UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 2, 2012
Six Flags Entertainment Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-13703 | | 13-3995059 |
(Commission File Number) | | (IRS Employer Identification No.) |
924 Avenue J East | | |
Grand Prairie, Texas | | 75050 |
(Address of Principal Executive Offices) | | (Zip Code) |
(972) 595-5000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders (the “Annual Meeting”) of Six Flags Entertainment Corporation (the “Company”), held on May 2, 2012, the Company’s stockholders approved the Six Flags Entertainment Corporation Long-Term Incentive Plan as amended (the “Plan”) that, among other things (a) increased the number of shares available for issuance under the plan by 4,400,000 shares from 9,666,666 to 14,066,666; (b) removed the requirement that at least one-third of the total shares available for issuance under the Plan be subject to grants of restricted stock or restricted stock units; and (c) clarified that performance units can include performance awards designed to qualify as “qualified performance-based compensation” under Code Section 162(m) and updated the employment agreement reference to include current employment agreements. Certain awards granted under the Plan as set forth in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 20, 2012 (“Proxy Statement”) were subject to approval of the Plan by the Company’s stockholders.
The foregoing description of the Plan is qualified by reference to the Plan, which is filed as Appendix A to the Company’s Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2012, the Company held its Annual Meeting of Stockholders. At the Annual Meeting, three proposals were voted on and the final results for the votes regarding each proposal are set forth below.
1. Election of Directors. The following eight nominees were elected to the Board to serve for the ensuing year and until their respective successors are elected and qualified:
Nominee | | For | | Withhold | | Broker Non-Vote | |
John W. Baker | | 45,757,611 | | 18,612 | | 2,035,829 | |
Kurt M. Cellar | | 45,559,284 | | 216,939 | | 2,035,829 | |
Charles A. Koppelman | | 44,924,157 | | 852,066 | | 2,035,829 | |
Jon L. Luther | | 44,974,612 | | 801,611 | | 2,035,829 | |
Usman Nabi | | 45,050,488 | | 725,735 | | 2,035,829 | |
Stephen D. Owens | | 44,974,088 | | 802,135 | | 2,035,829 | |
James Reid-Anderson | | 44,958,554 | | 817,669 | | 2,035,829 | |
Richard W. Roedel | | 44,563,763 | | 1,212,460 | | 2,035,829 | |
2. Long-Term Incentive Plan. The Six Flags Entertainment Corporation Long-Term Incentive Plan as amended was approved.
For | | Against | | Abstain | | Broker Non-Vote | |
33,628,517 | | 12,085,595 | | 62,111 | | 2,035,829 | |
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3. Independent Auditor. The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2012 was ratified.
For | | Against | | Abstain | | Broker Non-Vote | |
47,689,494 | | 117,843 | | 4,715 | | — | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SIX FLAGS ENTERTAINMENT CORPORATION |
| |
| |
| By: | /s/ Lance C. Balk |
| | Name: Lance C. Balk |
| | Title: Executive Vice President and General Counsel |
Date: May 4, 2012
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