MAT Mattel Inc

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On May 19, 2017, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Mattel, Inc. (“Mattel”), Mattel’s stockholders approved the new Mattel Incentive Plan and the material terms of its performance goals (the “MIP”), which replaced the Mattel Incentive Plan approved by the stockholders at the 2012 annual meeting of stockholders. The MIP will be effective for bonus opportunities established after May 19, 2017, the first bonus opportunity of which is expected to be for performance during 2018. The MIP previously had been approved by Mattel’s Board of Directors (the “Board”), subject to stockholder approval.

The MIP is established for the purposes of focusing employees on financial measures, linking compensation to the business performance of Mattel and attracting and retaining highly qualified employees by awarding cash-based bonus opportunities to eligible employees. Pursuant to the MIP, the Compensation Committee of the Board (the “Compensation Committee”) will administer the MIP and select the participants of the MIP from among Mattel’s employees. The Compensation Committee will establish bonus opportunities for performance periods, determining the performance goals that will apply, the amount or amounts that each participant will be eligible to earn at the specified level or levels of performance, and the other terms and conditions. The MIP limits the maximum annual bonus to $7 million per participant. The Compensation Committee is expected to establish annual bonus opportunities not later than 90 days after the beginning of each year. The MIP authorizes the Compensation Committee to grant performance awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended.

In the event of a Change in Control (as defined in the MIP), (i) any unpaid bonuses with respect to any performance periods that ended before the date of the Change in Control shall be paid out within 30 days after such Change in Control and (ii) with respect to each performance period that includes the date of the Change in Control, a bonus shall be paid within 30 days after such Change in Control equal to the greater of (A) the pro-rated target bonus, based upon the number of months, rounded up to the nearest whole month, of the performance period until the date of the Change in Control or (B) if determinable, the bonus amount based on the actual achievement of the performance objectives after appropriately adjusting for any shortened performance period due to the Change in Control.

The foregoing summary description of the MIP is qualified in its entirety by reference to the actual terms of the MIP attached as Appendix A to Mattel’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), as filed with the Securities and Exchange Commission on April 5, 2017.