Six Flags Entertainment Corp (Form: 8-K, Received: 05/11/2012 09:17:28)

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 10, 2012

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

In August 2011, Six Flags Entertainment Corporation (the “Company”) established a program (the “Project 500 Program”) pursuant to which executive officers and other employees were granted awards (a “Project 500 Award”), under the Six Flags Entertainment Corporation Long-Term Incentive Plan (the “Equity Plan”). The Project 500 Program sets as a goal attaining $500 million of Modified EBITDA (as defined in the Company’s financial statements) by 2015 and the number and timing of any issuances of common stock under the Project 500 Program will depend on progress toward the $500 million target and the timing thereof. The aggregate share payout under the Project 500 Program if the $500 million target is achieved in 2015 would be 1,400,000 shares but could be more or less depending on achievement and the timing thereof. The issuance date of any shares pursuant to Project 500 Awards will be after the end of the year in which the performance is achieved.

The Project 500 Program as adopted in August 2011 provided for share distributions only with regard to financial achievement in calendar years 2013 through 2015. In May 2012, the Company amended and restated the Project 500 Awards to provide for early achievement in the scenario in which the Company achieves the Project 500 Program targets in calendar year 2012. The distribution of any shares under the Project 500 Program with regard to 2012 is highly unlikely, but the Company concluded that clarifying the operation of the Project 500 Program in advance of the bulk of 2012 performance was important. At such time as the issuance of shares under the Project 500 Program becomes probable, if ever, the Company will commence taking compensation charges for the Project 500 Program. The change to the Project 500 Program is to add 2012 and a share bonus/premium for achievement in that year. In the event the Company was to achieve this goal in 2012 there will be a 50% early achievement bonus or premium on shares awarded. The existing program includes a 15% early achievement bonus if the EBITDA Target is met in calendar year 2014 and a 35% early achievement bonus for 2013.

The above summary of the material terms of the Project 500 Program does not purport to be complete and is qualified in its entirety by reference to the amended and restated Overview and the form of award agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein as well as the Equity Plan which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 10, 2010 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Project 500 Program Amended and Restated Overview

10.2 Project 500 Program Amended and Restated Award Agreement

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 11, 2012

EXHIBIT INDEX

Exhibit No.		Description

10.1		Project 500 Program Amended and Restated Overview

10.2		Project 500 Program Amended and Restated Award Agreement

Exhibit 10.1

Amended and Restated

Project 500 Program

PROJECT 500 AWARDS UNDER

SIX FLAGS ENTERTAINMENT CORPORATION

LONG-TERM INCENTIVE PLAN

Overview

The objective of the Project 500 Awards under the Six Flags Entertainment Corporation Long-Term Incentive Plan (“Project 500 Awards”) is to provide management with an equity incentive to achieve $500 million of Modified EBITDA in a calendar year (the “EBITDA Target”) by December 31, 2015. An aggregate of 1,400,000 shares would be issued if the EBITDA Target is achieved in calendar 2015, to the extent provided in the applicable Project 500 Awards agreement.

The Project 500 Awards provide management with incentive to reach the EBITDA Target earlier by providing: (a) a 15% early achievement bonus (1,610,000 total shares) if the EBITDA Target is met for calendar year 2014, (b) a 35% early achievement bonus (1,890,000 total shares) if the EBITDA Target is met for calendar year 2013 and (c) a 50% early achievement bonus (2,100,000 total shares) if the target EBITDA is met for calendar year 2012, all to the extent provided in the applicable Project 500 Awards agreement.

A minimum achievement hurdle of 95% ($475 million) applies and any overperformance above $475 million would be credited to the immediately subsequent calendar year.

The terms and conditions of the Project 500 Awards are set forth in a separate Project 500 Awards agreement that shall apply in the event of any conflict with this Overview.

Exhibit 10.2

PROJECT 500

AMENDED AND RESTATED

PERFORMANCE AWARD UNDER

SIX FLAGS ENTERTAINMENT CORPORATION

LONG-TERM INCENTIVE PLAN

Award Amendment and Restatement	·	This amended and restated Project 500 Performance Award includes an Early Achievement Award and Partial Achievement Award for 2012 and otherwise continues the terms of the Project 500 Performance Award granted to Mr. / Ms. (“ Executive ”) on August 30, 2011. This amended and restated Project 500 Award does not provide additional benefits with respect to the achievement of Modified EBITDA for any year other than 2012.

Award	·	Eligibility : On the terms in the documents governing the Project 500 Award, Executive will be granted a Project 500 Award on the Grant Date after the Company achieves $500 million of Modified EBITDA in the 2012, 2013, 2014 or 2015 calendar year (“ Target EBITDA ”) provided such Executive is employed on the first day of the calendar year immediately following the calendar year during which such Target EBITDA is achieved.

	·	Target Award : The number of shares included in the Executive’s Project 500 Award if the Target EBITDA is achieved in calendar year 2015 and there has been no Early Achievement Award or Partial Achievement Award will be equal to shares (“ Target Award ”).

	·	Early Achievement Awards :

		·	2012: If Target EBITDA is achieved in calendar year 2012, the Target Award is increased by 50% and a grant of [150% x Target Award] shares will be made on the Grant Date. No additional grants of shares under this Performance Award would be made.

		·	2013: If Target EBITDA is achieved in calendar year 2013, the Target Award is increased by 35% and a grant of [135% x Target Award] shares will be made on the Grant Date. No additional grants of shares under this Performance Award would be made.

		·	2014: If the Target EBITDA is achieved in calendar year 2014 and there was no 2013 Partial Achievement Award, the Target Award is increased by 15% and a grant of [115% x Target Award] shares will be made on the Grant Date. No additional grants of shares under this Performance Award would be made.

Partial Achievement Awards :

2012: If $475 million of Modified EBITDA but not Target EBITDA is achieved in calendar year 2012, a grant of [75% x 150% x Target Award]

			shares (“ 2012 Partial Achievement Award ”) will be made on the Grant Date. The excess by which the Modified EBITDA for calendar year 2012 exceeds $475 million is referred to as “ Excess 2012 Modified EBITDA ”.

		·	2013: A “ 2013 Partial Achievement Award ” is: If no 2012 Partial Achievement Award was earned, then if $475 million of Modified EBITDA but not Target EBITDA is achieved in calendar year 2013, a grant of [75% x 135% x Target Award] shares (“ 2013 Partial Achievement Award ”) will be made on the Grant Date. If a 2012 Partial Achievement Award was earned, then if Modified EBITDA in calendar year 2013 equals or exceeds (i) $475 million less (ii) the Excess 2012 Modified EBITDA, a grant of [25% x 135% x Target Award] shares will be made on the Grate Date. No additional grants of shares under this Performance Award would be made. The excess by which the Modified EBITDA for calendar year 2013 exceeds $475 million is referred to as “ Excess 2013 Modified EBITDA ”.

		·	2014: A “ 2014 Partial Achievement Award ” is: If neither a 2012 Partial Achievement Award nor a 2013 Partial Achievement Award was earned, then if the Modified EBITDA in calendar year 2014 equals or exceeds $475 million of Modified EBITDA but Target EBITDA is not achieved in calendar year 2014, a grant of [50% x 115% x Target Award] shares will be made on the Grant Date. If a 2013 Partial Achievement Award was earned but no 2012 Partial Achievement Award was earned, then if Modified EBITDA in calendar year 2014 equals or exceeds (i) $475 million less (ii) the Excess 2013 Modified EBITDA, a grant of [25% x 115% x Target Award] shares will be made on the Grate Date. No additional grants of shares under this Performance Award would be made. The excess by which the Modified EBITDA for calendar year 2014 exceeds $475 million is referred to as “ Excess 2014 Modified EBITDA ”.

		·	2015 : A “ 2015 Partial Achievement Award ” is: If none of a 2014 Partial Achievement Award, a 2013 Partial Achievement Award or a 2012 Partial Achievement Award was earned, then if Modified EBITDA in calendar year 2015 equals or exceeds $475 million but Target EBITDA is not achieved in calendar year 2015, a grant of [50% x Target Award] shares will be made on the Grant Date. No additional grants of shares under this Performance Award would be made. If a 2014 Partial Achievement Award was earned but no 2012 Partial Achievement Award or 2013 Partial Achievement Award was earned, then if Modified EBITDA in calendar year 2015 equals or exceeds (i) $475 million less (ii) the Excess 2014 Modified EBITDA, a grant of [50% x Target

Award] shares will be made on the Grant Date. No additional grants of shares under this Performance Award would be made.

Grant Date	·	The grant date of any Project 500 Award will be the date of the Compensation Committee’s certification of the achievement of the Modified EBITDA required for the applicable Target Award, Early Achievement Award or Partial Achievement Award after completion of the Audit Committee’s review of the Company’s audited financial statements for the applicable calendar year. Such certification and grant shall occur during the calendar year following the calendar year during which the requisite Modified EBITDA was achieved. To receive a grant of shares under the Project 500 Award based on Modified EBITDA for 2013, 2014 or 2015, the Company must have a profit for at least one of the 2013, 2014 or 2015 calendar years. To receive any grant of shares under the Project 500 Award, unless otherwise determined by the Compensation Committee, the Executive must be employed by the Company or its affiliates on the first day of the calendar year immediately following the calendar year during which the requisite Modified EBITDA was achieved.

Modified EBITDA	·	Modified EBITDA has the meaning contained in the notes to the financial statements filed with the Company’s quarterly earnings releases, subject to potential adjustments by the Compensation Committee as set forth in the following sentence. In the event of acquisitions, dispositions, extraordinary or other unusual or one-time transactions and other events set forth in Section 9(d)(ii) of the Long-Term Incentive Plan, the Compensation Committee, in consultation with the Audit Committee, shall equitably adjust the applicable Modified EBITDA level(s) necessary to earn an Early Achievement Award, Partial Achievement Award and Target Award.

Other	·	Whether a Partial Achievement Award is earned for any calendar year shall be determined prior to whether a Target Award or Early Achievement Award is earned for such calendar year. The Target Award may be earned only if no Partial Achievement Award or Early Achievement Award was earned in any calendar year. For the sake of clarity, if (i) the Target EBITDA has been achieved in any of 2012, 2013 or 2014, no additional grants of shares under this Performance Award would be made after such Early Achievement Award, (ii) there has been a 2014 Partial Achievement Award, the number of shares that will be issued upon achievement of the Target EBITDA in 2015 shall be determined pursuant to the rules applicable to 2015 Partial Achievement Awards, (iii) a 2012 Partial Achievement Award is earned but no 2013 Partial Achievement Award is earned, no additional grants of shares under this Performance Award would be made after such 2012 Partial Achievement Award, or (iv) a 2013 Partial Achievement Award is earned but no 2014 Partial Achievement Award is earned, no additional grants of shares under this Performance Award would be made after such 2013 Partial Achievement Award.

		·	In the event of any significant merger or acquisition or other extraordinary transaction following the date of this Performance Award and prior to the last possible issuance of any shares, the Compensation Committee shall equitably adjust the Performance Award as it deems appropriate to preserve the value of the Performance Award to the Executive and the intended purpose of the Performance Award; provided that, notwithstanding anything to the contrary contained herein, in the event of a Change in Control, the Compensation Committee may terminate and cancel this Performance Award on such terms and conditions as it determines in its discretion, including without delivery of any shares hereunder or payment of any other consideration.

		·	The terms of this Performance Award supersede any applicable employment or other agreement provision which might be construed to vary the terms set forth in this Performance Award or otherwise entitle the Executive to a Target Award, Early Achievement Award or Partial Achievement Award other than on the terms set forth in this Performance Award and the Executive waives any such provision as a condition to receiving this Performance Award.

		·	The Project 500 Award may contain other customary terms and conditions determined by the Compensation Committee and is subject to the terms and conditions of the Long-Term Incentive Plan (except as modified herein).