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):

~~May~~July 2823, 2025

______________________________________________

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.)

______________________________________________

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))

☐ 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

~~TradingSymbol(s)~~

~~Name of each exchange on which registered~~

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 per share

~~MAT~~

~~The Nasdaq Global Select Market~~

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 52 – ~~Corporate~~Financial ~~Governance and Management~~ Information

Item 5 2.~~03.~~02 ~~Amendments~~Results ~~to Articles~~ of ~~Incorporation~~Operations orand ~~Bylaws;~~Financial ~~Change in Fiscal Year~~Condition.

~~Mattel,~~On ~~Inc. (the “Company” or “Mattel”) held its 2025 Annual Meeting of Stockholders on May~~July 2823, 2025 ~~(the “Annual Meeting”). As reported below~~, ~~at the Annual Meeting~~Mattel, ~~the~~Inc. Company’s stockholders approved an amendment of the Company’s Restated Certificate of Incorporation to extend exculpation from liability to certain of the Company’s officers to the fullest extent permitted by Delaware law (~~the~~ “~~Amendment~~Mattel”), asissued ~~described~~a inpress ~~more~~release ~~detail~~regarding inits ~~the~~second ~~Company’s~~quarter ~~Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3,~~ 2025 ~~(the~~financial ~~“Proxy Statement”). On May 29~~results, ~~2025, to effect the Amendment, the Company filed~~ a ~~Certificate~~copy of ~~Amendment~~which ofis ~~the~~furnished ~~Restated~~as ~~Certificate~~Exhibit of99.1 ~~Incorporation~~hereto. This ofexhibit ~~the~~is ~~Company~~incorporated ~~(the~~herein ~~“Certificate~~by ~~of Amendment”) with the Secretary of State of the State of Delaware, which became effective immediately upon its filing~~reference.

~~The~~In ~~foregoing~~accordance ~~description~~with isGeneral ~~qualified~~Instruction B.2 of Form 8-K, the information in ~~its~~this ~~entirety~~Current byReport ~~reference~~on Form 8-K, including Exhibit 99.1, shall not be deemed to ~~the~~be ~~full~~“filed” ~~text~~for purposes of Section 18 of the ~~Certificate~~Securities and Exchange Act of ~~Amendment~~1934, ~~which~~as isamended ~~filed~~(the as“Exchange ~~Exhibit~~Act”), ~~3.1~~or otherwise subject to ~~this~~the ~~Current~~liability ~~Report~~of that section, and shall not be incorporated ~~herein~~by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference. in such filing.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The proposals considered at the Annual Meeting are described in the Proxy Statement, and the final voting results are set forth below.

Each of the nominees for director listed in Proposal 1 in the Proxy Statement was elected by a majority of the votes cast, as follows:

Name of Nominee	Votes Cast“FOR”		Votes Cast“AGAINST”		Abstentions		BrokerNon-Votes
Adriana Cisneros		283,091,679		2,333,750		774,620		14,232,391
Diana Ferguson		284,129,358		1,296,478		774,213		14,232,391
Julius Genachowski		280,918,287		4,482,977		798,785		14,232,391
Prof. Noreena Hertz		276,716,205		8,702,130		781,714		14,232,391
Ynon Kreiz		280,652,449		4,739,552		808,048		14,232,391
Soren Laursen		284,151,136		1,269,163		779,750		14,232,391
Roger Lynch		283,876,439		1,543,400		780,210		14,232,391
Dominic Ng		282,628,117		2,777,837		794,095		14,232,391
Dr. Judy Olian		282,043,140		3,382,980		773,929		14,232,391
Dawn Ostroff		284,623,384		795,244		781,421		14,232,391

Proposal 2, a proposal to ratify the selection of PricewaterhouseCoopers LLP as Mattel’s independent registered public accounting firm for the year ending December 31, 2025, was approved by the following vote:

Votes Cast “FOR”		Votes Cast “AGAINST”		Abstentions		Broker Non-Votes
295,775,019		3,856,142		801,279		N/A

Proposal 3, a proposal to approve, on a non-binding, advisory basis, the compensation of Mattel’s named executive officers, was approved by the following vote:

Votes Cast “FOR”		Votes Cast “AGAINST”		Abstentions		Broker Non-Votes
274,544,637		10,779,895		875,517		14,232,391

Proposal 4, a proposal to approve an amendment to Mattel’s Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law, was approved by the following vote:

Votes Cast “FOR”		Votes Cast “AGAINST”		Abstentions		Broker Non-Votes
257,173,414		28,140,929		885,706		14,232,391

Proposal 5, a stockholder proposal to disclose a plan to reduce total contribution to climate change, was not approved by stockholders, and the votes were as follows:

Votes Cast “FOR”		Votes Cast “AGAINST”		Abstentions		Broker Non-Votes
16,970,210		266,382,089		2,847,750		14,232,391

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: Press release dated July 23, 2025, issued by Mattel, Inc.

ExhibitNo.	Exhibit Description
Exhibit No.		Exhibit Description
3.1	Certificate of Amendment of the Restated Certificate of Incorporation of Mattel, Inc., dated May 29, 2025
99.1**		Press release dated July 23, 2025
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL Document)~~	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~SIGNATURES~~ ** Furnished herewith

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: ~~May~~July 3023, 2025

Filing Compare · MATTEL INC /DE/