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):
May 27, 2011
MATTEL, INC.
| Delaware | 001-05647 | 95-1567322 | ||
| (State or other jurisdiction of incorporation) |
(Commission File. No.) |
(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-2 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 8 – Other Events
| Item 8.01. | Other Events. |
On May 27, 2011 and May 31, 2011, pursuant to the Mattel, Inc. (“Mattel” or the “Company”) Guidelines Concerning Rule 10b5-1(c) Individual Trading Plans (the “Guidelines”), the following executives of Mattel each 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 to be acquired upon exercise of employee stock options (the “Options”) or to sell shares of Mattel stock acquired upon the vesting of performance-based restricted stock units under the 2008-2010 Long-Term Incentive Program. The Options have a ten year term and will expire in 2012, 2013 or 2014. According to Mattel’s Guidelines, the first sales under the Plans may not take place until June 30, 2011, which is at least 30 days after the date each executive adopted his or her plan:
| Name of Executive |
Title of Executive | 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 | 65,000 | 5/22/2012 | 5/27/2011 | 5/22/2012 | |||||||
| Kevin M. Farr |
Chief Financial Officer | 42,500 | 5/22/2012 | 5/27/2011 | 5/22/2012 | |||||||
| Alan Kaye |
Executive Vice President, Chief Human Resources Officer | 75,000 | 7/31/2013 | 5/31/2011 | 2/1/2012 | |||||||
| Geoff Massingberd |
Executive Vice President, International |
|
30,000 32,000 34,000 |
|
5/22/2012 7/31/2013 4/30/2014 |
5/27/2011 | 5/22/2012 | |||||
| Robert Normile |
Executive Vice President, Chief Legal Officer and Secretary |
|
50,000 29,702 |
|
5/22/2012 N/A |
5/31/2011 | 5/22/2012 | |||||
| Bryan G. Stockton |
Chief Operating Officer |
|
75,000 50,000 |
|
5/22/2012 7/31/2013 |
5/27/2011 | 5/22/2012 | |||||
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.
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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. | ||
| Registrant | ||
| By: | /s/ ROBERT NORMILE | |
| Robert Normile | ||
| Executive Vice President, Chief Legal Officer and Secretary | ||
Dated: June 3, 2011
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