Download Six Flags Entertainment Corporation

Form 8-K
Six Flags Entertainment Corp - SIX
Filed: February 18, 2016 (period: February 18, 2016)
Report of unscheduled material events or corporate changes.
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
8-K - 8-K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 (EXHIBIT 99.1)
Source: Six Flags Entertainment Corp, 8-K, February 18, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
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) February 18, 2016
Six Flags Entertainment Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-13703
(Commission File Number)
13-3995059
(IRS Employer Identification No.)
924 Avenue J East
Grand Prairie, Texas
(Address of Principal Executive Offices)
75050
(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))
Source: Six Flags Entertainment Corp, 8-K, February 18, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February 18, 2016, the Company issued a press release announcing that effective February 19, 2016, the Company’s
Chairman, President and Chief Executive Officer since August 2010, James Reid-Anderson, 56, will assume the role of Executive
Chairman of the Company, and John M. Duffey, 55, the Company’s Chief Financial Officer since September 2010, will become the
Company’s next President and Chief Executive Officer and will be appointed to the Company’s Board of Directors effective February
19, 2016.
Marshall Barber, 52, will serve as Chief Financial Officer of the Company effective on February 19, 2016 and will be
responsible for the finance and information technology functions in the Company. Mr. Barber previously served as Vice President of
Business Planning for the Company from July 2006 to February 2016. He also held various other park-level and corporate-level
financial positions since joining the Company in October 1996. Prior to joining the Company, Mr. Barber held financial positions at
FoxMeyer Drug and G. D. Searle from 1994 to 1996 and with Electrocom Automation from 1989 to 1994. Mr. Barber holds a
Bachelors of Business Administration degree from the University of Texas at Arlington and an M.B.A. from Texas Christian
University.
In connection with Mr. Reid-Anderson’s appointment as Executive Chairman, the Company entered into an Employment
Agreement with Mr. Reid-Anderson (the “Reid-Anderson Employment Agreement”). Pursuant to the Reid-Anderson Employment
Agreement, Mr. Reid-Anderson’s current employment agreement with the Company will terminate on February 19, 2016, and he will
serve as Executive Chairman for a term of two years with a base salary of at least $1,000,000 for the first year of the term and at least
$500,000 for the second year of the term. Mr. Reid-Anderson will be eligible for an annual bonus with a target of 100% of his base
salary, which will be prorated in the 2016 fiscal year based on target rates in effect before and after the effectiveness of the
Reid-Anderson Employment Agreement. In addition, Mr. Reid-Anderson will forfeit one-half of his target award under the
Company’s Project 600 Program on February 19, 2016, but will continue to participate in the Company’s Project 600 Program with
respect to a target award of 250,000 shares. Mr. Reid-Anderson is also entitled to participate in or receive benefits under the employee
benefit programs of the Company, including the Company’s life, health and disability programs, as well as to receive reimbursement
of certain expenses incurred during his employment.
In connection with Mr. Duffey’s appointment as President and Chief Executive Officer, the Company entered into an
employment agreement with Mr. Duffey (the “Duffey Employment Agreement”) that provides for, among other things, a base salary
of at least $1,050,000 per year and an annual bonus with a target of 120% of his base salary, which will be prorated in the 2016 fiscal
year based on target rates in effect before and after the effectiveness of the Duffey Employment Agreement. In addition, on February
19, 2016 Mr. Duffey will be granted options to purchase 250,000 shares of the Company’s common stock in accordance with a
nonqualified stock option agreement under the Company’s Long-Term Incentive Plan, which will vest in equal amounts upon each of
the first four anniversaries of the grant date, and an additional award under the Company’s Project 600 Program with a target award of
250,000 shares for a total target award (including his existing award) under the Company’s Project 600 Program of 370,000 shares.
Mr. Duffey is also entitled to participate in or receive benefits under the employee benefit programs of the Company, including the
Company’s life, health and disability programs, as well as to receive reimbursement of certain expenses incurred during his
employment.
In connection with Mr. Barber’s appointment as Chief Financial Officer, the Company entered into an employment
agreement with Mr. Barber (the “Barber Employment Agreement”), which provides that Mr. Barber’s base salary will be at least
$500,000 per year and he will be eligible for an annual bonus with a target of 75% of his base salary, which will be prorated in the
2016 fiscal year based on the proportion of an annual target bonus of $100,000 for the portion of the 2016 fiscal year before the
effectiveness of the Barber Employment Agreement and the target rate in effect after the Barber Employment Agreement is in effect.
In addition, on February 19, 2016, Mr. Barber will be granted options to purchase 75,000 shares of the Company’s common stock in
accordance with a nonqualified stock option agreement under the Company’s Long-Term Incentive Plan, which will vest in equal
amounts upon each of the first four anniversaries of the grant date, and an additional award under the Company’s Project 600 Program
with a target award of 30,000 shares for a total target award (including his existing award) under the Company’s Project 600 Program
of 52,500 shares. Mr. Barber is also entitled to participate in or receive benefits under the employee benefit programs of the Company,
including the Company’s life, health and disability programs, as well as to receive reimbursement of certain expenses incurred during
his employment.
The Reid-Anderson Employment Agreement, the Duffey Employment Agreement and the Barber Employment Agreement
also contain provisions for separation payments and benefits upon certain types of termination of employment as well as contain
customary non-competition, indemnification, confidentiality and proprietary information provisions.
The foregoing descriptions of the Reid-Anderson Employment Agreement, the Duffey Employment Agreement and the
Source: Six Flags Entertainment Corp, 8-K, February 18, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Barber Employment Agreement do not purport to be complete and are qualified in their entirety by the text of the
2
Source: Six Flags Entertainment Corp, 8-K, February 18, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
agreements, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2015.
A copy of the press release announcing these management changes is filed as Exhibit 99.1 to this Current Report on Form
8-K and incorporated by reference herein.
Item 9.01
(d)
Financial Statements and Exhibits.
Exhibits
99.1
Press Release of Six Flags Entertainment Corporation, dated February 18, 2016
3
Source: Six Flags Entertainment Corp, 8-K, February 18, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
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/ Lance C. Balk
Name:
Lance C. Balk
Title:
Executive Vice President and General Counsel
Date: February 18, 2016
4
Source: Six Flags Entertainment Corp, 8-K, February 18, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
EXHIBIT INDEX
Exhibit No.
99.1
Description
Press Release of Six Flags Entertainment Corporation, dated February 18, 2016
5
Source: Six Flags Entertainment Corp, 8-K, February 18, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Nancy Krejsa
Senior Vice President
Investor Relations and Corporate Communications
+1-972-595-5083
[email protected]
Jim Reid-Anderson Named Executive Chairman and John Duffey Promoted to
President and CEO at Six Flags
Marshall Barber to become Chief Financial Officer
GRAND PRAIRIE, Texas — February 18, 2016 — Six Flags Entertainment Corporation (NYSE: SIX), the world’s largest regional
theme park company, today announced that its board of directors has split executive leadership roles at the company by naming Jim
Reid-Anderson the company’s executive chairman and promoting John Duffey to president and CEO, both effective February 19,
2016. Mr. Duffey has also been appointed a director of the company.
“The company has strong momentum and tremendous growth opportunities over the next decade, and I am proud to have helped our
team deliver record guest satisfaction, industry-leading innovation, all-time high employee satisfaction, and our sixth consecutive year
of record financial performance,” said Jim Reid-Anderson. “Strategically and operationally, we are firing on all cylinders and I am
extremely excited to mentor the company’s next-generation of leaders. John Duffey has been instrumental in our past success and is a
proven leader within the company, and this is an excellent time to transition responsibilities and develop others on our management
team as we continue building the Six Flags brand globally.”
“I am honored and excited to become the CEO of Six Flags and work side-by-side with the best team in the industry,” said John
Duffey. “We are extremely well-positioned for long term growth and shareholder value creation.”
The company also announced that Marshall Barber has been promoted to chief financial officer. Mr. Barber has built a successful
career at Six Flags over the last 20 years, serving most recently as the company’s vice president financial planning & analysis. He is
extremely experienced, having previously held both corporate level and park-based roles with increasing levels of responsibility.
In addition, the company announced its senior vice president of in-park services, John Bement, has retired from Six Flags following
48 years of dedicated service. Mr. Bement has been honored by Mr. Reid-Anderson for his incredible work, and received the
company’s prestigious Angus Wynne Lifetime Achievement Award, which has only been awarded to a handful of people who have
devoted their lives to enhancing both Six Flags and the theme park industry.
David McKillips, formerly senior vice president of corporate alliances was named the new senior vice president of in-park services
and Brett Petit, senior vice president of marketing and sales has assumed the responsibility of the corporate alliances sales team,
consolidating all marketing and sales functions under one leader.
About Six Flags Entertainment Corporation
Six Flags Entertainment Corporation is the world’s largest regional theme park company with $1.3 billion in revenue and 18 parks
across the United States, Mexico and Canada. For 55 years, Six Flags has entertained millions of families with world-class coasters,
themed rides, thrilling water parks and unique attractions. For more information, visit www.sixflags.com .
Source: Six Flags Entertainment Corp, 8-K, February 18, 2016
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.