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) |
Registrants 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 Mattels 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 Mattels 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 Mattels 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 Mattels common stock on the date of Mattels 2015 Annual Meeting of Stockholders), in accordance with Mattels 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 Adobes corporate brand, corporate communications and integrated marketing efforts worldwide and has spearheaded the transformation of the companys 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
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 companys 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, Anns 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 companys corporate brand, corporate communications and integrated marketing efforts in markets throughout the world and has spearheaded the transformation of the companys 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 companys corporate positioning, branding and identity, marketing campaigns, public relations, social media and field marketing programs. In addition, Ms. Lewnes oversees Adobes 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 companys 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 companys diverse portfolio of products.
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 organizations 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 Federations 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 bachelors 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. Mattels 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 Worlds Most Ethical Companies by Ethisphere Magazine and in 2014 ranked No. 5 on Corporate Responsibility Magazines 100 Best Corporate Citizens list. With worldwide headquarters in El Segundo, Calif., Mattels 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.
2