Mattel 2014 Annual Report Download - page 116

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 Notice of
Annual Meeting of Stockholders and 2015 Proxy Statement to be filed with the SEC within 120 days after
December 31, 2014 (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 conduct” and satisfies the SEC rules regarding
disclosure of a “code of ethics” for the Interim 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 Interim 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 Interim 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 “Executive
Compensation” 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 the Board”; 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 “Audit
Matters—Fees Incurred for Services by PricewaterhouseCoopers LLP” in the Proxy Statement.
110