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)
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