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~~July 2915, 2024

______________________________________________

MATTEL, INC.

(Exact name of registrant as specified in its charter)

______________________________________________


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)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 per share	MAT	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period

for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ☐

Section 51 – ~~Corporate~~Registrant’s ~~Governance~~Business and ~~Management~~Operations

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers;~~ Agreement

~~Compensatory~~New ~~Arrangements~~Revolving ofCredit ~~Certain~~Facility ~~Officers.~~

On ~~May~~July 2915, 2024, atMattel, ~~the~~Inc. ~~annual meeting of stockholders~~ (the ~~"2024~~“Company”) ~~Annual~~entered ~~Meeting")~~into ofa ~~Mattel,~~revolving ~~Inc.~~credit agreement (~~"Mattel"~~the “Credit Agreement”), ~~Mattel's~~among the

~~stockholders~~Company, ~~approved~~as the ~~amendment~~borrower ~~and~~(in ~~restatement~~such ofcapacity, the ~~Mattel~~“Borrower”), ~~Inc.~~Bank ~~Amended~~of ~~and~~America, ~~Restated~~N.A., ~~2010~~as ~~Equity~~administrative agent, and ~~Long-Term~~the other

~~Compensation~~lenders ~~Plan~~and ~~(the~~financial ~~"2024~~institutions ~~Amendment~~party ~~and~~thereto, ~~Restatement").~~providing ~~The~~for ~~2024~~$1,400,000,000 ~~Amendment~~in ~~and~~aggregate ~~Restatement,~~principal ~~effective~~amount ~~May~~of ~~29,~~senior unsecured

~~2024,~~revolving ~~amends~~credit facilities (the ~~Mattel,~~“new ~~Inc.~~revolving ~~Amended~~credit ~~and~~facility”). ~~Restated~~The ~~2010~~new ~~Equity~~revolving ~~and~~credit ~~Long-Term~~facility ~~Compensation~~matures ~~Plan~~on ~~(as~~July ~~amended~~15, ~~the~~2029.

~~"Plan").~~Interest and Fees

~~Under~~Borrowings ~~the~~under ~~2024 Amendment and Restatement,~~ the ~~only~~new ~~change~~revolving tocredit ~~the~~facility ~~Plan~~will isbear tointerest ~~extend~~at ~~the~~a ~~termination~~floating ~~date~~rate, ofwhich ~~the~~for ~~Plan~~U.S. toDollar-denominated ~~March~~loans

~~21,~~can ~~2034. The Plan~~be, ~~including~~at the ~~2024~~Borrower’s ~~Amendment~~option, ~~and~~either ~~Restatement,~~(a) isTerm ~~described~~SOFR (as defined in ~~more~~the ~~detail~~Credit inAgreement), ~~Mattel's~~plus ~~Definitive~~an ~~Proxy~~applicable margin

~~Statement~~ranging onfrom ~~Schedule~~0.875% ~~14A,~~to as1.375% ~~filed~~per ~~with~~annum, ~~the~~or ~~Securities~~(b) ~~and~~Base ~~Exchange~~Rate ~~Commission~~(as ondefined ~~April~~in 17the Credit Agreement), ~~2024~~plus ~~(the~~an ~~"Proxy~~applicable ~~Statement").~~margin

~~The~~ranging ~~foregoing~~from ~~summary~~0.000% ~~description~~to ~~and~~0.375% ~~the~~per ~~summary~~annum, ~~contained~~ in ~~the~~each ~~Proxy~~case, ~~Statement~~such doapplicable ~~not~~margins ~~purport~~ to be ~~complete~~determined ~~and~~based ~~are~~on the Borrower’s

~~qualified~~debt ~~in their entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10~~rating.1.

~~Item 5.07.~~In ~~Submission~~addition ofto ~~Matters~~paying tointerest aon ~~Vote~~the ofoutstanding ~~Security~~principal ~~Holders.~~under the new revolving credit facility, the Borrower will be required

~~The~~to ~~2024~~pay ~~Annual~~(i) ~~Meeting~~an ~~was~~unused ~~held~~line onfee ~~May~~per 29annum of the average daily unused portion of the new revolving credit facility, ~~2024.~~(ii) a letter of

~~All~~credit offronting ~~the~~fee ~~nominees~~based ~~for~~on ~~director~~a ~~listed~~percentage inof ~~Proposal 1 in~~ the ~~Proxy~~aggregate ~~Statement~~face ~~were~~amount ~~elected~~of byoutstanding aletters ~~majority~~ of ~~the~~credit, ~~votes~~and ~~cast,~~(iii) ascertain other

~~follows:~~customary fees and expenses of the lenders and agents.

Name of Nominee	Votes Cast"FOR"	Votes Cast"AGAINST"	Abstentions	BrokerNon-Votes
Adriana Cisneros	302,144,499	3,390,525	212,713	16,823,830
Diana Ferguson	302,512,762	3,093,105	141,870	16,823,830
Julius Genachowski	302,358,341	3,206,622	182,774	16,823,830
Prof. Noreena Hertz	299,418,836	6,172,011	156,890	16,823,830
Ynon Kreiz	297,557,876	7,962,785	227,076	16,823,830
Soren Laursen	304,181,079	1,423,017	143,641	16,823,830
Roger Lynch	303,250,254	2,241,244	256,239	16,823,830
Dominic Ng	302,697,360	2,894,757	155,620	16,823,830
Dr. Judy Olian	301,215,388	4,389,537	142,812	16,823,830
Dawn Ostroff	303,802,646	1,793,970	151,121	16,823,830

Prepayments

~~Proposal~~The 2,Borrower amay ~~proposal~~voluntarily torepay ~~ratify~~outstanding loans under the ~~selection~~new ofrevolving ~~PricewaterhouseCoopers~~credit ~~LLP~~facility asat ~~Mattel's~~any ~~independent~~time, ~~registered~~without ~~public~~premium or

~~accounting~~penalty. ~~firm for the year ending December 31, 2024, was approved by the following vote:~~

Votes Cast "FOR"		Votes Cast "AGAINST"		Abstentions		Broker Non-Votes
317,286,423		4,984,369		300,775		N/A

Restrictive Covenants and Other Matters

~~Proposal~~The 3,Credit aAgreement ~~proposal~~contains tocustomary ~~approve~~covenants, onincluding, abut ~~non-binding,~~not ~~advisory~~limited ~~basis~~to, ~~the~~(a) ~~compensation~~restrictions ofon ~~Mattel'~~the Borrower’s ~~named~~and ~~executive~~its ~~officers, was~~

~~approved~~subsidiaries’ byability ~~the~~to ~~following~~merge ~~vote:~~and consolidate with other companies, dispose of all or substantially all assets, incur indebtedness,

Votes Cast "FOR"		Votes Cast "AGAINST"		Abstentions		Broker Non-Votes
298,572,260		6,883,601		291,876		16,823,830

or grant liens or other security interests on assets, in each case, subject to certain customary exceptions and (b) the requirement

~~Proposal~~that 4,the aobligations ~~proposal~~of tothe ~~approve~~Borrower under the ~~2024~~new ~~Amendment~~revolving ~~and~~credit ~~Restatement,~~facility ~~was~~be ~~approved~~guaranteed by ~~the~~any ~~following~~existing ~~vote:~~or future direct or

Votes Cast "FOR"		Votes Cast "AGAINST"		Abstentions		Broker Non-Votes
266,832,715		38,606,480		308,542		16,823,830

indirect domestic subsidiary of the Borrower that guarantees other indebtedness of the Borrower in an aggregate principal or

~~Proposal~~committed 5,amount ain ~~stockholder~~excess ~~proposal~~of ~~requesting~~$50,000,000, ~~additional~~subject ~~disclosure~~to ~~regarding~~certain ~~political~~customary ~~contributions~~exceptions. ~~and~~As ~~expenditures~~of the closing date, ~~was~~no ~~not~~subsidiaries of

~~approved~~the byBorrower were required to guarantee the ~~following~~new ~~vote:~~revolving credit facility.

Votes Cast "FOR"		Votes Cast "AGAINST"		Abstentions		Broker Non-Votes
26,259,960		278,254,674		1,233,103		16,823,830

The Credit Agreement requires the maintenance of (a) an interest coverage ratio of not less than 2.75 to 1.00 as of the end of

~~Section~~each 8fiscal –quarter ~~Other~~and ~~Events~~(b) a total leverage ratio as of the end of each fiscal quarter, not to exceed (x) 3.75 to 1.00 with respect to

~~Item~~fiscal 8quarters ending on March 31, June 30 and December 31 of each year, and (y) 4.0100 ~~Other~~to ~~Events~~1.00 with respect to fiscal quarters

~~Effective~~ending ason September 30 of ~~May~~each ~~29,~~year. ~~2024,~~The ~~Roger~~total ~~Lynch~~leverage ~~has~~ratio ~~been~~financial ~~elected~~covenant byis ~~Mattel's~~subject ~~Board~~to ofa ~~Directors~~step-up to ~~serve~~4.25 asto ~~Mattel's~~1.00, ~~Independent~~with

~~Lead~~respect ~~Director.~~to fiscal quarters in which certain material acquisitions are consummated, and for a period of four fiscal quarters

thereafter, and subject to certain customary exceptions.

The lenders party to the Credit Agreement and their respective affiliates have various banking arrangements with the Company

in the ordinary course of business, for which they receive customary fees and expenses.

The foregoing summary of the Credit Agreement is qualified in its entirety by reference to the actual text of the Credit

Agreement, a copy of which is filed herewith as Exhibit 10.1.

Item 1.02. Termination of a Material Definitive Agreement.

On July 15, 2024, in connection with the entry into the Credit Agreement, the Company terminated the commitments and

satisfied all outstanding obligations under that certain Revolving Credit Agreement, dated as of September 15, 2022 (as

amended to date), by and among the Company, as the borrower, Bank of America, N.A., as administrative agent, and the other

lenders and financial institutions party thereto.

Section 2 – Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Exhibit Description
10.1		~~Mattel~~Revolving Credit Agreement, ~~Inc~~dated as of July 15, 2024, among the Company, as the borrower, Bank of America, N.A., ~~Amended~~as administrative agent, and ~~Restated~~the ~~2010~~other ~~Equity~~lenders and ~~Long-Term~~financial ~~Compensation~~institutions ~~Plan~~party thereto
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned hereunto duly authorized.


MATTEL, INC. Registrant

By:	/s/ Jonathan Anschell
	Name:	Jonathan Anschell
	Title:	Executive Vice President, Chief Legal Officer, and Secretary

Dated: ~~June~~July 416, 2024

Filing Compare · MATTEL INC /DE/