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MATTEL INC /DE/ Proxy Solicitation & Information Statement 2011

Mar 30, 2011

30976_rns_2011-03-30_f9b970b3-7ad5-495d-b8f6-35cc08e5a900.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy Statement ¨ Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material Pursuant
to §240.14a-12

Mattel, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 13, 2011.

| MATTEL, INC. | Meeting
Information |
| --- | --- |
| | Meeting Type: Annual Meeting |
| | For holders as of: March 18, 2011 |
| | Date: May 13, 2011 Time: 9:00 AM |
| | Location: The Manhattan Beach Marriott |
| | 1400 Parkview Avenue |
| MATTEL, INC. 333 CONTINENTAL BLVD. EL SEGUNDO, CA
90245-5012 | Manhattan Beach, CA
90266 |
| | You are receiving this communication because you
hold shares in the above named company. |
| | This is not a ballot. You cannot use this notice to
vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side). |
| | We encourage you to access and review all of the
important information contained in the proxy materials before voting. |
| | See
the reverse side of this notice to obtain proxy materials and voting instructions. |

M29889-P07796

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
ADMISSION POLICY
How to View Online:
Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the
following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following
methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : [email protected]
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the
box marked by the arrow è XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please
make the request as instructed above on or before May 1, 2011 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: Mattel stockholder meetings have attendance requirements including, but not limited to, proof of stock
ownership and appropriate photo identification at the meeting. Please check the proxy materials, in particular, the
Admission Policy, for more detailed information. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in
the box marked by the arrow è XXXX XXXX XXXX available and follow the instructions.
Vote By
Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

M29890-P07796

Voting Items
The Board of Directors recommends a vote “FOR” all nominees listed. 1. Election of Directors.
Nominees: The Board of Directors recommends a vote “FOR” Proposal 2.
1a. Michael J. Dolan 2. Advisory vote to approve executive
compensation, as described in the Mattel, Inc. Proxy Statement.
1b. Robert A. Eckert The Board of Directors
recommends a vote for “1 YEAR” on Proposal 3.
1c. Dr. Frances D. Fergusson 3. Advisory vote on the frequency of future advisory votes on
executive compensation every 1, 2 or 3 years, as indicated.
1d. Tully M. Friedman
1e. Dominic Ng The Board of Directors recommends a vote “FOR” Proposals 4 and
5.
1f. Vasant M. Prabhu 1g. Dr. Andrea L. Rich 4. Approval of amendments to Mattel, Inc.
Bylaws regarding special stockholder meetings.
5. Ratification of the
selection of PricewaterhouseCoopers LLP as Mattel, Inc.’s independent registered public accounting firm for the year ending December 31, 2011.
1h. Dean A. Scarborough 1i. Christopher A. Sinclair
NOTE: Such other business as may properly come before the meeting or any adjournment
thereof.
1j. G. Craig Sullivan
1k. Kathy Brittain White

M29891-P07796

M29892-P07796