Mattel gives board seat to largest shareholder EdgePoint under cooperation agreement

Mattel has added a representative of its largest shareholder to its board, signing a cooperation agreement with EdgePoint Investment Group that caps how much more of Mattel's stock the Canadian investment firm can buy.

The board appointed Lee Matheson, a partner at EdgePoint, as a director effective Oct. 21 and expanded itself from nine to 10 members, according to an 8-K Mattel filed Wednesday evening. EdgePoint owns about 18% of Mattel, the company said in a press release attached to the filing. Mattel agreed to nominate Matheson for re-election at its 2027 annual meeting.

The standstill

In return, EdgePoint agreed to customary voting commitments, confidentiality provisions and a standstill. Under the agreement, EdgePoint may not acquire stock or economic exposure that would take its holdings above 50,515,811 Mattel shares while the agreement is in effect, although an increase in its percentage stake caused only by Mattel buying back shares does not count as a breach.

The two sides also agreed to mutual non-disparagement. Mattel's obligations to seat and replace an EdgePoint director end in certain circumstances, including if EdgePoint's stake drops below 10% of outstanding shares. The agreement runs until five business days after the later of the day after the 2027 annual meeting or the date Matheson or a successor leaves the board.

"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," Chairman and CEO Roger Lynch said in the release.

Matheson said EdgePoint "has long believed in the value of the Company's world-class brands" and that he looks forward to "unlocking Mattel's intrinsic value for the benefit of all shareholders." He will be paid under Mattel's standard program for non-employee directors.

By the numbers

• EdgePoint stake: about 18%
• Board size: 10, up from nine
• Standstill cap: 50,515,811 shares
• Director rights fall away if EdgePoint drops below 10%

Sources

1. Mattel, Inc., Form 8-K (Items 1.01, 5.02, 7.01) with Exhibit 10.1 cooperation agreement and Exhibit 99.1 press release dated Oct. 21, 2026, accession 0001193125-26-428038

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