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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):
June 5, 2026
JAKKS
PACIFIC, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
0-28104 |
|
95-4527222 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
| 2951
28th Street, Santa
Monica, California
|
|
90405 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (424) 268-9444
Securities registered or to be registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, $.001 par value |
|
JAKK |
|
NASDAQ Global Select Market |
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:
| ☐ |
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)) |
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 5.07. Submission of Matters to a Vote of Security Holders.
We mailed a Notice on or
about April 22, 2026 to our stockholders of record as of April 8, 2026 in connection with our Annual Meeting of Stockholders, which was
held virtually (online) on June 5, 2026. At the Meeting, the stockholders voted on three matters as follows: (i) election of one Class
III Director, and the nominee (MacPherson) was elected, (ii) the ratification of our auditors, which was approved, and (iii) an advisory
vote concerning compensation of our named executive officers, which was not approved.
The first matter was the election of the
member of Class III of the Board of Directors. The nominee received a majority of the votes cast and was elected and the tabulation of
the votes (both in person and by proxy) was as follows:
| Nominee for Directors | |
For | | |
Withheld | |
| Lori MacPherson | |
| 6,049,474 | | |
| 2,802,028 | |
There were 962.759 broker held non-voted shares represented at the
Meeting with respect to this matter.
The second matter
upon which the stockholders voted was the proposal to ratify the appointment by the Board of Directors of BDO USA, P.C. as our independent
certified public accountants for 2026, which matter was approved. The tabulation of the votes (both in person and by proxy) was as follows:
| For |
|
Against |
|
Abstentions |
| 9,719,318 |
|
94,228 |
|
715 |
There were no broker held non-voted shares represented at the Meeting
with respect to this matter.
The third matter upon which the stockholders
voted was an advisory vote to approve the compensation of our named executive officers, which matter was not approved. The tabulation
of the votes (both in person and by proxy) was as follows:
| For |
|
Against |
|
Abstentions |
| 4,094,720 |
|
4,507,999 |
|
248,783 |
There were 962,759 broker held non-voted shares represented at the
Meeting with respect to this matter.
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. |
| |
|
| Dated:
June 11, 2026 |
By: |
/s/ JOHN L. KIMBLE |
| |
|
John L. Kimble, CFO |
