SeaWorld Entertainment, Inc. (NYSE:SEAS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SeaWorld Entertainment, Inc. (NYSE:SEAS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

In order to further align executive pay with performance and
enhance executive retention, on December 7, 2016, the
Compensation Committee (the Committee) of the Board of Directors
of SeaWorld Entertainment, Inc. (the Company) adopted the annual
bonus plan (the 2017 Bonus Plan) and the long-term incentive plan
(the 2017 Long-Term Incentive Plan and, together with the 2017
Bonus Plan, the 2017 Incentive Plans) for the Companys fiscal
year ending December 31, 2017 (Fiscal 2017).

The Committee engaged W.T. Haigh Company (Haigh), an independent
compensation consulting firm, to review the Companys prior bonus
plans (2015 and 2016 Bonus Plans) and long-term incentive plans
(2015 and 2016 Long-Term Incentive Plans and, together with the
2015 and 2016 Bonus Plans, the Prior Incentive Plans).The review
by Haigh of these Prior Incentive Plans included an evaluation of
each plans design features and provisions, including such
provisions as the establishment of threshold, target and maximum
performance levels, the types of performance criteria measured,
the balance between annual and long-term opportunities and the
retention value of outstanding equity awards.At the conclusion of
its review and evaluation, Haigh made recommendations to the
Committee on the Companys 2017 Incentive Plans that were
considered and ultimately approved by the Committee.

The 2017 Incentive Plans will provide the Companys employees the
opportunity to earn cash and equity awards and are designed to
motivate and reward senior management leaders while improving
upon the Prior Incentive Plans.As discussed below, the Committee
believes that the 2017 Incentive Plans contain a number of
shareholder-friendly features, including:

Increased emphasis on longer term performance-based
compensation by (a) shifting weighting of
performance-vesting shares from 33% under the 2015 and
2016 Long-Term Incentive Plans to 50% under the 2017
Long-Term Incentive Plan and (b) expanding to longer
three year performance measures under the 2017 Long-Term
Incentive Plan in lieu of annual performance measures
over a three-year period under the 2015 and 2016
Long-Term Incentive Plans;

Broader and more balanced scorecard of performance
metrics than under the Prior Incentive Plans, including
Return on Invested Capital which is an indicator of the
Companys growth and profitability, thereby aligning the
interests of senior management with the long-term
interests of the Companys shareholders;

Reducing the Companys equity issuance run rate in the
future by eliminating stock option grants from the
long-term incentive plan, which helps to reduce dilution
to the Companys stockholders;

Strengthening retention of senior management by granting
2017 time-vesting stock (including an early grant of the
2018 time-vesting award) with a significantly longer
vesting period; and

Minimal impact on the Companys compensation costs at
target performance as compared to the Prior Incentive
Plans with modest cost reduction driven by reduced annual
bonus targets for certain members of senior management.

All of the Companys executive officers and certain other
employees are expected to be eligible for awards under the 2017
Incentive Plans, including the following named executive officers
Joel K. Manby (President and Chief Executive Officer), Peter J.
Crage (Chief Financial Officer), G. Anthony (Tony) Taylor (Chief
Legal Officer, General Counsel and Corporate Secretary), Marc G.
Swanson (Chief Accounting Officer) and Anthony Esparza (Chief
Creative Officer) (the Named Executive Officers).

2017 Bonus Plan

to the 2017 Bonus Plan, the Companys executive officers are
expected to be eligible to receive a bonus for Fiscal 2017,
payable 50% in cash and 50% in shares of the Companys common
stock, based upon the Companys achievement of pre-established
performance goals with respect to Adjusted EBITDA (weighted at
50%), Total Revenue (weighted at 30%) and Adjusted EBITDA Margin
(weighted at 20%) for Fiscal 2017.These financial performance
goals represent a broader scorecard to assess performance than
under the 2015 and 2016 Bonus Plans, which used Adjusted EBITDA
as the sole performance metric.

Under the 2017 Bonus Plan, the target bonus opportunity as a
percentage of base salary will be reduced for Messrs. Manby,
Crage, Taylor and Esparza and increased for Mr. Swanson.The new
target bonus opportunity for the Named Executive Officers are
expected to be in the following amounts (expressed as a
percentage of their respective annual base salary to be paid for
Fiscal 2017): Mr. Manby: 120% (previously 150%); Mr. Crage: 80%
(previously 50%); Mr. Taylor: 80% (previously 50%); Mr. Esparza:
80% (previously 50%); and Mr. Swanson: 60% (previously 50%).The
employment agreements between the Company and each of Messrs.
Manby, Crage and Esparza have been amended to reflect these new
bonus targets.The financial performance goals under the 2017
Bonus Plan are expected to have three levels of potential
achievement:

Achievement of performance at the Threshold level will
result in a weighted payment equal to 30% of the target
amount;

Achievement of performance at the Target level will
result in a weighted payment equal to 50% of the target
amount;and

Achievement of performance at or above the Maximum level
will result in a weighted payment of no more than 200% of
the target amount.

For performance below the Threshold level, participants in the
2017 Bonus Plan will not receive any bonus payout.For performance
percentages between the specified threshold, target and maximum
levels, the resulting weighted payment will be adjusted on a
linear basis.

In early Fiscal 2017, the Committee is expected to set the
performance goals for the 2017 bonus awards and the Named
Executive Officers are expected to be granted shares of
restricted stock with a one-year performance period under the
2017 Bonus Plan, reflecting the equity portion of such plan.After
the end of Fiscal 2017, the Committee will determine the actual
cash and equity bonus amounts earned based on the Companys
financial results with respect to the performance goals.

The Company expects to submit the applicable terms of the 2017
Bonus Plan to the Companys stockholders for approval at the 2017
annual stockholders meeting of the Company to ensure
deductibility of such performance-based compensation under
Section 162(m) of the Internal Revenue Code.

2017 Long-Term Incentive Plan

to the 2017 Long-Term Incentive Plan, the Companys executive
officers are expected to be eligible to receive equity awards of
time-vesting restricted stock awards (time-vesting shares) and
performance-vesting restricted stock awards with a three-year
performance period (performance-vesting shares).These two grant
forms simplify the Companys long-term incentive plan, which
previously also included stock options.The Committee believes
that granting solely restricted stock awards are an effective
means by which to reduce the Companys equity issuance run rate in
the future as restricted stock awards require fewer shares than
stock options to deliver the same intended value.In early Fiscal
2017, the Committee is expected to set the target annual equity
award opportunity for each of the Named Executive Officers under
the 2017 Long-Term Incentive Plan.One-half (50%) of the target
annual equity award opportunity under the 2017 Long-Term
Incentive Plan is expected to be awarded in time-vesting shares
and the other half (50%) is expected to be awarded in
performance-vesting shares. The Committee believes that shifting
weighting of performance-based compensation from 33% under the
2015 and 2016 Long-Term Incentive Plans to 50% under the 2017
Long-Term Incentive Plan provides a strong pay for performance
orientation while effectively incentivizing senior management
decision making and providing appropriate retention
incentives.The time-vesting shares and performance-vesting shares
are expected to be granted to the Named Executive Officers in
early Fiscal 2017.

Additionally, in order to address the lack of retention value of
outstanding equity awards held by the Companys executives, the
Committee determined that it is appropriate to grant the
time-vesting portion of the 2018 annual equity award opportunity
in the first quarter of Fiscal 2017 to the Named Executive
Officers (the Early 2018 Grants).

The time-vesting shares for the 2017 Long-Term Incentive Plan and
the Early 2018 Grants are expected to vest over five years, with
one-third vesting on each of the third, fourth and fifth
anniversaries of the date of grant, subject to the executives
continued employment through the applicable vesting date.The
extended vesting schedule for these time-vesting shares is
expected to enhance retention because no shares will be eligible
to vest until the third anniversary of the date of grant, and the
executives must be employed on the applicable vesting
date.Previously, the Companys time-vesting shares vested in equal
annual installments on each of the first four anniversaries of
the grant date, subject to continued employment.

The performance-vesting shares for the 2017 Long-Term Incentive
Plan are expected to vest following the end of the three-year
performance period beginning on January 1, 2017 and ending on
December 31, 2019 based upon the Companys achievement of
pre-established performance goals with respect to Adjusted EBITDA
(weighted at 50%), Total Revenue (weighted at 30%) and Return on
Invested Capital (weighted at 20%) for the three-year performance
period.These financial performance goals represent a broader
scorecard to assess performance than the 2015 and 2016 Long-Term
Incentive Plans, which used Adjusted EBITDA as the sole
performance metric for the performance-vesting shares. The
Committee believes that these performance metrics as well as the
longer three year performance measures (in lieu of annual
performance measures over a three-year period under the 2015 and
2016 Long-Term Incentive Plans) are aligned with the Companys
business plan and stockholders interests. The total number of
performance-vesting shares eligible to vest will be based on the
level of achievement of the performance goals and ranges from 0%
(if below threshold performance), to 50% (for threshold
performance), to 50% (for target performance), and up to 200%
(for at or above maximum performance).For actual performance
between the specified threshold, target, and maximum levels, the
resulting vesting percentage will be adjusted on a linear basis.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that are
forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are subject to
the safe harbor created by those sections.The Company generally
uses the words such as might, will, would, may, should,
estimates, expects, continues, contemplates, anticipates,
projects, plans, potential, predicts, intends, believes,
forecasts, future, further, appropriate, strengthen, enhance,
designed and variations of such words or similar expressions in
this Current Report on Form 8-K to identify forward-looking
statements.These forward-looking statements are subject to a
number of risks and uncertainties that could cause actual results
and plans to differ materially from the forward looking
statements contained in this report, including among others: a
decline in discretionary consumer spending or consumer
confidence; various factors beyond managements control adversely
affecting Company performance, attendance and guest spending at
the Companys theme parks, including the potential spread of
contagious diseases, such as the Zika virus; any risks affecting
the markets in which the Company operates, such as natural
disasters, severe weather and travel-related disruptions or
incidents; the loss of key personnel, including members of the
Companys senior management team; increased labor costs and
employee health and welfare benefits; complex federal and state
regulations governing the treatment of animals, which can change,
and claims and lawsuits by activist groups; incidents or adverse
publicity concerning the Companys theme parks; any adverse
judgments or settlements resulting from legal proceedings; cyber
security risks and the failure to maintain the integrity of
internal or guest data; inability to protect the Companys
intellectual property or the infringement on intellectual
property rights of others; risks associated with the Companys
compensation programs, cost optimization program, capital
allocation plans and share repurchases; and other risks,
uncertainties and factors set forth in the section entitled Risk
Factors in the Companys most recently available Annual Report on
Form 10-K and Quarterly Report on Form 10-Q, as such risks,
uncertainties and factors may be updated in the Companys periodic
filings with the Securities and Exchange Commission (SEC).Except
as required by law, the Company undertakes no obligation to
update or revise forward-looking statements to reflect new
information or events or circumstances that occur after the date
of this report or to reflect the occurrence of unanticipated
events or otherwise.Readers are advised to review the Companys
filings with the SEC (which are available from the SECs EDGAR
database at www.sec.gov and via the Companys website at
www.seaworldentertainment.com).


About SeaWorld Entertainment, Inc. (NYSE:SEAS)

SeaWorld Entertainment, Inc. is a theme park and entertainment company. It owns or licenses a portfolio of brands, including SeaWorld, Sea Rescue and Busch Gardens. It has a diversified portfolio of approximately 10 destination and regional theme parks that are located across the United States. Its theme parks feature a range of rides, shows and other attractions. The Company operates SeaWorld theme parks in Orlando, Florida; San Antonio, Texas, and San Diego, California, and Busch Gardens theme parks in Tampa, Florida, and Williamsburg, Virginia. The Company operates water park attractions in Orlando, Florida (Aquatica); San Diego, California (Aquatica); Tampa, Florida (Adventure Island), and Williamsburg, Virginia (Water Country USA). The Company also operates a reservations-only attraction offering interaction with marine animals (Discovery Cove) and a seasonal park in Langhorne, Pennsylvania (Sesame Place).

SeaWorld Entertainment, Inc. (NYSE:SEAS) Recent Trading Information

SeaWorld Entertainment, Inc. (NYSE:SEAS) closed its last trading session down -0.07 at 19.43 with 3,681,495 shares trading hands.

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