Jakks Pacific Inc

This non-binding advisory proposal asks stockholders to express their approval or disapproval of the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder approval primarily as a governance check and to obtain clear feedback on its pay practices; while the vote is advisory and not binding, the Board and the Compensation Committee state they will carefully consider the outcome when making future executive compensation decisions. Contextually, the Company has recently amended employment agreements and introduced market-price‑based RSU tranches that vest if average VWAP thresholds are met, and has also awarded significant RSU and discretionary cash bonuses to senior executives, which ties executive pay more directly to stock market performance. The Company states that this structure was developed in response to shareholder feedback and in consultation with compensation advisors to better align long-term executive incentives with shareholder returns. From a governance perspective, the proposal provides shareholders an opportunity to endorse or register concern with the size, structure, and performance linkages of CEO and senior executive pay, particularly given large multi-year RSU grants and performance-based cliff vesting. Management’s stated rationale emphasizes alignment with shareholders and retention of key talent, whereas potential investor concerns could center on the magnitude of awards and whether vesting metrics and time horizons adequately align pay with sustained company performance. The Company disclosed past shareholder approval of its pay program at the 2025 annual meeting and highlights adjustments made subsequently, but the advisory vote remains an important signal that can influence Compensation Committee decisions and future plan design. Institutional investors, proxy advisory firms, and governance activists will evaluate not only the advisory vote result but also the specifics of the compensation arrangements (e.g., market‑price triggers, discretion in bonus awards, and change‑in‑control protections) when assessing governance quality. While non-binding, a negative or weak support outcome would likely prompt further engagement, potential plan revisions, and greater scrutiny of the Compensation Committee and its advisers.

This item is a general catch‑all enabling the meeting to consider and act upon any additional matters that are properly presented at the Annual Meeting but were not specifically described in the proxy materials. Because the substance of any such matters is unknown at the time the proxy statement is filed, the Company provides no specific recommendation and instructs that proxyholders will vote on such matters using their best judgment (unless otherwise directed by the stockholder). In practice, “other business” can encompass ministerial procedural motions, adjournment or postponement votes, or, less commonly, late-filed proposals or board actions that arise between the proxy mailing date and the meeting; the likelihood and materiality of such items are typically low. From a governance and voting analysis standpoint, this item carries uncertainty: investors cannot pre-cast an informed vote on unknown matters, and broker-dealers may or may not have discretion to vote depending on the nature of the matter. The presence of this item means shareholders should be attentive at the virtual meeting for any additional proposals and should consider attending or instructing proxies with specific direction if they wish to influence unforeseen matters. If substantive additional items were to appear, the Board’s prior statement that it recommends votes FOR the named director nominee and Proposals 2 and 3 would not necessarily extend to those unexpected items. For analysts assessing meeting outcomes, any vote under this catch‑all should be evaluated in context — whether it was procedural or substantive, the manner in which proxyholders exercised discretion, and whether management provided additional disclosure or rationale at the meeting. Overall, the item is standard practice to allow the meeting to transact business properly and does not itself constitute a standalone governance proposal with defined terms or metrics.