Mattel 2012 Annual Report Download - page 111

PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required under this Item is incorporated herein by reference to sections entitled
“Proposal 1—Election of Directors”; “Section 16(a) Beneficial Ownership Reporting Compliance”; and “The
Board of Directors and Corporate Governance—Board Committees—Audit Committee” in the Mattel 2013
Notice of Annual Meeting of Stockholders and Proxy Statement to be filed with the SEC within 120 days after
December 31, 2012 (the “Proxy Statement”). Information with respect to the executive officers of Mattel appears
under the heading “Executive Officers of the Registrant” in Part I herein. Mattel has adopted the Mattel Code of
Conduct (the “Code of Conduct”), which satisfies the listing rules of the NASDAQ Stock Market (“NASDAQ”)
regarding “code of business conduct and ethics” and satisfies the SEC rules regarding disclosure of a “code of
ethics” for the Chief Executive Officer, Chief Financial Officer and Controller. The Code of Conduct is publicly
available on Mattel’s corporate website at http://corporate.mattel.com, and the text of the Code of Conduct will
be updated on the website to reflect any amendment. A copy may also be obtained free of charge by mailing a
request in writing to: Secretary, Mail Stop M1-1516, Mattel, Inc., 333 Continental Blvd., El Segundo, CA 90245-
5012. If Mattel grants any waiver from a provision of the Code of Conduct for any executive officer or director,
or makes any substantive amendment to the SEC-mandated “code of ethics” that applies to the Chief Executive
Officer, Chief Financial Officer or Controller, Mattel will make disclosures to the extent required by applicable
laws, regulations and stock exchange listing standards on its corporate website or in a Current Report on Form 8-
K. Mattel has posted the Board of Directors’ corporate governance guidelines and the charters of its Audit,
Compensation and Governance and Social Responsibility Committees of the Board of Directors on its corporate
website at http://corporate.mattel.com. Copies of the corporate governance guidelines and committee charters
may be obtained free of charge by mailing a request to the address noted above.
Mattel has filed the Sarbanes-Oxley Act Section 302 certifications of its Chief Executive Officer and Chief
Financial Officer as Exhibit 31.0 and Exhibit 31.1 hereto, respectively.
Item 11. Executive Compensation.
The information required under this Item is incorporated herein by reference to sections entitled
“Compensation Disclosure” and “The Board of Directors and Corporate Governance—Board Committees—
Compensation Committee” in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information required under this Item is incorporated herein by reference to sections entitled “Principal
Stockholders”; “Security Ownership of Management”; and “Equity Compensation Plan Information” in the
Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required under this Item is incorporated herein by reference to sections entitled “Certain
Transactions with Related Persons” and “The Board of Directors and Corporate Governance—Director
Independence” in the Proxy Statement.
Item 14. Principal Accountant Fees and Services.
The information required under this Item is incorporated herein by reference to the section entitled
“Proposal 3—Ratification of Selection of Independent Registered Public Accounting Firm” in the Proxy
Statement.
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