Section 5 – Corporate Governance and Management
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 14, 2021, the Board of Directors (the “Board”) of Mattel, Inc. (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective immediately.
With respect to stockholder meetings, the amendments provide procedures for establishing an ownership record date to determine the stockholders entitled to deliver a written request to call a special meeting, clarify the meeting attendance requirements for stockholders and their qualified representatives, including requiring at least five days’ prior notice of authorization to act as a qualified representative at any stockholder meeting, clarify that the number of director nominees a stockholder may submit may not exceed the number of directors to be elected at the applicable stockholder meeting, and clarify certain informational requirements in connection with director nominations.
The amendments define “internal corporate claims” for purposes of the Delaware exclusive forum bylaw provision, including claims where Delaware law confers jurisdiction on the Court of Chancery. The amendments also provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933.
In addition, the amendments incorporate changes in light of amendments to Delaware law, including clarifying who is entitled to indemnification to the extent that they are successful on the merits or otherwise in defense of a proceeding, adding an emergency bylaw, which replaces the prior provision regarding establishing an emergency management committee, and updating provisions relating to the delivery and signature of documents and the delivery of consents and notices.
The amendments also permit greater flexibility in forming, and delegating authority to, committees of the Board, incorporate the use of gender-neutral pronouns, change the title “Chairman” to “Chair” throughout, and 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:
