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):

~~July 21~~September 14, 2023

______________________________________________

MATTEL, INC.

(Exact name of registrant as specified in its charter)

______________________________________________

Delaware

001-05647

95-1567322

(State or other jurisdiction
of incorporation)

(Commission
File No.)

(I.R.S. Employer
Identification No.)

333 Continental Boulevard

El Segundo, California 90245-5012

(Address of principal executive offices)

Registrant’s 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $1.00 per share

MAT

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 5 – ~~Financial~~Corporate ~~Information~~Governance and Management

Item ~~2.02~~ ~~Results of Operations and Financial Condition~~5.03.

OnAmendments ~~July 26,~~to ~~2023,~~Articles ~~Mattel, Inc. (“Mattel”) issued a press release regarding its second quarter 2023 financial results, a copy~~ of ~~which~~Incorporation isor ~~furnished~~Bylaws; asChange ~~Exhibit~~in ~~99.1~~Fiscal ~~hereto~~Year. ~~This exhibit is incorporated herein by reference.~~

~~Item~~On ~~5.02~~September ~~Departure~~14, 2023, the Board of Directors or(the ~~Certain~~“Board”) ~~Officers;~~of ~~Election~~Mattel, ofInc. ~~Directors;~~(the ~~Appointment~~“Company”) ofapproved ~~Certain~~amendments ~~Officers;~~to ~~Compensatory~~the ~~Arrangements~~Company’s ofAmended ~~Certain~~and ~~Officers~~Restated Bylaws (the “Bylaws”), which became effective immediately.

OnThe ~~July~~amendments ~~21,~~update ~~2023,~~the ~~Mattel’s~~procedural ~~President~~ and ~~Chief~~disclosure ~~Operating~~requirements ~~Officer,~~for ~~Richard~~stockholders ~~Dickson,~~intending ~~informed~~to ~~the~~nominate ~~Company~~directors ~~that~~or hepropose ~~will~~other ~~step~~business ~~down~~(other ~~from~~than ~~his~~proposals ~~position~~to ~~effective~~be ~~August~~included 3,in ~~2023~~the Company’s proxy statement pursuant to ~~take~~Rule 14a-8 under the ~~role~~Securities ofExchange ~~president~~Act ~~and~~of ~~chief~~1934, ~~executive~~as ~~officer~~amended) at ~~another~~annual ~~public~~or ~~company. A~~special ~~copy~~meetings of stockholders, specify the ~~press~~types ~~release~~of ~~announcing~~financial ~~Mr.~~transactions ~~Dickson~~involving the Company’s ~~resignation,~~equity assecurities ~~well~~that asa ~~Mattel’s~~stockholder ~~promotion~~is ofrequired to disclose, and set forth certain ~~key~~informational ~~officers~~requirements ~~who~~applicable ~~will~~to ~~assume~~individuals ~~Mr.~~who, ~~Dickson’s~~directly ~~former~~or ~~responsibilities~~indirectly, iscontrol ~~attached~~stockholders asthat ~~Exhibit~~are 99entities.~~2 hereto.~~

~~* * *~~In addition, the amendments specify that any information or communication with respect to a stockholder’s nomination or proposal of other business that is materially inaccurate or incomplete will be deemed not to have been provided, and that a failure to provide any required disclosure or comply with such other requirements will result in a stockholder’s nomination or proposal of other business being disregarded. The amendments also require that a stockholder soliciting proxies from other stockholders use a proxy card color other than white.

InThe ~~accordance~~amendments ~~with~~update ~~General~~various ~~Instruction~~provisions ~~B.2~~ of ~~Form 8-K,~~ the ~~information~~Bylaws into ~~Item~~reflect ~~2.02~~changes ofin ~~this~~Delaware ~~Current~~law ~~Report~~permitting onthe ~~Form~~electronic ~~8-K,~~transmission ~~including Exhibit 99.1, shall not be deemed to be “filed” for purposes~~ of ~~Section~~notices ~~18 of the Securities~~ and ~~Exchange Act of 1934~~consents, asrequire ~~amended~~that ~~(the~~all ~~“Exchange~~in-person ~~Act”),~~voting orat ~~otherwise~~any ~~subject~~meeting toof the ~~liability~~stockholders ofmust ~~that section, and shall not~~ be ~~incorporated~~ by ~~reference~~a ~~into~~stock ~~any~~vote, ~~registration~~and ~~statement~~include orvarious ~~other document filed under the Securities Act of 1933~~conforming, ~~as amended~~technical, orand ~~the~~other ~~Exchange~~non-substantive ~~Act, except as shall be expressly set forth by specific reference in such filing~~changes.

The above description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 hereto and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: ~~Press release dated July 26, 2023, issued by Mattel, Inc.~~

Exhibit No.						Exhibit Description
99.1**						Press release dated July 26, 2023
3.1						Amended and Restated Bylaws of Mattel, Inc.
99.2						Press release dated July 26, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document)

** Furnished herewithSIGNATURES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATTEL, INC.
Registrant

By:

/s/ Jonathan Anschell

Name:

Jonathan Anschell

Title:

Executive Vice President, Chief Legal Officer, and Secretary

Dated: ~~July 26~~September 15, 2023

Filing Compare · MATTEL INC /DE/