Edgar Filing: MATTEL INC /DE/

MATTEL, INC.

Dated: May 17, 2011

/s/ Robert Normile

Robert Normile

Executive Vice President, Chief Legal

Officer and Secretary

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

May 13, 2011

MATTEL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-05647

95-1567322

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


333 Continental Boulevard, El Segundo, California		90245-5012
(Address of principal executive offices)		(Zip Code)

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))

Section 5 – Corporate Governance and Management

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

The Annual Meeting of Stockholders of Mattel was held on May 13, 2011. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to that of management.

All of the nominees for director listed in Proposal 1 in the proxy statement were elected by a majority of the votes cast, as follows:


Name of Nominee	Votes Cast “FOR”		Votes Cast “AGAINST”		Abstentions		Broker Non-Votes
Michael J. Dolan		273,017,507		1,884,825		3,129,102		20,454,539
Robert A. Eckert		264,609,702		10,004,905		3,416,827		20,454,539
Dr. Frances D. Fergusson		272,911,604		1,992,808		3,127,022		20,454,539
Tully M. Friedman		234,144,891		40,761,944		3,124,599		20,454,539
Dominic Ng		264,958,094		9,947,026		3,126,314		20,454,539
Vasant M. Prabhu		272,981,570		1,917,522		3,132,342		20,454,539
Dr. Andrea L. Rich		261,122,015		13,784,019		3,125,400		20,454,539
Dean A. Scarborough		272,937,399		1,956,760		3,137,275		20,454,539
Christopher A. Sinclair		266,130,072		8,770,761		3,130,601		20,454,539
G. Craig Sullivan		264,926,336		9,974,522		3,130,576		20,454,539
Kathy Brittain White		265,719,415		10,108,632		2,203,387		20,454,539

Proposal 2, a proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, or “NEOs,” was approved by the following vote:


Votes Cast “FOR”	Votes Cast “AGAINST”	Abstentions	Broker Non-Votes
254,075,124	17,702,479	6,253,831	20,454,539

Proposal 3, a proposal to determine, on an advisory (non-binding) basis, the frequency with which stockholders would have an opportunity to provide an advisory approval of the compensation of our NEOs, was determined as follows:


Votes Cast For One Year	Votes Cast For Two Years	Votes Cast For Three Years	Abstentions	Broker Non-Votes
226,872,327	616,190	47,318,438	3,224,479	20,454,539

In accordance with the voting results on this item, the Company has determined to hold an advisory vote on executive compensation every year until the next stockholder vote on the frequency vote on executive compensation. A stockholder vote on the frequency of stockholder votes on executive compensation is required to be held at least once every six years.

Proposal 4, a proposal to approve amendments to Mattel’s Amended and Restated Bylaws that would enable holders of at least a 15% net long position in the Company’s outstanding shares for one year to require the Chairman of the Board or Secretary of Mattel to call a special meeting of stockholders, was approved by the following vote:


Votes Cast “FOR”	Votes Cast “AGAINST”	Abstentions	Broker Non-Votes
191,415,981	103,726,315	3,343,677	N/A

Proposal 5, a proposal to ratify the selection of PricewaterhouseCoopers LLP as Mattel’s independent registered public accounting firm for the year ending December 31, 2011, was approved by the following vote:


Votes Cast “FOR”	Votes Cast “AGAINST”	Abstentions	Broker Non-Votes
288,706,742	6,386,865	3,392,366	N/A

SIGNATURES

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.