JAKKS Pacific (JAKK) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2026, with shareholders able to vote and participate online.

• Shareholders will vote on electing one Class III director, ratifying the independent auditor, and an advisory say-on-pay vote for executive compensation.

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

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing one Class III director, ratifying BDO USA, P.C. as auditor, and an advisory vote on executive compensation.

• The board recommends voting “FOR” all proposals and the director nominee.

• Shareholders of record as of April 8, 2026, are entitled to vote; a majority of shares present is required for a quorum.

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

Board of directors and corporate governance

• The board is classified into three staggered classes; only Class III is up for election in 2026.

• Five of six directors are independent under Nasdaq rules.

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

• Board diversity is considered, and the board complies with applicable diversity requirements.

• Directors are evaluated on ethics, experience, and willingness to devote time; stockholder nominations are welcomed.