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) May 10, 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 5.07           Submission of Matters to a Vote of Security Holders

Six Flags Entertainment Corporation (the “Company”) held its Annual Meeting on May 10, 2023. A total of 75,398,364 shares of common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 90.53% of the Company’s outstanding common stock as of the March 15, 2023 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 28, 2023.

1.Election of Directors. The following six nominees were elected to the Board of Directors of the Company to serve for the ensuing year and until their respective successors are elected and qualified.

Nominee	For	Withhold	Broker Non-Votes
Ben Baldanza	64,261,852	4,554,099	6,582,413
Selim Bassoul	65,628,956	3,186,995	6,582,413
Esi Eggleston Bracey	63,928,238	4,887,713	6,582,413
Chieh Huang	65,964,509	2,851,442	6,582,413
Enrique Ramirez	65,364,388	3,451,563	6,582,413
Arik Ruchim	64,387,941	4,428,010	6,582,413
Marilyn Spiegel	66,147,917	2,668,034	6,582,413

2.Advisory Vote to Approve Executive Compensation. The compensation paid to the Company's named executive officers was approved on an advisory basis.

For	Against	Abstain	Broker Non-Votes
61,421,862	7,308,260	85,829	6,582,413

3.Advisory Vote on the Frequency of Advisory Vote to Approve Executive Compensation. The advisory vote on the frequency of the advisory vote to approve executive compensation was approved to be voted on annually.

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
67,662,413	55,943	1,041,363	56,232	6,582,413

4.Approve Amendment to Charter to Eliminate Supermajority Voting Requirement. The amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to eliminate the supermajority voting requirement to amend the Company’s Bylaws was approved.

For	Against	Abstain	Broker Non-Votes
68,467,267	268,554	80,130	6,582,413

5.Advisory Vote to Ratify Independent Accounting Firm. The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023, was ratified on an advisory basis.

For	Against	Abstain	Broker Non-Votes
74,230,173	1,104,972	63,219	—

Item 8.01Other Items

On May 10, 2023, the Company filed with the Secretary of State of the State of Delaware the Charter Amendment.

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: May 10, 2023

XML

Document and Entity Information	May 10, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 10, 2023
Entity Registrant Name	Six Flags Entertainment Corporation
Securities Act 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

XML

N-2	May 10, 2023
Cover [Abstract]
Entity Central Index Key	0000701374
Amendment Flag	false
Securities Act File Number	1-13703
Document Type	8-K
Entity Registrant Name	Six Flags Entertainment Corporation
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
Entity Emerging Growth Company	false