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 10, 2011
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) |
(310) 252-2000
Registrant’s telephone number, including area code:
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 10, 2011, the Board of Directors of Mattel, Inc. (“Mattel”) elected Dirk Van de Put as a new director of Mattel, effective as of December 1, 2011. The election will increase the number of Mattel directors from 11 to 12. In accordance with Mattel’s director compensation program, Mr. Van de Put will be entitled to a retainer of $100,000 and a grant of restricted stock units valued at $100,000 based on the closing price of Mattel’s common stock on the grant date of December 1, 2011.
Mr. Van de Put, 51, has served as president and chief executive officer of McCain Foods Limited (“McCain”) since July 2011. Prior to that, Mr. Van de Put served as chief operating officer of McCain and was responsible for overseeing the company’s integrated global supply chain. Prior to joining McCain, Mr. Van de Put served as chief executive officer of Novartis AG, a $3-billion global over-the-counter consumer health business. Mr. Van de Put has also held senior executive positions at other large corporations, including president of the Americas division at Groupe Danone, president of the Caribbean division of the Coca-Cola Company and over a decade of leadership positions with Mars, Inc., one of the world’s leading food manufacturers.
Mr. Van de Put has not yet been named to a committee of the Board of Directors.
There are no transactions between Mr. Van de Put and Mattel that would be reportable under Item 404(a) of Regulation S-K.
| Item 5.02. | Departure of Director. |
On November 10, 2011, Tully M. Friedman, a Mattel director since 1984, notified the Chairman of Mattel’s Board of Directors that he intends to retire from the Board of Directors at the end of his current term. Accordingly, Mr. Friedman will not stand for re-election as a director at Mattel’s Annual Meeting of Stockholders, which will be held in May 2012. Given Mr. Friedman’s intention to retire from the Board of Directors at that time, the independent directors of the Board of Directors have selected Christopher A. Sinclair to succeed Mr. Friedman as independent presiding director and as chair of the Executive Committee of the Board of Directors, effective as of November 10, 2011. In addition to these new roles on the Board of Directors, Mr. Sinclair will retain his current responsibilities as chair of the Audit Committee. Mr. Friedman will retain his current responsibilities as chair of the Finance Committee and will continue to serve as a member of the Executive and Compensation Committees of the Board of Directors through the end of his term.
Section 7 – Regulation FD
| Item 7.01. | Regulation FD Disclosure. |
On November 10, 2011, Mattel issued a press release regarding the election of Mr. Van de Put and the announced retirement of Mr. Friedman from 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. |
| (a) | Financial statements of businesses acquired: None |
| (b) | Pro forma financial information: None |
| (c) | Shell company transactions: None |
| (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 10, 2011 | |
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. | ||||||
| Date: November 10, 2011 | By: | /s/ ROBERT NORMILE | ||||
| Name: Robert Normile Title: Executive Vice President, Chief Legal Officer and Secretary | ||||||
EXHIBIT 99.1
| FOR IMMEDIATE RELEASE |
Media Contact: | Jules Andres Mattel, Inc. 310-252-3529 |
Mattel Elects Dirk Van de Put to Its Board of Directors
EL SEGUNDO, Calif., November 10, 2011 – Mattel, Inc. [NASDAQ:MAT] today announced the election of Dirk Van de Put, president and chief executive officer of McCain Foods Limited, to the Mattel Board of Directors, effective as of December 1, 2011. This election will increase the number of Mattel Board members from 11 to 12.
“Dirk’s extensive leadership experience in diverse, global businesses, coupled with his in-depth knowledge of the consumer packaged goods industry, including global retail and operations, can only enhance and add value to the Board’s global business perspective,” said Robert A. Eckert, chairman and chief executive officer of Mattel. “We look forward to welcoming him to our team.”
Mr. Van de Put is an established business leader with significant global experience and more than 20 years in the food and consumer packaged goods industry. Appointed president and chief executive officer of McCain Foods Limited in July 2011, Mr. Van de Put also served as chief operating officer and was responsible for overseeing the company’s integrated global supply chain. Prior to joining McCain, Mr. Van de Put served as chief executive officer of Novartis AG, a $3 billion global over-the-counter consumer health business. Mr. Van de Put’s background also includes various senior executive positions, including president of the Americas division at Groupe Danone, president of the Caribbean division of the Coca-Cola Company and more than a decade of leadership positions with Mars, Inc., one of the world’s leading food manufacturers.
Mr. Van de Put is fluent in a variety of languages, including English, Dutch, French, Spanish, Portuguese and German. He also holds a degree in veterinary medicine from the University of Ghent and an M.B.A. from the University of Antwerp.
Additionally, Tully M. Friedman, a Mattel director since 1984, has informed the company that he intends to retire from the Board at the end of his current term. Accordingly, Mr. Friedman will not stand for re-election at the company’s Annual Meeting of Stockholders, which will be held in May 2012. Mr. Friedman serves as the Board’s independent presiding director, chair of the Executive and Finance committees, as well as a member of the Compensation Committee.
Given Mr. Friedman’s intention to retire from the Board in May 2012, the independent directors of the Board have selected Christopher A. Sinclair to succeed Mr. Friedman as independent presiding director and as chair of the Executive Committee, effective today. In addition to these new roles on the Board, Mr. Sinclair will retain his current responsibilities as chair of the Audit Committee. Mr. Friedman will retain his current responsibilities as chair of the Finance Committee and will continue to serve as a member of the Executive and Compensation committees through the end of his term.
“I want to personally thank Tully for his 28 years of service to Mattel. I have appreciated his thought leadership, dedication and integrity, and his counsel will be missed,” said Eckert. “I also want to thank Chris for taking a leadership role on the Board. During his 15-year tenure, he has demonstrated a level of commitment and engagement that will serve the company well in his new role.”
About McCain Foods Limited
McCain Foods Limited is an international leader in the frozen food industry, employing 20,000 people and operating 50 production facilities on six continents. A privately owned company based in Florenceville, New Brunswick, McCain generates annual sales in excess of CDN $6 billion. The world’s largest manufacturer of frozen potato specialties, McCain also produces frozen pizza, appetizers, oven meals, juice and desserts. The company’s products can be found in thousands of restaurants and supermarket freezers in more than 160 countries around the world. McCain also owns The Day & Ross Transportation Group – based in Hartland, New Brunswick – one of the largest transportation companies in Canada.
About Mattel
As the worldwide leader in play, the Mattel family comprises such best-selling brands as Barbie®, the most popular fashion doll ever introduced, Hot Wheels®, American Girl® and Fisher Price® brands, which includes Little People®, Power Wheels® and a wide array of entertainment-inspired toy lines. In 2011, Mattel was named as one of FORTUNE Magazine’s “100 Best Companies to Work For” for the fourth year in a row, and was also ranked among Corporate Responsibility Magazine’s “100 Best Corporate Citizens.” With worldwide headquarters in El Segundo, Calif., Mattel employs approximately 31,000 people in 43 countries and territories and sells products in more than 150 nations. At Mattel, we are “Creating the Future of Play.” Follow Mattel on www.facebook.com/mattel and www.twitter.com/mattel.
###