Lewis v. Vogelstein

ALLEN, Chancellor.

This shareholders’ suit challenges a stock option compensation plan for the directors of Mattel, Inc., which was approved or ratified by the shareholders of the company at its 1996 Annual Meeting of Shareholders. Two claims are asserted.

• First, and most interestingly, plaintiff asserts that the proxy statement that solicited shareholder proxies to vote in favor of the adoption of the 1996 Mattel Stock Option Plan (“1996 Plan” or “Plan”) was materially incomplete and misleading, because it did not include an estimated present value of the stock option grants to which…