UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Section 5 – Corporate Governance and Management
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 23, 2022, the Board of Directors (the “Board”) of the Company approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective immediately.
With respect to the conduct of meetings of stockholders, the amendments provide additional flexibility for determining who will preside over such meetings.
With respect to appointing officers of the Company, the amendments clarify the Chief Executive Officer’s authority to appoint officers authorized in the Bylaws, update the descriptions of various officers of the Company, and provide that the Board and the Chief Executive Officer retain the discretion to choose not to fill any office for any period as they may deem advisable, except as otherwise required by law.
The amendments further clarify that both the Board and the Chief Executive Officer: can delegate authority to officers, notwithstanding any provision of the Bylaws; have the authority to remove officers; and may elect a successor to fill any vacancy that occurs in any office of the Company (except that the Chief Executive Officer may not elect a successor to that office).
The amendments also include various conforming, technical, and other non-substantive changes.
The above description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 hereto and incorporated herein by reference.
Section 9—Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Exhibit Description | |
| 3.1 | Amended and Restated Bylaws of Mattel, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |
| ** | 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/ Jonathan Anschell | |
| Name: | Jonathan Anschell | |
| Title: | Executive Vice President, Chief Legal Officer, and Secretary | |
Dated: March 29, 2022