-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S3+HNOiE8zQooPXkm/B1oxFQzItXa3sGNvMTeOwfslV0bGdSFXbBxzDpfhksiOI1 DZ03vKsAHNWgcgmjTDmkag== 0001454197-09-000011.txt : 20090803 0001454197-09-000011.hdr.sgml : 20090801 20090803154424 ACCESSION NUMBER: 0001454197-09-000011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090801 FILED AS OF DATE: 20090803 DATE AS OF CHANGE: 20090803 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MATTEL INC /DE/ CENTRAL INDEX KEY: 0000063276 STANDARD INDUSTRIAL CLASSIFICATION: DOLLS & STUFFED TOYS [3942] IRS NUMBER: 951567322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 CONTINENTAL BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3102522000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOUGLAS DIANNE CENTRAL INDEX KEY: 0001111191 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05647 FILM NUMBER: 09980177 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2009-08-01 0000063276 MATTEL INC /DE/ MAT 0001111191 DOUGLAS DIANNE 333 CONTINENTAL BOULEVARD EL SEGUNDO CA 90245 0 1 0 0 SVP Investor Relations & Treas Common stock 2009-08-01 4 M 0 3500 A 6417 D Common stock 2009-08-01 4 F 0 1252 17.58 D 5165 D Common stock 2009-08-01 4 M 0 3500 A 8665 D Common stock 2009-08-01 4 F 0 1252 17.58 D 7413 D Restricted Stock Units 2009-08-01 4 M 0 3500 0 D Common stock 3500 0 D Restricted Stock Units 2009-08-01 4 M 0 3500 0 D Common stock 3500 3500 D Stock option - right to buy 17.58 2009-07-31 4 A 0 27100 0 A 2019-07-31 Common stock 27100 27100 D Restricted Stock Units 2009-07-31 4 A 0 5688 0 A Common stock 5688 5688 D As reported on a Form 3 dated September 8, 2008 and filed on September 17, 2008, the reporting person received a grant of 7,000 Restricted Stock Units ("RSUs" or "Units") on August 1, 2006. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. On August 1, 2009, the final 50% of these RSUs vested, resulting in the issuance of 3,500 shares of Mattel common stock. Pursuant to the terms of the August 1, 2006 RSU grant, 1,252 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding. As reported on a Form 3 dated September 8, 2008 and filed on September 17, 2008, the reporting person received a grant of 7,000 RSUs on August 1, 2007. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. On August 1, 2009, the first 50% of these RSUs vested, resulting in the issuance of 3,500 shares of Mattel common stock. Pursuant to the terms of the August 1, 2007 RSU grant, 1,252 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding. The option was granted on July 31, 2009 pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares on the first anniversary of the date of grant, (b) an additional 33% of the shares on the second anniversary of the date of grant, and (c) the remaining 34% of the shares on the third anniversary of the date of grant. The RSUs were granted on July 31, 2009 pursuant to the 2005 Plan. Each Unit represents a contingent right to receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of such share). The RSUs are accompanied by dividend equivalent rights. The RSUs vest as to 50% of the Units on the second anniversary of the date of grant and as to the remaining 50% of the Units on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the reporting person will receive one share of Mattel common stock (or, at the election of Mattel, a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. Exhibit List Exhibit 24 - Power of Attorney /s/ Andrew Paalborg, Attorney-in-Fact for Dianne Douglas 2009-08-03 EX-24 2 attach_1.txt Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Robert Normile, Andrew Paalborg, Julie Kwok, Ifigenia Protopappas and Tiffani Zack Magri, signing singly, the undersigned's true and lawful attorney-in-fact to: 1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; 2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Mattel, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and 4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of July 2009. /s/ Dianne Douglas ---------------------------------------- Signature Dianne Douglas ---------------------------------------- Print Name -----END PRIVACY-ENHANCED MESSAGE-----