JAKKS PACIFIC INC

8-K · jakk8k060926.htm iXBRL

0001009829

 2026-06-05
 2026-06-05

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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.

   

 1

  

  

 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

  

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