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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/08/17 SeaWorld Entertainment, Inc. 10-Q 9/30/17 77:8.5M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 812K
2: EX-10.1 Material Contract HTML 49K
3: EX-10.2 Material Contract HTML 74K
4: EX-10.3 Material Contract HTML 58K
5: EX-10.4 Material Contract HTML 49K
6: EX-10.5 Material Contract HTML 33K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
17: R1 Document and Entity Information HTML 44K
18: R2 Condensed Consolidated Balance Sheets HTML 122K
19: R3 Condensed Consolidated Balance Sheets HTML 45K
(Parenthetical)
20: R4 Condensed Consolidated Statements of Comprehensive HTML 98K
Income (Loss)
21: R5 Statement - Condensed Consolidated Statements of HTML 29K
Comprehensive Income (Loss) (Parenthetical)
22: R6 Condensed Consolidated Statement of Changes in HTML 68K
Stockholders' Equity
23: R7 Condensed Consolidated Statements of Changes in HTML 26K
Stockholders' Equity (Parenthetical)
24: R8 Condensed Consolidated Statements of Cash Flows HTML 121K
25: R9 Description of the Business and Basis of HTML 92K
Presentation
26: R10 Recent Accounting Pronouncements HTML 43K
27: R11 Earnings (Loss) per Share HTML 110K
28: R12 Income Taxes HTML 32K
29: R13 Other Accrued Expenses HTML 49K
30: R14 Long-Term Debt HTML 106K
31: R15 Derivative Instruments and Hedging Activities HTML 106K
32: R16 Fair Value Measurements HTML 129K
33: R17 Related-Party Transactions HTML 29K
34: R18 Commitments and Contingencies HTML 73K
35: R19 Equity-Based Compensation HTML 195K
36: R20 Stockholders' Equity HTML 50K
37: R21 Restructuring Programs HTML 59K
38: R22 Description of the Business and Basis of HTML 126K
Presentation (Policies)
39: R23 Description of the Business and Basis of HTML 60K
Presentation (Tables)
40: R24 Earnings (Loss) per Share (Tables) HTML 107K
41: R25 Other Accrued Expenses (Tables) HTML 48K
42: R26 Long-Term Debt (Tables) HTML 83K
43: R27 Derivative Instruments and Hedging Activities HTML 104K
(Tables)
44: R28 Fair Value Measurements (Tables) HTML 123K
45: R29 Equity-Based Compensation (Tables) HTML 161K
46: R30 Stockholders' Equity (Tables) HTML 41K
47: R31 Restructuring Programs (Tables) HTML 56K
48: R32 Description of the Business and Basis of HTML 103K
Presentation - Additional Information (Detail)
49: R33 Description of the Business and Basis of HTML 39K
Presentation - Schedule of Changes in Carrying
Amount of Goodwill (Detail)
50: R34 Earnings (Loss) per Share - Schedule of Earnings HTML 45K
(Loss) per Share (Detail)
51: R35 Earnings (Loss) per Share - Additional Information HTML 29K
(Detail)
52: R36 Income Taxes - Additional Information (Detail) HTML 32K
53: R37 Other Accrued Expenses - Schedule of Other Accrued HTML 37K
Expenses (Detail)
54: R38 Other Accrued Expenses - Additional Information HTML 28K
(Detail)
55: R39 Long-Term Debt - Summary of Long-Term Debt HTML 45K
(Detail)
56: R40 Long-Term Debt - Summary of Long-Term Debt HTML 32K
(Parenthetical) (Detail)
57: R41 Long-Term Debt - Additional Information (Detail) HTML 214K
58: R42 Long-Term Debt - Summary of Long-Term Debt HTML 43K
Repayable (Detail)
59: R43 Derivative Instruments and Hedging Activities - HTML 55K
Additional Information (Detail)
60: R44 Derivative Instruments and Hedging Activities - HTML 31K
Fair Value of Company's Derivative Financial
Instruments Classification on Unaudited Condensed
Consolidated Balance Sheets (Detail)
61: R45 Derivative Instruments and Hedging Activities - HTML 33K
Schedule of Pre-tax Effect of Derivative Financial
Instruments on Unaudited Condensed Consolidated
Statements of Comprehensive Income (Loss) (Detail)
62: R46 Derivative Instruments and Hedging Activities - HTML 38K
Schedule of Changes in Accumulated Other
Comprehensive Loss (Detail)
63: R47 Fair Value Measurements - Additional Information HTML 29K
(Detail)
64: R48 Fair Value Measurements - Schedule of Assets and HTML 31K
Liabilities Measured at Fair Value on a Recurring
Basis (Detail)
65: R49 Fair Value Measurements - Schedule of Assets and HTML 33K
Liabilities Measured at Fair Value on a Recurring
Basis (Parenthetical) (Detail)
66: R50 Related-Party Transactions - Additional HTML 38K
Information (Detail)
67: R51 Commitments and Contingencies - Additional HTML 33K
Information (Detail)
68: R52 Equity-Based Compensation - Additional Information HTML 276K
(Detail)
69: R53 Equity-Based Compensation - Schedule of Employee HTML 65K
Stock Performance Activity (Detail)
70: R54 Equity-Based Compensation - Schedule of Activity HTML 54K
Related to Stock Option Awards (Detail)
71: R55 Stockholders' Equity - Additional Information HTML 61K
(Detail)
72: R56 Stockholders' Equity - Schedule of Quarterly Cash HTML 42K
Dividends to Common Stockholders (Detail)
73: R57 Restructuring Programs - Additional Information HTML 39K
(Detail)
74: R58 Restructuring Programs - Schedule of Restructuring HTML 43K
Program Activity (Detail)
76: XML IDEA XML File -- Filing Summary XML 134K
75: EXCEL IDEA Workbook of Financial Reports XLSX 94K
11: EX-101.INS XBRL Instance -- seas-20170930 XML 2.11M
13: EX-101.CAL XBRL Calculations -- seas-20170930_cal XML 150K
14: EX-101.DEF XBRL Definitions -- seas-20170930_def XML 576K
15: EX-101.LAB XBRL Labels -- seas-20170930_lab XML 1.23M
16: EX-101.PRE XBRL Presentations -- seas-20170930_pre XML 927K
12: EX-101.SCH XBRL Schema -- seas-20170930 XSD 192K
77: ZIP XBRL Zipped Folder -- 0001564590-17-022361-xbrl Zip 179K
Exhibit 10.5
SEAWORLD ENTERTAINMENT, INC.
INCENTIVE COMPENSATION CLAWBACK POLICY
1.Overview. SeaWorld Entertainment, Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) as of October 11, 2017 (the “Effective Date”) in order to help ensure that incentive compensation is paid or awarded based on accurate financial results and the correct calculation of performance against incentive targets and to discourage individuals from engaging in detrimental activity to the Company.
2.Compensation Committee. The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) shall have full authority to interpret and enforce the Policy in accordance with its business judgment.
3.Covered Individuals. The Policy applies to all current and former officers (as that term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) of the Company, all recipients of awards under the Company’s 2017 Omnibus Incentive Plan from time to time (the “Plan”) and, to the extent designated by the Board or the Committee from time to time by notice to such individual, any other current or former employee, officer, consultant or director of the Company and its subsidiaries (collectively, the “Covered Individuals”).
4.Incentive Compensation. For purposes of the Policy, “incentive compensation” means annual performance bonuses and long-term incentive awards (in each case, including cash, stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units or other equity-based awards) paid, granted, vested, settled or accrued on or after the Effective Date, whether or not awarded under the Plan.
5.Calculation of Overpayment. If the Committee determines, in its discretion, that incentive compensation of a Covered Individual was overpaid, in whole or in part, for any reason, including as a result of a restatement of the reported financial results of the Company or any of its segments (excluding a restatement resulting from a change in accounting policy or applicable law), mistake in calculations or other administrative error, the Committee will review the incentive compensation paid, granted, vested, settled or accrued based on the prior inaccurate results.
To the extent practicable, and as permitted by and consistent with applicable law, the Committee will determine, in its discretion, whether to seek to recover or cancel the difference between (i) any incentive compensation paid, granted, vested, settled or accrued based on the belief that the Company or the segment had met or exceeded performance targets that would not have been met had the financial information been accurate and (ii) the incentive compensation in which the Covered Individual would have been paid or awarded based on the accurate financial information or restated results, as applicable (an “Overpayment”).
In making the determination referred to in the preceding sentence, the Committee shall take into account such factors as it deems appropriate.
6.Detrimental Activity. If the Committee determines, in its discretion, that a Covered Individual has engaged in any Detrimental Activity (as defined in the Plan) the Committee may, in its sole discretion, provide for one or more of the following: (i) cancelation of any or all of such Covered Individual’s incentive compensation or (ii) forfeiture by the Covered Individual of any gain realized on the vesting or exercise of or of any payment in connection with any incentive compensation (such gain or payment, a “Prior Payment”).
7.Forms of Recovery. If the Committee determines to seek recovery for the Overpayment, the Company shall have the right to demand that the Covered Individual pay the Company for, or forfeit, any Overpayment, paid or awarded as a result of a misstatement triggering a restatement of the reported financial results of the Company or any of its segments, a mistake in calculation or any other administrative error. If the Committee determines to seek recovery of incentive compensation because a Covered Individual has engaged in Detrimental Activity, the Company shall have the right to demand that the Covered Individual pay the Company for, or forfeit, any Prior Payment. The Committee may also determine to reduce, cancel or cause the forfeiture of any incentive compensation otherwise due to recover the Overpayment or Prior Payment or if the Committee determines that a Covered Individual has engaged in any Detrimental Activity.
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To the extent the Covered Individual refuses to pay to the Company an amount equal to the Overpayment or the Prior Payment, the Company shall have the right to sue for repayment and/or enforce the Covered Individual’s obligation to make payment through the reduction or cancellation of outstanding and future incentive compensation. Without limiting the Company’s rights, to the extent any shares have been issued under vested awards or such shares have been sold by the Covered Individual, the Company shall have the right to cancel any other outstanding equity-based awards with a value equivalent to the Overpayment or Prior Payment, as determined by the Committee. For the avoidance of doubt, the Company shall have the right upon the Covered Individual’s engagement in any Detrimental Activity to reduce or cancel any and all outstanding and future incentive compensation.
8.Committee Determination Final. Any determination by the Committee (or by any Officer of the Company to whom enforcement authority has been delegated) with respect to the Policy shall be final, conclusive and binding on all interested parties.
9.Amendment. The Policy may be amended by the Board from time to time, and any provision thereof may be waived by the Committee or the Board in their sole discretion.
10.Non-Exclusivity. Nothing in the Policy shall be viewed as limiting the right of the Company or the Committee to pursue recoupment under or as required by the Company’s plans, awards and employment agreements or the applicable provisions of any law, rule or regulation (including, without limitation, Section 10D of Securities Exchange Act of 1934, as amended, or Section 304 of the Sarbanes-Oxley Act of 2002), or stock exchange listing requirement (and any future policy adopted by the Company pursuant to any such law, rule, regulation or requirement).
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 11/8/17 | |||
| Filed on: | 11/7/17 | 4, 8-K, SC 13D/A | ||
| 10/11/17 | 4 | |||
| For Period end: | 9/30/17 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 United Parks & Resorts Inc. 10-K 12/31/23 105:14M Donnelley … Solutions/FA 3/01/23 SeaWorld Entertainment, Inc. 10-K 12/31/22 111:18M Donnelley … Solutions/FA 2/28/22 SeaWorld Entertainment, Inc. 10-K 12/31/21 123:17M ActiveDisclosure/FA 2/26/21 SeaWorld Entertainment, Inc. 10-K 12/31/20 121:17M ActiveDisclosure/FA |