Form 8-K
8-K — MATTEL INC /DE/
Accession: 0001193125-26-428038
Filed: 2026-10-22
Period: 2026-10-21
CIK: 0000063276
SIC: 3942 (DOLLS & STUFFED TOYS)
Item: Entry into a Material Definitive Agreement
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d111363d8k.htm (Primary)
EX-10.1 (d111363dex101.htm)
EX-99.1 (d111363dex991.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d111363d8k.htm · Sequence: 1
8-K
MATTEL INC /DE/ false 0000063276 0000063276 2026-10-21 2026-10-21
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 21, 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 1.01.
Entry into a Material Definitive Agreement.
On October 21, 2026, Mattel, Inc. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with EdgePoint Investment Group Inc. (“EdgePoint”).
Pursuant to the Cooperation Agreement, the Company has appointed Lee Matheson, a Partner at EdgePoint, to the Board of Directors (the “Board”) of the Company, effective October 21, 2026, with a term expiring at the annual meeting of stockholders of the Company to be held in 2027 (the “2027 Annual Meeting”). The Company also agreed to nominate Mr. Matheson for re-election at the 2027 Annual Meeting. The Cooperation Agreement provides for customary director replacement rights, pursuant to which the Company and EdgePoint have agreed to cooperate in good faith to select a mutually acceptable successor director in the event Mr. Matheson ceases to serve as director at any time prior to the annual meeting of stockholders of the Company to be held in 2028. The Company’s obligations with respect to, among other things, the appointment of Mr. Matheson, the nomination of Mr. Matheson for election at the 2027 Annual Meeting and the replacement of Mr. Matheson upon his departure from the Board terminate in certain circumstances, including if EdgePoint ceases to beneficially own at least 10% of the Company’s then outstanding common stock.
Pursuant to the Cooperation Agreement, EdgePoint has agreed to abide by certain customary voting commitments, standstill restrictions and confidentiality provisions, and the Company and EdgePoint have also agreed to certain customary mutual non-disparagement obligations.
The Cooperation Agreement will remain in effect until five business days following the later of (a) the day after the 2027 Annual Meeting and (b) the date on which Mr. Matheson or his successor ceases to serve on the Board.
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 is incorporated herein by reference.
On October 21, 2026, the Board appointed Mr. Matheson to the Board as a director with a term expiring at the 2027 Annual Meeting. In connection with the election of Mr. Matheson, the Board increased the size of the Board from nine to ten members.
Except for the Cooperation Agreement, Mr. Matheson was not appointed as a director pursuant to any arrangement or understanding between him and any other person. Mr. Matheson does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Matheson will participate in the same compensation program as each of the Company’s other non-employee directors. This program for the most recent fiscal year is described under “Non-Employee Director Compensation” in the Company’s proxy statement for its 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 14, 2026.
Item 7.01.
Regulation FD Disclosure.
On October 21, 2026, the Company issued a press release announcing the Company’s entry into the Cooperation Agreement and the appointment of Mr. Matheson as a director of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description of Exhibit
10.1
Cooperation Agreement, dated October 21, 2026, by and between Mattel, Inc. and EdgePoint Investment Group Inc.
99.1*
Press Release, dated October 21, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Furnished herewith.
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 21, 2026
EX-10.1
EX-10.1
Filename: d111363dex101.htm · Sequence: 2
EX-10.1
Exhibit 10.1
EXECUTION VERSION
COOPERATION AGREEMENT
This Cooperation Agreement (this “Agreement”), dated as of October 21, 2026, is by and between EdgePoint Investment
Group Inc., a corporation organized under the laws of the Province of Ontario, Canada, on behalf of itself and the investment funds, management entities and accounts managed by it or otherwise under its control (“EdgePoint”), and
Mattel, Inc., a Delaware corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, EdgePoint and the Company agree as follows:
1. Board Matters.
(a) New Director Appointment. Promptly (but in no event later than two (2) Business Days) following the date of
this Agreement, the Board of Directors of the Company (the “Board”) shall take such actions as are necessary in accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”) and the Delaware
General Corporation Law (the “DGCL”) to increase the size of the Board by one seat and appoint Lee Matheson (the “New Director”) to the Board, such New Director and any Successor Director (as defined below) to
be entitled to the full rights, privileges and powers of a director of the Board under the DGCL, the Bylaws or otherwise, for an initial term lasting until the annual meeting of stockholders of the Company to be held in 2027 (the “2027
Annual Meeting”).
(b) Nomination of New Director. The Company agrees that, provided that the New Director
is able and willing to serve on the Board and continues to be a Qualified Director (as defined below):
(i) at the 2027
Annual Meeting, the Board will include the New Director in the Company’s slate of nominees and proxy materials to stand for election as a director at the 2027 Annual Meeting, with a term expiring at the annual meeting of stockholders of the
Company to be held in 2028 (the “2028 Annual Meeting”);
(ii) the Board will recommend that the
stockholders of the Company vote to elect the New Director as a director of the Company at the 2027 Annual Meeting; and
(iii) the Company will use its reasonable best efforts (which will include the solicitation of proxies) to obtain the election
of the New Director at the 2027 Annual Meeting (provided, that in no event shall the Company use less than the same level of efforts and provide the same level of support as the Company uses or provides for the other director nominees of the
Company with respect to the 2027 Annual Meeting).
(c) New Director Agreements, Arrangements and Understandings.
EdgePoint agrees that it will not (i) pay any compensation to the New Director (including any Successor Director (as defined below)) or other member of the Board or any officer regarding such person’s service to the Company, including
on the Board or any committee thereof or (ii) have any agreement, arrangement or understanding, written or oral, with the New Director (including any Successor Director) regarding such person’s service to the Company, including on the
Board or any committee thereof (which for the avoidance of doubt shall not include ordinary course employment agreements or arrangements with EdgePoint), except, solely as to clause (ii), as disclosed to and consented to in advance by the
Company.
EXECUTION VERSION
(d) Committee Appointments. In the event that, prior to the expiration
of the Cooperation Period, the Board determines to form any new committee of the Board, the Board shall provide the New Director or the then-current Successor Director, as applicable, the opportunity to join such committee, subject to such
director’s eligibility to serve on such committee under applicable law and stock exchange rules. If such director elects to join such committee, the Board shall take such actions as are necessary to appoint such director to such committee to
serve until the expiration of the Cooperation Period. The Company agrees that the New Director and any Successor Director shall be given the same due consideration for membership to each other committee of the Board as any other director.
(e) Successor Director. In the event the New Director is no longer able to serve as a director at any time prior to the
2028 Annual Meeting, and at such time EdgePoint beneficially owns at least the Minimum Ownership Threshold (as defined below), EdgePoint and the Company will cooperate in good faith to select, and the Company will appoint, a substitute director who
is a Qualified Director and is mutually acceptable to the Company and EdgePoint (the “Successor Director”) to serve as a director of the Company for the remainder of the New Director’s term or until the Successor
Director’s earlier death, resignation, disqualification, retirement or removal from the Board. Effective upon the appointment of the Successor Director to the Board, such Successor Director will be considered the New Director for all purposes
of this Agreement. In the event that EdgePoint seeks to exercise its rights under this Section 1(e), EdgePoint shall certify in writing to the Company that it beneficially owns at least the Minimum Ownership Threshold at
such time. Any certification delivered pursuant to this Section 1(e) shall also certify the number of shares of Company Common Stock beneficially owned, in the aggregate, by EdgePoint as of the date of such certification.
Upon the appointment of a Successor Director to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Successor Director to any applicable committee or
sub-committee of the Board of which the replaced director was a member immediately prior to such director’s resignation, retirement or removal.
(f) New Director Information. As a condition to the New Director’s appointment to the Board and any subsequent
nomination for election as a director at any future Company annual meeting of stockholders, the New Director (and EdgePoint) will provide any information the Company reasonably requests, including consenting to appropriate background checks, and
including information required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards and information in connection with assessing eligibility, independence and other criteria applicable
to directors or satisfying compliance or legal obligations.
(g) Company Policies. The parties acknowledge that the
New Director, upon appointment to the Board, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of business conduct and ethics, trading and
disclosure policies, director resignation policies and other governance or other guidelines and policies of the Company as other non-employee directors of the Company, in each case, as in effect from time to
time and applied uniformly to all non-
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EXECUTION VERSION
employee directors (collectively, “Company Policies”); provided, that no Company Policy shall restrict the New Director or any Successor Director from sharing
information with EdgePoint in accordance with Section 4 and the Confidentiality Agreement (as defined below). EdgePoint acknowledges that it is aware that United States securities laws may prohibit any person possessing
material, non-public information from purchasing or selling securities of the issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities. Without limiting the foregoing, the New Director shall recuse himself or herself from any Board or committee deliberation or decision concerning EdgePoint, the interpretation or enforcement
of this Agreement or the Confidentiality Agreement, or any other matter as to which the Board or the applicable committee determines in good faith that the New Director has an actual or potential conflict of interest.
(h) Director Benefits. The New Director and any Successor Director will be entitled to the same director benefits
as other non-employee members of the Board, including (i) compensation for such directors’ service as directors and reimbursement of such directors’ expenses on the same basis as all other non-employee directors of the Board; (ii) equity-based compensation grants and other benefits, if any, on the same basis as all other non-employee directors of the Board;
and (iii) the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Board as such rights may exist from time to
time.
(i) Limitation of Appointment Right; Termination. The Company’s obligations under this
Section 1 shall automatically terminate, and EdgePoint shall have no rights under this Section 1, upon the earliest of: (A) such time as EdgePoint ceases to beneficially own, in the aggregate,
at least 10% of the then outstanding Company Common Stock (as defined below), without giving effect to any stock issuances (the “Minimum Ownership Threshold”), (B) such time as there shall have been a final, non-appealable judicial determination that EdgePoint or any other Restricted Person (as defined below) has materially breached the terms of this Agreement or the Confidentiality Agreement, or (C) such time as
the New Director (or a Successor Director) notifies the Company of his or her intent to resign from the Board and EdgePoint waives in writing any right to have a Successor Director appointed. Upon the occurrence of any of the foregoing events, if
the New Director (or a Successor Director) is on the Board, he or she shall promptly (and in any event within two (2) Business Days of the occurrence of the events described in clauses (A) or (B) above) deliver his or her
written resignation to the Board for his or her immediate resignation, and EdgePoint agrees to direct the New Director (or a Successor Director) to resign from the Board if he or she fails to resign if and when required pursuant to this
Section 1(i), it being understood that the Company will be entitled to treat such person’s term as having ended upon the occurrence of any of the events described in clauses (A), (B) or
(C) above.
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EXECUTION VERSION
2. Cooperation.
(a) Non-Disparagement. From the date of this Agreement until the date that is
five (5) Business Days after the later of (x) the day following the date of the 2027 Annual Meeting or (y) the date on which the New Director (or any Successor Director) has ceased to serve on the Board (such period, the
“Cooperation Period”):
(i) Each of the Company and EdgePoint agrees that it will not, and it will
direct its Representatives and their respective directors, officers, general partners and employees not to, directly or indirectly, make or cause to be made any statement or announcement, whether verbal, in writing (including in a television, radio,
newspaper or magazine interview or podcast, Internet or social media communication or to any stockholder, holder of any other securities of the Company or any of its subsidiaries, sell-side or buy-side
analyst, member of the media or other third party) that constitutes an ad hominem attack on, or that otherwise disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of the other party, its Affiliates, its
subsidiaries or its or their business or any of its or their current or former directors (or its functional equivalent) (including any current or former nominee for director) or officers or employees; provided that any non-public statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the Company not supported by the New Director (or any Successor Director) that do
not disparage, defame, slander, impugn or that are not reasonably likely to damage the reputation of any of the Company’s officers, directors, employees, stockholders, agents, attorneys or Representatives, shall not be deemed to be a breach of
this Section 2(a) (for the avoidance of doubt, subject to any obligations of confidentiality that may otherwise apply and provided that any such statement will only speak to a matter that has been made public by the
Company).
(ii) Nothing in this Agreement shall prohibit EdgePoint or the Company from (A) communicating, on a
confidential basis, with its Representatives and their respective directors, officers, employees, Affiliates and its and their attorneys, accountants, or advisors (including financial advisors); (B) taking any action to enforce this Agreement or
that is necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over EdgePoint or the Company or any of its subsidiaries, as the
case may be; or (C) complying with any subpoena or other applicable legal process or responding to a request for information from any governmental authority with jurisdiction over the person from whom information is sought; provided,
that such person shall, to the extent legally permissible, promptly notify the other party upon receipt of such request and shall only provide information in response to such request that it reasonably believes is legally required to be disclosed
upon the advice of its legal counsel.
(b) Voting of EdgePoint’s Shares. During
the Cooperation Period, EdgePoint will cause all of the outstanding Common Stock, par value $1.00 per share, of the Company (“Company Common Stock”) that EdgePoint has the sole right to vote (or to direct the vote) as of the
applicable record date (or, with respect to shares of Company Common Stock that EdgePoint has a shared right to vote as of the applicable record date, EdgePoint shall use its reasonable best efforts to cause such shares) to be present in person or
by proxy for quorum purposes and to be voted at any meeting of stockholders of the Company or at any adjournments or postponements thereof, and to consent in connection with any action by written consent in lieu of a meeting, (i) in favor of
each director nominated and recommended by the Board for election at any annual meeting held during the Cooperation Period, or, if applicable, any other meeting of stockholders of the Company during the Cooperation Period, (ii) against any
nominees for director that are not approved and recommended by the Board for election at any such meeting or through any such written consent, (iii) against any proposals or resolutions to remove any member of the
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EXECUTION VERSION
Board and (iv) in accordance with Unanimous Recommendations by the Board on all other proposals or business that may be the subject of stockholder action at such meetings; provided
that, with respect to the foregoing clause (iv), (1) in the event that Institutional Shareholder Services, Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise than the
Board with respect to any proposal submitted by the Company or any of its stockholders, EdgePoint and its Affiliates shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation in their sole discretion, (2) EdgePoint and
its Affiliates shall be permitted to vote in their sole discretion on any proposal with respect to any Extraordinary Transaction (provided, however, that if all directors then serving on the Board (including the New Director or the
then-current Successor Director, as applicable, who shall not have been recused from the Board’s deliberations with respect thereto) unanimously recommend, adopt or otherwise approve (a “Unanimous Recommendation”) an
Extraordinary Transaction, then EdgePoint shall be required to vote in accordance with such Unanimous Recommendation) and (3) EdgePoint and its Affiliates shall be permitted to vote in their sole discretion on any proposal relating to
(x) any amendment to the Company’s Restated Certificate of Incorporation or the Bylaws or (y) the adoption, amendment, extension or ratification of any stockholder rights plan or similar plan or arrangement.
(c) Standstill. During the Cooperation Period, EdgePoint will not, and will direct its Representatives acting on its
behalf (collectively with EdgePoint, the “Restricted Persons”) not to, directly or indirectly, without the prior written consent of the Company:
(i) acquire, offer or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer or otherwise,
through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the
Exchange Act (as defined below)) or direct any third party in the acquisition of, record or beneficial ownership of any securities of the Company or rights or options to acquire any securities of the Company, or engage in any swap or hedging
transactions or other derivative agreements of any nature with respect to any securities of the Company, in each case, if such acquisition, offer, agreement or transaction would result, if consummated, in EdgePoint having beneficial ownership of or
economic exposure to more than 50,515,811 shares of Company Common Stock; it being understood that (1) any increase in EdgePoint’s percentage ownership of, or economic exposure to, the Company Common Stock resulting solely from any
repurchase of shares by the Company or any other reduction in the number of outstanding shares of Company Common Stock shall not constitute a breach of this Section 2(c)(i) and (2) the acquisition of
interests in broad-based index funds, exchange-traded funds or similar baskets of securities shall not be deemed an acquisition of securities of the Company for purposes of this Section 2(c)(i);
(ii) (A) call or seek to call (publicly or otherwise), alone or in concert with others, a meeting of the Company’s
stockholders or to act by written consent (or the setting of a record date therefor), (B) seek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the
nomination of, any candidate to the Board, except as expressly set forth in Section 1, (C) make any stockholder proposal at any meeting of the stockholders of the Company, (D) seek, alone or in concert with others, the
removal of any member of the Board or to reduce the support for election or reelection of any candidate to the Board who is nominated by the Board (including through any “withhold” or similar campaign), or (E) conduct a referendum
of stockholders of the Company;
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EXECUTION VERSION
(iii) make or submit, cause or participate in, knowingly facilitate any other
person to make or submit, any proposal for, or offer of (with or without conditions), either alone or in concert with others, any tender offer, exchange offer, merger, amalgamation, consolidation, acquisition, business combination, recapitalization,
securities issuance, restructuring, reorganization, liquidation, separation, dissolution or other extraordinary transaction involving the Company (including its subsidiaries and joint ventures or any of their respective securities or assets) (each,
an “Extraordinary Transaction”), or make any public (or reasonably expected to become public) statement with respect to any Extraordinary Transaction that has not been publicly announced by the Company or the counterparty to a
definitive written agreement with the Company providing for such Extraordinary Transaction; provided, that the foregoing shall not restrict the Restricted Persons from tendering shares or receiving consideration or other payment for shares in
any Extraordinary Transaction on the same basis as other stockholders of the Company; or
(iv) enter into any discussions,
negotiations, agreements, arrangements or understandings with any third party with respect to any of the matters set forth in this Section 2(c); take any action that could reasonably be expected to cause or require
EdgePoint, the Company or any of its Affiliates to make a public announcement regarding any of the types of matters set forth in this Section 2(c); or announce or otherwise disclose publicly any interest, intention or plan
to do any of the matters set forth in this Section 2(c);
provided, that the restrictions in this
Section 2(c) shall not be deemed to prohibit any Restricted Person from (1) communicating privately with the Board or the Company’s executive officers, so long as such communications are not intended to, and
would not reasonably be expected to, require any public disclosure of such communications (including, for the avoidance of doubt, as a result of any filing, or any amendment of any filing, required to be made with the SEC), (2) communicating
privately with stockholders of the Company in a manner that does not otherwise violate this Section 2(c), or (3) making any public or private statement or announcement with respect to any Extraordinary Transaction that
is publicly announced by the Company or the counterparty to a definitive written agreement with the Company providing for such Extraordinary Transaction; provided, that if such Extraordinary Transaction has been unanimously recommended by all
directors then serving on the Board (including the New Director or the then-current Successor Director, as applicable, who shall not have been recused from the Board’s deliberations with respect thereto), then no Restricted Person shall make
any public comment on such Extraordinary Transaction inconsistent with such recommendation. Furthermore, nothing in this Agreement shall restrict the New Director or any Successor Director from engaging in discussions among other members of the
Board and/or management, advisors (including financial advisors), Representatives or agents of the Company.
(d) Adverse Amendments.
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EXECUTION VERSION
(i) During the Cooperation Period, the Company shall not, without the prior
written consent of EdgePoint, amend or propose to amend the Company’s Restated Certificate of Incorporation or the Bylaws in any manner that would adversely affect the rights of EdgePoint as a stockholder in a manner disproportionate to other
stockholders.
(ii) From the date of this Agreement until the day after the 2028 Annual Meeting, the Company shall not,
without the prior written consent of EdgePoint, amend or propose to amend the Company’s Restated Certificate of Incorporation or the Bylaws in any manner that would increase the ownership threshold required for stockholders of the Company to
call a special meeting of stockholders.
3. Public Announcement. No later than 9:00 a.m., Eastern Time, on the first Business Day
following the date of this Agreement, the Company shall issue a press release in the form attached to this Agreement as Exhibit A (the “Press Release”). Substantially concurrently with the release of the Press Release, or
otherwise by the applicable deadline for filing, (a) the Company shall file a Current Report on Form 8-K (the “Form 8-K”) and (b) EdgePoint
shall file a Schedule 13D (the “Schedule 13D”). The Company shall provide EdgePoint and its Representatives with a reasonable opportunity to review a draft of the Form 8-K prior to its
filing with the SEC and shall consider in good faith any timely comments of EdgePoint and its Representatives. EdgePoint shall provide the Company and its Representatives with a reasonable opportunity to review a draft of the Schedule 13D prior to
its filing with the SEC and shall consider in good faith any timely comments of the Company and its Representatives. Neither the Company nor EdgePoint shall, prior to the issuance of the Press Release, make any public statement (or other
communication reasonably expected to become or result in a public disclosure) regarding this Agreement, the subject matter of this Agreement or the matters set forth in the Press Release, in each case, without the prior written consent of the other
party.
4. Confidentiality; Insider Trading Restrictions. The Company and EdgePoint agree that the New Director may provide
confidential information of the Company to EdgePoint for the purpose of assisting the New Director in his or her role as a director of the Company and related compliance matters for the Company and EdgePoint subject to, and solely in accordance with
the terms of, the confidentiality agreement which EdgePoint and the Company are executing simultaneously with EdgePoint’s execution and delivery of this Agreement (the “Confidentiality Agreement”). EdgePoint acknowledges
that it is aware that United States securities laws may restrict any person who has material, nonpublic information about a company from purchasing or selling any securities of such company while in possession of such information.
5. Representations and Warranties of the Company. The Company represents and warrants to EdgePoint as follows: (a) the Company has
the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed, and
delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms; and (c) the execution, delivery and performance of this Agreement by the
Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice
or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational
document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.
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EXECUTION VERSION
6. Representations and Warranties of EdgePoint. EdgePoint represents and
warrants to the Company as follows: (a) EdgePoint has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this
Agreement has been duly and validly authorized, executed, and delivered by EdgePoint, constitutes a valid and binding obligation and agreement of EdgePoint and is enforceable against EdgePoint in accordance with its terms; and (c) the
execution, delivery and performance of this Agreement by EdgePoint does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to EdgePoint, or (ii) result in any breach or violation
of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment,
acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which EdgePoint is a party or by which it is bound. EdgePoint further represents and warrants that (A) as of the date
of this Agreement, EdgePoint and its Affiliates beneficially own 50,515,811 shares of Company Common Stock and (B) EdgePoint has disclosed to the Company all agreements, arrangements, and understandings, written or oral, by or between
EdgePoint, on the one hand, and the New Director or any other person, on the other hand, relating to the Company, the Board, the voting, acquisition or disposition of Company securities, or the New Director’s service on the Board (which, for
the avoidance of doubt, shall not include any ordinary course employment agreements or similar arrangements between the New Director and EdgePoint or any investment management, sub-advisory or similar
agreements between EdgePoint and its clients entered into in the ordinary course of business).
7. Definitions. For purposes of
this Agreement:
(a) the term “Affiliate” has the meaning set forth in Rule
12b-2 promulgated by the SEC under the Exchange Act; provided, that none of the Company or its Affiliates or Representatives, on the one hand, and EdgePoint and its Affiliates or Representatives, on the
other hand, shall be deemed to be “Affiliates” with respect to the other for purposes of this Agreement; provided, further, that “Affiliates” of a person shall not include any entity, solely by reason of the
fact that one or more of such person’s employees or principals serves as a member of its board of directors or similar governing body, unless such person otherwise controls such entity;
(b) the terms “beneficial owner” and “beneficially own” have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act;
(c) the term “Business Day”
means any day other than a Saturday, Sunday or a day on which the SEC or banks in the City of New York are authorized or required by law to be closed;
(d) the terms “control” and “controlled” have the same meanings as set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act;
(e) the term “Exchange Act”
means the Securities Exchange Act of 1934, as amended;
-8-
EXECUTION VERSION
(f) the term “Independent” means that such person qualifies as independent
of the Company under all applicable listing standards, applicable rules of the SEC and publicly disclosed standards used by the Board as of the date of this Agreement in determining the independence of the Company’s directors;
(g) the terms “person” or “persons” mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of
any kind or nature;
(h) the term “Qualified Director” shall mean an individual who (i) qualifies as Independent
and (ii) meets all other qualifications required for service as a director set forth in the Bylaws and the Board of Directors Amended and Restated Guidelines on Corporate Governance, in each case under this clause (ii) as in effect on the
date of this Agreement and applied uniformly to all non-employee directors (it being acknowledged that the Board has determined that the New Director is a Qualified Director);
(i) the term “Representatives” means a party’s directors, principals, members, general partners, managers, officers,
employees, agents, and other representatives; and
(j) the term “SEC” means the U.S. Securities and Exchange Commission.
8. Notices. All notices, consents, requests, instructions, approvals and other communications provided for in this Agreement and
all legal process in regard to this Agreement shall be in writing and shall be deemed given (a) on the date of delivery, if delivered personally, (b) if sent by email, (i) on the date of delivery if sent on or prior to 5:00 p.m.
recipient’s local time (based on the location of the recipient as specified in this Section 8) and (ii) on the Business Day following the date of delivery if sent after 5:00 p.m. recipient’s local time
(based on the location of the recipient as specified in this Section 8); provided, in the case of the foregoing clauses (i) and (ii), that no undeliverable, “bounceback”
or similar automated message is received, or (c) on the first (1st) Business Day following the date of dispatch, if sent by a nationally recognized overnight courier (providing proof of delivery), in the case of each of the foregoing clauses
(a) through (c), to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
if to the Company:
Mattel,
Inc.
333 Continental Boulevard
El Segundo, California 90245-5012
Attention:
Jonathan Anschell, Chief Legal Officer
Email:
jonathan.anschell@mattel.com
with a copy to:
Wachtell,
Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Adam O. Emmerich
-9-
EXECUTION VERSION
Elina Tetelbaum
George N. Tepe
Email:
AOEmmerich@wlrk.com
ETetelbaum@wlrk.com
GNTepe@wlrk.com
if to
EdgePoint:
EdgePoint Wealth Management Inc.
700-150 Bloor St. W.
Toronto, ON M5S 2X9
Attention:
Sayuri Childs
Email:
childs@edgepointwealth.com
with a copy to:
Allen Overy
Shearman Sterling US LLP
599 Lexington Avenue
New York, New York 10022
Attention:
Alan Goudiss
Scott Petepiece
Sean
Skiffington
Email:
agoudiss@aoshearman.com
spetepiece@aoshearman.com
sean.skiffington@aoshearman.com
9. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, nothing contained herein shall require any director to
violate his or her fiduciary duties as a director of the Company.
10. Expenses. All fees, costs and expenses incurred in
connection with this Agreement and all matters related to this Agreement will be paid by the party incurring such fees, costs or expenses; provided that the Company shall, no later than ten (10) Business Days following a written request
therefor, reimburse EdgePoint for its reasonable and documented out-of-pocket fees and expenses, including legal expenses, in connection with its investment in the
Company or arising out of or related to this Agreement, in an amount not to exceed USD 500,000.
11. Specific Performance;
Remedies. The Company and EdgePoint acknowledge and agree that irreparable injury to the other party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that the Company and EdgePoint will be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE COMPANY AND EDGEPOINT AGREE
THAT (1) THE NON-BREACHING PARTY WILL BE ENTITLED TO INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; (2) THE BREACHING PARTY WILL NOT PLEAD IN DEFENSE THERETO THAT THERE WOULD
BE AN ADEQUATE REMEDY AT LAW; AND (3) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF.
-10-
EXECUTION VERSION
12. Governing Law; Venue.
(a) THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE
WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
(b) Each of the Company and EdgePoint (i) irrevocably and
unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the federal or other state courts located in Wilmington,
Delaware), (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such courts, (iii) agrees that any actions or proceedings arising in connection with this Agreement or the
transactions contemplated by this Agreement shall be brought, tried and determined only in such courts, (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (v) agrees that it will not bring
any action relating to this Agreement or the transactions contemplated hereunder in any court other than the aforesaid courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or
proceeding in the manner provided in Section 8 or in such other manner as may be permitted by applicable law as sufficient service of process, shall be valid and sufficient service thereof. EACH PARTY HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
13. Severability. If at any time subsequent to the date hereof, any provision of this Agreement is held by any court of competent
jurisdiction to be illegal, void or unenforceable, such provision will be of no force and effect, but the illegality or unenforceability of such provision will have no effect upon the legality or enforceability of any other provision of this
Agreement.
14. Termination. This Agreement will terminate on (a) the expiration of the Cooperation Period or (b) such
other date as mutually agreed between the parties. Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 2(d)(ii), 7, 8, 9, 10, 11, 12,
13, 14, 15, 16, 18, 19 and 20 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising
prior to such termination.
15. Counterparts. This Agreement may be executed in one or more counterparts and by scanned computer
image (such as .pdf), each of which will be deemed to be an original copy of this Agreement.
-11-
EXECUTION VERSION
16. No Third-Party Beneficiaries; Assignment. This Agreement is solely for the
benefit of the Company and EdgePoint and is not enforceable by any other persons, except the New Director or any Successor Director may enforce their rights under this Agreement. No party to this Agreement may assign its rights or delegate its
obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party, and any assignment in contravention hereof will be null and void.
17. Affiliates. EdgePoint agrees that it will cause its controlled Affiliates to comply with, and will direct their respective
employees and other Representatives to comply with, the terms of this Agreement. EdgePoint agrees to be responsible for any breach of the applicable terms of this Agreement by any of its Representatives (including, for the avoidance of doubt, the
New Director and any Successor Director), including any failure to comply with any instruction or direction EdgePoint is required to give them pursuant to this Agreement.
18. No Waiver. No failure or delay by any party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will
any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder.
19. Entire Understanding; Amendment. This Agreement and the Confidentiality Agreement contain the entire understanding of the
parties with respect to the subject matter hereof and supersede any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties, or any of them, with respect to the subject
matter of this Agreement and the Confidentiality Agreement. This Agreement may be amended only by an agreement in writing executed by the Company and EdgePoint.
20. Interpretation and Construction. Each of the Company and EdgePoint acknowledges that it has been represented by counsel of its
choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this
Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or
preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by the Company
and EdgePoint, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation. References to specified rules promulgated by the SEC shall be deemed to refer to such rules in effect as
of the date of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”
[Signature Page Follows]
-12-
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly
authorized signatories of the parties as of the date of this Agreement.
MATTEL, INC.
By:
/s/ Jonathan Anschell
Name:
Jonathan Anschell
Title:
Executive Vice President,
Chief Legal Officer and Secretary
[Signature Page to Cooperation Agreement]
EDGEPOINT INVESTMENT GROUP INC.
By:
/s/ Tye Bousada
Name:
Tye Bousada
Title:
Co-CEO
[Signature Page to Cooperation Agreement]
Exhibit A
Form of Press Release
Filed separately
as Exhibit 99.1 to the Current Report on Form 8-K.
EX-99.1
EX-99.1
Filename: d111363dex991.htm · Sequence: 3
EX-99.1
Exhibit 99.1
Mattel Enters into Cooperation Agreement with EdgePoint Investment Group Inc.
EdgePoint Partner Lee Matheson Joins Mattel Board of Directors
EL SEGUNDO, Calif. — October 21, 2026 — Mattel, Inc. (NASDAQ: MAT) (“Mattel” or the “Company”) today announced that
it has entered into a cooperation agreement with EdgePoint Investment Group Inc. (“EdgePoint”), an approximately 18% stockholder of the Company. In conjunction with the cooperation agreement, the Company has appointed Lee Matheson, a
Partner at EdgePoint, to the Company’s Board of Directors.
Roger Lynch, Chairman and CEO of Mattel, said: “We welcome Lee to Mattel’s
Board. Beyond his deep investor and public markets experience, his perspective as a Partner of Mattel’s longstanding and largest shareholder adds a new dimension to our board as we advance our brand-centric strategy and capitalize on the
potential of our business.”
Professor Noreena Hertz, Chair of Mattel’s Governance and Social Responsibility Committee, said: “Lee
brings to Mattel significant public company board experience, as well as an extensive background in investment management and financing. His strengths will complement our board’s existing capabilities as we continue to focus on enhancing value
for shareholders.”
Matheson said: “EdgePoint has been a Mattel investor and supporter for many years. The firm has long believed in the value
of the Company’s world-class brands and its premier intellectual property. I look forward to working alongside Roger and the entire board in pursuit of the shared goal of unlocking Mattel’s intrinsic value for the benefit of all
shareholders.”
About Lee Matheson
Matheson is
a Partner at EdgePoint Investment Group Inc. with a background spanning investment management, capital markets and board service. Prior to joining EdgePoint, he co-founded Broadview Capital Management Inc.,
where he served as portfolio manager of the Broadview Dark Horse LP, a long/short investment fund focused on Canadian small-cap securities. He currently serves on the Board of Directors of Tucows Inc., where
he chairs the Governance Committee, and has previously served on the boards of Optiva Inc., Echelon Financial Holdings Inc., RDM Corporation, AlarmForce Industries Inc., WesternOne Inc., Medworxx Solutions Inc., exactEarth Ltd., and Strad Inc. He is
a Chartered Financial Analyst (CFA) charterholder.
Cooperation Agreement
The cooperation agreement between Mattel and EdgePoint, which will be filed with the Securities and Exchange Commission (the “SEC”) on a Form 8-K, includes customary voting, standstill, confidentiality and other provisions.
Forward Looking Statements
This press release contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts or by their nature are uncertain, and include statements regarding Mattel’s guidance and goals for future periods and
other future events. The use of words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “looks forward,” “confident that,” “believes,”
and “targeted,” among others, generally identify forward-looking statements. These forward-looking statements are based on currently available operating, financial, economic, and other information and assumptions, and are
subject to a number of significant risks and uncertainties. A variety of factors or combination of factors, many of which are beyond Mattel’s control, may cause actual results or outcomes,
or the timing of those results or outcomes, to differ materially from those contained in any forward-looking statements. Specific factors that might cause such a difference include, but are not limited to: (i) Mattel’s ability to design,
develop, produce, manufacture, source, ship, and distribute products in a timely and cost-effective manner; (ii) sufficient interest in and demand for the products and entertainment Mattel offers by retail customers and consumers to profitably
recover Mattel’s costs; (iii) downturns in economic conditions affecting Mattel’s markets which can negatively impact retail customers and consumers, and which can result in lower employment levels and lower consumer disposable
income and spending, including lower spending on purchases of Mattel’s products; (iv) other factors which can lower discretionary consumer spending, such as higher costs for fuel and food, drops in the value of homes or other consumer
assets, and high levels of consumer debt; (v) potential difficulties or delays Mattel may experience in implementing cost savings and efficiency enhancing initiatives; (vi) other economic and public health conditions or regulatory changes
in the markets in which Mattel and its customers and suppliers operate, which could create delays or increase Mattel’s costs, such as higher commodity prices, labor costs, transportation costs, or outbreaks of disease; (vii) the effect of
inflation on Mattel’s business, including cost inflation in supply chain inputs and increased labor costs, as well as pricing actions taken in an effort to mitigate the effects of inflation; (viii) currency fluctuations, including
movements in foreign exchange rates, which can lower Mattel’s net revenues and earnings, and significantly impact Mattel’s costs; (ix) the concentration of Mattel’s customers, potentially increasing the negative impact to
Mattel of difficulties experienced by any of Mattel’s customers, such as bankruptcies or liquidations or a general lack of success, or changes in their purchasing or selling patterns; (x) the inventory policies of Mattel’s retail
customers, as well as the concentration of Mattel’s revenues in the second half of the year, which, coupled with reliance by retailers on quick response inventory management techniques, increases the risk of underproduction, overproduction,
and shipping delays; (xi) legal, reputational, and financial risks related to security breaches or cyberattacks; (xii) work disruptions, including as a result of supply chain disruption such as plant or port closures, which may impact
Mattel’s ability to manufacture or deliver product in a timely and cost-effective manner; (xiii) the impact of competition on revenues, margins, and other aspects of Mattel’s business, including the ability to offer products that
consumers choose to buy instead of competitive products; (xiv) the ability to secure, maintain, and renew popular licenses from licensors of entertainment properties; (xv) the ability to successfully develop, publish, and commercialize
digital games; (xvi) the ability to attract and retain talented employees and adapt to evolving workplace models; (xvii) the risk of product recalls or product liability suits and costs associated with product safety regulations;
(xviii) tariffs, tariff-related developments, including refunds, trade restrictions, or trade barriers, which depending on the effective date and duration of such measures, changes in the amount, scope, and nature of such measures in the
future, any countermeasures that the target countries may take, and any mitigating actions that may become available, could increase Mattel’s product costs and other costs of doing business, and other changes in laws or regulations in the
United States and/or in other major markets, such as China, in which Mattel operates, including, without limitation, with respect to taxes, trade policies, product safety, or sustainability, which may also increase Mattel’s product costs and
other costs of doing business, and in each case reduce Mattel’s earnings and liquidity; (xix) business disruptions or other unforeseen impacts due to economic instability, political instability, civil unrest, armed hostilities, such as
the conflict in the Middle East, or terrorist activities, natural and man-made disasters, pandemics or other public health crises, or other catastrophic events; (xx) failure to realize the planned
benefits from any investments or acquisitions made by Mattel, including Mattel163; (xxi) the impact of other market conditions or third-party actions or approvals, including those that result in any significant failure, inadequacy, or interruption
from
vendors or outsourcers, which could reduce demand for Mattel’s products, delay or increase the cost of implementation of Mattel’s programs, or alter Mattel’s actions and reduce
actual results; (xxii) changes in financing markets or the inability of Mattel to obtain financing on attractive terms; (xxiii) the impact of litigation, arbitration, or regulatory decisions or settlement actions;
(xxiv) Mattel’s ability to navigate regulatory frameworks in connection with new areas of investment, product development, or other business activities, such as artificial intelligence; (xxv) the potential impact of the development,
use, and integration of artificial intelligence and machine learning technologies in Mattel’s business and products; (xxvi) the sufficiency of additional controls and procedures that Mattel has implemented to remediate the prior material
weakness in Mattel’s internal control over financial reporting, additional material weaknesses or other deficiencies in the future, or the failure to maintain an effective system of internal control; and (xxvii) other risks and
uncertainties as may be described in Mattel’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of Mattel’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2025, and subsequent periodic filings, as well as in Mattel’s other public statements. Mattel does not update forward-looking statements and expressly disclaims any obligation to do so, except as required by
law.
About Mattel
Mattel is a leading global play
and family entertainment company and owner of one of the most iconic brand portfolios in the world. We engage consumers and fans through our franchise brands, including Barbie®, Hot Wheels®, Fisher-Price®, American Girl®, Thomas & Friends™, UNO®, Masters of the Universe®, Matchbox®, Monster High®, and Polly Pocket®, as well as other popular properties that we
own or license in partnership with global entertainment companies. Our offerings include toys, content, consumer products, digital and live experiences. Our products are sold in collaboration with the world’s leading retail and ecommerce
companies. Since its founding in 1945, Mattel is proud to be a trusted partner in empowering generations to explore the wonder of childhood and reach their full potential. Visit us at mattel.com.
Press Contact
Catherine Frymark
catherine.frymark@mattel.com
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Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
duration