Six Flags Entertainment Corp (Form: 8-K, Received: 05/05/2011 16:42:40)

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) May 5, 2011

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.)

924 Avenue J East
Grand Prairie, Texas		75050
(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):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

One May 4, 2011, Six Flags Entertainment Corporation (the “Company”) entered into an amendment to the Six Flags Entertainment Corporation Long-Term Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On May 5, 2011, the Company announced that its Board of Directors has approved a two-for-one stock split of the Company’s common stock in the form of a stock dividend of one share for each outstanding share. On June 27, 2011, each shareholder of record at the close of business on June 15, 2011 will receive an additional share of stock for each outstanding share.

Also on May 5, 2011, the Company announced that its Board of Directors has declared a cash dividend for the second quarter. Shareholders of record as of May 31, 2011 will receive six cents per share of common stock, payable on June 13, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment No. 1 to the Six Flags Entertainment Corporation Long-Term Incentive Plan

99.1 Press Release of Six Flags Entertainment Corporation, dated May 5, 2011

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/ Lance C. Balk
		Name: Lance C. Balk
		Title: Executive Vice President and General Counsel

Date: May 5, 2011

EXHIBIT INDEX

Exhibit No.		Description

10.1		Amendment No. 1 to the Six Flags Entertainment Corporation Long-Term Incentive Plan

99.1		Press Release of Six Flags Entertainment Corporation, dated May 5, 2011

Exhibit 10.1

AMENDMENT NO. 1

TO THE

SIX FLAGS ENTERTAINMENT CORPORATION

LONG-TERM INCENTIVE PLAN

Pursuant to the power reserved to it in Section 19 of the Six Flags Entertainment Corporation Long-Term Incentive Plan (the “ Plan ”), the Board of Directors of Six Flags Entertainment Corporation (the “ Company ”) hereby amends the Plan as follows:

1. A new Section 13(d) is hereby added as follows:

(d) Extraordinary Cash Dividends . In the event of an extraordinary cash dividend or distribution by the Company, the Committee shall, in such manner as it in good faith deems equitable on such terms and conditions determined by the Committee in order, in each case, to substantially preserve the value, rights and benefits of such outstanding Options and SARs (provided, however, without limiting the foregoing, the Committee may in its sole discretion determine to apply this Section 13(d) only to those Options and SARs which are not exercisable at the time of such extraordinary cash dividend or distribution) (i) adjust the number of Shares subject to any outstanding Option or SAR, (ii) adjust the exercise price with respect to any outstanding Option or SAR, and/or (iii) make a cash payment to the holder of the Option or SAR. For purposes of the foregoing, an “extraordinary cash dividend or distribution” shall include any special cash dividend or any substantial increase in the quarterly dividend rate payable on the Shares.

IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be executed this 4 th day of May 2011.

	SIX FLAGS ENTERTAINMENT CORPORATION


	/s/ Walter S. Hawrylak
	By: Walter S. Hawrylak
	Its: Senior Vice President, Administration

Exhibit 99.1

Six Flags Announces Two-for-One Stock Split and Quarterly Cash Dividend

Grand Prairie, TX—May 5, 2011—Six Flags Entertainment Corporation (NYSE: SIX) announced today that its board of directors has approved a two-for-one split of the company’s common stock in the form of a stock dividend of one share for each outstanding share. The number of Six Flags Entertainment Corporation’s outstanding common shares will double to approximately 54 million. On June 27, 2011, each shareholder of record at the close of business on June 15, 2011 will receive an additional share of stock for each outstanding share.

The company’s board of directors also declared a quarterly cash dividend of six cents per share of common stock to shareholders of record as of May 31, 2011. The dividend will be payable June 13, 2011.

About Six Flags Entertainment Corporation
Six Flags Entertainment Corporation is the world’s largest regional theme park company with 19 parks across the United States, Mexico and Canada. Six Flags Over Texas, the company’s flagship location, is celebrating its 50th anniversary season in 2011.

Contact:

Nancy Krejsa

Senior Vice President

Investor Relations and Corporate Communications

+1-972-595-5083

nkrejsa@sftp.com