Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 24, 2019, Six Flags Entertainment Corporation (the “Company”) announced that James Reid-Anderson will retire as Chairman, President and Chief Executive Officer of the Company, effective November 18, 2019. As part of its normal succession planning process, on March 7, 2019, the Company had announced Mr. Reid-Anderson’s intention to retire, and, that the Company had commenced a search process, and retained an outside search firm, to locate a successor for Mr. Reid-Anderson.
Also on October 24, 2019, the Company announced that Michael Spanos, 55, was appointed as a member of the Board of Directors of the Company, effective October 24, 2019, and as President and Chief Executive Officer of the Company, effective November 18, 2019 (the “Effective Date”). Prior to joining the Company, Mr. Spanos served as the Chief Executive Officer, Asia, Middle East and North Africa, of PepsiCo, Inc., a leading global food and beverage company with a complementary portfolio of brands, from January 2018 to November 2019. Mr. Spanos previously served as interim head of PepsiCo, Inc.’s Asia, Middle East and North Africa division from October 2017 to January 2018 and as President and Chief Executive Officer, PepsiCo Greater China Region, from September 2014 to January 2018. Prior to that, Mr. Spanos served as Senior Vice President and Chief Customer Officer, PepsiCo North America Beverages from October 2011 to September 2014. Mr. Spanos previously held management roles of increasing responsibility at PepsiCo, Inc. since 1993 in North America, Asia and the Middle East. Before joining PepsiCo, Inc. Mr. Spanos served in the United States Marines Corps from 1987 to 1993. Mr. Spanos holds a B.S. degree from the U.S. Naval Academy and he received a Master’s degree in Organizational Behavior from the University of Pennsylvania. Mr. Spanos’ leadership skills, business experience and marketplace intuition, among other factors, make him a valuable member of the Board of Directors.
In connection with Mr. Spanos’ appointment as President and Chief Executive Officer, the Company entered into an employment agreement with Mr. Spanos (the “Spanos Employment Agreement”) that provides for, among other things, a base salary of at least $1,150,000 per year and an annual bonus with a target of 150% of his base salary for the 2020 calendar year. In lieu of any bonus for the 2019 calendar year, Mr. Spanos will receive a signing bonus of $215,000 payable at the same time annual bonuses to other executive officers are paid with respect to the 2019 calendar year. On the Effective Date, Mr. Spanos will be granted options to purchase 305,000 shares of the Company’s common stock and associated dividend equivalent rights in accordance with a nonqualified stock option agreement under the Company’s Long-Term Incentive Plan, which will vest in equal amounts upon each of the first four anniversaries of the grant date, and a performance-vesting stock unit and associated dividend equivalent rights with respect to 10,000 shares under the Company’s Long-Term Incentive Plan. Pursuant to the Spanos Employment Agreement, upon the Effective Date, Mr. Spanos will be granted restricted stock units of the Company with a value of $2,000,000 in accordance with a restricted stock unit agreement, under the Company’s Long-Term Incentive Plan, which will vest in equal amounts upon each of the first three anniversaries of the Effective Date. Mr. Spanos will also be granted, on the Effective Date, additional sign-on options to purchase 120,000 shares of the Company’s common stock and associated dividend equivalent rights in accordance with a nonqualified stock option agreement under the Company’s Long-Term Incentive Plan, which will vest in equal amounts upon each of the first four anniversaries of the grant date. Mr. Spanos will also be entitled to participate in or receive benefits under the employee benefit programs of the Company, including the Company’s life, health and disability programs, as well as to receive reimbursement of certain expenses incurred during his employment. Mr. Spanos will receive a relocation allowance of $165,000. The Spanos Employment Agreement also contains provisions for separation payments and benefits upon certain types of termination of employment as well as contains customary non-competition, indemnification, confidentiality and proprietary information provisions.
As previously announced, in connection with the succession planning process, on March 7, 2019, the Company and Mr. Reid-Anderson entered into a retirement agreement. The retirement agreement provides for continuation of Mr. Reid-Anderson’s compensation arrangement under his current employment agreement through his retirement date. Under the retirement agreement, since the Company identified a new Chief Executive Officer before February 28, 2020, Mr. Reid-Anderson will continue to receive his salary through February 28, 2020 and since Mr. Reid-Anderson’s retirement date is before payment of the bonus for calendar year 2019, any bonus Mr. Reid-Anderson would have received for calendar year 2019 will be paid based on actual Company results and consistent with the manner calculated for other senior executives. The retirement agreement also provides for vesting of outstanding stock options that would have vested if Mr. Reid-Anderson had remained employed through February 28, 2021, and provides for benefit continuation. The
