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):

December 3, 2020

MATTEL, INC.

(Exact name of registrant as specified in its charter)

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:

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

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

On December 8, 2020, Mattel, Inc. (the “Company”) announced the appointment of Jonathan Anschell as Executive Vice President, Chief Legal Officer, and Secretary of the Company, effective January 1, 2021. Mr. Anschell will succeed Robert Normile, who will cease to serve as Executive Vice President, Chief Legal Officer, and Secretary of the Company after December 31, 2020. To help ensure a smooth transition, Mr. Normile will serve as an executive advisor from January 1, 2021 through a date in April 2021 as determined by the Company (the “Termination Date”), with the same compensation terms and conditions as he currently is receiving. Mr. Normile’s employment as an executive advisor and his employment with the Company will terminate effective as of the Termination Date.

Mr. Normile was notified of the transition and entered into a separation letter agreement with the Company (the “Separation Agreement”), which provides for Mr. Normile’s transition as described above, on December 3, 2020. In connection with Mr. Normile’s departure from the Company on the Termination Date, he will be entitled to receive severance payments and benefits, and accelerated vesting of certain equity awards, in respect of a Covered Termination in accordance with the Company’s Executive Severance Plan and an Involuntary Retirement in accordance with the Company’s Amended and Restated 2010 Equity and Long-Term Compensation Plan. The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is included as Exhibit 10.1 hereto.

Section 7 – Regulation FD

On December 8, 2020, the Company issued a press release announcing the appointment of Jonathan Anschell as Executive Vice President, Chief Legal Officer, and Secretary of the Company, succeeding Robert Normile, a copy of which is furnished as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

(d) Exhibits:

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.