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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): March 24, 2025
| JAKKS PACIFIC, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 0-28104 | 95-4527222 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As part of the successful completion of its recapitalization process that began in 2019, the Company has announced a planned restructuring of its Board of Directors, including the departure of the directors who were appointed to the Board as part of that process in 2019. A copy of the Company’s press release regarding the restructuring is filed herewith as an exhibit. By letter dated and received March 24, 2025, Matthew Winkler resigned from the Board, effective immediately prior to the shareholders meeting to be held in 2025 (the “Letter”). Mr. Winkler stated in the Letter that he did not have any dispute with the Company on any matter involving the Company’s operations, policies or practices. A copy of the Letter is filed herewith as an exhibit. On March 25, 2025, the Board approved the scheduling of the 2025 shareholders meeting for June 20, 2025, as noted below, and the nomination of two candidates to fill the two other director seats currently occupied by directors who were appointed in 2019 as part of the recapitalization process. The Board approved the nomination of Messrs. Jonathan R. Liebman and Jordan Moelis as candidates for election to Class II of the Board together with Alexander Shoghi, one of the current Class II directors, who would then constitute the three members of Class II. Mr. Liebman is the co-CEO and chair of Los Angeles, CA-based production and management company Brillstein Entertainment Partners, and is also part of the leadership team at Los Angeles, CA-based talent representation and marketing firm Wasserman Media Group LLC. Mr, Moelis is the Managing Partner of Deep Field Asset Management LLC, a private investment firm he founded in 2014. Additionally, he is Co-President of Brindle Capital LLC.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.
In furtherance of the restructuring, on March 25, 2025, the Company’s Board of Directors determined that, effective with Mr. Winkler’s resignation from the Board of Directors (as disclosed above) the (i) the authorized number of directors constituting the whole Board shall be reduced from seven (7) to six (6), and (ii) that the number of directors in Class III of the Board shall be reduced to one (1). A copy of the revised bylaw is filed herewith as an exhibit.
Item 5.08. Shareholder Director Nominations.
On March 25, 2025, the Company’s Board of Directors, as noted above, determined that the Company’s 2025 Annual Meeting will be held on June 20, 2025, and the anticipated notification/mailing date to the shareholders will be approximately May 6, 2025. Accordingly, the date by which a nominating shareholder or nominating shareholder group must submit notice on Schedule 14N, required pursuant to Regulation 14n as promulgated under the Securities Exchange Act of 1934, is April 25, 2025.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit | Description | |
| 3 | Amended Bylaw | |
| 17 | Director Resignation Letter | |
| 99 | Press Release | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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: March 28, 2025 | ||
| By: | /s/ JOHN L. KIMBLE | |
| John L. Kimble, CFO | ||
Exhibit 3
Article II
1. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The authorized number of directors constituting the whole board shall be six (6). Commencing with the 2025 Annual Meeting, Class I shall consist of two (2) directors, Class II shall consist of three (3) directors and Class III shall consist of one (1) director.
Exhibit 17
March 24, 2025
TO: STEPHEN BERMAN, CHAIRMAN AND CEO, JAKKS PACIFIC, INC.
Dear Stephen:
I have decided to resign as a member of the Board of Directors of JAKKS Pacific, Inc., effective immediately prior to the shareholders' meeting to be held in 2025. I have no dispute with the Company on any matter involving the Company's operations, policies or practices. You may include this letter as an exhibit to the Current Report on Form 8-K the Company files announcing my resignation.
| Sincerely, | |
| /s/ Matthew Winkler | |
| Matthew Winkler |
Exhibit 99
JAKKS PACIFIC ANNOUNCES 2025 ANNUAL MEETING DATE AND RESTRUCTURING OF BOARD OF DIRECTORS
SANTA MONICA, Calif., March 28, 2025 – JAKKS Pacific, Inc. (NASDAQ: JAKK) today announced that the Board of Directors (the “Board”) approved the scheduling of the 2025 annual meeting for June 20, 2025, and also announced changes to the Board as part of the Company’s successful completion of the transition from its 2019 recapitalization transactions.
As part of the restructuring, the Board announced the planned departure of three current directors appointed to the Board as part of the Company’s 2019 recapitalization process. The Board announced the resignation of Matthew Winkler, one of the directors appointed in 2019 as part of the recapitalization process, effective as of the 2025 annual meeting, and approved the nomination of two candidates to fill the other two director seats in Class II of the Board for election at the 2025 annual meeting, currently occupied by Joshua Cascade and Carole Levine, the two other directors appointed in 2019.
The Board approved the nomination of Messrs. Jonathan R. Liebman and Jordan Moelis as candidates for election to Class II of the Board, together with Alexander Shoghi, one of the current Class II directors, who would then constitute the three members of Class II. Mr. Liebman is the co-CEO and chair of Los Angeles, CA-based production and management company Brillstein Entertainment Partners, and is also part of the leadership team at Los Angeles, CA-based talent representation and marketing firm Wasserman Media Group LLC. Mr, Moelis is the Managing Partner of Deep Field Asset Management LLC, a private investment firm he founded in 2014. Additionally, he is Co-President of Brindle Capital LLC.
In furtherance of the restructuring, the Board determined that, effective with Mr. Winkler’s resignation from the Board, the authorized number of directors constituting the whole Board would be reduced from seven (7) to six (6), and that the number of directors in Class III of the Board would be reduced to one (1).
Management Commentary
“Now that we have transformed our financial status from one of distress to one of health and strength, we believe the restructuring of our Board is the right step forward for the company’s continued growth”, commented Stephen Berman, Chairman and CEO of the Company. “We are excited to add Messrs. Liebman and Moelis, such highly qualified and accomplished individuals, as Board members to assist in guiding our path forward with the goal of maximizing returns for our shareholders. We would like to express our gratitude to Messrs. Winkler and Cascade and Ms. Levine for their dedication and guidance over the past several years through the successful completion of our recapitalization process and our return to financial health.”
About JAKKS Pacific, Inc.
JAKKS Pacific, Inc. is a leading designer, manufacturer and marketer of toys and consumer products sold throughout the world, with its headquarters in Santa Monica, California. JAKKS Pacific’s popular proprietary brands include: AirTitans®, Disguise®, Fly Wheels®, JAKKS Wild Games®, Moose Mountain®, Maui®, Perfectly Cute®, ReDo® Skateboard Co., Sky Ball®, SportsZone™, Xtreme Power Dozer®, WeeeDo®, and Wild Manes™ as well as a wide range of entertainment-inspired products featuring premier licensed properties. Through our products and our charitable donations, JAKKS is helping to make a positive impact on the lives of children. Visit us at www.jakks.com and follow us on Instagram (@jakkspacific.toys), Twitter (@jakkstoys) and Facebook (@jakkspacific.toys).
Forward Looking Statements
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 Pacific's products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, or that the Recapitalization transaction or any future transactions will result in future growth or success of JAKKS. 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.
CONTACT:
JAKKS Pacific Investor Relations
(424) 268-9567
Lucas Natalini
investors@jakks.net