Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 19, 2019, the Board of Directors (the "Board") of SeaWorld
Entertainment, Inc. (the "Company") increased the size of the Board from seven
to eight directors and elected Mr. Charles Koppelman to serve as a director of
Mr. Koppelman, 79, serves as Chairman and Chief Executive Officer of CAK
Entertainment, Inc., an entertainment and leisure consultant and brand
development firm that he founded in 1997. Mr. Koppelman served as Executive
Chairman and Principal Executive Officer of Martha Stewart Living Omnimedia,
Inc. from 2005 to 2011. Mr. Koppelman served as Chairman and Chief Executive
Officer of EMI Records Group, North America, from 1994 to 1997, and Chairman and
Chief Executive Officer of EMI Music Publishing from 1990 to 1994. Mr. Koppelman
currently serves on the board of directors of Las Vegas Sands Corp. (Chairman of
Compensation Committee) and he previously served on the board of directors of
Six Flags Entertainment Corporation (2010-2016), Martha Stewart Living
Omnimedia, Inc. (Executive Chairman) (2004-2011), and Steve Madden, Ltd.
(Executive Chairman) (2000-2004).
As described in the Company's Form 8-K dated May 27, 2019, the Company entered
into a stockholders agreement with Hill Path Capital LP (the "Stockholders
Agreement") that became effective upon the closing of the stock purchase
described in the Stockholders Agreement.
Under the Stockholders Agreement, the Company agreed to appoint up to three Hill
Path Capital LP ("Hill Path") director designees to the Board in proportion to
Hill Path's ownership. Scott I. Ross and James Chambers currently serve on the
Board as Hill Path designees. Hill Path recommended Mr. Koppelman as their third
designee under the Stockholders Agreement. Under the Stockholders Agreement, two
directors appointed by Hill Path may be affiliated with Hill Path and one Hill
Path designee must be considered to be independent under the standards of the
New York Stock Exchange. Hill Path is also entitled to have 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.
Mr. Koppelman is not a party to any transaction that would require disclosure
under Item 404(a) of Regulation S-K.
In accordance with the Company's "Outside Director Compensation Policy," as
amended included in the Company's Form 8-K filed on June 13, 2019 with the
Securities and Exchange Commission, Mr. Koppelman's compensation for his
services as a non-employee director will be consistent with that of the
Company's other non-employee directors, subject to pro-ration to reflect the
commencement date of his service on the Board.
Mr. Koppelman has been appointed as a member of the Nominating and Corporate
Governance Committee of the Board and the Revenue Committee.
Item 8.01. Other Events.
On July 19, 2019, the Company issued a press release announcing that Mr. Scott
I. Ross was elected as non-executive Chairman of the Board. Mr. Yoshikazu
Maruyama will remain a Board member, however, he asked the Board to elect
another Director to serve as chairman due to new outside professional
obligations. The full text of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference in this
Item 9.01Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release of SeaWorld Entertainment, Inc., date July 19, 2019,
announcing the election of Mr. Koppelman as a Director and Mr. Scott I.
Ross to serve as non-executive Chairman
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