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 25, 2013
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 25, 2013 and February 28, 2013, pursuant to the Mattel, Inc. (“Mattel”) 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 the exercise of employee stock options (the “Options”). The Options have a 10-year term and will expire in 2014, 2015 or 2016. The first sales under the Plans will not take place until April 1, 2013, which is at least 30 days after the date each executive adopted his Plan.
| Name of Executive or Director |
Title |
Number of Shares in Plan |
Option Expiration Date |
Date of Adoption of Plan |
Plan Termination Date | |||||
| Bryan G. Stockton | Chairman of the Board and Chief Executive Officer | 100,000 50,000 |
04/30/2014 08/01/2015 |
02/25/2013 | 02/28/2014 | |||||
| Robert Normile | Executive Vice President, Chief Legal Officer and Secretary | 12,000 | 08/01/2016 | 02/28/2013 | 02/28/2014 |
The transactions under each Plan will be disclosed publicly through 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 aware 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 and 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 1, 2013 | ||||||||
| By: | /s/ ROBERT NORMILE | |||||||
| Name: | Robert Normile | |||||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||||||