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As Of Filer Filing For·On·As Docs:Size 7/28/22 Six Flags Entertainment Corp. 8-K:5,7,9 7/22/22 12:191K
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|Six Flags Entertainment Corp (Form: 8-K, Received: 04/23/2019 16:11:03)|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM i 8-K
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) i July 22, 2022
i Six Flags Entertainment Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
i 1000 Ballpark Way Suite 400
i Arlington, i Texas
(Address of principal executive offices)
( i 972) i 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):
i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐ 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
Name of each exchange on which registered
i Common stock, $0.025 par value per share
i 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 i ☐
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
(b) On July 22, 2022, Denise M. Clark resigned from the Board of Directors (the “Board”) of Six Flags Entertainment Corporation (the “Company”), effective August 1, 2022. Ms. Clark is stepping down for personal reasons.
(d)On July 22, 2022, the Board appointed Chieh Huang to serve as an independent director of the Company, effective August 1, 2022, until the Company’s 2023 annual meeting of stockholders or until his successor is elected. As of the date of this filing, the Board has not determined the committees of the Board on which Mr. Huang will serve.
Mr. Huang will participate in the Company’s non-employee director compensation program for his service on the Board as set forth in the proxy statement for the Company’s 2022 annual meeting of stockholders. In connection with his appointment to the Board, Mr. Huang 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 his partial year of Board service. The number of shares of common stock underlying such RSUs will be determined by dividing $124,500 by the closing price of the Company’s common stock on August 1, 2022. The RSUs shall vest one (1) year from the date of grant.
The Board has determined that Mr. Huang is independent under the New York Stock Exchange rules. There are no related party transactions between the Company and Mr. Huang that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On July 28, 2022, the Company issued a press release announcing the appointment of Mr. Huang to the Board and the resignation of Ms. Clark, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)
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
Chief Legal Officer and Corporate Secretary
Date: July 28, 2022
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