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): August 16, 2017

 

 

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)

(310) 252-2000

Registrant’s telephone number, including area code

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))

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 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.

On July 17, 2017, Mattel, Inc. (the “Company”) filed a Current Report on Form 8-K announcing that the Company determined Kevin M. Farr, the Company’s Chief Financial Officer, will separate from the Company and, in order to ensure a smooth transition, it is planned that Mr. Farr will continue to serve as the Company’s Chief Financial Officer until such time as a successor had been named and successfully transitioned.

Mr. Farr is a participant in the Mattel, Inc. Executive Severance Plan, as amended (the “Severance Plan”). In connection with his upcoming separation from the Company, Mr. Farr entered into a letter agreement with the Company on August 16, 2017 (the “Letter Agreement”). The Letter Agreement provides that Mr. Farr’s separation is anticipated to be a Covered Termination (as defined in the Severance Plan), which would result in severance payments and benefits pursuant to the terms of the Severance Plan upon his separation from the Company. The foregoing summary of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement included as Exhibit 10.1 hereto and by reference to the Severance Plan included as Exhibits 10.2 and 10.3 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, Inc. and Kevin M. Farr, dated August 16, 2017, regarding his separation from the Company
10.2    Mattel, Inc. Executive Severance Plan, effective June 30, 2009 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 2, 2009)
10.3    Amendment No. 1 to the Mattel, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on October 24, 2013)

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.

 

Date: August 18, 2017     MATTEL, INC.
    By:   /s/ Robert Normile
    Name:   Robert Normile
    Title:   Executive Vice President, Chief Legal Officer and Secretary

EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

10.1    Letter Agreement between Mattel, Inc. and Kevin M. Farr, dated August 16, 2017, regarding his separation from the Company
10.2    Mattel, Inc. Executive Severance Plan, effective June 30, 2009 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 2, 2009)
10.3    Amendment No. 1 to the Mattel, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on October 24, 2013)

Exhibit 10.1

LOGO

 

 

August 16, 2017

Kevin Farr

c/o Mattel, Inc.

333 Continental Boulevard

El Segundo, CA 90245

Dear Kevin,

This letter (this “ Letter Agreement ”) memorializes our discussions with respect to your upcoming separation of employment (the “ Separation ”) from Mattel, Inc. (the “ Company ”) on the Termination Date (as defined below), including with respect to (i) your employment through the Termination Date and (ii) the application of certain terms of the Mattel, Inc. Executive Severance Plan, as amended (the “ Severance Plan ”) and the participation letter relating to the Severance Plan, dated as of June 30, 2009, between you and the Company (the “ Participation Letter ”). This Letter Agreement also serves as notice to you pursuant to Section 15 of the Severance Plan; and, you specifically hereby waive the requirement in Section 2(f) that the Termination Date be no more than fifteen (15) days after the actual receipt of the notice of termination.

Termination Date . For purposes of this Letter Agreement, “ Termination Date ” shall be such date as determined by the Company’s Chief Executive Officer, after giving consideration to the identification and transition of a successor to the position of Chief Financial Officer of the Company. The Termination Date shall be the “Date of Termination” for all purposes under the Severance Plan.

Service Through The Termination Date . Until the date a successor is hired or such earlier date as may be determined by the Company’s Chief Executive Officer, you shall continue to serve as Chief Financial Officer of the Company. Thereafter and until the Termination Date, you shall be employed by the Company as an Executive Advisor, reporting to the Company’s Chief Executive Officer or her designee, with such duties as shall reasonably be requested of you by the Chief Executive Officer or her designee.

Severance Plan . You agree and acknowledge that the Severance Plan and your Participation Letter remain in full effect. For purposes of the Severance Plan, the Separation is currently anticipated to be a Covered Termination (as defined in the Severance Plan) pursuant to Section 2(e) thereof. Assuming the Separation is a Covered Termination, then, subject to the terms of the Severance Plan and the Participation Letter (including without limitation, (i) your execution of the release (the “ Release ”) after the Termination Date in substantially the form attached as Exhibit A to the Participation Letter (and the Release becoming irrevocable within 55 days of the Termination Date) and (ii) your compliance with the covenants set forth in Section 7 of the Severance Plan), you will be entitled to the severance payments and benefits set forth in

the Severance Plan. However, if you are discharged by the Company for Cause (as defined in the Severance Plan) before the Termination Date, the Separation will not be a Covered Termination, and you will not be eligible for any severance payments or benefits under the Severance Plan or otherwise.

Resignation From All Positions . You agree to tender your resignation from any and all positions you occupy as an officer of the Company or of any direct or indirect subsidiary of the Company and the Mattel Children’s Foundation by signing the resignation letter in the form of Exhibit A to this Letter Agreement when requested by the Company.

Full Agreement . This Letter Agreement, the Severance Plan, the Participation Letter, the Release and the Employee Confidentiality and Inventions Agreement (effective August 2, 2012) (the “2012 Agreement”) or any agreement superseding the 2012 Agreement (collectively, the “ Agreements ”) constitute the full understanding of you and the Company with respect to the Separation. Without limiting the generality of the foregoing, you expressly acknowledge and agree that except as specifically set forth in the Agreements, you are not entitled to receive any severance pay or benefits from the Company or its affiliates.

Governing Law . This letter shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. The dispute resolution provisions of the Severance Plan shall apply to this Letter Agreement.

Miscellaneous . This Letter Agreement may be amended, modified or changed only by a written instrument executed by you and the Company. The captions of this Letter Agreement are not part of the provisions hereof and shall have no force or effect. This Letter Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

 

Sincerely,
Mattel, Inc.
By:   /s/ Robert Normile
  Robert Normile
 

Executive Vice President, Chief Legal Officer

& Secretary

Acknowledged and Agreed:

 

/s/ Kevin Farr
Kevin Farr

 

2

Exhibit A

 

LOGO

Date:                                                  

Mattel, Inc.

333 Continental Boulevard

El Segundo, California 90245

 

  Re: Resignation from director and/or officer positions with Mattel and its subsidiaries

Ladies and Gentlemen:

I hereby resign from any position I occupy as an officer of Mattel, Inc. and/or as a director or officer of any direct or indirect subsidiary of Mattel, Inc., effective as of                                                       .

Very truly yours,

Signature:                                                                      

Name:                                                                            

 

3