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 4, 2015

 

 

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)   (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))

 

 

 

 

Section 5 – Corporate Governance and Management

 

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

(c)         On May 4, 2015, Mattel, Inc. (“Mattel”) announced the appointment of Joseph B. Johnson, age 52, as Senior Vice President and Corporate Controller, effective immediately. Mattel’s Corporate Controller is Mattel’s principal accounting officer.

Prior to joining Mattel, Mr. Johnson served as Vice President, Chief Accounting Officer & Treasurer at Chiquita Brands International, Inc., a leading global marketer and distributor of food products, from May 2012 to April 2015. Previously at Resolute Forest Products, an international wood and paper products company, he served as Senior Vice President, Finance and Chief Accounting Officer from August 2009 to December 2011, Vice President and Corporate Controller from January 2006 to August 2009 and Director of Financial Reporting from July 2001 to January 2006. Mr. Johnson also spent nearly 14 years at Ernst & Young LLP. He is a certified public accountant and holds a bachelor’s degree in business administration with an emphasis in accounting from the University of North Florida.

Pursuant to a letter agreement with Mattel, dated March 11, 2015, upon the commencement of his employment, Mr. Johnson will receive an annual base salary of $340,000. His annual target bonus under the Mattel Incentive Plan will be 50% of his base salary, prorated for 2015. He will receive equity grants on May 4, 2015 of (i) restricted stock units (“RSUs”) valued at $25,000, which will be converted into a number of shares by dividing the value by the fair market value of Mattel’s common stock on the grant date and will vest as to 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date and 34% on the third anniversary of the grant date, subject to his continued service with Mattel through the applicable vesting dates; and (ii) stock options valued at $25,000, which will be converted into a number of option shares using a Black-Scholes valuation model and will vest as to 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date and 34% on the third anniversary of the grant date, subject to his continued service with Mattel through the applicable vesting dates. In addition, Mr. Johnson will be eligible to receive an award under Mattel’s 2014-2016 Long-Term Incentive Program with a target prorated value of $170,000.

To assist with his relocation to Mattel’s headquarters in California, Mr. Johnson will receive a special mobility bonus of $50,000, which he is required to repay if within one year he voluntarily terminates his employment or is discharged for cause. Mr. Johnson is also eligible to receive benefits under Mattel’s standard relocation package for executives, which includes, but is not limited to, travel, temporary accommodations, shipment of household goods and expense reimbursement. Mr. Johnson is required to reimburse Mattel for the cost of these relocation services if within one year he voluntarily terminates his employment or is discharged for cause. Mr. Johnson will also receive a monthly car allowance in the amount of $1,400 for his automobile expenses.

On May 4, 2015, Mattel issued a press release announcing the appointment of Mr. Johnson as Senior Vice President and Corporate Controller, a copy of which is included as Exhibit 99.1 hereto.

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(d)     Exhibits:

 

Exhibit No.

  

Exhibit Description

10.1    Letter Agreement between Mattel and Joseph Johnson, dated March 11, 2015, regarding an offer of employment for the position of Senior Vice President and Corporate Controller
99.1*    Press Release dated May 4, 2015.

 

* Furnished herewith.

 

SIGNATURE

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/ Robert Normile

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

Dated: May 4, 2015

INDEX TO EXHIBITS

 

Exhibit No.

  

Exhibit Description

10.1    Letter Agreement between Mattel and Joseph Johnson, dated March 11, 2015, regarding an offer of employment for the position of Senior Vice President and Corporate Controller
99.1    Press Release dated May 4, 2015

Exhibit 10.1

 

LOGO

March 11, 2015

Joseph Johnson

[Personal Address Omitted]

Dear Joe,

It is our pleasure to ask you to join us at the Mattel family of companies, where our values of Playing with Passion, Playing Together, Playing Fair and Playing to Grow encompass everything that we do. Consider this your invitation to come and “play” with us!

Mattel HQ, Inc. (the “Company”) would like to extend you a contingent offer of employment for the position of Senior Vice President & Corporate Controller, with a tentative hire date of May 4, 2015 and an exact hire date to be determined. This letter provides an overview of some of the compensation and benefit offerings that would be available to you as an employee of the Company, should you choose to accept our offer.

SALARY

Your annualized base salary will be $340,000, payable on a bi-weekly basis, less applicable federal and state taxes and other required withholdings. As this is an exempt position, you are not eligible for overtime pay. Our workweek is Monday through Sunday, and paychecks are issued every other Friday for the previous two workweeks.

BONUS - MATTEL INCENTIVE PLAN

You will be eligible to participate in the Mattel Incentive Plan (MIP), which is our way of rewarding our employees for achieving success. The MIP is an annual, discretionary, global bonus plan that provides employees the opportunity to earn an award based on Mattel’s financial performance and individual contributions. Your target MIP award is 50% of your eligible earnings; however, the amount of your actual award, if any, may be more or less than your target depending on Mattel’s financial results and your individual performance. Mattel, Inc. must achieve a minimum financial performance goal before an award pool is generated and funded.

You must commence active employment in a Regular status on or before October 5, 2015 to be eligible for the 2015 Plan Year award, and your award, if any, will be pro-rated based on your eligibility date. Awards are typically paid during the first quarter of the following year.

This is a summary of the plan. Additional information will be provided and available after your hire date.

LONG-TERM INCENTIVE PROGRAM

You will be eligible to participate in the 2014 – 2016 Long-Term Incentive Program (LTIP) at a target level commensurate with your new position. The LTIP provides senior executives the opportunity to earn shares of Mattel stock based on Mattel’s financial performance over the three-year cycle, January 1, 2014 through December 31, 2016. As the LTIP cycle spans three years, your target level has been prorated to $170,000, based on your tentative hire date of May 4, 2015. The grant date will be your hire date.

This is a summary of the program. Additional information will be provided and available after your hire date.

SPECIAL MOBILITY/SIGNING BONUS

You will receive a special mobility/signing bonus in the amount of $50,000, less applicable federal and state taxes and other required withholdings, to assist with your transition to Mattel Headquarters located in El Segundo, California.

With respect to this special mobility/signing bonus, if within one year of your hire date, you choose to voluntarily terminate your employment with the Company or you are discharged for “cause” as defined below, you will be required to repay this amount in full within 30 days of your termination date.

RELOCATION ASSISTANCE

The Company will provide services to assist you with your move to your work location. These services may include travel, temporary accommodations, shipment of household goods, expense reimbursement, etc., in accordance with the Mattel Relocation Program. (Summary is attached). After reviewing the attached information and accepting our offer, I encourage you to contact me immediately to initiate these services.

With respect to relocation services, if within one year of your relocation date, you choose to voluntarily terminate your employment with the Company, or you are discharged for “cause” as defined below, you agree to reimburse the Company within 30 days of your termination date for any relocation expenses incurred by the Company on your behalf.

For purposes of the repayment of relocation expenses and special mobility/signing bonus only, and without altering the at-will employment offered by the Company, “cause” shall mean the Company’s good faith belief that you : (i) neglected significant duties you were required to perform or violated a material Company policy, rule or guideline; (ii) engaged in an act of dishonesty, fraud, misrepresentation or other act of moral turpitude; (iii) engaged in an act or omission in the course of your employment which constitutes gross negligence; or (iv) willfully failed to obey a lawful direction of the Board or the Company.

STOCK – NEW HIRE EQUITY GRANTS

You will receive a new hire equity grant with a value of $50,000 and a grant date equal to your hire date.

The Company’s equity portfolio approach encompasses two grants:

 

•   Restricted Stock Units : Restricted stock units (RSUs) with a grant value of $25,000. The grant dollar value of the RSUs will be converted into a number of RSUs by dividing the grant dollar value by the closing stock price on the grant date.

 

  – If you remain employed by the Company, the RSUs will vest over the three-year period following the grant date: 33% on the first anniversary of the grant, 33% on the second anniversary of the grant, and 34% on the third anniversary of the grant.

 

  – If the RSUs vest, you will receive shares of Mattel stock, less applicable federal and state taxes and other required withholdings.

 

  – If and when cash dividends are declared by Mattel, you will receive dividend equivalents, currently paid quarterly through payroll, based on your unvested RSUs.

 

•   Stock Options : A stock option grant to purchase shares of Mattel stock with a grant value of $25,000. The grant dollar value of the stock options will be converted into a number of option shares by dividing the grant dollar value by the product of an option valuation percentage (determined using a Black-Scholes value relative to the stock price), multiplied by the closing stock price on the grant date.

 

  – If you remain employed by the Company, the stock option grant will vest over the three-year period following the grant date: 33% on the first anniversary of the grant, 33% on the second anniversary of the grant, and 34% on the third anniversary of the grant.

 

  – The exercise price of the stock options will equal the closing price of Mattel stock on the grant date.

Please note this is a summary of your equity grant and you will be required to sign the equity grant agreements that set forth the terms and conditions that govern your equity grants.

You will also be eligible to receive an annual equity grant. Typically, annual equity grants are made around August 1 of each year. Your annual equity grant recommendation may vary each year and will be submitted to the Compensation Committee of the Board of Directors for approval. Currently, the Company’s equity portfolio approach encompasses two grants: RSUs and stock options.

CAR ALLOWANCE

As an executive, you will be eligible to receive a monthly automobile allowance in the amount of $1,400 for all your automobile expenses, payable on a biweekly basis, less applicable federal and state taxes and other required withholdings, upon the end of any rental car use. The car allowance is intended to cover all automobile expenses including mileage, gasoline, maintenance and insurance.

DEFERRED COMPENSATION

As a U.S. executive, you will be eligible to participate in the Company’s Deferred Compensation Plan. Under this plan, you may elect to defer a portion of your salary or annual MIP bonus, with various investment and payment options available.

This is a summary of the plan. Additional information will be provided and available after your hire date.

HEALTH & WELFARE

The following is a brief outline of benefits in which you and your qualified dependents, if applicable, will be eligible to participate in as of your hire date, with the exception of short & long-term disability insurance, which are available upon the successful completion of your first 90 days of employment.

 

Medical

Life Insurance

Dental

Accidental Death & Dismemberment

Vision

Business Travel Coverage

Prescription

Short & Long-Term Disability

In addition, the Company also offers several employee programs and services that are designed to help you create a healthy lifestyle, build your financial future and enhance your work/life balance.

RETIREMENT/401(k)

Mattel provides eligible employees the opportunity to participate in a retirement/401(k) program. If you are age 20 or older, you will be automatically enrolled in the Mattel, Inc. Personal Investment Plan (PIP), which is a 401(k) savings/retirement plan. The PIP offers both Company automatic and matching contributions in addition to employee contributions as outlined below:

 

•   Company Automatic Contributions : The Company will make automatic contributions to your account ranging from 3% to 8% of your salary, based on your age.

 

•   Employee Contributions : The PlP allows for voluntary employee contributions. To help you get started, you will be initially enrolled at 2% of your eligible compensation on a pre-tax basis, which will be matched dollar-for-dollar by the Company. This contribution will begin automatically within about 45 days of your hire date. The PIP provides you the choice to increase this contribution up to 80% of your eligible compensation, subject to IRS limitations. Please note, you will have the opportunity to opt-out of the 2% pre-tax contribution before the first deduction from your paycheck.

 

•   Company Matching Provision : The Company will match your contributions up to the first 6% of your eligible compensation in your PIP account as follows:

 

  – on a dollar-for-dollar basis up to 2% of your eligible compensation, and

 

  – on a fifty-cents-on-the-dollar basis for up to the next 4% of your eligible compensation.

You will receive a PIP packet in the mail within two weeks of your eligibility date. The packet will provide additional details regarding your options for increasing, decreasing or cancelling your contribution, as well as the available investment offerings.

VACATION

As an executive, you may take an appropriate amount of paid vacation, subject to the needs of the business and management’s discretion. You do not have a specified vacation award, and therefore vacation tracking in Mattel’s E-Time system is not necessary. For leaves of absence, different practices apply.

GENERAL INFORMATION

This offer letter is only a summary of your compensation and benefits. More details and plan provisions are provided in our Summary Plan Descriptions, Plan Documents or program summaries, which govern and are subject to periodic modification and revision. You will receive specific benefit information and enrollment instructions in the mail.

This offer letter supersedes any prior communications you may have had with Company employees and/or representatives, and reflects the entire understanding between you and the Company, regarding the terms of employment being offered to you. No Company employee and/or representative has the authority to make any promise related to this offer that is not contained in this letter and, by signing below, you affirm that you have not signed this offer letter in reliance on any such promise. By signing below, you confirm that your negotiation, acceptance and/or performance of the terms of this offer does not violate any contract or arrangement you may have with any third party. If the Company (in its sole discretion) determines that your confirmation may be inaccurate for any reason, it can be a basis for terminating your employment “with cause.” By signing below, you agree to indemnify the Company against any claims that may be brought against the Company relating to any allegation that you violated any contract or arrangement between you and such third party.

While we look forward to welcoming you to Mattel, this offer is contingent upon satisfactory completion of a background check, including verification of all information listed on your resume, employment application and any other supporting documentation provided, such as previous employers, academic institutions attended, and eligibility to work in the United States. In addition, as a condition of your employment, you will need to sign an Employee Confidentiality and Inventions Agreement (in which you will be asked to disclose all prior inventions, if any, that you own), certify that you will, at all times, comply with the Company’s Code of Conduct, and complete a Conflict of Interest Questionnaire. If you would like to review any of these forms before you make your decision to accept our offer, your recruiter will be able to provide them.

The terms of this offer letter do not imply employment for a definite period. This means that your employment will be at-will, and either you or the Company can terminate it at any time, for any or no reason, with or without cause or advance notice. This at-will relationship cannot be changed by any statement, act, series of events, or pattern of conduct and can only be changed by an express, written agreement signed by the Chief Human Resources Officer or Chief Executive Officer of Mattel, Inc.

Also, please note that as an executive of the Company, and an officer, you will be considered an Insider for purposes of Mattel’s Insider Trading Policy and are subject to window period restrictions. This means that you are restricted to conducting transactions in Mattel stock ONLY during open window periods. Examples of such transactions include sales of shares underlying a stock option (including sales of shares to generate cash to pay the exercise price) and changes in elections in the Mattel stock fund of Mattel’s 401(k) plan. For more information about this Policy and its restrictions, you can access and/or obtain a copy of the Policy on Mattel’s Code of Conduct website.

Should you choose to accept our offer, you will receive a packet containing information and forms that you will need to complete before starting with us. Please bring these completed forms with you, along with the documents noted in the New Hire Checklist, on your first day at the Company.

Joe, we are sincerely pleased to extend this contingent offer of employment and look forward to hearing from you soon. If you accept the terms of our offer as noted above, please sign below and return this letter to me. If I can answer any questions, please do not hesitate to call me.

We hope that you will choose to come and “play” for Mattel, and help us continue the tradition of bringing smiles to children around the world.

Sincerely,

/s/ Phil Taylor

Phil Taylor

Senior Vice President HR Brands/ Finance/ IT & Talent Acquisition

Agreed and accepted:

 

        /s/    Joseph Johnson                         

                            March 19, 2015                
Joseph Johnson                             Date

 

LOGO

Exhibit 99.1

 

LOGO

 

 

News Media

Alex Clark

310-252-6397

alex.clark@mattel.com

Securities Analysts

Martin Gilkes

310-252-2703

martin.gilkes@mattel.com

 

MATTEL APPOINTS JOSEPH JOHNSON AS CORPORATE CONTROLLER

 

 

EL SEGUNDO, Calif., May 4, 2015 – Mattel, Inc. (NASDAQ: MAT) today announced the appointment of Joseph B. Johnson as Senior Vice President and Corporate Controller, effective immediately.

Mr. Johnson, age 52, joins Mattel from Chiquita Brands International, Inc., a leading global marketer and distributor of food products, where he served as Vice President, Chief Accounting Officer & Treasurer. Previously, Mr. Johnson held a number of leadership roles with Resolute Forest Products, an international wood and paper products company, including Senior Vice President, Finance and Chief Accounting Officer, Vice President and Corporate Controller and Director of Financial Reporting. Earlier in his career, Mr. Johnson spent nearly 14 years at Ernst & Young LLP. A certified public accountant, Mr. Johnson holds a bachelor’s degree in business administration with an emphasis in accounting from the University of North Florida.

Mr. Johnson succeeds Scott Topham, who has elected to retire from Mattel.

About Mattel

The Mattel family of companies (Nasdaq: MAT) is the worldwide leader in the design, manufacture and marketing of toys and family products. Mattel’s portfolio of best-selling brands includes Barbie ® , the most popular fashion doll ever produced, Hot Wheels ® , Monster High ® , American Girl ® , Thomas & Friends ® and Fisher-Price ® brands, including Little People ® and Power Wheels ® , MEGA ® Brands, including MEGA BLOKS ® and RoseArt ® , as well as a wide array of entertainment-inspired toy lines. In 2014, Mattel ranked No. 5 on Corporate Responsibility Magazine’s “100 Best Corporate Citizens” list. With worldwide headquarters in El Segundo, Calif., Mattel’s companies employ 31,000 people in 40 countries and territories and sell products in more than 150 nations. At Mattel, we are Creating the Future of Play. Visit us at www.mattel.com , www.facebook.com/mattel or www.twitter.com/mattel .

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