SeaWorld Entertainment, Inc. (NYSE:SEAS) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated
by reference into this Item 3.03.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of New Board Members
(d) On June 14, 2017, SeaWorld Entertainment, Inc. (the Company)
held its 2017 Annual Meeting of Stockholders (the Annual
Meeting).As previously disclosed, effective immediately after the
Annual Meeting, (i) Peter F. Wallace resigned from the Companys
Board of Directors (the Board), (ii) the size of the Board
increased from 10 directors to 11 directors and (iii) Yoshikazu
Maruyama and Yongli Wang, two director designees of the Zhonghong
Group (as defined in Item 5.03 below), were appointed to the
Board. Mr. Maruyama was appointed to the newly-created
directorship, with an initial term expiring at the Companys 2018
Annual Meeting of Stockholders, and Mr. Wang was appointed to Mr.
Wallaces vacated directorship, the term of which expires at the
Companys 2019 Annual Meeting of Stockholders.
Mr. Maruyama, age 46, recently joined the Zhonghong Group, a
leading real estate development and diversified leisure and
tourism company in Asia. Prior to that, Mr. Maruyama served as
Global Head of Location Based Entertainment for DreamWorks
Animation SKG, where he served from August 2010 until March 2017.
From June 2004 to January 2009, he served as Chief Strategy
Officer and was elected to the Board of Directors of USJ Co.,
Ltd, owner and operator of Universal Studios Japan theme park.
Mr. Maruyama held multiple positions at Universal Parks and
Resorts from June 1995 to June 2004, including as Senior Vice
President of International Business Development and Vice
President of Strategic Planning. Mr. Maruyama took a hiatus from
Universal Park Resorts to support the startup of eToys, an online
toy retailer in 1999. Mr. Maruyama also served as a Financial
Analyst at J.P. Morgan Co. from July 1992 to June 1995. Mr.
Maruyama holds a Bachelor of Science degree in Operations
Research from Columbia University in New York.
Mr. Wang, age 46, currently serves as Chief Strategy Officer for
Zhonghong Group, where he is primarily responsible for overseeing
all strategic and financial planning activities, particularly
with regard to major investments in the U.S. and Asia. Prior to
that, Mr. Wang served as a Managing Director of Rothschild China,
where he led several large cross-border merger and acquisition
(MA) transactions from 2015 to 2017. From 2014 to 2015, Mr. Wang
served as a Vice President for Royal DSM N.V., a global health,
nutrition, and materials company headquartered in the
Netherlands. Previously, Mr. Wang served as a Managing Director
for HSBC China, where he executed multiple scale cross-border MA
transactions and initial public offerings, from 2010 to 2014.
From 2009 to 2010, Mr. Wang served as a Vice President and Head
of Global Investment and MA for Sinochem Group. Previously, Mr.
Wang served in various capacities for Lanxess from 2003 to 2008,
including as President and Founding CEO of Lanxess China and as
Managing Director of Lanxess Hong Kong. From 1996 to 2003, Mr.
Wang served as a Director and Head of Strategy for Bayer China.
Mr. Wang holds a Bachelor degree in Computer Science from Fudan
University and a Masters in Business Administration from the
Executive program at China Europe International Business School.
Except for the Zhonghong Stockholders Agreement (as defined in
Item 5.03 below), there are no arrangements or understandings
between either of Mr. Maruyama and Mr. Wang and any other person
to which they were elected as directors. The transactions that
require disclosure under Item 404(a) of Regulation S-K with
respect to Mr. Maruyama and Mr. Wang are described in the section
entitled Transactions with Related Persons on pages 73 through 78
of the Companys definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on April 24, 2017
(the Proxy Statement), which pages are filed as Exhibit 99.1
hereto and incorporated herein by reference.
2017 Omnibus Incentive Plan
(e) At the Annual Meeting, the Companys stockholders approved the
SeaWorld Entertainment, Inc. 2017 Omnibus Incentive Plan (the
2017 Omnibus Incentive Plan), which authorizes the Compensation
Committee of the Board to grant to employees, non-employee
directors and consultants of the Company equity based incentive
awards, as described in the section entitled Proposal No.
4Approval of the SeaWorld Entertainment, Inc. 2017 Omnibus
Incentive Plan on pages 25 through 33 of the Proxy Statement. The
2017 Omnibus Incentive Plan became effective as of the date of
such stockholder approval.
The material features of the 2017 Omnibus Incentive Plan are
described in the section entitled Proposal No.4Approval of the
SeaWorld Entertainment, Inc. 2017 Omnibus Incentive Plan on pages
25 through 33 of the Proxy Statement, which pages are filed as
Exhibit 99.2 hereto and incorporated herein by reference. A copy
of the 2017 Omnibus Incentive Plan, as approved by the Companys
stockholders and adopted by the Company, is filed as Exhibit 10.1
hereto and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
(a) In connection with the consummation of the previously
announced sale (the Sale) of shares of common stock of SeaWorld
Entertainment, Inc. (the Company) by funds affiliated with The
Blackstone Group L.P. (collectively, Blackstone) to Sun Wise (UK)
Co., Ltd. (ZHG), an affiliate ofZhonghong Zhuoye Group Co., Ltd.
(collectively, Zhonghong Group), effective immediately after the
Annual Meeting, the Company adopted the Third Amended and
Restated Bylaws (the Third Amended and Restated Bylaws). The
Third Amended and Restated Bylaws amends and restates the
Companys Second Amended and Restated Bylaws, as amended effective
June 15, 2016 by Amendment No. 1, to include references to the
Stockholders Agreement, dated as of March 24, 2017, by and among
the Company,Sun Wise (UK) Co., Ltd. and, solely for purposes of
Section 4.3 thereof, Zhonghong Zhuoye Group Co., Ltd. (the
Zhonghong Stockholders Agreement), to remove certain provisions
applicable only so long as Blackstone was a significant
stockholder and to remove references to the Stockholders
Agreement, dated as of April 24, 2013, among the Company and the
other parties thereto, which terminated to its terms upon
consummation of the Sale.
The Third Amended and Restated Bylaws are qualified in their
entirety by reference to the full text of such document, which is
filed herewith as Exhibit 3.1 and the terms of which are
incorporated herein by reference. In addition, a version of the
Third Amended and Restated Bylaws that has been marked to show
changes from the Bylaws that were previously in effect is
included as Exhibit 3.2 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)(b) On June 14, 2017, the Company held its Annual Meeting. A
quorum was present at the meeting as required by the Companys
Bylaws. The immediately following charts set forth the number of
votes cast for and against, and the number of abstention votes
and broker non-votes, with respect to each matter voted upon by
Proposal 1 Election of Directors
Joel K. Manby, Judith A. McHale and Ellen O. Tauscher were
elected to the Board to serve as directors until the Companys
2018 Annual Meeting of Stockholders and until their successors
have been duly elected and qualified.
David F. DAlessandro*
Joel K. Manby
Judith A. McHale
Ellen O. Tauscher
* Mr. DAlessandro did not receive a majority of the votes cast at
the Annual Meeting and, to the terms of the Companys Bylaws,
offered to tender his resignation to the Board following the
Annual Meeting. The Bylaws provide that the Nominating and
Corporate Governance Committee of the Board (the Committee) must
make a recommendation to the Board on whether to accept or reject
such resignation, or whether other action should be taken,
following which the Board must take action after considering the
Committees recommendation and the Boards determination will be
publicly disclosed through the filing of a Current Report on Form
8-K no later than September 12, 2017 (90 days from the date of
the certification of the election results).
Proposal 2 Ratification of Independent Registered Public
The appointment of Deloitte Touche LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017 was ratified.
Proposal 3 Non-binding Vote on Executive Compensation
The stockholders failed to approve, on an advisory, non-binding
basis, the compensation paid to the Companys named executive
Proposal 4 Approval of the SeaWorld Entertainment, Inc. 2017
The Companys 2017 Omnibus Plan was approved.
Item 9.01. Financial Statements and Exhibits
Third Amended and Restated Bylaws of SeaWorld
Third Amended and Restated Bylaws of SeaWorld
SeaWorld Entertainment, Inc. 2017 Omnibus Incentive Plan.
The section entitled Transactions With Related Persons,
The section entitled Proposal No. 4Approval of the
* Filed herewith.
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).