JAKKS PACIFIC INC — Call Transcript 2026

This annual meeting is being held virtually and will be conducted completely online via the internet. There's no physical location for this annual meeting. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/JAKK2026. I am Stephen Berman, Chief Executive Officer, President, and Secretary, and member of the Board of Directors of the company, and I will act as the chairman of the meeting. First, I will outline the format of today's meeting. Nominations of directors will be made. A motion to adopt the resolution regarding the appointment of the auditors will be made. An additional motion will be made regarding the advisory resolution with respect to executive compensation. Votes will then be taken of the election of directors. Whether to approve the resolution with respect to the appointment of our auditors and the advisory resolution with respect to the executive compensation. The inspector of elections will tabulate the votes. The results of the voting will be announced. The meeting will then be adjourned. Excuse me. Now, I'd like to introduce the other directors and officers of the company who are with us today. John Kimble, Executive Vice President, Chief Financial Officer of the company, is present remotely. I am one of our current directors. I'm not standing for re-election this year. Neilwantie Mahabir, Alexander Shoghi, Jonathan Liebman, and Jordan Moelis are also current directors but are not up for election this year and are present remotely. Lori MacPherson is the nominee of election of the Board of Directors and is present remotely. The meeting will please come to order. Mr. Kimble will act as the Secretary of the meeting. Mr. Chairman, I present a copy of the printed notice of meeting dated April 22nd, 2026, stating the meeting's time, place, and purpose. I suggest that, unless specifically requested, we dispense with the reading of the notice. I also present the affidavit of a representative of Broadridge Financial Solutions, Inc. The agent hired by the company distributed notice of the meeting with respect to the due mailing to the stockholders of record of the company, not requesting electronic delivery of the notice of the meeting, which notice included information for internet access to the proxy statement, the form of proxy, and the annual report, as well as instructions on how to receive hard copies of all such materials. The affidavit and the form of the notice and other documents are directed to be filed with the minutes of this meeting. Mr. Chairman, I also present a complete list certified by Computershare of the holders of record of shares of the company's common stock as of the close of business on April 8th, 2026, the record date for this meeting. This list shows that as of the close of business on April 8th, 2026, there were 11,444,411 shares of common stock of the company issued and outstanding and entitled to vote on the matters to be presented to this meeting. The list of stockholders is directed to be filed with the records of the company. I'd like to announce that Mr. Kimble has been appointed inspector of the elections. Mr. Kimble is not a candidate for election as a director. He will conduct the votes by ballot that will be taken at this meeting and tally such votes together with the proxies that have already been received. Mr. Chairman, I have computed the number of shares represented under the official form of proxy sent to shareholders and the number of shares present at this meeting. I now report that the holders of at least 80% of the common stock of the company are present or represented by proxies at the meeting, which is more than a majority of the shares of common stock entitled to vote at the meeting. The proxies and signatories of proxies presented to the meeting are hereby ordered filed with the company. A quorum is present. The meeting is properly constituted for the transaction of business. As set forth in the notice sent to each of the stockholders of the company, the business of this meeting includes the elections of one board of the director of the company as a Class III director, ratification of the appointment by the board of directors of BDO USA, P.C. as the independent public accountants for the company for the current fiscal year, and an advisory vote on executive compensation, and such other business may properly come up before this meeting. The meeting will now proceed to the nomination of one director of the company, followed by consideration of others to be presented to this meeting. The chair recognizes Mr. Kimble. I nominate the following person for office as a Class III director of the company to hold office for a three-year term and until a successor shall be elected and qualified. The person nominated is as follows, Lori MacPherson. I second the motion. Are there any other nominations? The chair hears none. Accordingly, the nominations are closed. We will now consider the appointment of BDO USA, P.C. as the company's auditors of the current fiscal year. I move that the resolution ratifying the board of directors' appointment of BDO USA, P.C. as the company's auditors for the current fiscal year be adopted. I second the motion. We will now consider the advisory vote of the company's executive compensation. I move that the resolution approving on an advisory basis the company's executive compensation be adopted. I second the motion. The polls are now open. We will now vote on the matters before the meeting. All those who have not voted yet, please do so now online. The inspector of elections will now please count the votes. The chair recognizes Mr. Kimble. I would like to report that more than a majority of the votes cast at the meeting have been voted in favor of the election of the candidate nominated by the board of directors as the Class III director and in favor of the resolution ratifying the election of BDO USA, P.C. as the company's independent auditor and not in favor of the advisory resolution on executive compensation. The chair hereby declares that the resolutions ratifying the Board of Directors' appointment of BDO USA, P.C. as the company's auditors for the current fiscal year adopted and that the following person is elected the Class III director of the company, Lori MacPherson. That concludes the business of the meeting. The chair will entertain a motion for adjournment of the meeting. I move that the meeting adjourn. I second the motion. All those in favor of the motion, please signify their assent by saying aye. Aye. Aye. All those opposed to the motion, please signify their dissent by saying nay. The meeting is adjourned. Thank you, everyone, for attending.

Speaker 2: This annual meeting is being held virtually and will be conducted completely online via the internet. There's no physical location for this annual meeting. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/JAKK2026. I am Stephen Berman, Chief Executive Officer, President, and Secretary, and member of the Board of Directors of the company, and I will act as the chairman of the meeting. First, I will outline the format of today's meeting. Nominations of directors will be made. A motion to adopt the resolution regarding the appointment of the auditors will be made. An additional motion will be made regarding the advisory resolution with respect to executive compensation. This annual meeting is being held virtually and will be conducted completely online via the internet. this annual meeting is being held virtually and will be conducted completely online via the internet There's no physical location for this annual meeting. there's no physical location for this annual meeting Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/JAKK2026. instructions on how to connect and participate via the internet including how to demonstrate proof of stock ownership are posted at www.virtualshareholdermeeting.com/jakk2026 I am Stephen Berman, Chief Executive Officer, President, and Secretary, and member of the Board of Directors of the company, and I will act as the chairman of the meeting. i am stephen berman chief executive officer president and secretary and member of the board of directors of the company and i will act as the chairman of the meeting First, I will outline the format of today's meeting. first i will outline the format of today's meeting Nominations of directors will be made. nominations of directors will be made A motion to adopt the resolution regarding the appointment of the auditors will be made. a motion to adopt the resolution regarding the appointment of the auditors will be made An additional motion will be made regarding the advisory resolution with respect to executive compensation. an additional motion will be made regarding the advisory resolution with respect to executive compensation Votes will then be taken of the election of directors. Whether to approve the resolution with respect to the appointment of our auditors and the advisory resolution with respect to the executive compensation. The inspector of elections will tabulate the votes. The results of the voting will be announced. The meeting will then be adjourned. Excuse me. Now, I'd like to introduce the other directors and officers of the company who are with us today. John Kimble, Executive Vice President, Chief Financial Officer of the company, is present remotely. I am one of our current directors. I'm not standing for re-election this year. Neilwantie Mahabir, Alexander Shoghi, Jonathan Liebman, and Jordan Moelis are also current directors but are not up for election this year and are present remotely. Lori MacPherson is the nominee of election of the Board of Directors and is present remotely. Votes will then be taken of the election of directors. votes will then be taken of the election of directors Whether to approve the resolution with respect to the appointment of our auditors and the advisory resolution with respect to the executive compensation. whether to approve the resolution with respect to the appointment of our auditors and the advisory resolution with respect to the executive compensation The inspector of elections will tabulate the votes. the inspector of elections will tabulate the votes The results of the voting will be announced. the results of the voting will be announced The meeting will then be adjourned. the meeting will then be adjourned Excuse me. excuse me Now, I'd like to introduce the other directors and officers of the company who are with us today. now i'd like to introduce the other directors and officers of the company who are with us today John Kimble, Executive Vice President, Chief Financial Officer of the company, is present remotely. john kimble executive vice president chief financial officer of the company is present remotely I am one of our current directors. i am one of our current directors I'm not standing for re-election this year. i'm not standing for re-election this year Neilwantie Mahabir, Alexander Shoghi, Jonathan Liebman, and Jordan Moelis are also current directors but are not up for election this year and are present remotely. neilwantie mahabir alexander shoghi jonathan liebman and jordan moelis are also current directors but are not up for election this year and are present remotely Lori MacPherson is the nominee of election of the Board of Directors and is present remotely. lori macpherson is the nominee of election of the board of directors and is present remotely The meeting will please come to order. Mr. Kimble will act as the Secretary of the meeting. The meeting will please come to order. the meeting will please come to order Mr. Kimble will act as the Secretary of the meeting. mr kimble will act as the secretary of the meeting

Speaker 1: Mr. Chairman, I present a copy of the printed notice of meeting dated April 22nd, 2026, stating the meeting's time, place, and purpose. I suggest that, unless specifically requested, we dispense with the reading of the notice. I also present the affidavit of a representative of Broadridge Financial Solutions, Inc. The agent hired by the company distributed notice of the meeting with respect to the due mailing to the stockholders of record of the company, not requesting electronic delivery of the notice of the meeting, which notice included information for internet access to the proxy statement, the form of proxy, and the annual report, as well as instructions on how to receive hard copies of all such materials. Mr. Chairman, I present a copy of the printed notice of meeting dated April 22nd, 2026, stating the meeting's time, place, and purpose. mr chairman i present a copy of the printed notice of meeting dated april 22nd 2026 stating the meeting's time place and purpose I suggest that, unless specifically requested, we dispense with the reading of the notice. i suggest that unless specifically requested we dispense with the reading of the notice I also present the affidavit of a representative of Broadridge Financial Solutions, Inc. The agent hired by the company distributed notice of the meeting with respect to the due mailing to the stockholders of record of the company, not requesting electronic delivery of the notice of the meeting, which notice included information for internet access to the proxy statement, the form of proxy, and the annual report, as well as instructions on how to receive hard copies of all such materials. i also present the affidavit of a representative of broadridge financial solutions inc the agent hired by the company distributed notice of the meeting with respect to the due mailing to the stockholders of record of the company not requesting electronic delivery of the notice of the meeting which notice included information for internet access to the proxy statement the form of proxy and the annual report as well as instructions on how to receive hard copies of all such materials

Speaker 2: The affidavit and the form of the notice and other documents are directed to be filed with the minutes of this meeting. The affidavit and the form of the notice and other documents are directed to be filed with the minutes of this meeting. the affidavit and the form of the notice and other documents are directed to be filed with the minutes of this meeting

Speaker 1: Mr. Chairman, I also present a complete list certified by Computershare of the holders of record of shares of the company's common stock as of the close of business on April 8th, 2026, the record date for this meeting. This list shows that as of the close of business on April 8th, 2026, there were 11,444,411 shares of common stock of the company issued and outstanding and entitled to vote on the matters to be presented to this meeting. Mr. Chairman, I also present a complete list certified by Computershare of the holders of record of shares of the company's common stock as of the close of business on April 8th, 2026, the record date for this meeting. mr chairman i also present a complete list certified by computershare of the holders of record of shares of the company's common stock as of the close of business on april 8th 2026 the record date for this meeting This list shows that as of the close of business on April 8th, 2026, there were 11,444,411 shares of common stock of the company issued and outstanding and entitled to vote on the matters to be presented to this meeting. this list shows that as of the close of business on april 8th 2026 there were 11,444,411 shares of common stock of the company issued and outstanding and entitled to vote on the matters to be presented to this meeting

Speaker 2: The list of stockholders is directed to be filed with the records of the company. I'd like to announce that Mr. Kimble has been appointed inspector of the elections. Mr. Kimble is not a candidate for election as a director. He will conduct the votes by ballot that will be taken at this meeting and tally such votes together with the proxies that have already been received. The list of stockholders is directed to be filed with the records of the company. the list of stockholders is directed to be filed with the records of the company I'd like to announce that Mr. Kimble has been appointed inspector of the elections. i'd like to announce that mr kimble has been appointed inspector of the elections Mr. Kimble is not a candidate for election as a director. mr kimble is not a candidate for election as a director He will conduct the votes by ballot that will be taken at this meeting and tally such votes together with the proxies that have already been received. he will conduct the votes by ballot that will be taken at this meeting and tally such votes together with the proxies that have already been received

Speaker 1: Mr. Chairman, I have computed the number of shares represented under the official form of proxy sent to shareholders and the number of shares present at this meeting. I now report that the holders of at least 80% of the common stock of the company are present or represented by proxies at the meeting, which is more than a majority of the shares of common stock entitled to vote at the meeting. Mr. Chairman, I have computed the number of shares represented under the official form of proxy sent to shareholders and the number of shares present at this meeting. mr chairman i have computed the number of shares represented under the official form of proxy sent to shareholders and the number of shares present at this meeting I now report that the holders of at least 80% of the common stock of the company are present or represented by proxies at the meeting, which is more than a majority of the shares of common stock entitled to vote at the meeting. i now report that the holders of at least 80% of the common stock of the company are present or represented by proxies at the meeting which is more than a majority of the shares of common stock entitled to vote at the meeting

Speaker 2: The proxies and signatories of proxies presented to the meeting are hereby ordered filed with the company. A quorum is present. The meeting is properly constituted for the transaction of business. As set forth in the notice sent to each of the stockholders of the company, the business of this meeting includes the elections of one board of the director of the company as a Class III director, ratification of the appointment by the board of directors of BDO USA, P.C. as the independent public accountants for the company for the current fiscal year, and an advisory vote on executive compensation, and such other business may properly come up before this meeting. The meeting will now proceed to the nomination of one director of the company, followed by consideration of others to be presented to this meeting. The chair recognizes Mr. Kimble. The proxies and signatories of proxies presented to the meeting are hereby ordered filed with the company. the proxies and signatories of proxies presented to the meeting are hereby ordered filed with the company A quorum is present. a quorum is present The meeting is properly constituted for the transaction of business. the meeting is properly constituted for the transaction of business As set forth in the notice sent to each of the stockholders of the company, the business of this meeting includes the elections of one board of the director of the company as a Class III director, ratification of the appointment by the board of directors of BDO USA, P.C. as the independent public accountants for the company for the current fiscal year, and an advisory vote on executive compensation, and such other business may properly come up before this meeting. as set forth in the notice sent to each of the stockholders of the company the business of this meeting includes the elections of one board of the director of the company as a class iii director ratification of the appointment by the board of directors of bdo usa p.c as the independent public accountants for the company for the current fiscal year and an advisory vote on executive compensation and such other business may properly come up before this meeting The meeting will now proceed to the nomination of one director of the company, followed by consideration of others to be presented to this meeting. the meeting will now proceed to the nomination of one director of the company followed by consideration of others to be presented to this meeting The chair recognizes Mr. Kimble. the chair recognizes mr kimble

Speaker 1: I nominate the following person for office as a Class III director of the company to hold office for a three-year term and until a successor shall be elected and qualified. The person nominated is as follows, Lori MacPherson. I nominate the following person for office as a Class III director of the company to hold office for a three-year term and until a successor shall be elected and qualified. i nominate the following person for office as a class iii director of the company to hold office for a three-year term and until a successor shall be elected and qualified The person nominated is as follows, Lori MacPherson. the person nominated is as follows lori macpherson

Speaker 2: I second the motion. Are there any other nominations? The chair hears none. Accordingly, the nominations are closed. We will now consider the appointment of BDO USA, P.C. as the company's auditors of the current fiscal year. I second the motion. i second the motion Are there any other nominations? are there any other nominations The chair hears none. the chair hears none Accordingly, the nominations are closed. accordingly the nominations are closed We will now consider the appointment of BDO USA, P.C. as the company's auditors of the current fiscal year. we will now consider the appointment of bdo usa p.c as the company's auditors of the current fiscal year

Speaker 1: I move that the resolution ratifying the board of directors' appointment of BDO USA, P.C. as the company's auditors for the current fiscal year be adopted. I move that the resolution ratifying the board of directors' appointment of BDO USA, P.C. as the company's auditors for the current fiscal year be adopted. i move that the resolution ratifying the board of directors' appointment of bdo usa p.c as the company's auditors for the current fiscal year be adopted

Speaker 2: I second the motion. We will now consider the advisory vote of the company's executive compensation. I second the motion. i second the motion We will now consider the advisory vote of the company's executive compensation. we will now consider the advisory vote of the company's executive compensation

Speaker 1: I move that the resolution approving on an advisory basis the company's executive compensation be adopted. I move that the resolution approving on an advisory basis the company's executive compensation be adopted. i move that the resolution approving on an advisory basis the company's executive compensation be adopted

Speaker 2: I second the motion. The polls are now open. We will now vote on the matters before the meeting. All those who have not voted yet, please do so now online. The inspector of elections will now please count the votes. The chair recognizes Mr. Kimble. I second the motion. i second the motion The polls are now open. the polls are now open We will now vote on the matters before the meeting. we will now vote on the matters before the meeting All those who have not voted yet, please do so now online. all those who have not voted yet please do so now online The inspector of elections will now please count the votes. the inspector of elections will now please count the votes The chair recognizes Mr. Kimble. the chair recognizes mr kimble

Speaker 1: I would like to report that more than a majority of the votes cast at the meeting have been voted in favor of the election of the candidate nominated by the board of directors as the Class III director and in favor of the resolution ratifying the election of BDO USA, P.C. as the company's independent auditor and not in favor of the advisory resolution on executive compensation. I would like to report that more than a majority of the votes cast at the meeting have been voted in favor of the election of the candidate nominated by the board of directors as the Class III director and in favor of the resolution ratifying the election of BDO USA, P.C. as the company's independent auditor and not in favor of the advisory resolution on executive compensation. i would like to report that more than a majority of the votes cast at the meeting have been voted in favor of the election of the candidate nominated by the board of directors as the class iii director and in favor of the resolution ratifying the election of bdo usa p.c as the company's independent auditor and not in favor of the advisory resolution on executive compensation

Speaker 2: The chair hereby declares that the resolutions ratifying the Board of Directors' appointment of BDO USA, P.C. as the company's auditors for the current fiscal year adopted and that the following person is elected the Class III director of the company, Lori MacPherson. That concludes the business of the meeting. The chair will entertain a motion for adjournment of the meeting. The chair hereby declares that the resolutions ratifying the Board of Directors' appointment of BDO USA, P.C. as the company's auditors for the current fiscal year adopted and that the following person is elected the Class III director of the company, Lori MacPherson. the chair hereby declares that the resolutions ratifying the board of directors' appointment of bdo usa p.c as the company's auditors for the current fiscal year adopted and that the following person is elected the class iii director of the company lori macpherson That concludes the business of the meeting. that concludes the business of the meeting The chair will entertain a motion for adjournment of the meeting. the chair will entertain a motion for adjournment of the meeting

Speaker 1: I move that the meeting adjourn. I move that the meeting adjourn. i move that the meeting adjourn

Speaker 2: I second the motion. All those in favor of the motion, please signify their assent by saying aye. Aye. I second the motion. i second the motion All those in favor of the motion, please signify their assent by saying aye. all those in favor of the motion please signify their assent by saying aye Aye. aye

Speaker 1: Aye. Aye. aye

Speaker 2: All those opposed to the motion, please signify their dissent by saying nay. The meeting is adjourned. Thank you, everyone, for attending. All those opposed to the motion, please signify their dissent by saying nay. all those opposed to the motion please signify their dissent by saying nay The meeting is adjourned. the meeting is adjourned Thank you, everyone, for attending. thank you everyone for attending