Form 8-K

 

 

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): February 28, 2012

 

 

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)

 

(IRS. 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))

 

 

 


Item 8.01. Other Events.

On February 28, 2012, pursuant to the Mattel, Inc. (“Mattel”) Guidelines Concerning Rule 10b5-1(c) Individual Trading Plans (the “Guidelines”), the following individuals entered into separate individual Rule 10b5-1(c) trading plans (individually, a “Plan,” and collectively, the “Plans”) with a broker to sell shares of Mattel stock acquired upon exercise of employee stock options (the “Options”) or to sell net shares of Mattel stock acquired upon the settlement of deferred restricted stock units. The Options have a ten year term and will expire in 2013, 2015 or 2016. The 685,468 deferred restricted stock units were granted to Robert Eckert, our former Chief Executive Officer, on May 16, 2000 pursuant to the terms of his employment agreement (the “Deferred RSUs”). The first 514,101 Deferred RSUs, less shares to satisfy tax withholding, will be settled on April 1, 2012 and the remaining 171,367 Deferred RSUs, less shares to satisfy tax withholding, will be settled on June 30, 2012. In accordance with Mattel’s Guidelines, the first sales under the Plans may not take place until April 2, 2012, which is at least 30 days after the date each executive adopted his or her Plan:

 

Name of Executive or
Director

  

Title

   Number of
Shares in
Plan
   Option
Expiration

Date
   Date of
Adoption of
Plan
   Plan
Termination
Date

Ellen Brothers

  

Executive Vice President, Mattel, Inc.

and President, American Girl

   25,000    7/31/2013    2/28/2012    11/21/2012

Geoff Massingberd

   Executive Vice President, International    15,000

34,000

17,000

   5/19/2015

8/1/2015

8/1/2016

   2/28/2012    2/28/2013

Bryan Stockton

   Chief Executive Officer    75,000    7/31/2013    2/28/2012    2/1/2013

Robert Eckert

   Director    Net
shares of
Deferred
RSUs
   N/A    2/28/2012    9/28/2012

The transactions under each Plan will be disclosed publicly in accordance with the requirements of Form 144 and Form 4 filings with the Securities and Exchange Commission. Each Plan was adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and with Mattel’s Guidelines.

Rule 10b5-1 permits individuals who are not in possession of material, non-public information at the time the plan is adopted to establish pre-arranged plans to buy or sell company stock. Using these plans, individuals can gradually diversify their investment portfolios over an extended period of time and better manage the exercise of stock options or the sale of shares.


SIGNATURE

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

 

    MATTEL, INC.

Date: March 2, 2012

    By:   /s/ Robert Normile
      Name:   Robert Normile
      Title:   Executive Vice President, Chief Legal Officer and Secretary