美泰（Mattel）8-K 修订新任 CEO Roger Lynch 聘任协议：上任日提前、立即授予股权，并把 2028 年底前控制权变更的离职补偿倍数提至 2.99 倍并加 280G 税款补偿

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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):
October 12, 2026
MATTEL, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-05647
95-1567322
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
333 Continental Boulevard
El Segundo
,
California
90245-5012
(Address of principal executive offices including 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 (see General Instruction A.2. below):
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $1.00 per share
MAT
The Nasdaq Global Select Market
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. ☐
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 12, 2026, Mattel, Inc. (the “Company” or “Mattel”) entered into an amendment (the “Amendment”) to the letter agreement, dated September 29, 2026, between the Company and Roger Lynch (the “Offer Letter”), with respect to Mr. Lynch’s service as the Company’s Chief Executive Officer. The Company previously disclosed the appointment of Mr. Lynch as the Company’s Chief Executive Officer and the entry into the Offer Letter in its Current Report on Form
8-K
filed with the Securities and Exchange Commission on September 30, 2026. The amendment was made following recent external developments.
The Amendment provides that Mr. Lynch’s start date (the “Start Date”) will be October 12, 2026 and each of the make-whole restricted stock unit award, the inducement performance-based restricted stock unit award and the 2026 annual long-term incentive award to be granted to Mr. Lynch under the Offer Letter will be granted on the Start Date (instead of the last trading day of the month in which the Start Date occurs), with the make-whole restricted stock unit award consisting of 461,538 restricted stock units, the inducement performance-based restricted stock unit award consisting of 461,538 performance-based restricted stock units (with the initial Mattel share price for purposes of the relative total shareholder return metric being the
per-share
closing price of Mattel common stock on September 30, 2026, the date of the announcement of Mr. Lynch’s appointment as Chief Executive Officer), and the 2026 annual long-term incentive award consisting of 461,538 performance-based restricted stock units (at target) and 307,692 restricted stock units. The vesting and other terms and conditions of each such award otherwise remain as set forth in the Offer Letter and previously disclosed in the Company’s Current Report on Form
8-K
filed with the Securities and Exchange Commission on September 30, 2026.
The Amendment also provides that, upon a termination of employment that would entitle Mr. Lynch to receive
change-in-control
severance benefits under the Company’s Amended and Restated Executive Severance Plan B (“Severance Plan B”) (a “Change of Control Covered Termination”) that occurs on or prior to December 31, 2028, the multiplier used to calculate his
change-in-control
cash severance payment under Severance Plan B will be 2.99 times (rather than two times), and that, if a change of control of the Company occurs on or prior to December 31, 2028 and Mr. Lynch receives any payments or benefits that are subject to an excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, Mr. Lynch will, subject to certain limitations, be entitled to a payment that puts him in the same
after-tax
position as though such tax did not apply.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description of Exhibit
10.1
Amendment, dated October 12, 2026, to the Letter Agreement, dated September 29, 2026, between Mattel, Inc. and Roger Lynch.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
MATTEL, INC.
Registrant
By:
/s/ Jonathan Anschell
Name:
Jonathan Anschell
Title:
Executive Vice President,
Chief Legal Officer, and Secretary
Date: October 14, 2026

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EX-10.1
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d171641dex101.htm
EX-10.1
EX-10.1
Exhibit 10.1
Execution Version
October 12, 2026
Dear
Roger:
Reference is made to that certain offer letter between you and Mattel, Inc., dated September 29, 2026 (the “
Offer
Letter
”). Capitalized terms used but not defined in this amendment (this “
Amendmen
t”) have the meanings given to them in the Offer Letter. Effective as of the date hereof, the Company and you hereby agree to amend the
Offer Letter as follows:
1.
Start Date.
Your start date shall be October 12, 2026 (the “
Start Date
”).
2.
Stock Grants.
Notwithstanding the provisions of the Offer Letter under the captions “MAKE-WHOLE RSU AWARD,”
“INDUCEMENT PSU AWARD” and “FUTURE ANNUAL LTI GRANTS,” each of the Make-Whole RSU Award, the Inducement PSU Award and the 2026 Annual LTI Grant shall be granted on the Start Date, with the Make-Whole RSU Award consisting of
461,538 RSUs, the Inducement PSU Award consisting of 461,538 PSUs and the 2026 Annual LTI Grant consisting of 461,538 PSUs (at target) and 307,692 RSUs. The parties agree that, for purposes of the relative total shareholder return under the
Inducement PSU Award, the initial Mattel share price shall be the
per-share
closing price of Mattel common stock on September 30, 2026. Except as expressly set forth in this Section 2, the terms and
conditions of each such award (including, without limitation, the vesting terms and repayment conditions, as applicable) shall be the same as those set forth in the Offer Letter.
3.
CIC Severance Payment Multiplier.
Solely with respect to you, and only if you incur a Change of Control Covered Termination on or
prior to December 31, 2028, the reference to “two (2) times” in Section 3(c)(ii) of the Executive Severance Plan (which governs your CIC Severance Payment upon a Change of Control Covered Termination) is amended to read
“two and ninety-nine hundredths (2.99) times”. If you do not incur a Change of Control Covered Termination on or prior to December 31, 2028, Section 3(c)(ii) of the Executive Severance Plan shall apply in accordance with its
terms. For the avoidance of doubt, no other provision of the Executive Severance Plan is modified by this Section 3, including, without limitation, the Severance Period, the Restricted Period and the terms of any
Non-Change
of Control Covered Termination severance.
4.
Section 280G Tax Reimbursement
Payment.
Notwithstanding any provision of the Executive Severance Plan or the Offer Letter to the contrary, if a Change of Control (as defined in the Executive Severance Plan) occurs on or prior to December 31, 2028, this Section 4
shall apply to you instead of Section 4(b)(i) (Contingent Reduction of Parachute Payments) of the Executive Severance Plan. If a Change of Control does not occur on or prior to December 31, 2028, Section 4(b)(i) of the Executive
Severance Plan shall apply in accordance with its terms. Capitalized terms used but not defined in this Section 4 have the meanings given to them in the Executive Severance Plan.
(a)
Tax Reimbursement Payment.
If a Change of Control occurs on or prior to
December 31, 2028 (whether or not your employment terminates on or prior to such date) and any Payment would be subject to the Excise Tax, you shall be entitled to receive from the Company an additional payment (the “
Tax Reimbursement
Payment
”) in an amount such that, after payment by you of all taxes, including any income taxes (including any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Tax Reimbursement Payment, you retain an
amount of the Tax Reimbursement Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, if the aggregate Parachute Value of all Payments does not exceed 105% of the Safe Harbor Amount, no Tax Reimbursement Payment
shall be made and the Payments shall instead be reduced so that the aggregate Parachute Value of all Payments equals the Safe Harbor Amount, with such reduction made in the order set forth in Section 4(b)(i) of the Executive Severance Plan.
(b)
Determinations and Procedures.
All determinations required to be made under this Section 4, including whether and when a
Tax Reimbursement Payment is required and the amount thereof, shall be made by the Accounting Firm in accordance with the procedures set forth in Section 4(b)(ii) of the Executive Severance Plan. In the event of an underpayment, the Accounting
Firm shall determine the amount thereof, and such amount shall be promptly paid by the Company to you or for your benefit. You shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of a Tax Reimbursement Payment, and the parties shall cooperate in good faith in responding to (and, if determined to be appropriate, contesting) such claim, with the Company bearing and paying directly all costs and expenses
(including additional interest and penalties) incurred in connection with such response or contest. If, after your receipt of Tax Reimbursement Payment, you become entitled to receive any refund with respect to the Excise Tax to which such Tax
Reimbursement Payment relates, you shall pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). Any Tax Reimbursement Payment shall be paid by the Company to the applicable
tax authority on your behalf within thirty (30) days of receipt of the Accounting Firm’s determination;
provided
that the Tax Reimbursement Payment shall in all events be paid no later than the end of your taxable year next
following your taxable year in which the Excise Tax on a Payment is remitted to the Internal Revenue Service. It is intended that any Tax Reimbursement Payment shall be exempt from or comply with Section 409A of the Code, and this
Section 4 shall be construed accordingly.
5.
No Other Changes.
Except as expressly provided in this Amendment, the Offer
Letter, the Executive Severance Plan and all other equity, severance, benefit and compensation arrangements of the Company applicable to you remain in full force and effect in accordance with their terms. In the event of any conflict between this
Amendment and the Offer Letter or any such other arrangement, this Amendment shall control. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one
and the same agreement, and signatures delivered electronically or by facsimile transmission shall be deemed to be originals for all purposes.
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Please confirm your agreement with the foregoing by signing below.
Sincerely,
Mattel, Inc.
By:
/s/ Jonathan Anschell
Name: Jonathan Anschell
Title: Executive Vice President, Chief Legal Officer, Secretary, and Interim Principal Executive Officer
Agreed and accepted:
/s/ Roger Lynch
Roger Lynch
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