-----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, FoSLLcXwwslOwAP5s17lHlBdmZ8LPeE0w3Q+gr4COJ2zigezJJFvCALSJeRD43Jh gm0bAb9ehjuvrEt/vs5EFg== 0001454197-09-000016.txt : 20090803 0001454197-09-000016.hdr.sgml : 20090801 20090803154852 ACCESSION NUMBER: 0001454197-09-000016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090801 FILED AS OF DATE: 20090803 DATE AS OF CHANGE: 20090803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOPHAM HERBERT SCOTT CENTRAL INDEX KEY: 0001279654 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05647 FILM NUMBER: 09980193 MAIL ADDRESS: STREET 1: 333 CONTINENTAL BLVD STREET 2: MATTEL INC CITY: EL SEGUNDO STATE: CA ZIP: 90245 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 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2009-08-01 0000063276 MATTEL INC /DE/ MAT 0001279654 TOPHAM HERBERT SCOTT MATTEL, INC. 333 CONTINENTAL BLVD. EL SEGUNDO, CA 90245 0 1 0 0 SVP and Corporate Controller Common stock 2009-08-01 4 M 0 3500 A 5748 D Common stock 2009-08-01 4 F 0 1252 17.58 D 4496 D Common stock 2009-08-01 4 M 0 4000 A 8496 D Common stock 2009-08-01 4 F 0 1430 17.58 D 7066 D Common stock 986 I In 401(k) 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 4000 0 D Common stock 4000 4000 D Stock option - right to buy 17.58 2009-07-31 4 A 0 36585 0 A 2019-07-31 Common stock 36585 36585 D Restricted Stock Units 2009-07-31 4 A 0 7679 0 A Common stock 7679 7679 D As reported on a Form 4 dated August 1, 2006 and filed on August 2, 2006, 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 4 dated August 1, 2007 and filed on August 3, 2007, the reporting person received a grant of 8,000 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 4,000 shares of Mattel common stock. Pursuant to the terms of the August 1, 2007 RSU grant, 1,430 shares of Mattel common stock were automatically withheld at vesting to cover required tax withholding. As of July 31, 2009, the reporting person had a balance of $17,340 in the Mattel Stock Fund of Mattel's 401(k) plan, the Personal Investment Plan ("PIP"). The assets in the Mattel Stock Fund include cash amounts as well as shares of Mattel common stock. The number of shares has been calculated by the plan administrator for the PIP. 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 H. Scott Topham 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 17th day of July 2009. /s/ H. Scott Topham ---------------------------------------- Signature H. Scott Topham ---------------------------------------- Print Name -----END PRIVACY-ENHANCED MESSAGE-----