JAKKS Pacific (JAKK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 20, 2025, with shareholders able to vote and participate online.

• Key proposals include electing three Class II directors, ratifying BDO USA as independent auditors, and an advisory vote on executive compensation.

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

• Shareholders of record as of April 23, 2025, are entitled to vote; 11,146,230 shares are outstanding.

• Proxy materials are distributed primarily via internet to reduce costs and support sustainability.

Voting matters and shareholder proposals

• Proposals: (1) Elect three Class II directors, (2) Ratify BDO USA as auditors, (3) Advisory vote on executive compensation.

• Board recommends voting “FOR” all proposals and nominees.

• Majority of votes cast required for director election; board may retain directors not receiving majority in uncontested elections.

• Abstentions count as present but not in favor; broker non-votes have no effect on outcomes for non-routine matters.

• Shareholder proposals for the 2026 meeting must be received by January 8, 2026.

Board of directors and corporate governance

• Board is classified into three staggered classes; Class II up for election in 2025.

• Board reduced from seven to six members following a resignation.

• Board includes a majority of independent directors as per Nasdaq rules.

• Board diversity is considered, but no specific diversity policy; currently compliant with all applicable requirements.

• Committees: Audit, Compensation, Nominating, and Cybersecurity Oversight.

• All directors attended at least 75% of meetings; virtual attendance encouraged.

• Minimum shareholding requirements for directors are enforced.