor’s degree from Lehigh University.

About Mattel

The Mattel family of companies (Nasdaq: MAT) is the worldwide leader in the design, manufacture and marketing of toys and family products. Mattel’s portfolio of best-selling brands includes Barbie®, the most popular fashion doll ever produced, Hot Wheels®, Monster High®, American Girl®, Thomas & Friends® and Fisher-Price® brands, including Little People® and Power Wheels®, MEGA® Brands, including MEGA BLOKS® and RoseArt®, as well as a wide array of entertainment-inspired toy lines. In 2013, Mattel was named one of the “World’s Most Ethical Companies” by Ethisphere Magazine and in 2014 ranked No. 5 on Corporate Responsibility Magazine’s “100 Best Corporate Citizens” list. With worldwide headquarters in El Segundo, Calif., Mattel’s companies employ nearly 30,000 people in 40 countries and territories and sell products in more than 150 nations. At Mattel, we are Creating the Future of Play. Visit us at www.mattel.com, www.facebook.com/mattel or www.twitter.com/mattel.

 

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