Form 8-K

 

 

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 29, 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 May 29, 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. The first sales under the Plans will not take place until July 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     

 

50,000

50,000

  

  

    

 

08/01/2015

08/01/2016

  

  

     05/29/2013         06/30/2014   

Kevin M. Farr

   Chief Financial Officer      62,500         08/01/2016         05/29/2013         01/30/2014   

Alan Kaye

   Executive Vice President, Chief Human Resources Officer     

 

28,125

70,360

  

  

    

 

08/01/2017

08/01/2018

  

  

     05/29/2013         06/30/2014   

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: May 31, 2013      
  By:   /s/ ROBERT NORMILE
   

 

    Name:   Robert Normile
    Title:   Executive Vice President, Chief Legal Officer and Secretary