Mattel 2015 Annual Report Download - page 99

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95
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”; “The Board of Directors and Corporate Governance—Board Committees—Audit Committee”; "Executive
Officers"; and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Mattel 2016 Proxy Statement to be filed
with the SEC within 120 days after December 31, 2015 (the “Proxy Statement”).
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 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 “Executive
Compensation,” “The Board of Directors and Corporate Governance—Board Committees—Compensation Committee,” and
“Report of the 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.