JAKKS Pacific (JAKK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 6, 2024, to elect two Class I directors, ratify the selection of BDO USA as independent auditors, and conduct an advisory vote on executive compensation.

• Shareholders of record as of October 10, 2024, are entitled to vote, with 10,991,823 shares outstanding and one vote per share.

• The board recommends voting in favor of all proposals and director nominees.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, ratifying BDO USA as auditors, and an advisory vote on executive compensation.

• Majority of votes cast is required for director election; board may retain a director not receiving majority support.

• Abstentions count as votes against Proposals 2 and 3; broker non-votes have no effect.

• No other shareholder proposals or matters are expected at the meeting.

Board of directors and corporate governance

• The board is classified into three staggered classes; Class I up for election in 2024, Class II in 2025, Class III in 2026.

• Five of seven current directors are independent under Nasdaq rules; Ms. Mahabir, a new nominee, will also be independent if elected.

• Board committees include Audit, Compensation, Nominating, and Cybersecurity Oversight, all with independent members.

• Board diversity is considered, though no formal policy exists; current composition complies with applicable requirements.

• Directors are encouraged to attend annual meetings; all attended the last virtual meeting.