0001523711-15-000058.txt : 20150917 0001523711-15-000058.hdr.sgml : 20150917 20150917163139 ACCESSION NUMBER: 0001523711-15-000058 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150909 FILED AS OF DATE: 20150917 DATE AS OF CHANGE: 20150917 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: Zalzman Jean Gabriel CENTRAL INDEX KEY: 0001653004 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05647 FILM NUMBER: 151112560 MAIL ADDRESS: STREET 1: 333 CONTINENTAL BOULEVARD M1-1518 CITY: EL SEGUNGO STATE: CA ZIP: 90245 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2015-09-09 0 0000063276 MATTEL INC /DE/ MAT 0001653004 Zalzman Jean Gabriel 333 CONTINENTAL BOULEVARD EL SEGUNDO CA 90245 0 1 0 0 EVP, Commercial-International Common Stock 46562 D Employee Stock Option - Right to Buy - Granted 08/01/2007 23.58 2017-08-01 Common Stock 4500 D Employee Stock Option - Right to Buy - Granted 08/02/2010 21.50 2020-08-02 Common Stock 6059 D Employee Stock Option - Right to Buy - Granted 08/01/2011 26.375 2021-08-01 Common Stock 19198 D Employee Stock Option - Right to Buy - Granted 08/01/2012 34.76 2022-08-01 Common Stock 15203 D Employee Stock Option - Right to Buy - Granted 08/01/2013 42.70 2023-08-01 Common Stock 14505 D Employee Stock Option - Right to Buy - Granted 08/01/2014 35.25 2024-08-01 Common Stock 59524 D Employee Stock Option - Right to Buy - Granted 07/31/2015 23.21 2025-07-31 Common Stock 181347 D Restricted Stock Units - Granted 08/01/2013 Common Stock 1493 D Restricted Stock Units - Granted 08/01/2014 Common Stock 7565 D Restricted Stock Units - Granted 06/30/2015 Common Stock 3893 D Restricted Stock Units - Granted 07/31/2015 Common Stock 15080 D The option was granted pursuant to the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the "2010 Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the thrid anniversary of the date of grant. The option was granted pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the "Plan"). The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the thrid anniversary of the date of grant. The Restricted Stock Units ("RSUs" or the "Units") 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 granted 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, Inc. common stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. The RSUs were granted pursuant to the 2010 Plan. Each Unit represents a contingent right to receive one share of Mattel, Inc. common stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the settlement date). The RSUs are accompanied by divident equivalent rights. The RSUs vest as to (a) 33% of the Units on the first anniversary of the date of grant, (b) an additional 33% of the Units on the second anniversary of the date of grant, and (c) the remaining 34% of the Units on the thrid 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, Inc. common stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of common stock on the date of vesting), subject to tax withholding. The RSUs were granted pursuant to the Plan. Each Unit represents a contingent right to receive one share of Mattel, Inc. common stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share). The RSUs are accompanied by divident equivalent rights. Exhibit List: Exhibit 24 - Power of Attorney /s/ Julie Kwok, Attorney-in-Fact for Jean Gabriel Zalzman 2015-09-17 EX-24 2 attach_1.htm

         Exhibit 24



     POWER OF ATTORNEY



        Know all by these presents, that the undersigned hereby constitutes and

appoints each of Robert Normile, Tiffani Zack Magri, Julie Kwok and Michael Pellegrino, 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 11th day of September 2015.





                                        /s/ Jean Gabriel Zalzman

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                                             Signature



                                            Jean Gabriel Zalzman

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                                             Print Name