8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) January 31, 2023

Six Flags Entertainment Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-13703	13-3995059
(Commission File Number)	(IRS Employer Identification No.)

1000 Ballpark Way Suite 400
Arlington, Texas	76011
(Address of principal executive offices)	(Zip Code)

(972) 595-5000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐             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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.025 par value per share	SIX	New York Stock Exchange

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 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 5.02              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 31, 2023, the Board of Directors (the “Board”) of Six Flags Entertainment Corporation (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from six to seven members.

On January 31, 2023, the Board appointed Marilyn G. Spiegel to serve as an independent director of the Company, effective January 31, 2023, until the Company’s 2023 annual meeting of stockholders or until her successor is elected. Ms. Spiegel’s appointment to committees of the Board, if any, is undetermined as of the date of this Current Report.

Ms. Spiegel will participate in the Company’s non-employee director compensation program for her service on the Board as set forth in the proxy statement for the Company’s 2022 annual meeting of stockholders. In connection with her appointment to the Board, Ms. Spiegel will be granted an annual equity retainer of restricted stock units (“RSUs”) pursuant to the Company’s Long-Term Incentive Plan, the amount of which will be pro-rated to reflect her partial year of Board service. The number of shares of common stock underlying such RSUs will be determined by dividing $54,795 by the closing price of the Company’s common stock on January 31, 2023. The RSUs shall vest one year from the date of grant.

The Board has determined that Ms. Spiegel is independent under the New York Stock Exchange rules. There are no related party transactions between the Company and Ms. Spiegel that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On January 31, 2023, the Company issued a press release announcing the increased Board size and the appointment of Ms. Spiegel, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01           Financial Statements and Exhibits

(d)            Exhibits

99.1          Press Release of Six Flags Entertainment Corporation, dated January 31, 2023

104           Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

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.

	SIX FLAGS ENTERTAINMENT CORPORATION
	By:	/s/ Aimee Williams-Ramey
		Name:	Aimee Williams-Ramey
		Title:	Chief Legal Officer and Corporate Secretary
Da

Date: January 31, 2023

EX-99.1

Exhibit 99.1

Contact: Stephen Purtell Senior Vice President Corporate Communications, Investor Relations and Treasurer +1-972-595-5180 investors@sftp.com

Six Flags Appoints New Independent Director to its Board of Directors

ARLINGTON, Texas — January 31, 2023 —Six Flags Entertainment Corporation (NYSE: SIX), the world’s largest regional theme park company and the largest operator of waterparks in North America, today announced that it has appointed Marilyn Spiegel to its Board of Directors, effective immediately. Marilyn will stand for election along with the Company’s six other directors at the Company’s 2023 Annual General Meeting.

“We are delighted to welcome Marilyn to Six Flags,” said Ben Baldanza, Non-Executive Chairman of the Board. “Her experience spanning over three decades in the hotel and entertainment industries will provide the Company with valuable insight and guidance as we seek to elevate the guest experience and deliver long-term, profitable growth.”

“I am very pleased that Marilyn has decided to join our Board. Her leadership and operational expertise in hospitality, revenue management and human resources adds important skills to our Board as we execute on our strategy,” added Selim Bassoul, Six Flags President and Chief Executive Officer.

The Six Flags’ Board of Directors regularly engages with its shareholders on corporate governance and strategy topics. As the Company has noted previously, it has engaged with Land & Buildings Investment Management, LLC several times over the past few months to understand its views. Today’s announcement follows constructive dialogue between Land & Buildings and Six Flags.

“The addition of Marilyn to Six Flags’ Board, with her extensive track record in the hospitality industry and her experience overseeing operations with significant real estate portfolios, is a positive development for Six Flags’ shareholders,” said Land & Buildings Founder and Chief Investment Officer, Jonathan Litt. “As we’ve previously stated, we believe the company has a tremendous value creation opportunity in front of it – including by exploring ways to potentially monetize its uniquely valuable real estate portfolio. We look forward to continuing to engage with the Board and leadership team.”

“Six Flags is an iconic brand, and I believe my skills in delivering an exceptional guest experience, motivating frontline team members, and driving margin improvement will help guide the Company on its exciting transformation,” said Spiegel. “I look forward to working with the Board and management team to create long-term value for Six Flags’ shareholders.”

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to Six Flags.

About Marilyn Spiegel

Marilyn Spiegel is an accomplished gaming and hospitality executive with over three decades of experience in the entertainment industry. She has served as the President of seven distinctive Las Vegas casino and entertainment properties where she was responsible for day-to-day operations – Wynn Las Vegas and Encore, Harrah’s Las Vegas, Rio All-Suite Hotel, Bally’s, Paris Las Vegas, and Planet Hollywood. Mrs. Spiegel was one of the first female leaders to run a major Las Vegas casino and entertainment resort. Prior to these roles, Mrs. Spiegel was Senior Vice President of Human Resources for Harrah’s Entertainment, where she led the organizational design, recruitment, training, compensation, and benefit programs.

Mrs. Spiegel currently serves as a Board Member of Invited Clubs, a member of the Board of Advisors for Nicholas & Company, Executive Secretary and Board Member of Catholic Charities of Southern Nevada, and Board Member of the Thomas Spiegel Family Foundation. Mrs. Spiegel has a bachelor’s degree in marketing and a master’s degree in education from the University of Utah.

Exhibit 99.1

About Six Flags Entertainment Corporation

Six Flags Entertainment Corporation is the world’s largest regional theme park company with 27 parks across the United States, Mexico and Canada. For 61 years, Six Flags has entertained hundreds of millions of guests with world-class coasters, themed rides, thrilling waterparks and unique attractions. Six Flags is committed to creating an inclusive environment that fully embraces the diversity of our team members and guests. For more information, visit www.sixflags.com.

XML

Document and Entity Information	Jan. 31, 2023
Document and Entity Information
Document Type	8-K
Document Period End Date	Jan. 31, 2023
Entity Registrant Name	Six Flags Entertainment Corporation
Entity File Number	1-13703
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3995059
Entity Address, Address Line One	1000 Ballpark Way Suite 400
Entity Address, City or Town	Arlington
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76011
City Area Code	972
Local Phone Number	595-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.025 par value per share
Trading Symbol	SIX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000701374
Amendment Flag	false