Six Flags Entertainment Corp (Form: 8-K, Received: 12/03/2021 06:58:23)

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) December 1, 2021

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.)


1000 Ballpark Way Suite 400
Arlington, Texas		76011
(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.025 par value per share	SIX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As part of a strategic reorganization, on December 3, 2021, Six Flags Entertainment Corporation (the “Company”) announced that it eliminated the role of Executive Vice President, General Counsel & Chief Administrative Officer. In connection with the elimination, Laura W. Doerre will depart her role as Executive Vice President, General Counsel & Chief Administrative Officer of the Company, effective December 12, 2021 (the “Separation Date”), following a transition of her duties. On December 3, 2021, Ms. Doerre and the Company entered into an Agreement and General Release (the “Doerre Agreement”). Subject to Ms. Doerre’s compliance with certain obligations under the Doerre Agreement, including certain re-execution and non-revocation requirements, the Doerre Agreement provides that Ms. Doerre will be entitled to receive, among other things, (1) payment of her full 2021 annual bonus in accordance with the Company’s procedures for the payment of executive bonuses and payable at such time as bonuses are ordinarily paid; (2) payment of a cash amount equal to the sum of one year’s base salary and target bonus within 60 days of the Separation Date; and (3) accelerated vesting of certain outstanding unvested equity awards held by Ms. Doerre pursuant to the terms of her employment agreement with the Company. The Doerre Agreement also contains a release of claims against the Company and its affiliates.

The foregoing description of the Doerre Agreement does not purport to be complete and is qualified in its entirety by the text of the Doerre Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Agreement and General Release, dated December 3, 2021, by and between Laura W. Doerre and Six Flags Entertainment Corporation

104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

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/ Sandeep Reddy
		Name:	Sandeep Reddy
		Title:	EVP & Chief Financial Officer
Da

Date: December 3, 2021

Exhibit 10.1

Agreement and General Release

Agreement and General Release (“Agreement”), by and between Laura W. Doerre (“Executive” and referred to herein as “you”) and Six Flags Entertainment Corporation, a Delaware corporation (the “Company”).

1.(a)Your employment with the Company as Executive Vice President, General Counsel and Chief Administrative Officer will terminate effective as of December 12, 2021 (the “Separation Date”), and as of the Separation Date, you will be deemed to have immediately resigned without the requirement of any additional action, from all other positions you held with the Company and its affiliates.

(b)In exchange for your waiver of claims against the Released Persons (as defined below) and compliance with the other terms and conditions of this Agreement, upon the Second Release Effective Date (as defined below), the Company agrees to provide you with the payments and benefits provided in Section 4(b) of your employment agreement with the Company, dated July 23, 2020 and effective October 1, 2020 (the “Employment Agreement”) in accordance with the terms and conditions of the Employment Agreement, which shall consist of, for the avoidance of doubt, the payments and benefits set forth on Exhibit A attached hereto.

2.(a)In consideration for the payments and benefits to be provided to you pursuant to Section 1(b) above, you, for yourself and for your heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to collectively as “Releasors”), forever release and discharge the Company and its subsidiaries, divisions, affiliates and related business entities, successors and assigns, and any of its or their respective directors, officers, fiduciaries, agents, trustees, administrators, employees and assigns (in each case, in their capacity as such) (collectively the “Released Persons”) from any and all claims, suits, demands, causes of action, covenants, obligations, debts, costs, expenses, fees and liabilities of any kind whatsoever in law or equity, by statute or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected and whether or not concealed or hidden (collectively, the “Claims”), which you have had, now have, or may have against any of the Released Persons by reason of any act, omission, transaction, practice, plan, policy, procedure, conduct, occurrence, or other matter arising up to and including the Separation Date, except as provided in subsection (c) below.

(b)Without limiting the generality of the foregoing, this Agreement is intended to and shall release the Released Persons from any and all such claims, whether known or unknown, which you have had, now have, or may have against the Released Persons arising out of your employment or termination thereof, including, but not limited to: (i) any claim under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Released Persons subject to the terms and conditions of such plan and applicable law), the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act of 1988, the Fair Labor Standards Act of 1938, the Texas Labor Code, the Texas Payday Law, the Texas Anti-Retaliation Act, the Texas Commission on Human Rights Act and the Texas Whistleblower Act, in each case as amended; (ii) any other claim whether based on federal, state, or local law (statutory or decisional), rule, regulation or ordinance, including, but not limited to, breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iii) any claim for attorneys’ fees, costs, disbursements and/or the like.

(c)Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (i) that arise after the Separation Date, including, without limitation, such claims related to any equity award held by you; (ii) for the payments or benefits required to be provided under Section 4(b) of the Employment Agreement; (iii) regarding rights of indemnification and receipt of legal fees and expenses to which you are entitled under the Employment Agreement, the Company’s or a subsidiary of the Company’s Certificate of Incorporation or By-laws (or similar instrument), pursuant to any separate writing between you and the Company or any subsidiary of the Company or pursuant to applicable law; or (iv) relating to any claims for accrued, vested benefits under any employee benefit plan or retirement plan of the Released Persons subject to the terms and conditions of such plan and applicable law (excluding any severance or termination pay plan, program or arrangement, claims to which are specifically waived hereunder.

(d)In signing this Agreement, you acknowledge that you intend that this Agreement shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. You expressly consent that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected or unanticipated Claims, if any, as well as those relating to any other Claims hereinabove mentioned or implied.

3.(a)This Agreement is not intended, and shall not be construed, as an admission that any of the Released Persons has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against you.

(b)Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or constructing this Agreement shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document.

(c)You represent and warrant that you have not assigned or transferred to any person or entity any of my rights which are or could be covered by this Agreement, including but not limited to the waivers and releases contained in this Agreement.

(d)You understand that nothing in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). You further understand this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement.

4.This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.

5.This Agreement shall be construed and enforced in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely within such State.

6.You acknowledge that you: (a) have carefully read this Agreement in its entirety; (b) have had an opportunity to consider for at least twenty-one (21) days the terms of this Agreement; (c) are hereby advised by the Company in writing to consult with an attorney of your choice in connection with this Agreement; (d) fully understand the significance of all of the terms and conditions of this Agreement and have discussed them with your independent legal counsel, or have had a reasonable opportunity to do so; (e) have had answered to your satisfaction by your independent legal counsel any questions you have asked with regard to the meaning and significance of any of the provisions of this Agreement; and (f) are signing this Agreement voluntarily and of your own free will and agree to abide by all the terms and conditions contained herein.

7.You understand that you will have at least twenty-one (21) days from the date of receipt of this Agreement to consider the terms and conditions of this Agreement. You may accept this Agreement by signing it and returning it to the Company’s Corporate Secretary at the address specified pursuant to Section 12 of the Employment Agreement. After executing this Agreement, you shall have seven (7) days (the “Revocation Period”) to revoke this Agreement (other than Section 1(a) above) by indicating your desire to do so in writing delivered to the Corporate Secretary at the address above by no later than 5:00 p.m. Central Standard Time on the seventh (7th) day after the date you sign this Agreement. If the last day of the Revocation Period falls on a Saturday, Sunday or holiday, the last day of the Revocation Period will be deemed to be the next business day. In the event you do not accept this Agreement as set forth above, or in the event you revoke this Agreement during the Revocation Period, this Agreement (other than Section 1(a) above), including but not limited to the obligation of the Company to provide the payments and benefits provided in Section 1(b) above, shall be deemed automatically null and void. You hereby acknowledge and agree that Section 1(a) shall take immediate and irrevocable effect as of the Separation Date, regardless of whether you invoke your right to revoke this Agreement in accordance with this Section 7.

8.The Company’s obligations under Section 1(b) of this Agreement are strictly contingent upon your re-execution and non-revocation of this Agreement within twenty-one (21) days following the Separation Date. The date of your re-execution of this Agreement is referred to herein as the “Re-Execution Date”. By re-executing this Agreement, you advance to the Re-Execution Date your general waiver and release of all Claims against the Released Persons and the other covenants set forth in Section 2 of this Agreement. After re-executing this Agreement on the Re-Execution Date, you shall have seven (7) days (the “Subsequent Revocation Period”) to revoke this Agreement (other than Section 1(a) above) by indicating your desire to do so in writing delivered to the General Counsel at the address above by no later than 5:00 p.m. Central Standard Time on the seventh (7th) day after the Re-Execution Date. Provided that you do not revoke your re-execution of this Agreement within such seven (7)-day period, the “Second Release Effective Date” shall occur on the eighth calendar day following the Re-Execution Date.

9.Any dispute regarding this Agreement shall be subject to Texas law without reference to its choice of law provisions. You agree to reimburse the Company for out-of-pocket costs and expense reasonably incurred by in connection with enforcing this Agreement (including attorney’s fees) with respect to each claim on which the Company substantially prevails.

10.Capitalized terms in this Agreement (including Exhibit A attached hereto) that are not defined in this Agreement shall have the meaning ascribed to such terms in the Employment Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, Executive and the Company have caused this Agreement to be executed as of the date set forth below.





	EXECUTIVE

	/s/ Laura W. Doerre
	Laura W. Doerre

	Date:	December 3, 2021

	RE-EXECUTION SIGNATURE
	(Not to be signed by Executive prior to Separation Date)


	Laura W. Doerre

	Date:

	SIX FLAGS ENTERTAINMENT CORPORATION


	/s/ Selim A. Bassoul
	By:	Selim A. Bassoul
	Its:	President and Chief Executive Officer

	Date:	December 3, 2021

[Signature Page to Agreement and General Release]

Exhibit A

Entitlements under Section 1(b) of the Agreement and General Release

Subject to (a) your continued compliance with Sections 5, 6, and 7 of the Employment Agreement, (b) your execution (and re-execution in accordance with Section 8 of this Agreement) and delivery of this Agreement, and (c) your nonrevocation of this Agreement prior to the expiration of the Subsequent Revocation Period, you will be entitled to the following payments and benefits, in accordance with the terms set forth in the Employment Agreement:

Payment of the full amount of the annual bonus that would otherwise have been paid to you if you had remained employed by the Company through December 31, 2021 (the “Annual Bonus”), which Annual Bonus, for the avoidance of doubt, (w) shall be calculated based on the Company’s performance for the full 2021 calendar year, (x) shall be calculated in the same manner that annual bonuses are calculated for other executives of the Company by the Compensation Committee of the Company’s board of directors (the “Committee”), (y) after giving effect to foregoing provisions set forth in (w) and (x) above, shall not be subject to negative adjustment by the Committee and (z) paid at the time annual bonuses are normally paid to the Company’s executives but in no event later than March 15, 2022, it being understood that the Annual Bonus shall be paid to you at such time set forth in clause (z) (subject to your compliance with this Agreement) notwithstanding the earlier termination of your employment on the Separation Date;

Payment of an amount equal to the product of one (1) times Base Salary and Target Bonus within sixty (60) days following the Separation Date;

Subject to your making a timely election pursuant to COBRA, continued health care coverage for a period of three (3) months commencing on the Separation Date or until you receive comparable coverage from a subsequent employer for you (and your eligible dependents, if any) under the Company’s health plans on the same basis as such coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations) with the Company paying the applicable COBRA premium in excess of the amount paid by active employees for such coverage or otherwise providing such coverage to you for the amount paid by active employees for such coverage and your qualifying event for purposes of COBRA shall be treated as occurring at the Separation Date;

Immediate vesting of then-outstanding unvested equity awards that are scheduled to vest in the twelve (12) month period following your Separation Date (which, for the avoidance of doubt, shall not include any outstanding performance-vesting restricted stock units) as set forth in the table below;

A-1


Award Type	Grant Date	Total Number of Shares Subject to Award	Shares Underlying Portion of the Award Vested as of the Separation Date	Shares Underlying Accelerated Portion of Award	Shares Underlying Forfeited Portion of Award
RSU	3/8/2021	7,993	0	2,664	5,329
RSU	5/6/2020	42,083	14,027	14,028	14,028
RSU	3/9/2020	31,546	0	31,546	0

Reimbursement on or before March 15, 2022 for executive outplacement services provided by a firm of your choosing of up to $10,000, subject to your presentation of appropriate invoices or other reasonable documentation no later than March 1, 2022, with it being understood that such outplacement services shall provide all associated administrative support, including, without limitation, résumé editing support; and

You shall be entitled to retain your cellular telephone (including the associated telephone number) that has been issued to you by the Company; provided, however, that you agree to cooperate with the Company in order to facilitate the removal of materials relating to the Company or its affiliates from such device.

[Remainder of Page Intentionally Blank]

A-2