Not independent
Tenure on this board
9.0 yrs
Also a director at
Warner Music Group Corp (WMG)
10 nominees · 4 ballot items.
Election of ten directors; Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm; Advisory (non-binding) vote to approve named executive officer compensation (Say-on-Pay); Approval of the amendment and restatement of the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (increase share reserve and extend plan term).
Election of the ten director nominees named in the Proxy Statement to hold office until the next annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as Mattel’s independent registered public accounting firm for 2026.
Non-binding, advisory vote asking stockholders to approve the compensation of Mattel’s named executive officers as disclosed in the Compensation Discussion and Analysis, executive compensation tables, and narrative discussion.
This management proposal asks stockholders to cast a non-binding advisory vote to approve Mattel’s disclosed named executive officer (NEO) compensation (commonly referred to as Say-on-Pay). Management seeks this advisory approval to confirm stockholder support for the company’s pay-for-performance compensation framework, which mixes an annual cash incentive (MIP) tied to pre-established financial measures and individual multipliers, and multi-year stock-based long-term incentives (LTIs) including performance units and RSUs. The proposal is contextually supported by the Board and Compensation Committee’s emphasis on aligning executive pay with long-term shareholder value: the 2025 MIP was funded at 71.9% of target and the 2023–2025 LTIP paid out at 116% of target, reflecting free cash flow strength offset by relative TSR outcomes. The Board recommends a vote FOR because it believes the compensation disclosures demonstrate appropriate design, governance safeguards (clawback policy, stock ownership guidelines, independent compensation consultant, capped payouts), and responsive dialog with investors (ongoing engagement and a prior say-on-pay result >96% support). The vote is advisory only, but the Compensation Committee will consider the results when reviewing future compensation decisions and program design. Key considerations for an investor assessing the proposal include the balance between short-term incentives and multi-year performance awards, the use of adjusted non-GAAP metrics for incentive calculation, recent pay outcomes (including strong LTIP payouts driven by free cash flow), and governance features intended to limit excessive risk-taking. A FOR vote supports management’s view that existing programs appropriately align pay with performance; a vote AGAINST or withholding would signal stockholder concerns and would prompt further engagement and potential plan adjustments by the Compensation Committee.
Approve the amendment and restatement of the 2010 Plan to increase the share reserve by 2,155,000 shares and extend the plan termination date to March 19, 2036 (no other substantive changes).
This management proposal requests shareholder approval to amend and restate Mattel’s Amended and Restated 2010 Equity and Long-Term Compensation Plan (the “2010 Plan”), increasing the share reserve by 2,155,000 shares and extending the plan termination date to March 19, 2036. Management and the Compensation Committee argue the additional shares are necessary to maintain adequate capacity to grant equity awards that attract, retain and motivate key employees and non-employee directors as part of the company’s pay-for-performance framework. The restatement otherwise makes minimal changes, preserving key governance safeguards such as minimum vesting requirements, limits on non-employee director compensation, dividend equivalent rules tied to vesting, and a prohibition on repricing options without shareholder approval. The Board recommends FOR, citing the importance of equity awards to align employee interests with long-term shareholder value and noting that failure to approve could constrain future equity-based incentives or force greater reliance on cash compensation. Investors should weigh the dilutive impact of incremental shares (the company discloses potential dilution and recent burn rates) against the benefits of continued equity-based incentives and the company’s stated governance features limiting excessive dilution and repricing. The proposal is routine for companies that periodically refresh plan runways; scrutiny typically focuses on the requested share count relative to historical grant practices and burn rate, the company’s compensation strategy and expected grant usage, and whether plan provisions maintain robust protections for shareholders. Given Mattel’s disclosures, a vote FOR supports management’s position that an increased reserve and extended plan term are reasonable to sustain incentive programs in support of the company’s strategic objectives, while a vote AGAINST would signal concern about dilution or plan design and likely prompt further engagement on equity usage and governance terms.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | EdgePoint Investment Group Inc. | 16.9% | 49,140,882 | $714M |
| 2 | PRIMECAP MANAGEMENT CO/CA/ | 10.2% | 29,697,924 | $432M |
| 3 | BlackRock, Inc. | 5.6% | 16,313,183 | $237M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.7% | 13,657,490 | $198M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 13,624,399 | $198M |
| 6 | ARIEL INVESTMENTS, LLC | 4.5% | 13,075,046 | $190M |
| 7 | SOUTHEASTERN ASSET MANAGEMENT INC/TN/Activist | 3.9% | 11,214,580 | $163M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.5% | 10,244,845 | $149M |
| 9 | STATE STREET CORP | 3.4% | 9,718,373 | $141M |
| 10 | BlackRock, Inc. | 3.1% | 9,034,573 | $131M |
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