UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 13, 2016
SeaWorld Entertainment, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-35883 |
27-1220297 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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9205 South Park Center Loop, Suite 400, Orlando, Florida |
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32819 |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (407) 226-5011
Not Applicable
(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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
On April 15, 2016, SeaWorld Entertainment, Inc. (the “ Company ”) announced several corporate governance initiatives, including adding two new independent directors with significant experience related to the Company’s theme park business.
Donald C. Robinson, 62, formerly the Executive Vice President of Hong Kong Disneyland, has been nominated for election at the 2016 Annual Meeting of Stockholders as a Class III independent director to fill the vacancy that will result from Joseph P. Baratta not standing for reelection. As previously announced, Mr. Baratta will retire from the Company’s Board of Directors (the “ Board ”) upon the expiration of his current three-year term, which will end effective upon the election of directors at the Company’s 2016 Annual Meeting of Stockholders.
Mr. Robinson currently owns a hospitality consulting firm, Potcake Holdings, LLC, which is involved in a variety of consulting roles. Prior to that, Mr. Robinson served as the President and Chief Operating Officer of All Aboard Florida, the country’s first privately owned intercity passenger rail system that will connect South Florida to Orlando, where he served from March 2012 until December 2014. From February 2006 to September 2012, he served as President of Baha Mar Ltd., a luxury resort company. Previously, Mr. Robinson served in various capacities for The Walt Disney Company from June 1972 to January 2006, including as Group Managing Director and Executive Vice President of Hong Kong Disneyland from 2001 to 2006, as Senior Vice President of Operations at Walt Disney World Operations from 1998 to 2001, as Senior Vice President/Vice President of Walt Disney World Resorts from 1995 to 1998, and as Opening General Manager of Disney’s All-Star Resorts, Walt Disney World, from 1993 to 1995. Mr. Robinson currently serves as a director of Denny's Corporation. Mr. Robinson holds a Bachelor of Science degree in microbiology from the University of Central Florida, and completed coursework through the Master’s in Business Administration program at Rollins College.
In addition, Ronald Bension, 61, the President of House of Blues Entertainment, LLC at Live Nation Entertainment, Inc., has joined the Board as a Class II independent director, succeeding Jim Atchison, who resigned from the Board effective April 15, 2016. Mr. Atchison’s resignation is not in connection with any known disagreement with the Company. The Board has not yet determined whether to designate Mr. Bension to any of its committees.
Mr. Bension has been the President of House of Blues Entertainment, LLC at Live Nation Entertainment, Inc. since November 2010. Prior to that, he served as Chief Executive Officer of TicketsNow.com, Inc. from January 2010 to November 2010. During his more than 30-year career, he has led several major e-commerce, recreation and entertainment companies to financial and strategic success. Mr. Bension also served as the Chief Executive Officer of Sportnet at Wasserman Media Group, LLC from February 2008 to June 2009, Chief Executive Officer of Tickets.com, Inc. from December 2001 to May 2006 and Chief Executive Officer of GameWorks, LLC from 1999 to 2001. Previously, he also served as Chairman and Chief Executive Officer of Universal Studios Recreation Group, a unit of Universal Studios. Mr. Bension received a Bachelor of Science in Criminal Justice from California State University, Los Angeles.
In accordance with the Company’s Outside Director Compensation Policy applicable to all non-employee directors, Mr. Bension’s compensation for his services as a non-employee director will be consistent with that of the Company’s other non-employee directors, subject to pro-ration to reflect the commencement date of his service on the Board. Other than the standard compensation arrangement described above, there are no arrangements or understandings between Mr. Bension and any other person pursuant to which he was elected as a director. Mr. Bension is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K..
In connection with Mr. Atchison’s resignation from the Board, on April 13, 2016, the Company entered into an amendment to Mr. Atchison’s Separation and Consulting Agreement, dated as of December 10, 2014 (the “ Amendment ”). Pursuant to the Amendment, Mr. Atchison will continue to be engaged as a consultant to the Company until December 10, 2017. Either the Company or Mr. Atchison may terminate the consulting period at any earlier time upon 30 days advance written notice. In consideration for Mr. Atchison agreeing to provide consulting services to the Company, commencing January 1, 2016, Mr. Atchison’s annual consulting fee will be increased to $620,000. In the event the consulting period is terminated for any reason, Mr. Atchison shall be entitled to a lump sum payment equal to the remainder of his consulting fee through the end of December 10, 2017 and all unvested restricted stock awards previously granted to Atchison as a member of the Board during the consulting period will become 100% vested and unrestricted. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 15, 2016, the Company issued a press release announcing the events described in Item 5.02 above. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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Amendment No.1 to the Separation and Consulting Agreement, dated as of April 13, 2016, by and between SeaWorld Entertainment, Inc. and James Atchison. |
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99.1 |
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Press release of SeaWorld Entertainment, Inc., dated April 15, 2016. |
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.
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SEAWORLD ENTERTAINMENT, INC. |
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Date: April 15, 2016 |
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By: |
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/s/ G. Anthony (Tony) Taylor |
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Name: |
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G. Anthony (Tony) Taylor |
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Title: |
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Chief Legal Officer, General Counsel and Corporate Secretary |
Exhibit 10.1
Execution Copy
AMENDMENT NO. 1
to the
SEPARATION AND
CONSULTING AGREEMENT
(James Atchison)
AMENDMENT (“ Amendment No. 1 ”) dated and effective April 13, 2016 (the “ Effective Date ”), by and between SeaWorld Entertainment, Inc. (together with its subsidiaries and affiliates, “ SeaWorld ”), and James Atchison (“ Atchison ”).
WHEREAS, Atchison and SeaWorld previously entered into that Separation and Consulting Agreement, dated as of Decembe r 10, 2014 (the “ Consulting Agreement ”); and
WHEREAS, SeaWorld and Atchison wish to amend the Consulting Agreement in certain respects, effective as of the Effective Date;
NOW, THEREFORE, in consideration of the recitals, promises and oth er good and valuable consideration specified herein, the receipt and sufficiency of which are hereby acknowledged, Atchison and SeaWorld, intending to be bound, hereby agree as follows:
1. The second whereas clause of the Consulting Agreement is deleted in its entirety.
2. The last two sentences of Section 2.1(b) are deleted and replaced as follows:
Atchison will be entitled to further amendment of his Restricted Stock Agreements (or exchange of such agreements or to issuance of new agreements) consistent with any favorable amendments (or exchanges or issuances having a similar effect) hereafter made to restricted stock agreements of other then-employed participants (as a group). For the avoidance of doubt, all other provisions of the Restricted Stock Agreements will remain in full force and effect (except as modified by this Agreement);
3. Section 2.3 of the Consulting Agreement is deleted in its entirety and reserved.
4. Section 2.4 of the Consulting Agreement is amended to read in its entirety as follows:
2.4 Consulting Arrangement .
(a) SeaWorld and Atchison agree that Atchison will provide services to SeaWorld as a consultant (the “ Consulting Services ”) during the period beginning on the Date of Termination and ending on December 10, 2017 provided that either SeaWorld or Atchison may terminate such consulting period at any earlier time upon 30 days advance written notice to the other party (the “ Consulting Period ”). During the Consulting Period, Atchison will (i) be available for consultation to SeaWorld, in such manner as mutually agreed between Atchison and SeaWorld,
and (ii) provide such other services as mutually agreed between SeaWorld and Atchison. As a consultant to SeaWorld, Atchison will not be an employee of SeaWorld, will have no authority to act on behalf of SeaWorld (except as expressly provided in this Agreement or authorized in writing by SeaWorld), and will not participate in the Company’s incentive and employee benefit plans (except with respect to the Restricted Stock Agreements as provided in Section 2.1(b)).
(b) During the Consulting Period, commencing on January 1, 2016, SeaWorld will (i) pay Atchison a consulting fee of $620,000 per annum, payable in monthly installments in arrears for Atchison’s Consulting Services (the “ Consulting Fee ”) and (ii) provide an office and secretarial assistance commensurate with the level of Atchison’s Consulting Services from time to time. In addition, during the Consulting Period, Atchison will be entitled to reimbursement for reasonable travel and other expenses (to the extent reasonably necessary for the performance of the Consulting Services) in accordance with SeaWorld’s policies, in effect from time to time, applicable to consultants of SeaWorld (and absent such policies, then as applicable to senior officers of Sea World).
(c) As soon as practicable (but not later than 15 days) following termination of the Consulting Period, Atchison shall receive a lump sum cash payment in the amount equal to the Consulting Fee that would have been payable through December 10, 2017 but for the termination of the Consulting Period and all unvested restricted stock awards previously granted to Atchison as a member of the Board during the Consulting Period will become 100% vested and unrestricted.
(d) Sea World will indemnify and hold Atchison harmless, and cover him under any contract of directors and officers liability insurance that covers members of the board of directors of SeaWorld (the “ Board ”), for all acts and omissions to act pursuant to this Agreement during the Consulting Period on the same basis and to the same extent as is provided to officers of SeaWorld, to the extent he is not otherwise indemnified and covered as an insured as a member of the Board. Such indemnification and insurance coverage will continue following termination of the Consulting Period for all time thereafter for which Atchison may be subject to liability for such acts and omissions occurring during the Consulting Period.
5. The last full sentence of Section 3.2 of the Consulting Agreement is deleted in its entirety.
6. SeaWorld will consult with Atchison with respect to all public and internal communications respecting the actions contemplated in connection with this Amendment No. 1.
7. Except as amended and/or modified by this Amendment No. 1, the Consulting Agreement is hereby ratified and confirmed and all other terms of the Consulting Agreement shall remain in full force and effect, unaltered and unchanged by this Amendment No. 1.
8. Subject to receipt of appropriate documentation, SeaWorld agrees to pay Atchison’s reasonable attorney’s fees incurred in the course of the negotiation of this Amendment No. 1 up to $7,500.00.
9. Any portion of the Consulting Fee (as defined in the Consulting Agreement), that would have been payable prior to the Effective Date as a result of this Amendment No. 1, shall be payable with the first monthly installment payable following the Effective Date.
10. This Amendment No. 1 shall be governed and interpreted in accordance with and enforced in all respects pursuant to the laws of the State of Florida, irrespective of the choice of law rules of that or any other jurisdiction that direct the application of the laws of any jurisdiction other than the State of Florida.
11. This Amendment No. 1, the Consulting Agreement and the General Release (as defined in the Consulting Agreement) together set forth the entire agreement between the parties hereto and fully supersede any and all prior agreements or understandings.
IN WITNESS WHEREOF, SeaWorld has caused this Amendment No. 1 to be duly executed and Atchison has hereunto set his hand on the date first set forth above, as of the Effective Date.
SEAWORLD ENTERTAINMENT, INC.
By: /s/ G. Anthony (Tony) Taylor ________________
Name: G. Anthony (Tony) Taylor
Title: Chief Legal and Corporate Affairs Officer, General Counsel and Corporate Secretary
JAMES ATCHISON
/s/ James Atchison _____________________________
Exhibit 99.1
SEAWORLD ANNOUNCES TWO INDEPENDENT, VETERAN THEME PARK INDUSTRY EXECUTIVES TO JOIN ITS BOARD OF DIRECTORS
Board Also Recommends Enhanced Corporate Governance Practices Including Phased Elimination of Classified Board and Adoption of Majority Voting
ORLANDO, Fla., April 15, 2016 -- SeaWorld Entertainment, Inc. (NYSE: SEAS), a leading theme park and entertainment company, today announced that its Board of Directors has added one new independent director and nominated another, both with significant experience directly related to the company’s theme park business.
The company also announced that its Board is recommending the adoption of enhancements to its corporate governance practices, including the phased elimination of its classified board structure and the adoption of a majority voting standard in uncontested director elections.
Ron Bension, 61, the President of House of Blues Entertainment at Live Nation, and former Chairman and CEO of MCA/Universal Studios Recreation Group, has joined the Board, succeeding Jim Atchison, who has decided to step down as a director but will remain a consultant to the company. Previously, Mr. Bension was responsible for all aspects of Universal Studios Hollywood and Universal Studios Florida in addition to developing international theme park joint ventures, and he has extensive e-commerce and entertainment company expertise from his experience leading several companies to financial and strategic success.
Donald C. Robinson, 62, formerly the Executive Vice President of Hong Kong Disneyland, has been nominated for election at the 2016 Annual Meeting to fill the seat left vacant by Joe Baratta, Global Head of Private Equity at Blackstone, who, as previously announced, will retire from the Board upon the election of his successor. Mr. Robinson has extensive operations expertise, as well as over thirty years of executive and management positions in global theme park, retail, restaurant, resort and entertainment businesses.
“As we have transformed SeaWorld over the past year, the Board has taken decisive action on several fronts to best serve the interests of all our shareholders and other stakeholders. Adding these two independent theme park industry veterans to our already broadly experienced Board, together with enhancements to our governance practices, is consistent with our priorities and reflects constructive input from our shareholders,” said SeaWorld Chairman David F. D’Alessandro.
"On behalf of the entire Board, I'd like to thank Jim for his significant contributions and achievements during his three decades at the company,” said D’Alessandro. “Jim helped assure a smooth transition to our new CEO and his perspective has been extremely valuable.”
The company also announced the Board is recommending the adoption of two enhancements to its corporate governance practices at the company’s 2016 annual meeting:
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the elimination of the company’s classified board structure through a declassification process to be implemented on a three year phase-out basis , so that directors would start to be elected to a one-year term beginning with the directors elected at the company’s 2017 annual meeting of stockholders. When completed, this initiative will enable SeaWorld shareholders to elect the entire board annually for a one year term. |
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implementation of a majority voting standard for uncontested director elections. Under this standard, each nominated director must receive more votes cast for his or her election than against to be elected. An incumbent director will be required to offer to tender his or her resignation if the director fails to receive a majority of "for" votes, and the board will determine the appropriate course of action after considering the recommendation of the nominating and corporate governance committee. If the company’s stockholders approve this proposal, the Board will take the necessary actions to amend the company’s bylaws to implement a majority voting standard in uncontested director elections. In the case of contested elections, directors will continue to be elected by a plurality vote. |
The 2016 annual meeting is scheduled to be held on June 15, 2016.
Ron Bension serves as President of House of Blues Entertainment for Live Nation. Mr. Bension is focused on consolidating the 50 venues that he directly manages into a national platform, creating new touring products and improved consumer experiences. Prior to his role as President of House of Blues Entertainment, Mr. Bension was CEO of TicketsNow, working with the team at Ticketmaster to restructure the resale site's operations and business initiatives. During his more than 30-year career, he has led several major e-commerce, recreation and entertainment companies to financial and strategic success.
Previously, Mr. Bension was CEO of WMG's Sportnet, the leading developer and operator of action sports websites in the country. He also held principal roles as CEO of Tickets.com, where he restructured the fledgling online ticketing technology and service provider. He helped raise more than $20 million in new capital, installed a marquee management team, integrated 11 acquired companies and implemented multiple leading-edge digital ticketing technologies, resulting in significant cost savings, exponential revenue growth and increased market share. Ron also managed the company's relationships with the 2002 Winter Olympics and the World Series. He then oversaw Tickets.com's 2005 sale to Major League Baseball.
Prior to Tickets.com, Mr. Bension was President and CEO of Sega GameWorks, a multi-unit, location-based entertainment company founded by Steven Spielberg. During his two and a half years at the company's helm, he engineered a dramatic increase in revenue and growth. He was honored for his achievements with the prestigious Ernst & Young Entrepreneur of the Year Award in 2001. Mr. Bension also served as Chairman and CEO of Universal Studios Recreation Group, a division of Universal Studios, where he oversaw the $1 billion global leisure recreation company and was responsible for running all aspects of Universal Studios Hollywood and Universal Studios Florida in addition to developing international theme park joint ventures. Bension also was heavily involved in the planning and development of Universal's expansion in Florida with the creation of the Islands of Adventure theme park, City Walk, and the Universal Resort Hotels.
Mr. Bension holds a Bachelor of Science in Criminal Justice from California State University, Los Angeles. He is the founder of Discover A Star Foundation, a non-profit organization that provides scholarships to financially challenged, high-achieving high school graduates.
Don Robinson Biography
Donald C. Robinson recently retired as the president and chief operating officer for All Aboard Florida, the country’s first privately owned intercity passenger rail system that will connect South Florida to Orlando, where he served from March 2012 until December 2014. Prior to this, from February 2006 to September 2012, he served as president of Baha Mar Ltd., a luxury resort company.
Previously, Mr. Robinson served in various capacities for The Walt Disney Company from June 1972 to January 2006, including as Group Managing Director and Executive Vice President of Hong Kong Disneyland from 2001 to 2006, as Senior Vice President of Operations at Walt Disney World Operations from 1998 to 2001, as Senior Vice President/Vice President of Walt Disney World Resorts from 1995 to 1998, and as Opening General Manager of Disney’s All-Star Resorts, Walt Disney World, from 1993 to 1995. Mr. Robinson also served as Opening General Manager of Newport Bay Club at Disneyland Paris from 1992 to 1993, Director of Corporate Rooms and Related Services at Disney Theme Parks & Resorts from 1988 to 1992, and General Manager of Disney’s Golf Resort, Walt Disney World from 1987 to 1988.
Overall, Mr. Robinson was responsible for the operation of four theme parks, three water parks, 30,000 hotel rooms, over 200 restaurants (including QSR, Table Service, Fine Dining, Bars, Lounges and Convention Catering), five golf courses, and Disney’s Wide World of Sports, with aggregate revenues of approximately $4.4 billion and food and beverage sales in excess of $800 million. During his 33-year career with Disney, he was involved with the opening phase of two theme parks, one water park, a retail/dining/entertainment venue, and 12 resort hotels on three continents. Mr. Robinson also assisted in the planning and development of two resort hotels in Tokyo, Japan, working with the Oriental Land Company owners.
Mr. Robinson has also served on the board of directors of Denny’s Corporation, a casual restaurant business, since March 2008, and is on a local advisory board of BB&T Corporation in Orlando, Florida.
Mr. Robinson holds a Bachelor of Science degree in microbiology from the University of Central Florida, and completed coursework through the Master’s in Business Administration program at Rollins College.
About SeaWorld Entertainment, Inc.
SeaWorld Entertainment, Inc. (NYSE: SEAS) is a leading theme park and entertainment company providing experiences that matter, and inspiring guests to protect animals and the wild wonders of our world. The company is one of the world's foremost zoological organizations and a global leader in animal welfare, training, husbandry and veterinary care. The company collectively cares for what it believes is one of the largest zoological collections in the world and has helped lead advances in the care of animals. The company also rescues and rehabilitates marine and terrestrial animals that are ill, injured, orphaned or abandoned, with the goal of returning them to the wild. The SeaWorld ® rescue team has helped more than 27,000 animals in need over the last 50 years.
SeaWorld Entertainment, Inc. owns or licenses a portfolio of recognized brands including SeaWorld, Busch Gardens ® and Sea Rescue ® . Over its more than 50-year history, the company has built a diversified portfolio of 11 destination and regional theme parks that are grouped in key markets across the United States, many of which showcase its one-of-a-kind zoological collection of over 800 species of animals. The company's theme parks feature a diverse array of rides, shows and other attractions with broad demographic appeal which deliver memorable experiences and a strong value proposition for its guests.
Copies of this and other news releases as well as additional information about SeaWorld Entertainment, Inc. can be obtained online at www.seaworldentertainment.com . Shareholders and prospective investors can also register to automatically receive the company's press releases, SEC filings and other notices by e-mail by registering at that website.
Contacts:
Media Inquiries:
Aimée Jeansonne Becka
407-226-5258
Aimee.Jeansonne-Becka@SeaWorld.com
Investor Relations:
Mark Trinske, Vice President of Investor Relations
855-797-8625
Investors@SeaWorld.com