For Immediate Release
Monday, March 05, 2001
Responding to Shareholder Activism, Mattel's Board Votes to Allow Poison Pill to Expire; Adds New Directors
AFSCME withdraws its proposal following new development
Washington —In an important victory for shareholder activists, the Board of Directors of Mattel, Inc. voted on Thursday to allow its "poison pill" rights plan to expire early next year without renewal. The Board's decision follows a 65 percent shareholder vote in favor of abolishing the poison pill at last year's annual meeting. The sponsor of last year's resolution, the Employees Pension Plan of the American Federation of State, County and Municipal Employees, AFL-CIO, submitted a binding proposal to abolish the anti-takeover device for this year's meeting. In an agreement with Mattel AFSCME today withdrew its proposal in the wake of this and other board actions taken on Thursday.
The Board took two other significant steps to improve governance at the company:
- It voted to appoint one new director, Clorox Company Chairman G. Craig Sullivan and to add another board position no later than next year's annual meeting
- The Board established 72 as the mandatory age of retirement for Directors
The AFSCME plan had demanded the addition of two new directors at last year's annual meeting.
"These actions taken together signal that under Bob Eckert's leadership a new era has begun at Mattel in the area of corporate governance and responsiveness to shareholders," said Gerald W. McEntee, President of AFSCME and chairman of the employee pension's board of trustees. "We believe the performance of the company will be enhanced by ending the poison pill rights plan and by the addition of new directors. The retirement policy of the Board will afford it the ability to undertake the often-delicate task of ending the tenures of long-term directors," said Mr. McEntee.
AFSCME is the largest union affiliated with the AFL-CIO. Independent state and local funds maintained for the retirement benefits of AFSCME members have assets of over $1 trillion and own approximately 3.7% of Mattel common stock. The AFSCME Employees Pension Plan provides pension benefits to AFSCME staff members.
Other Proposal Submitted by the AFSCME Plan
The AFSCME Employees Pension Plan has submitted the following proposals to be voted on during the 2001 proxy season:
| Baxter International: | Declassify Board of Directors |
| Conseco, Inc. | Declassify Board of Directors |
| Great Lakes Chemical | Declassify Board of Directors |
| Lockheed Martin | Report on Dilutive Effects of Executive Stock Options |
| McDermott International | Allow Poison Pill to Expire without Extension or Renewal |
| Pitney Bowes | Redeem or Vote Poison Pill |
Proposals to Baxter, Great Lakes and Conseco are resubmissions from the 2000 season during which they received 60%, 54% and 40% support respectively.
