TABLE OF CONTENTS

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An abstention as to either Proposal, or a failure to vote your shares of common stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote “AGAINST” such proposal.

For a discussion of the factors that the Board considered in determining to recommend in favor of the approval of the Proposals, see the section of this proxy statement entitled “The Proposals—Reasons for the Proposals; Recommendation of the Board.”

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If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of (i) the Amendment Proposal and (ii) the Share Repurchase Proposal.

We encourage youin order to vote by Internet.

IfIt generally means you abstain from voting on (i) the Amendment Proposal and/or (ii) the Share Repurchase Proposalhold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you do not return your proxy cardvote by Internet or otherwise fail totelephone, vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf), it will have the same effect as a vote against such Proposal.once for each Notice you receive.

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THE SPECIAL MEETING

We are furnishing this proxy statement to the Company’s stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof. This proxy statement provides the Company’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting or any adjournment or postponement thereof.revoke my proxy?

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on March 25, 2024 at 11:00 a.m., Eastern Time, and at any postponements or adjournments of the Special Meeting. You are invited to attend the Special Meeting and vote your shares via the Internet in accordance with the instructions at www.virtualshareholdermeeting.com/PRKS2024SM.

For information regarding attending the Special Meeting, see “The Special Meeting — Voting; Proxies; Revocation—Attendance.”

Purposes of the Special Meeting

At the Special Meeting, the Company’s stockholders will be asked to consider and approve the following proposals:

Approval of the Amendment Proposal is conditioned upon approval of the Share Repurchase Proposal, and vice versa. For the avoidance of doubt, if the Amendment Proposal is not approved, the Share Repurchase Proposal will not be voted on and if the Share Repurchase Proposal is not approved, the Amendment Proposal, even if approved, will not become effective. Our stockholders must approve the Amendment Proposal and the Share Repurchase Proposal by the Disinterested Stockholder Approval for the Amendment to become effective. A copy of the Amendment is attached as Annex A to this proxy statement, and certain provisions of the Amendment are described in the section of this proxy statement entitled “The Amendment to the Stockholders Agreement.”

No matters other than the Proposals will be brought before the Special Meeting.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about March 15, 2024.

Record Date, Notice and Quorum

The holders of record of common stock as of 9:00 a.m. Eastern Time on March 15, 2024, the Record Date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. As of the close of business on the Record Date, 64,252,513 shares of common stock were outstanding and entitled to vote at the Special Meeting.

The presence at the Special Meeting, virtually or represented by proxy, of the holders of at least a majority of the shares of common stock entitled to be cast on any matter to be acted on at the Special Meeting will constitute a quorum for purposes of the Special Meeting. Once a share is represented at the Special Meeting, it will be counted for purposes of determining whether a quorum is present at the Special Meeting. However, if a new Record Date is set for an adjourned Special Meeting, a new quorum will have to be established. Proxies received, but marked as abstentions, will be included in the calculation of the number of shares considered to be present at the Special Meeting.

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Required Vote

Each share of common stock outstanding as of the close of business on the Record Date is entitled to one vote on each of the proposals to be considered at the Special Meeting.

Approval of each of (i) the Amendment Proposal and (ii) the Share Repurchase Proposal requires the Disinterested Stockholder Approval. Therefore, an abstention as to either Proposal or as failure to return your proxy card or otherwise vote your shares of common stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote against the Proposals.

Stock Ownership and Interests of Certain Persons

Voting by the Company’s Directors and Executive Officers

As of the close of business on the Record Date, directors and executive officers of the Company were entitled to vote approximately 707,989 shares of common stock, or approximately 1.1% of the shares of common stock issued and outstanding on that date and entitled to vote at the Special Meeting. However, because of the Disinterested Stockholder Approval requirement, only 647,238 shares of common stock held by directors and officers of the Company will be applicable to the required vote.

Voting; Proxies; Revocation

Attendance

All holders of shares of common stock as of 9:00 a.m. Eastern Time on March 15, 2024, the Record Date, including stockholders of record and beneficial owners of common stock registered in the “street name” of a broker, bank or other nominee, are invited to attend the Special Meeting.

Voting Online

Stockholders of record will be able to vote at the Special Meeting. We will be hosting the Special Meeting live via audio webcast. Any stockholder can attend the Special Meeting live online at www.virtualshareholdermeeting.com/PRKS2024SM. If you were a stockholder as of the Record Date, or you hold a valid proxy for the Special Meeting, you can vote at the Special Meeting. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the Proposals.

Providing Voting Instructions by Proxy

If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:

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If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of (i) the Amendment Proposal and (ii) the Share Repurchase Proposal.

We encourage you to vote by proxy even if you plan on attending the Special Meeting.

A failure to vote or an abstention will have the same effect as a vote “AGAINST” the approval of the Proposals.

Shares of Common Stock Held in “Street Name”

If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the Proposals.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Daylight Saving Time on March 24, 2024 for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards with respect to shares held of record or in street name must be received no later than March 24, 2024.

Revocation of Proxies

You may change your vote and revoke your proxy at any time prior to the vote at the SpecialAnnual Meeting. If you are the stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), by providing a written notice of revocation to the Company’s Corporate Secretary at United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821 prior to your shares being voted, or by attending the SpecialAnnual Meeting via the Internet and voting. Attendance at the meeting via the Internet will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee following the instruction it has provided, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the SpecialAnnual Meeting via the Internet and voting.

AbstentionsCould other matters be decided at the Annual Meeting?

An abstention occurs whenAt the date this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.

If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder attendsof record and have submitted a proxy card, the Special Meeting, either via the Internet or represented bypersons named in your proxy but abstains from voting. Abstentions will be included in the calculation of the number of shares of common stock present or represented at the Special Meeting for purposes of determining whether a quorum has been achieved.

Because of the Disinterested Stockholder Approval requirement, abstaining from votingcard will have the same effect as adiscretion to vote againston those matters for you.

Who will pay for the Proposals.cost of this proxy solicitation?

Solicitation of Proxies

The Board is soliciting your proxy, and weWe will bearpay the cost of soliciting proxies. This includes the chargesProxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and expenses of brokerage firmsfacsimile transmission. Brokers and others for forwarding solicitation materialother nominees will be requested to solicit proxies or authorizations from beneficial owners of our outstanding common stock.and will be reimbursed for their reasonable expenses. The Company has also retained D.F. King a proxy solicitation firm,& Co. to assist the Board inwith the solicitation of proxies for the Special Meeting, and we expecta fee not to pay D.F. King approximately $20,000,exceed $8,000, plus reimbursement for out-of-pocket expenses.

Proposal No. 1—Election of reasonable and documented out-of-pocket expenses. Proxies mayDirectors

The entire Board will be solicited by mail, personal interview, email, telephone, or via the Internet by D.F. King or, without additional compensation, by certain of the Company’s directors, officers and employees.

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Adjournments and Postponements

The Chairman of the Special Meeting or the holders of a majority of shares of common stock present or represented by proxyelected at the Special2024 Annual Meeting whether or not constituting a quorum, may adjourn the Special Meeting.of Stockholders.

Other Information

You should not return your stock certificates or send in other documents evidencing ownership of common stock with the proxy card.

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THE PROPOSALS

Proposal 1: The Amendment Proposal

The Company is proposing to adopt and approve the Amendment (as further described below in the section of this proxy statement entitled “The Amendment to the Stockholders Agreement”).

Approval of the Amendment Proposal requires the Disinterested Stockholder Approval.

A copy of the existing Stockholders Agreement is attached to this proxy statement as Annex A. A copy of the Amendment to the Stockholders Agreement is attached to this proxy statement as Annex B.

Proposal 2: The Share Repurchase Proposal

The Company is proposing to approve and authorizeentered into a new $500.0 million share repurchase program of the Company’s common stock, subject to the qualification that the Company will not repurchase additional shares if Hill Path’s common stock ownership interest percentage would, as a result of any such repurchase, equal or exceed 50% (excluding Hill Path’s and its affiliates existing non-voting derivative positions).

Approval of the Share Repurchase Proposal requires the Disinterested Stockholder Approval.

Background of the Proposals

As part of the Company’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board and the Company’s senior management periodically review, consider, and assess the Company’s capabilities, operations, financial performance, business plans and prospects, as well as overall industry conditions, opportunities and risks for the Company as they may affect those strategic goals and plans. This review includes, among other matters, the consideration of potential opportunities for business combinations, uses of cash, capital allocation strategies, acquisitions, divestitures, strategic partnerships, and other financial and strategic alternatives.

The Company has historically authorized open-market share repurchases from time-to-time when they believed the Company’s shares were undervalued by the market and the returns that could be achieved from such purchases were attractive. In each of March and August 2022, as the Company was set to exhaust its then-existing share repurchase authorizations, the Board met several times to consider the valuation of the Company’s shares, the Company’s liquidity forecasts and potential uses of cash, including, among other things, proposed additional share repurchases, and the probable impact of such repurchases on the Company’s liquidity, solvency, surplus, capital structure and stockholders relative to other potential uses of cash. In the context of those discussions, Hill Path believed that a share repurchase was in the best interest of all stockholders, but indicated that Hill Path would not participate as a seller of shares in any such repurchase.

During these meetings in both March and August 2022, the Board also considered the impact that additional share repurchases would have on Hill Path’s share ownership percentage if Hill Path did not participate in such repurchases and the potential governance implications resulting therefrom. As part of its analysis, the Board reviewed the terms of the Stockholders Agreement with Hill Path. The Board also discussed certain risks that could result from continued share repurchases by the Company, including that, as Hill Path’s ownership percentage increased, Hill Path’s influence at the Company (through voting or otherwise) could increase relative to other stockholders, and it could become more difficult for the Disinterested Stockholders to ultimately realize a control premium alongside Hill Path if Hill Path sold all or substantially all of its shares directly to third parties in a series of block sales rather than through a sale of the entire Company. Additionally, the Board considered that through ongoing share repurchases in which Hill Path would not participate, Hill Path would continue to increase its ownership percentage without offering to acquire the balance of the Company’s shares at a premium.

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To address these governance concerns by returning capital to stockholders without increasing Hill Path’s ownership percentage, the Board, in consultation with its legal and financial advisors, suggested that Hill Path participate pro rata in any share repurchase program, but Hill Path made clear it would not do so.

Given the Board’s belief that the Company’s shares were undervalued, after weighing the benefits and drawbacks of additional share repurchases in light of all of the other potential uses of the Company’s cash, the Board approved the proposed share authorizations in both March and August 2022, subject to the limitation that Hill Path’s economic ownership percentage (inclusive of Hill Path’s existing non-voting derivative positions) would not exceed 49.9% (the “Initial 49.9% Threshold”) and that, should additional share repurchases be considered in the future, the Board would discussagreement with Hill Path potential changes to the Stockholders Agreement to address the governance issues before any future authorizationCapital LP (“Hill Path”) that became effective May 29, 2019 and which was approved.

On September 1, 2023, Hill Path sent a communication to the Board in light of the Company preparing to consider a new share repurchase authorization, noting that any future repurchases would be expected to further increase Hill Path’s percentage ownership since Hill Path did not expect to participate in the repurchase. Hill Path’s communication further noted that, to address any potential conflicts of interest raised by Hill Path’s increased ownership percentage, Hill Path supported the formation of a special committee of the Board for the purpose of determining whether to proceed with additional share repurchases, subject to the possibility of subsequent approval of the proposed share repurchase by a majority of the Disinterested Stockholders, also referred to as the Disinterested Stockholder Approval.

On September 8, 2023, the Board held a meeting to consider Hill Path’s proposal. Representatives of Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), were also in attendanceamended on February 27, 2024 and summarized for the Board the process and merits of forming a special committee to consider additional share repurchases in light of the governance concerns attending such repurchases and the Board’s previous decisions with respect thereto. After further discussion, the Board decided to form the special committee (the “Special Committee”) to consider whether to recommend additional share repurchases to the Board and if so, under what conditions.

Between September 8 and September 18, 2023, Wachtell Lipton conducted one-on-one interviews with members of the Board to determine the independence of such members from Hill Path and its affiliates.

On September 18, 2023, the Special Committee was formed, consisting of Mr. Timothy Hartnett as Chair, Mr. William Gray, Mr. Yoshikazu Maruyama, Mr. Thomas Moloney and Ms. Neha Jogani Narang.

On September 21, September 28, October 5, October 26 and November 2, 2023, the Special Committee held meetings to discuss the proposal for additional share repurchases and the various risks associated with a further increase in Hill Path’s ownership percentage. The Special Committee engaged Wachtell Lipton as its legal advisor and Centerview Partners LLC (“Centerview”) as its financial advisor, each of whom attended each meeting (other than the September 21 meeting, which Centerview did not attend) to advise the Special Committee on the legal and financial implications of its options. During these discussions, the Special Committee focused on Hill Path’s current ownership percentage—at the time, approximately 42.7% of the Company’s outstanding shares (without taking into account Hill Path’s existing non-voting derivative positions) and an economic ownership percentage of approximately 49.6% (inclusive of Hill Path’s existing non-voting derivative positions)—in light of the Board’s decision in August 2022 not to permit further share repurchases until the governance concerns raised by Hill Path’s accreting ownership percentage were addressed. To address these concerns, the Special Committee agreed to develop and send proposed changes to the Stockholders Agreement for Hill Path’s consideration that would, if adopted, provide enhanced governance and economic protections for the Disinterested Stockholders and permit the Board the flexibility to undertake additional share repurchases in the future, even if Hill Path’s ownership percentage were to exceed 49.9% of the Company’s outstanding shares. The Special Committee also considered the benefits and drawbacks, including the practicability, of undertaking a dividend or a premium self-tender instead of a share repurchase. Ultimately it was decided not to pursue a transaction that would impose undesired consequences on stockholders, and that it was

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preferable, in the interests of the Company and its stockholders, to pursue a simpler transaction like a share repurchase around which there could be a consensus of stockholder interests.

On November 6, 2023, Wachtell Lipton delivered the Special Committee’s proposed governance changes to Hill Path’s legal counsel, Sidley Austin LLP (“Sidley Austin”).The governance changes proposed included, among other things, (i) reducing the threshold applicable to Hill Path’s transfer restriction from 24.9% of the Company’s outstanding shares to 10%; (ii) permitting Disinterested Stockholders to have the right to participate pro rata in any proposed sale by Hill Path of 10% or more of the Company’s outstanding shares; (iii) requiring that any future take private, sale or merger of the Company proposed by Hill Path be approved by a special committee and a majority of the outstanding shares that are not owned or controlled by Hill Path; (iv) changing the standstill restriction to make clear that additional economic swap arrangements or any other derivative transactions by Hill Path are not permitted and reinstating the more strict requirements of the earlier standstill provision that applied to Hill Path before the Company’s Annual Meeting in 2020; (v) requiring approval of a special committee of independent directors before the Company engages in any material related party transaction with Hill Path or its affiliates; and (vi) requiring Hill Path to first present to the Company any proposed offer to sell a block of its shares to a third party or in a broad-based offering, which offer the Company could accept or reject or make a counterproposal, with Hill Path permitted to sell the shares on terms no less favorable than those offered by the Company.

On November 7, 2023, Sidley Austin, on behalf of Hill Path, sent a communication to the Special Committee reiterating Hill Path’s position that a share repurchase would benefit all shareholders and that Hill Path would not consider any changes to the governance arrangements in the Stockholders Agreement. The November 7 communication noted that the existing Stockholders Agreement already provides the Company with extensive protections, including a standstill, a voting agreement that effectively caps Hill Path’s voting power at 24.9%, transfer restrictions, an equal treatment covenant and an agreement to tender into a third-party tender offer recommended by the Board. The communication asked the Special Committee to recommend approval of the additional share repurchase authorization based on the benefits to the Company and all its stockholders.

On November 8, 2023, Mr. Hartnett received a call from Mr. Ross, during which Mr. Ross inquired about the status of the Special Committee deliberations. Mr. Ross reiterated Hill Path’s position on the proposed changes to the Stockholders Agreement.

On November 9, 2023, the Special Committee met to discuss Hill Path’s response to the governance changes it had proposed. Wachtell Lipton and Centerview were in attendance. After considering Hill Path’s response and considering advice from its advisors, the Special Committee agreed that its decision to first seek governance changes to the Stockholders Agreement before considering the additional share repurchases remained unchanged.

On November 12, 2023, the Board met for the purpose of allowing Mr. Ross the opportunity to ask questions and discuss his concerns regarding the Special Committee’s position with respect to additional share repurchases. Wachtell Lipton, Centerview and Sidley Austin were in attendance.

On November 16, 2023, the Special Committee met to consider the concerns raised by Hill Path during the November 12 meeting. Wachtell Lipton and Centerview were in attendance. After discussion, and in recognition of the fact that neither Hill Path’s nor the Special Committee’s position had changed, the Special Committee agreed to await further communications from Hill Path.

On November 19, 2023, the Board met to allow Mr. Ross the opportunity to again ask questions and raise concerns about the Special Committee’s position and rationale. Wachtell Lipton, Centerview and Sidley Austin were in attendance. Mr. Ross reiterated his position that the Company should proceed with additional share repurchases because the Company’s shares were materially undervalued, and therefore repurchases were the best use of the Company’s cash and would benefit all of the Company’s shareholders, and the governance

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concerns raised by Hill Path’s increased ownership percentage were already addressed by the protections previously negotiated and agreed upon in the existing Stockholders Agreement, but this time indicated that Hill Path would reconsider the Special Committee’s position.

On December 26, 2023, Sidley Austin, on behalf of Hill Path, sent a communication to the Special Committee, explaining Hill Path’s continued position that a share repurchase program would be in the best interest of the Company and all its shareholders, and that the Special Committee’s proposed governance changes to the Stockholders Agreement were not necessary for the Special Committee to approve a $500 million share repurchase authorization that would have the effect of increasing Hill Path’s common stock ownership percentage to approximately 50% (without taking into account Hill Path’s existing non-voting derivative positions) (the “New 50% Threshold”), at the conclusion of which Hill Path would be open to continuing discussions with the Special Committee as to whether certain of its proposed changes to the Stockholders Agreement were appropriate.

On January 4 and 11, 2024, the Special Committee met to discuss Hill Path’s most recent communication and consider next steps. Wachtell Lipton was in attendance for both of these meetings and Centerview was in attendance on January 11. After reviewing Hill Path’s recent communication and again discussing the governance concerns and risks posed to the Disinterested Stockholders by such an increase in Hill Path’s ownership percentage, the Special Committee agreed that its position remained unchanged and that a written response should be prepared to further explain its position to Hill Path.

On January 12, 2024, Wachtell Lipton, on behalf of the Special Committee, sent a communication to Hill Path that outlined the Special Committee’s concerns, which included, among other things, the risk that without additional protections in the Stockholders Agreement, Disinterested Stockholders might lose the ability to secure a control premium for their shares. The Special Committee’s communication also added context to Hill Path’s narrative of the Special Committee’s work since September 2023. The communication made clear that the Special Committee, along with its legal and financial advisors, remained ready to engage in further discussions with Hill Path to attempt to find a mutually agreeable path forward, but was not prepared to recommend that the Company undertake additional share repurchases that would increase Hill Path’s ownership percentage without negotiating protections for the Disinterested Stockholders.

On January 21, 2024, Sidley Austin, on behalf of Hill Path, sent a communication to the Special Committee that reiterated Hill Path’s disappointment with the pace at which the Special Committee was addressing the topic of additional share repurchases, but expressed a willingness to discuss the Special Committee’s requests that (i) any future take private of the Company by Hill Path would require approval of both a special committee of directors independent of Hill Path and its affiliates and a majority of the Company’s voting shares not owned or controlled by Hill Path (the “Proposed Take Private Approval”), and (ii) that any material related party transaction with Hill Path or its affiliates require approval of a special committee of directors independent of Hill Path and its affiliates (the “Proposed Related Party Transaction Approval”).

On January 23, 2024, the Special Committee met to discuss Hill Path’s most recent communication, consider Hill Path’s revised proposal and determine whether a single individual should be authorized to engage with Hill Path on its proposal. Wachtell Lipton and Centerview were in attendance. After discussion and consultation with its advisors, the Special Committee determined that Hill Path’s offer was constructive and that Mr. Hartnett should work with Wachtell Lipton to engage Hill Path in further negotiations.

On January 26, 2024, Mr. Hartnett met with Mr. Ross to discuss Hill Path’s latest proposal. Wachtell Lipton, Centerview and Sidley Austin were present. During the discussion, Mr. Ross reiterated Hill Path’s proposal for a share repurchase authorization in exchange for the Proposed Take Private Approval and the Proposed Related Party Transaction Approval. After further discussion, Mr. Hartnett said he would confer with the Special Committee.

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On January 28 and February 1, 2024, the Special Committee met to discuss its response to Hill Path’s proposal. Wachtell Lipton and Centerview were in attendance. In its discussions, the Special Committee considered and ultimately agreed to three elements of a counterproposal that, if accepted in full, would position the Special Committee to recommend providing the full Board with the flexibility to implement additional share repurchases even above the New 50% Threshold (the “Proposed Share Repurchase Authorization”): (i) accept the Proposed Take Private Approval and the Proposed Related Party Transaction Approval; (ii) amend the Stockholders Agreement to require Hill Path to vote any shares in excess of 24.9% of the Company’s outstanding voting shares solely in accordance with the vote of the majority of the Company’s outstanding voting shares not owned or controlled by Hill Path and eliminate the option to vote such shares in accordance with the Board’s recommendation (the “Proposed Voting Restriction”); and (iii) require that, if at any time Hill Path’s beneficial ownership percentage were to exceed 50% (exclusive of derivate arrangements where either Hill Path or its affiliates do not have the right to vote or take possession of the underlying shares), then, upon the sale by Hill Path of 10% or more of the Company’s outstanding shares for a price in excess of the then-prevailing market price, Hill Path would be required to offer all Disinterested Stockholders the right to participate in such sale on a pro rata basis (the “Proposed Tagalong Right”). After further discussion and consultation with Wachtell Lipton and Centerview, the Special Committee authorized Wachtell Lipton to communicate the counterproposal to Hill Path.

On February 4, 2024, Wachtell Lipton, on behalf of the Special Committee, sent the Special Committee’s counterproposal to Sidley Austin. On the same day, Sidley Austin communicated that Hill Path would agree to the Proposed Voting Restriction, but would not agree to the Proposed Tagalong Right.

On February 5, 2024, the Special Committee met to discuss Hill Path’s response. Wachtell Lipton and Centerview were in attendance. The Special Committee and its advisors discussed the history of the negotiations. After discussing the terms of Hill Path’s counteroffer, Wachtell Lipton advised that, in the view of Wachtell Lipton, the Special Committee had given due consideration to the benefits and risks of the Proposed Share Repurchase Authorization, including the resulting governance concerns raised by Hill Path’s increased ownership percentage and the Board’s belief that the Company’s shares were significantly undervalued. Wachtell Lipton further explained that the Special Committee had undertaken robust negotiations with Hill Path to secure additional protections for the Disinterested Stockholders and that the Proposed Take Private Approval, Proposed Related Party Transaction Approval, and Proposed Voting Restriction (collectively, the “Proposed Amendments”) represented specific legal concessions from Hill Path that would better protect the Disinterested Stockholders relative to the status quo in light of the associated risks and benefits that the Special Committee had identified and the extensive negotiations undertaken with Hill Path. The Special Committee recognized that Hill Path did not accept the Proposed Tagalong Right, but determined that if the Company in the future decided to undertake further share repurchases that would increase Hill Path’s common stock ownership percentage above the New 49.9% Threshold, a special committee could then propose the Proposed Tagalong Right at that later date before proceeding if the Special Committee determined it to be advisable; in the meantime, the Proposed Share Repurchase Authorization will be structured so as to ensure that Hill Path’s ownership interest (excluding Hill Path’s existing non-voting derivative position) does not equal or exceed 50%. Centerview then advised that, in the view of Centerview, Hill Path’s counteroffer contained governance protections that were reasonable in light of all the facts and circumstances. A discussion also ensued as to the possible impact additional repurchases could have on the Company’s trading volume and liquidity as the size of the public float is reduced. After additional discussions of the Proposed Share Repurchase Authorization and the Proposed Amendments, the Special Committee (i) approved and declared advisable the Proposed Share Repurchase Authorization and the Proposed Amendments, (ii) determined that the Proposed Share Repurchase Authorization and the Proposed Amendments are fair to, and in the best interests of, the Company and the Disinterested Stockholders, (iii) directed that the Proposed Share Repurchase Authorization and the Proposed Amendments be submitted to the Company’s stockholders for approval by a majority of shares held by the Company’s stockholders other than Hill Path, (iv) recommended that the Board recommend that the Company’s Disinterested Stockholders approve the Proposed Share Repurchase Authorization and the Proposed Amendments, and (v) directed Wachtell Lipton to engage with Sidley Austin to draft the Proposed Amendments.

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On February 8,on March 25, 2024 Sidley Austin, on behalf of Hill Path, sent a communication to the Special Committee noting Hill Path’s view that the Proposed Amendments should not take effect unless and until Hill Path’s common stock ownership percentage increased above the New 50% Threshold. Wachtell Lipton, on behalf of the Special Committee, responded that the Proposed Amendments needed to take effect upon approval by the shareholders. Sidley responded that the whole stated rationale for the Proposed Amendments was that the Stockholders Agreement provided adequate protection up to the New 50% Threshold, but enhanced protections would be required if Hill Path were to cross the New 50% Threshold.

On February 16, 2024, Sidley Austin, on behalf of Hill Path, sent a draft of the Proposed Amendments to the Special Committee. The draft included, among other things, (i) a condition that the Proposed Amendments would not go into effect until Hill Path’s common stock ownership percentage (exclusive of derivative arrangements where either Hill Path or its affiliates do not have the right to vote or take possession of the underlying shares) increased above 47.5%, and (ii) reinstatement and fallaway mechanics of the Proposed Amendments, whereby the Proposed Amendments would cease to be in effect if Hill Path’s common stock ownership percentage (inclusive of Hill Path’s existing non-voting derivative positions) ever decreased below 47.5% and would become effective again if Hill Path’s common stock ownership percentage (inclusive of Hill Path’s existing non-voting derivative positions) increased above 47.5% thereafter.

Between February 17 and February 27, 2024, Wachtell Lipton, on behalf of the Special Committee, and Sidley Austin, on behalf of Hill Path, engaged in further negotiations and discussed the terms that Hill Path had included in its initial draft of the Proposed Amendments on February 16, 2024. In the course of these discussions, the parties agreed that (i) the New 50% Threshold would be adjusted to reference Hill Path’s common stock ownership percentage (exclusive of derivative arrangements where either Hill Path or its affiliates do not have the right to vote or take possession of the underlying shares) not equaling or exceeding 50%, (ii) the Proposed Amendments would cease to be in effect if Hill Path’s ownership percentages—both inclusive and exclusive of derivative arrangements—ever decreased below their respective percentages as of the date of the Amendment, and then would become effective again if either percentage ever again increased above its current one, and (iii) any future amendment to or waiver by the Company of the Amendment will require the Disinterested Stockholder Approval.

On February 28, 2024, the Special Committee met to review the finalized Amendment. Wachtell Lipton and Centerview were in attendance. Wachtell Lipton summarized the Amendment for the Special Committee. After additional discussion of the Proposed Share Repurchase Authorization and the Amendment, the Special Committee (i) approved and declared advisable the Amendment, (ii) determined that the Amendment is fair to, and in the best interests of, the Company and its stockholders, (iii) made the recommendation to the Board that it adopt the Amendment, and if the full Board determines appropriate, approve the Proposed Share Repurchase Authorization, subject to the subsequent approval by the Company’s stockholders entitled to vote on the matter at a special meeting by the Disinterested Stockholder Approval, and (iv) that, if the Board approves the Amendment and the Proposed Share Repurchase Authorization, both be submitted to the Company’s stockholders entitled to vote on the matter at a special meeting of such stockholders for approval of each proposal by the Disinterested Stockholder Approval.

On February 28, 2024, shortly after the Special Committee meeting, the Board met to discuss the Special Committee’s recommendation and consider the Share Repurchase Authorization and the Amendment. Members of Company management and Wachtell Lipton were in attendance. Members of Company management referred to materials prepared for the Board regarding potential uses of the Company’s cash. After discussion with the Board, members of Company management advised that the Proposed Share Repurchase Authorization would not materially impair the Company’s liquidity position, solvency or surplus and that the Proposed Share Repurchase Authorization was a comparatively valuable use of cash relative to other potential uses. Wachtell Lipton then summarized the terms of the Amendment for the Board. After additional discussion of the Proposed Share Repurchase Authorization and the Amendment, the Board (i) approved and declared advisable the Proposed Share Repurchase Authorization and the Amendment, (ii) determined that the Proposed Share

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Repurchase Authorization and the Amendment are fair to, and in the best interests of, the Company and the Disinterested Stockholders, (iii) adopted and approved the Amendment and the Proposed Share Repurchase Authorization, subject to approval by the Company’s stockholders entitled to vote on the matter at a special meeting by the Disinterested Stockholder Approval, (iv) directed that the Proposed Share Repurchase Authorization and the Amendment be submitted to the Company’s stockholders for approval by the Disinterested Stockholder Approval, and (iv) recommended that the Company’s Disinterested Stockholders approve the Proposed Share Repurchase Authorization and the Amendment.

Reasons for the Proposals; Recommendation of the Board

The Board, based in part on the recommendation of the Special Committee (which was assisted by its legal and financial advisors), evaluated the Proposed Share Repurchase Authorization and the Amendment, and, on February 28, 2024, determined to approve, adopt and declare advisable the Proposed Share Repurchase Authorization and the Amendment and recommend that the Company’s Disinterested Stockholders approve and adopt the Proposals.

Reasons for Recommending the Share Repurchase Proposal: In the course of making its recommendation in support of the Share Repurchase Proposal, the Board, based in part on the work of the Special Committee, considered a range of factors, including those below (which are not necessarily in order of relative importance), each of which the Board believed supported its decision:

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In addition, the Board, based on the work of the Special Committee, also weighed the advantages and benefits against a variety of risks and other potentially negative factors (which are not necessarily in order of relative importance), including the following that would be applicable if the Board implements additional share repurchases:

Reasons for Recommending the Amendment Proposal: In the course of making its recommendation in support of the Amendment Proposal, the Board, based in part on the work of the Special Committee, considered a range of factors, including those below (which are not necessarily in order of relative importance) relating to the Amendment Proposal, each of which the Board believed supported its decision:

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the fact that with respect to most matters submitted to a vote of the Company’s stockholders, the Proposed Voting Restriction requires Hill Path to vote its shares in excess of 24.9% of the Company’s outstanding shares in proportion to the Disinterested Stockholders, instead of having a choice to vote either in proportion to the votes submitted by the Disinterested Stockholders or in accordance with the Board’s recommendation, limiting Hill Path’s ability to indirectly control the voting of its shares in excess of the 24.9% limit by leveraging Hill Path’s influence on the Board; and

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In addition, the Board, based on the work of the Special Committee, also weighed the advantages and benefits against a variety of risks and other potentially negative factors (which are not necessarily in order of relative importance), including the fact that, while the Amendment Proposal provides the Disinterested Stockholders with enhanced governance and economic protections in the context of increasing Hill Path economic ownership, the Stockholders Agreement does not provide complete “tagalong” (or pro rata participation) protection to the Disinterested Stockholders.

Recommendation of the Board: After considering the foregoing factors, the Board, based in part on the work of the Special Committee, concluded that overall, the potentially beneficial factors relating to the Proposals, outweighed the risks and potentially negative factors associated with the Proposals.

The foregoing discussion of the information and factors considered by the Special Committee and the Board is not exhaustive, but is intended to reflect the material factors considered by the Special Committee and Board in their consideration of the Proposals. In view of the complexity and the large number of factors considered, neither the Special Committee nor the Board, individually and collectively, quantified or assigned any relative or specific weight to the various factors. Rather, the Special Committee and the Board based the recommendation on the totality of the information presented and considered. In addition, individual directors may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the Special Committee and the Board is forward-looking in nature. This information should be read in light of the factors described under the caption “Cautionary Statement Concerning Forward-Looking Statements.”

THE BOARD RECOMMENDS A VOTE “FOR” THE SHARE REPURCHASE PROPOSAL AND “FOR” THE AMENDMENT PROPOSAL.

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THE AMENDMENT TO THE STOCKHOLDERS AGREEMENT

The following is a summary of the material provisions of the existing Stockholders Agreement, a copy of which is attached as Annex A, and the proposed Amendment to the Stockholders Agreement, a copy of which is attached as Annex B to this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Stockholders Agreement and the Amendment that is important to you. We encourage you to read carefully the Stockholders Agreement and the Amendment in their entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Stockholders Agreement and the Amendment and not by this summary or any other information contained in this proxy statement.

Summary of Existing Hill Path Stockholders Agreement

In May 2019, Hill Path and certain of its affiliates purchased 13,214,000 shares of the Company’s common stock that had been pledged by a former significant stockholder and subsequently foreclosed on by such stockholder’s lenders (the “HP Purchase”“Stockholders Agreement”). In connection with the HP Purchase, the Company entered into the Stockholders Agreement with Hill Path. Under the Stockholders Agreement, for so long as Hill Path owns at least 5% of the Company’s outstanding common stock, it haswill have the right to designate a number of individuals as directors (the “Hill Path Designees”) in proportion to its share ownership (rounded up or down as applicable to the nearest whole number), provided that the maximum number of Hill Path Designees mayshall not exceed three. Currently, Hill Path owns approximately 43.0% of the Company’s outstanding common stock and accordingly, is entitled to designate up to three Hill Path Designees to the Board. Two directors designated by Hill Path may be affiliated with Hill Path and, subject to the independence standards of the New York Stock Exchange, there shall be one Hill Path Designee on each committee of the Board, as determined by Hill Path and subject to the approval of the Nominating and Corporate Governance Committee. Scott Ross and James Chambers are each currently athe current Hill Path Designee.Designees.

Based on the recommendation of our Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated the following slate of nominees for a one-year term expiring in 2025: Ronald Bension, James Chambers, William Gray, Timothy Hartnett, Nathaniel Lipman, Yoshikazu Maruyama, Thomas E. Moloney, Neha Jogani Narang, Scott Ross and Kimberly Schaefer. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this proxy statement intend to vote the proxies held by them for the election of Ronald Bension, James Chambers, William Gray, Timothy Hartnett, Nathaniel Lipman, Yoshikazu Maruyama, Thomas E. Moloney, Neha Jogani Narang, Scott Ross and Kimberly Schaefer. If any of the nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

Nominees for Election to the Board of Directors in 2024

The following information describes the offices held, other business directorships of each director nominee and their ages as of the record date. In addition, each of our director nominees maintains a significant ownership interest in the Company in accordance with our stock ownership policy for directors, which is described below under “Director Compensation for Fiscal 2023―Stock Ownership Guidelines.” Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.

Board Skills and Diversity

Our Board of Directors is highly talented and diverse. The following matrix provides information regarding the members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to our business or industry. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE

ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

The Board of Directors and Certain Governance Matters

Our Board manages or directs the business and affairs of the Company, as provided by Delaware law, and conducts its business through meetings of the Board and four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Revenue Committee and such other special or ad hoc committees as it determines appropriate from time-to-time.

Our Board evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders. The Company has adopted a majority voting standard for director elections and all directors are elected annually.

Engagement with Stockholders

Our Board and management value the perspectives of our stockholders and work to provide our stockholders with continuous and meaningful engagement. During 2023, outreach to our stockholders was a priority for our Board of Directors and management team. We held one-on-one meetings with stockholders and potential investors from the United States as well as overseas. In addition, we have calls with stockholders on a regular basis, review correspondence submitted by stockholders to management and/or the Board and have discussions with proxy advisory services on various topics including implementing best practices in executive compensation and corporate governance. The Board and its committees received regular feedback on these meetings.

Our Board has also proactively taken steps to continue to ensure best governance practices, refresh its membership, and deepen its relevant experience, including:

Our Board and management value the perspectives of our stockholders and work to provide our stockholders with continuous and meaningful engagement. Consistent with our approach of proactively engaging stockholders, in the second half of 2023 and during the first quarter of 2024, we continued our strategic stockholder engagement program with investors focused on compensation and governance issues. Various members of management, the Compensation Committee and the Compensation Committee's independent compensation consultant participated in calls with stockholders. Through this process, we reached out to stockholders that we believe represent our top 20 largest stockholders, representing greater than 85% of our outstanding shares. We engaged with stockholders representing over 60% of our outstanding shares, including seven of our top ten largest stockholders. Our largest stockholder has two representatives on our Compensation Committee and one of its representatives serves as Chairman of the Compensation Committee.

Communications with the Board

As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of the Board, including the chairperson of the Audit, Compensation, Nominating and Corporate Governance or Revenue Committees or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the General Counsel of the Company, 6240 Sea Harbor Drive, Orlando, Florida 32821. Such communications may be done confidentially or anonymously.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries.

The Board has established guidelines of director independence to assist it in making independence determinations, which conform to the independence requirements in the NYSE listing standards. In addition to applying these guidelines, which are set forth in our Corporate Governance Guidelines (which may be found on the Corporate Governance page of the Investor Relations section on our website at www.unitedparks.com), the Board of Directors will consider all relevant facts and circumstances in making an independence determination. The Board’s policy is to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the independence guidelines, the Board will determine in its judgment whether such relationship is material.

The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that each of Messrs. Ross, Bension, Chambers, Gray, Hartnett, Lipman, Maruyama, Moloney, and Mmes. Narang and Schaefer is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and for purposes of applicable NYSE standards, including with respect to committee service. Our Board has also determined that each member of our Audit Committee (Messrs. Gray, Hartnett, Lipman and Moloney and Ms. Schaefer) is “independent” for purposes of NYSE listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each member of our Compensation Committee (Messrs. Ross, Chambers, Maruyama and Moloney) is “independent” for purposes of NYSE listing standards and Section 10C(a)(3) of the Exchange Act.

Board Structure

In July 2019, the Board elected Mr. Scott Ross to serve as Non-Executive Chairman of the Board. Our Corporate Governance Guidelines provide for the position of Lead Director whenever the Chairman of the Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an independent director, or the Board otherwise determines it is appropriate to elect a Lead Director. In accordance with our Corporate Governance Guidelines, the Lead Director is responsible for helping to assure appropriate oversight of Company management by the Board and optimal functioning of the Board. The independent directors elect the Lead Director from among the independent directors. A more complete description of the role of Lead Director is set forth in our Corporate Governance Guidelines. In June 2022, the Board elected Mr. Timothy Hartnett to serve as Lead Director of the Board. The Chief Executive Officer position is separate from the Chairman position. In May 2021, the Board appointed Marc G. Swanson to serve as Chief Executive Officer of the Company.

Our Board believes that this leadership structure is appropriate for us at this time as this structure encourages the free and open dialogue of competing views and provides for strong checks and balances.

Board Committees and Meetings

The following table summarizes the current membership of each of the Board’s standing committees as of April 15, 2024.

All directors are expected to make every effort to attend meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. Seven of the directors then on the Board attended the Company’s 2023 Annual Meeting of Stockholders. Our Board is active and engaged and holds a significant number of Board and committee meetings as well as informal working sessions during the course of the year. During 2023, the Board held 23 meetings, and together with Board committees, held 60 meetings. This includes: (i) 16 Audit Committee meetings; (ii) 2 Nominating and Corporate Governance Committee meetings; (iii) 6 Compensation Committee meetings; and 13 meetings held by other committees. The Company believes that this number of Board and committee meetings is significantly greater than the number of Board and committee meetings held at most other similar public companies. Each board member attended a significant number of Board and committee meetings, and the Company believes that each member had a significant beneficial impact on the Company that would equal or exceed that of typical members of the board of directors of other similar public companies. Two incumbent members of the Board (Mr. Bension and Ms. Narang) attended a significant number of meetings, in both cases more than 16 meetings in total, but fewer than 75% of the aggregate number of meetings of the Board and Board committees on which such director served during 2023. Given the high number of Board and committee meetings held by the Company during the year, we do not believe that 75% attendance is a meaningful measure of their board engagement.

Committee Membership

Audit Committee

All members of the Audit Committee are “independent,” consistent with our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, our Board has determined that each of Messrs. Moloney, Hartnett and Lipman and Ms. Schaefer qualify as an audit committee financial expert as defined by applicable U.S. Securities and Exchange Commission (the “SEC”) regulations. The Board reached its conclusion as to Mr. Moloney’s qualification based on, among other things, Mr. Moloney’s previous experience as the Chief Financial Officer of John Hancock Financial Services. The Board reached its conclusion as to Mr. Hartnett’s qualification based on, among other things, Mr. Hartnett’s experience at PricewaterhouseCoopers and the fact that he is a Certified Public Accountant though currently inactive. The Board reached its conclusion as to Mr. Lipman’s qualification based on, among other things, Mr. Lipman’s previous experience as Chief Executive Officer of a publicly traded company, as well as his service on the audit committees of various public and private companies, including as chair, and his previous experience in the financial services sector. The Board reached its conclusion as to Ms. Schaefer’s qualification based on, among other things the fact that Ms. Schaefer is a Certified Public Accountant, though currently inactive, and her previous experience as Chief Executive Officer of a publicly traded company. During the course of 2023, our Audit Committee consisted of Messrs. Gray, Hartnett and Moloney and Ms. Schaefer, with Mr. Moloney serving as Chair of the Audit Committee. Mr. Lipman joined the Audit Committee on January 2, 2024.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Audit Committee Charter, and include the following:

With respect to our reporting and disclosure matters, the responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements prior to inclusion in our Annual Report on Form 10-K and our quarterly financial statements prior to inclusion in our quarterly reports on Form 10-Q or other public dissemination in accordance with applicable rules and regulations of the SEC.

On behalf of the Board, the Audit Committee plays a key role in the oversight of the Company’s risk management policies and procedures. See “Oversight of Risk Management” below.

Compensation Committee

All members of the Compensation Committee are “independent,” consistent with our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and compensation committees in particular. During the course of 2023, our Compensation Committee consisted of Messrs. Chambers, Maruyama, Moloney and Ross, with Mr. Ross serving as Chair of the Compensation Committee.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Compensation Committee Charter, and include the following:

With respect to our reporting and disclosure matters, the responsibilities and duties of the Compensation Committee include overseeing the preparation of the Compensation Discussion and Analysis and recommending to the Board its inclusion in our annual proxy statement or Annual Report on Form 10-K in accordance with applicable rules and regulations of the SEC. The charter of the Compensation Committee permits the Compensation Committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more officers of the Company the authority to make awards to any non-Section 16 officer of the Company under the Company’s incentive-compensation or other equity-based plan, subject to compliance with the plan and the laws of the state of the Company’s jurisdiction. The Compensation Committee has formed a Rule 16b-3 Subcommittee which consists of Messrs. Moloney and Maruyama to approve certain transactions between the Company and its officers or directors in compliance with Rule 16b-3 under the Exchange Act.

For additional information about our processes and procedures for the consideration and determination of our executive and director compensation, including the role of the Compensation Committee’s independent compensation consultant and the role of executive officers in determining executive compensation, see “Executive Compensation―Compensation Discussion and Analysis” and “Executive Compensation―Director Compensation for Fiscal 2023”.

Nominating and Corporate Governance Committee

All members of the Nominating and Corporate Governance Committee are “independent,” consistent with our Corporate Governance Guidelines and the applicable NYSE listing standards. During the course of 2023, our Nominating and Corporate Governance Committee consisted of Messrs. Chambers, Gray and Ross, with Mr. Chambers serving as Chair of the Nominating and Corporate Governance Committee. Mr. Lipman joined the Nominating and Corporate Governance Committee on January 2, 2024. The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Nominating and Corporate Governance Committee Charter, and include the following:

Revenue Committee

During 2023, the Revenue Committee consisted of Messrs. Bension, Chambers, Gray, Maruyama, and Ross, and Mmes. Narang and Schaefer, with Mr. Maruyama serving as Chair of the Revenue Committee. The duties and responsibilities of the Revenue Committee are set forth in its charter, and include the following:

Special Committees

From time to time the Board may form and appoint members to special committees with responsibility to address topics designated at the time of such committee formation.

Oversight of Risk Management

The Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by management and through the Board’s committees. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. Each of the other Board committees considers risks related to matters within the scope of its responsibilities as part of its regular meeting agendas, and the committee chairs report to the full Board regarding matters considered by their committees following each committee meeting. In addition, our Board receives periodic detailed operating performance reviews from management.

Compensation Committee Risk Assessment

With the assistance of W.T. Haigh & Company, Inc. (“Haigh”), the Compensation Committee’s independent compensation consultant, the Compensation Committee conducted a comprehensive compensation risk assessment. The assessment focused on the design and application of the Company’s executive and non-executive compensation programs and whether such programs encourage excessive risk taking by executive officers and other employees. Based on the outcomes of this assessment, the Compensation Committee believes, and Haigh concurs, that the Company’s compensation programs (i) do not motivate our executive officers or our nonexecutive employees to take excessive risks, (ii) are designed to encourage behaviors aligned with the long-term interests of stockholders, and (iii) are not reasonably likely to have a material adverse effect on the Company.

Cybersecurity Risk

We recognize the critical importance of maintaining the safety and security of our systems and data and have a holistic process for overseeing and managing cybersecurity and related risks, which includes engagement with both senior management and the Board. Our Board is responsible for overseeing our enterprise risk management activities in general, including those related to cybersecurity, and each of our Board committees assists the Board in the role of risk oversight. The full Board receives an update on our risk management process and the risk trends related to cybersecurity at least annually. Further, the Audit Committee specifically assists the Board in its oversight of risks related to cybersecurity. To help ensure effective oversight, the Audit Committee receives reports on information security and cybersecurity from our Chief Information Officer at least four times a year.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and non-independent directors. The Non-Executive Chairman or Lead Director, presides at the executive sessions. The Audit, Compensation, Nominating and Corporate Governance and Revenue Committees also meet regularly in executive session.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by the Board and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the full Board.

Our Corporate Governance Guidelines, which include our categorical standards of director independence, our Audit, Compensation, Nominating and Corporate Governance and Revenue Committee charters and other corporate governance information are available on the Corporate Governance page of the Investor Relations section on our website at www.unitedparks.com. Any stockholder also may request them in print, without charge, by contacting the Corporate Secretary at United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821.

Code of Conduct

We maintain a Code of Business Conduct and Ethics that is applicable to all of our directors, officers, and employees, including our Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior financial officers (including those serving in such roles on an interim basis). The Code of Business Conduct and Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets, business conduct and fair dealing. This Code of Business Conduct and Ethics also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any substantive changes in or waivers of the Code of Business Conduct and Ethics granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Form 8-K.

The Code of Business Conduct and Ethics may be found on our website at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Code of Business Conduct and Ethics.

As described in our Code of Business Conduct and Ethics, the Company’s directors, officers and employees are provided with three avenues through which they can report violations or suspected violations with respect to addressing any ethical questions or concerns: a toll-free phone line, in writing, and a website. The toll-free number for the Company’s directors, officers and employees is available 24 hours a day, 7 days a week. Directors, officers and employees can choose to remain anonymous in reporting violations or suspected violations. In addition, we maintain a formal non-retaliation policy that prohibits action or retaliation against any director, officer or employee who makes a report in good faith even if the facts alleged are not confirmed by subsequent investigation.

Director Nomination Process

The Board of Directors recognizes the value of diversity and its ability to bring to bear a wide range of experiences and perspectives that are relevant to the Company’s strategy and business. Consistent with the value of diversity, the Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for director to the Board for election. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment, industry knowledge or experience, his or her ability to work collegially with the other members of the Board and his or her ability to satisfy any applicable legal requirements or listing standards. In addition, unless restricted by any legal, contractual or other obligations, the Nominating and Corporate Governance Committee will require that the pools of candidates to be considered by the Nominating and Corporate Governance Committee and/or the Board for nomination to our Board include candidates with diversity of race, ethnicity and / or gender. The Nominating and Corporate Governance Committee is primarily responsible for this requirement and assesses its effectiveness by examining the diversity of all the directors on the Board when it selects director nominees. The Board does not establish specific goals with respect to diversity. However, since adopting this requirement in February 2020, the Board has added three directors, one of whom is a woman. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

The Stockholders Agreement generally requires described below under “Transactions with Related Persons—Hill Path Agreements” provides that Hill Path Capital LP, (“Hill Path”) has the right to votenominate to our Board up to three designees depending upon their percentage ownership of the Company. Messrs. Ross and Chambers were nominated by Hill Path and have been nominated for re-election this year, see “Proposal No. 1 – Election of Directors.”

In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee may also assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the board member’s biographical information set forth above. Each of the Company’s directors possesses high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of the stockholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. A significant number of our directors possess experience in owning and managing public and privately held enterprises and are familiar with corporate finance and strategic business planning activities that are unique to publicly traded companies like ours.

Our Corporate Governance Guidelines provide that directors may not continue to serve on the Board of Directors after reaching the age of 75 without an express waiver by the Board. The Board believes that waivers of this policy should not be automatic and should be based upon the needs of the Company and the individual attributes of the director. After considering Mr. Moloney’s experience, dedication, and valuable contributions to the Board and its committees, pursuant to the Governance Guidelines, the Nominating and Corporate Governance Committee recommended to the Board that the mandatory retirement requirement be waived for Mr. Moloney. Based upon this recommendation, the Board determined that a waiver of this policy for Mr. Moloney with respect to his service until the next annual meeting in 2025 was in the best interests of the Company and, accordingly, approved such waiver. Accordingly, the annual director nomination process resulted in the Nominating and Corporate Governance Committee’s recommendation to the Board, and the Board’s nomination, of the ten incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

The Nominating and Corporate Governance Committee regularly considers director candidates recommended by stockholders. Any recommendation submitted to the Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors, if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821. All recommendations for nomination received by the Corporate Secretary that satisfy our bylaw requirements relating to such director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our bylaws. These requirements are also described under the caption “Stockholder Proposals for the 2025 Annual Meeting”.

Executive Officers of the Company

Set forth below is certain information regarding each of our current executive officers including ages as of record date.

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG LLP ("KPMG") to serve as our independent registered public accounting firm for 2024.

Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of KPMG to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of KPMG are expected to be present at the Annual Meeting. They also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted for the ratification of the selection of KPMG LLP unless you specify otherwise.

Change in Auditors

On May 16, 2023, the Audit Committee approved the engagement of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

On May 16, 2023, the Committee dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm. The reports of Deloitte and KPMG on the Company’s financial statements for each of the two fiscal years ended December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In the fiscal year ended December 31, 2022 and in the subsequent interim period through May 16, 2023, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the matter in its report on the financial statements for such periods.

In the fiscal year ended December 31, 2022 and in the subsequent interim period through May 16, 2023, there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K), except that, as initially reported in Part I, Item 4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, as filed with the SEC on November 15, 2021, the Company reported a material weakness in its internal control over financial reporting during such period due to the Company not having sufficient policies and procedures related to certain Board oversight responsibilities of Board engagement within the Company’s control environment including delegation of authority.

As reported in Part I, Item 4 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 10, 2023, the Board and management continued efforts to remediate the material weakness, but as of March 31, 2023, the material weakness was not considered remediated. As a result of the material weakness, management concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2023. As reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 29, 2024, during the fourth quarter of fiscal 2023, the Company successfully completed the testing necessary to conclude that the material weakness has been remediated.

The change in independent auditors was previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023. A copy of Deloitte’s related letter, dated May 17, 2023, was included as an exhibit to such Form 8-K filing.

During the fiscal year ended December 31, 2022 and the subsequent interim period through May 16, 2023, neither the Company nor anyone on its behalf consulted with KPMG with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Audit and Non-Audit Fees

The following tables present fees for professional services rendered by Deloitte and KPMG for the audit of our financial statements for 2023 and 2022 and fees billed for other services rendered for those periods:

KPMG

We paid no tax fees or fees other than audit and audit-related fees to KPMG in 2023.

Deloitte

We paid no tax fees or fees other than audit and audit-related fees to Deloitte in 2023 or 2022.

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee pre-approves all audit and permitted non-audit services provided by the independent registered public accounting firm prior to each engagement.

Each year, the Audit Committee approves an annual budget for such audit and permitted non-audit services and requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year. The Audit Committee has authorized KPMG’s commencement of work on such permitted services within that budget, although the Chair of the Audit Committee may pre-approve any such audit and permitted non-audit services that exceed the initial budget. During the year, circumstances may arise that make it necessary to engage the independent registered public accounting firm for additional services that would exceed the initial budget. The Audit Committee has delegated the authority to the Chair of the Audit Committee to review such circumstances and to grant approval when appropriate. All such approvals are then reported by the Audit Committee Chair to the full Audit Committee at its next meeting.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of “The Board of Directors and Certain Governance Matters—Committee Membership—Audit Committee.” The Audit Committee charter is available on our Investor Relations website at www.unitedparks.com/corporate-governance/governance-documents/. Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America, and for auditing our internal control over financial reporting and expressing an opinion on the effectiveness of our internal control over financial reporting.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission, (the “SEC”). In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, our Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Proposal No. 3—Non-Binding Vote on Executive Compensation

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, in a non-binding, advisory vote, the compensation paid to our named executive officers as disclosed on pages 26 to 47. At the Company’s 2020 annual meeting of stockholders, our stockholders indicated their preference to hold the non-binding stockholder vote to approve the compensation of our named executive officers each year. Accordingly, the Company currently intends to hold such votes annually. The next vote to approve the compensation of our named executive officers is expected to be held at the Company’s 2025 annual meeting of stockholders. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The text of the resolution in respect of Proposal No. 3 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

In considering their vote, stockholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 26 to 47, as well as the discussion regarding the Compensation Committee on page 13.

In particular, stockholders should note the following:

The Company values the opinions expressed by its stockholders, and the Compensation Committee will continue to carefully review and take into account the results of the vote when designing and considering future executive compensation arrangements.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF
THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement relating to our 2024 Annual Meeting of Stockholders.

Submitted by the Compensation Committee of the Board of Directors:

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation strategy, philosophy, policies, programs, and practices for our Named Executive Officers, or NEOs, and the executive positions they held in 2023 as set forth below:

2023 Business Highlights (in millions except per share and per capita amounts)

2023 was another fiscal year of strong financial results including record Total revenue per capita. The following highlights our 2023 financial performance:

In addition to our core financial metrics, we maintained our focus on stockholder value and significantly outperformed relevant U.S. equity markets on a three- and five-year basis:

Also, in 2023, our rescue teams came to the aid of 335 animals in need in the wild bringing the total number of animals we have helped over our history to more than 41,000.

2023 Say-On-Pay Vote and Stockholder Outreach

Stockholders voted 99.4% in support of our executive compensation programs at the 2023 stockholder meeting (excluding abstained and broker non-votes). Even though the results of the 2023 advisory Say-On-Pay vote were overwhelmingly positive, we continued to reach out to our stockholders to engage and gather feedback. We reached out to 20 of our largest stockholders representing greater than 85% of our outstanding shares and had discussions with seven stockholders representing over 60% of our outstanding shares (these seven shareholders were all top 10 holders of our stock).

Below, we include more detail on specific areas where we believe, based on our engagement process, shareholders may be interested in excessmore information and background.

Additional disclosure on compensation risk:

Annual bonus design with no maximum payout levels:

Certain executive annual bonus plans include a maximum payout set at 150% to 200% of target with accompanying performance that typically represents 10% to 15% over target financial performance levels. Our plan pays an additional 0.5% of target for every $1M of additional Adjusted EBITDA above target. To achieve a payout of 150% of target, our Adjusted EBITDA would need to be $100M or 11.1% above our challenging 2023 target. To achieve a payout of 200% of target, our Adjusted EBITDA would be $200M or 22.2% above target.

Use of time-based equity awards and alignment with the Company’s compensation philosophy:

Our Compensation Policies and Practices at a Glance

Our Total Rewards Philosophy and Key Rewards Principles

We believe we must provide total rewards that will attract, retain and motivate an outstanding executive team to achieve our challenging business goals and create value for our stockholders. To accomplish this, our compensation program is designed to support the following key reward principles:

2023 Compensation Elements and Mix

Elements of 2023 Compensation

Our compensation program is made up of the following three direct compensation elements:

Our 2023 Mix of Target Compensation

Our compensation is structured to meet the following key objectives for our NEOs and other key executives:

The following chart illustrates our 2023 targeted compensation mix and structure for our NEOs on average. The chart is based on the NEOs who were employed by us and in their positions with the Company on December 31, 2023:

Compensation Determination Process

Role of the Compensation Committee, Management and Consultant

Development of Peer Companies

Annually, the Compensation Committee directs Haigh to develop a comparable group of companies engaged in the same or similar industries as our Company. Due to the limited number of “pure leisure facilities” public companies, our Compensation Committee determined that it was appropriate to also include other companies in the compensation peer group that are in the entertainment, restaurant and hospitality industries and compete with us for executive talent. The peer companies are selected based on a combination of factors including industry, market capitalization, enterprise value, revenue and number of employees. No specific weighting is applied to any of these selection factors.

Generally, the Compensation Committee uses peer company data provided by Haigh to guide its review of the total compensation of our executive officers and non-employee directors and generally reviews the compensation data of our peer companies and industry to understand market competitive compensation levels and practices. The Compensation Committee focuses to ensure that our executive compensation program is competitive on a total compensation basis. However, no specific competitive level is targeted by the Compensation Committee based on this review.

The Compensation Committee approved the following 14 companies as our peer group for 2023 based on analysis and recommendations by Haigh. There were no changes versus the 2022 peer group:

2023 Compensation Design and Decisions

Base Salaries

Our philosophy is to pay base salaries that reflect each executive’s performance, experience and scope of responsibilities and provide levels of pay competitive with our industry practices for similar roles. Base salaries are reviewed periodically for potential adjustments typically based upon promotion and/or change in job responsibilities.:

2023 Annual Bonus, Performance Objectives and Performance Results

Target Opportunity for Our NEOs

Annual incentive awards are a key component of our total compensation program. Typically, these incentives are available to all of our salaried exempt employees including our named executive officers and are based on financial and non-financial metrics typically established in the first quarter of the year and communicated to annual incentive program participants. At the beginning of the performance period, 50% of the total target bonus potential is denominated as cash while the remaining 50% is denominated as stock, with the number of shares granted at the beginning of the performance period based on the Company’s stock price on the date of grant. The stock portion of our annual incentive program vest subject to performance and are settled in shares of our common stock following the performance period.

The following illustrates the 2023 target bonus opportunity for our NEOs.

2023 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2023 Annual Bonus Awards as a Percent of Target

Our 2023 financial and non-financial objectives, weightings, actual results and weighted payouts by performance objective as a percent of target are shown in the table below:

CORPORATE PARTICIPANTS (Messrs. Swanson, Miller and Surrett):