UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
May 8, 2012
JAKKS PACIFIC, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
| 0-28104 | 95-4527222 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 22619 Pacific Coast Highway, Malibu, California | 90265 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(310) 456-7799
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 8, 2012, Leigh Anne Brodsky was elected as an independent member of our board of directors. Ms. Brodsky has also been appointed to the Nominating and Corporate Governance Committee and the Compensation Committee of the Board.
As previously reported, on April 22, 2012, we entered into an agreement with Clinton Group, Inc. and its affiliated funds (“Clinton”) providing for, among other things, expanding our board of directors from six to eight directors, with the new directors subject to Clinton’s reasonable approval, and Ms. Brodsky fills the remaining vacancy on our Board.
Except as described above with respect to Clinton’s approval, there is no arrangement or understanding between Ms. Brodsky and any other persons pursuant to which Ms. Brodsky was selected as a director. There are no transactions involving Ms. Brodsky requiring disclosure under Item 404(a) of Regulation S-K. Ms. Brodsky’s compensation for service as a non-employee director will be consistent with that of the Company’s other non-employee directors, subject to proration to reflect the commencement date of her service on the Board. The non-employee director compensation structure is described under the caption “Compensation of Directors” in the Company’s proxy statement for its September 16, 2011 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on August 22, 2011.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description |
| 10.1 | Settlement Agreement, dated as of April 22, 2012, by and between JAKKS Pacific, Inc. and Clinton Group, Inc. (1) |
| 99.1 | Press Release, dated May 9, 2012. (2) |
____________
| (1) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed April 24, 2012, and incorporated herein by reference. |
| (2) | Filed 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.
| JAKKS PACIFIC, INC. | |||||
| Date: | May 9, 2012 | By: | /s/ JOEL M. BENNETT | ||
| Name: | Joel M. Bennett | ||||
| Title: | CFO | ||||
Index to Exhibits
| Exhibit No. | Description | |
| 10.1 | Settlement Agreement, dated as of April 22, 2012, by and between JAKKS Pacific, Inc. and Clinton Group, Inc. (1) | |
| 99.1 | Press release issued by the Company dated May 9, 2012. |
____________
(1) Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed April 25, 2012, and incorporated herein by reference.
(2) Filed herewith.
JAKKS Pacific Announces Election of Leigh Anne Brodsky
To Board of Directors
Malibu, CA – May 9, 2012 – Leading U.S. toy and consumer products company, JAKKS Pacific, Inc. (Nasdaq: JAKK) announced the election of Leigh Anne Brodsky as a new independent member of its Board of Directors and her appointment to the Nominating and Corporate Governance Committee and Compensation Committee of the Board.
“We are very pleased that Leigh Anne Brodsky has agreed to join our Board of Directors,” said Stephen Berman, President and CEO, JAKKS Pacific, Inc. “We are confident that her deep experience in our industry will prove highly beneficial to our Company and its shareholders.”
Ms. Brodsky is a 25-year veteran of the children’s entertainment and toy industry. Until September 2011 she served as President of Nickelodeon & Viacom Consumer Products, Inc., where she oversaw worldwide licensing and merchandising for Nickelodeon (Dora the Explorer®, Spongebob Squarepants™, Teenage Mutant Ninja Turtles®, Rugrats®, Blues Clues®), MTV (Jersey Shore™, Beavis and Butthead), and Comedy Central (South Park). Prior to her nearly 13 years with Viacom, Ms. Brodsky worked in senior executive roles for Lorne Michaels’ Broadway Video (Saturday Night Live®, Lassie, Rudolph the Red-Nosed Reindeer) and Scripps Howard’s United Media (Peanuts™, Garfield™). Ms. Brodsky is currently a Board member of the Children’s Brain Tumor Foundation and served from 2010-11 as an elected Board member of the Toy Industry Association. Her numerous industry awards include induction into the Licensing Industry Merchandisers’ Association Licensing Hall of Fame in 2011 and selection as Advertising Age Marketer of the Year in 2003.
About JAKKS Pacific, Inc.
JAKKS Pacific, Inc. (NASDAQ: JAKK) is a leading designer and marketer of toys and consumer products with a wide range of products that feature popular brands and children's toy licenses. JAKKS’ diverse portfolio includes Action Figures, Electronics, Dolls, Dress-Up, Role Play, Halloween Costumes, Kids Furniture, Vehicles, Plush, Art Activity Kits, Seasonal Products, Infant/Pre-School, Construction Toys, Ride-On Vehicles, Wagons, Inflatable Environments and Tents, and Pet Toys sold under various proprietary brands including JAKKS Pacific®, Creative Designs International™, Road Champs®, Funnoodle®, JAKKS Pets™, Plug It In & Play TV Games™, Kids Only!™, Tollytots®, Disguise® and Moose Mountain®. JAKKS is an award-winning licensee of several hundred nationally and internationally known trademarks including Nickelodeon®, Warner Bros.®, Ultimate Fighting Championship®, Hello Kitty®, Graco®, Cabbage Patch Kids® and Pokémon®. JAKKS’ Monsuno™ toy line is based on the new Monsuno™ animated television series. www.jakks.com
This press release may contain forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations, estimates and projections about JAKKS Pacific's business based partly on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such statements due to numerous factors, including, but not limited to, those described above, changes in demand for JAKKS' products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, and difficulties with integrating acquired businesses. The forward-looking statements contained herein speak only as of the date on which they are made, and JAKKS undertakes no obligation to update any of them to reflect events or circumstances after the date of this release.
© 2012 JAKKS Pacific, Inc. All rights reserved.
CONTACT:
Anne-Marie Feliciano
JAKKS Pacific, Inc.
anne-marief@jakks.net
(310) 455-6245