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): June 16, 2022
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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6240 Sea Harbor Drive, Orlando, Florida |
32821 |
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(Address of Principal Executive Offices)
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(Zip Code) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
SEAS |
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 Securities 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.
Appointment of Chief Financial Officer and Treasurer
On June 17, 2022, SeaWorld Entertainment, Inc. (the “Company”) announced the appointment of Ms. Michelle (“Chelle”) Adams as Chief Financial Officer and Treasurer of the Company, effective as of June 17, 2022 (the “Effective Date”).
Prior to becoming the Company’s Chief Financial Officer and Treasurer, Ms. Adams, 49, served as the Chief Financial Officer of The Cosmopolitan of Las Vegas (the “Cosmopolitan”) from April 2015 until June 2022 where Ms. Adams was responsible for oversight of the Cosmopolitan’s day-to-day external and internal accounting and reporting functions, including planning, implementing, managing and controlling all financial-related activities of the Cosmopolitan. Prior to that, Ms. Adams served as the Cosmopolitan’s Corporate Controller from May 2014 until April 2015 and as the Chief Internal Auditor from August 2012 until April 2014. Prior to joining the Cosmopolitan, Ms. Adams was the partner in charge of the Hospitality and Gaming Group at RubinBrown LLP and before that was a Manager at Deloitte & Touche LLP. Ms. Adams holds a bachelor’s degree in accounting from Truman State University and is a Certified Public Accountant.
There are no arrangements or understandings between Ms. Adams and any other persons pursuant to which Ms. Adams was elected to serve as Chief Financial Officer and Treasurer. There are no family relationships between Ms. Adams and any director or executive officer of the Company, and there are no transactions between Ms. Adams and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Former Chief Financial Officer, Treasurer, and Interim Chief Accounting Officer
Ms. Elizabeth Castro Gulacsy previously announced her intention to retire from her current positions at the Company effective December 31, 2022 or upon appointment of her successor. As such, Ms. Gulacsy has stepped down from the position of Chief Financial Officer, Treasurer, and Interim Chief Accounting Officer of the Company, effective June 16, 2022 and will continue to remain with the Company for the next several months and then serve in a consulting capacity for an extended period to ensure a smooth transition.
Chief Financial Officer and Treasurer Offer Letter of Employment
Pursuant to Ms. Adam’s Offer Letter of Employment, Ms. Adams will receive: (i) an annual base salary of $400,000; (ii) an annual bonus opportunity with a target amount equal to 100% of Ms. Adams’ base salary, payable in cash and/or Company common stock consistent with the terms and conditions of the Company’s 2022 annual bonus plan; and (iii) a long-term incentive opportunity with a target amount equal to 200% of Ms. Adams’ base salary (which in 2022 will be a prorated long-term award based on her date of hire). In addition, Ms. Adams will receive: (i) a one-time grant of a number of Options determined by dividing $1,500,000 by the stock price of the Company’s common stock, at the close of trading on the day prior to the Effective Date (the “Start Date Price Per Share”) and with an exercise price equal to the Start Date Price Per Share, with such Options vesting in three equal annual installments over the first three anniversaries of the date of grant; (ii) a one-time grant of a number of Restricted Stock Units with a grant date fair value of $1,500,000 based on the stock price at the close of trading on the date of the Offer Letter, with such Restricted Stock Units vesting in three equal annual installments on the first three anniversaries of the date of grant; (iii) a one-time grant of a number of Performance Stock Units with a grant date fair value of $1,500,000 and determined in accordance with the Company’s 2022 performance-vesting long term equity incentive plan; and (iv) the number of Performance Stock Units for the 2022 long-term equity incentive plan award with a full-year grant date fair value of $800,000, except prorated based on the Effective Date, and determined in accordance with the Company’s 2022 performance-vesting long term equity incentive plan, each pursuant to the Company’s 2017 Omnibus Incentive Plan and the applicable award agreement.
Ms. Adams will also be eligible to receive a grant of non-qualified matching stock options on a 1-for-1 basis if she invests in the common stock of the Company during the first open trading window following June 15, 2022 (or, if she cannot then purchase shares during such period because of applicable securities laws, the first open trading window during which she can purchase such shares) up to a maximum of $2,000,000 of Company common stock purchased. The matching stock options will cliff vest on the third anniversary of the date of grant and are subject to accelerated vesting on the first anniversary of a change of control, subject to continued employment, or a termination without cause or resignation for good reason following a change of control. Ms. Adams will also participate in the Company’s Key Employee Severance Plan.
Item 7.01 Regulation FD Disclosure.
A press release announcing the appointment of Ms. Adams as Chief Financial Officer and Treasurer is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press release dated June 17, 2022 announcing the CFO appointment |
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104 |
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Cover page interactive data filed (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.
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SEAWORLD ENTERTAINMENT, INC. |
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Date: June 17, 2022 |
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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 99.1
SeaWorld Entertainment, Inc. Appoints Michelle F. Adams as Chief Financial Officer and Treasurer
ORLANDO, FL, June 17, 2022 - SeaWorld Entertainment, Inc. (NYSE: SEAS), a leading theme park and entertainment company, today announced that Michelle “Chelle” F. Adams will assume the role of Chief Financial Officer (CFO) and Treasurer effective today.
Ms. Adams served as the Chief Financial Officer of The Cosmopolitan of Las Vegas where she was responsible for oversight of the company’s day-to-day external and internal accounting and reporting functions, driving business transformation and process improvement across the organization, and playing a key role in the successful sale of The Cosmopolitan of Las Vegas last month. Prior to joining The Cosmopolitan of Las Vegas, Adams was the Partner-in-charge of the Hospitality and Gaming Industry Group at RubinBrown LLP and a Manager at Deloitte & Touche LLP.
“We are thrilled to have Chelle join our leadership team. Chelle brings strong finance experience and a long and successful track record as a leader in the leisure and hospitality industries,” said Marc Swanson, Chief Executive Officer of SeaWorld Entertainment, Inc.
“I am excited to join Marc, the senior leadership team, and the SeaWorld ambassadors in this executive role,” said Adams. “I’ve been a fan and guest of the SeaWorld family of parks, and an admirer of the business, for many years. SeaWorld is an incredible company with an irreplaceable set of assets, an exceptionally high quality and resilient business model, and an extremely talented group of ambassadors. Together, we will work to continue to improve on our execution of the strategic plan to realize the full potential of this amazing company and significantly increase value for all stakeholders.”
Adams continued, “I also want to express how proud I am to join an organization and team that is so committed to the highest standard of animal care and makes enormous and important contributions to conservation, animal rescue, research and education.”
Adams replaces Elizabeth Castro Gulacsy, who previously announced her intention to retire from SeaWorld as CFO effective December 31, 2022, or upon the appointment of her successor, if earlier. Elizabeth will continue to remain with the Company for the next several months and then serve in a consulting capacity with the Company for an extended period to ensure a smooth transition.
“On behalf of the Board and the whole company, I want to sincerely thank Elizabeth for her invaluable contributions over the past ten years at SeaWorld,” said Scott Ross, Chairman of the Board of SeaWorld Entertainment, Inc. “We are all grateful that the team will continue to benefit from Elizabeth’s experience and support over the next several months as she helps transition her responsibilities.”
About Chelle Adams
Adams served as the Chief Financial Officer of The Cosmopolitan of Las Vegas since 2015. Prior to this role, she served as the Vice President of Finance and Corporate Controller from May 2014 to May 2015 and the Chief Internal Auditor from August 2012 to April 2014.
Prior to her tenure at The Cosmopolitan of Las Vegas, Adams was with RubinBrown LLP from 2003 to 2012 serving as the Partner-in-charge of the Hospitality and Gaming Industry Group and the Partner-in-charge of Risk Services for the Business Advisory Services Group. She began her public accounting career at Deloitte & Touche in 1998, serving as a staff accountant for Assurance and Advisory Services and a Manager within the Enterprise Risk Services Group.
Adams is a Certified Public Accountant with a Bachelor of Science in Accounting degree from Truman State University.
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 40,000 animals in need over the Company’s history. SeaWorld Entertainment, Inc. owns or licenses a portfolio of recognized brands including SeaWorld®, Busch Gardens®, Aquatica®, Sesame Place® and Sea Rescue®. Over its more than 60-year history, the Company has built a diversified portfolio of 12 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. 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.
Forward-Looking Statements
In addition to historical information, this press release contains statements relating to future results (including certain projections and business trends) that are “forward-looking statements” within the meaning of the federal securities laws. The Company generally uses the words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “guidance,” “targeted,” “goal” and variations of such words or similar expressions in this press release and any attachment to identify forward-looking statements. All statements, other than statements of historical facts included in this press release, including statements concerning plans, objectives, goals, expectations, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, earnings guidance, business trends and other information are forward-looking statements. The forward-looking statements are not historical facts, and are based upon current expectations, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond management’s control. All expectations, beliefs, estimates and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and other important factors, many of which are beyond management’s control, that could cause actual results to differ materially from the forward-looking statements contained in this press release, including among others: COVID-19 or any related mutations and its impact on the Company’s business and the economy in general; failure to hire and/or retain employees; factors beyond the Company’s control adversely affecting attendance and guest spending at its theme parks, including, but not limited to, weather, natural disasters, foreign exchange rates, consumer confidence, the potential spread of travel-related health concerns including pandemics and epidemics, travel related concerns, and governmental actions; complex federal and state regulations governing the treatment of animals, which can change, and claims and lawsuits by activist groups before government regulators and in the courts; activist and other third-party groups and/or media can pressure governmental agencies, vendors, partners, and/or regulators, bring action in the courts or create negative publicity about us; incidents or adverse publicity concerning the Company’s theme parks, the theme park industry and/or zoological facilities; a decline in discretionary consumer spending or consumer confidence; risks affecting the States of Florida, California and Virginia which generate a significant portion of the Company’s revenues such as natural disasters, closures due to pandemics, severe weather and travel-related disruptions or incidents; seasonal fluctuations in operating results, inability to compete effectively in the highly competitive theme park industry; interactions between animals and the Company’s employees and its guests at attractions at its theme parks, animal exposure to infectious disease; high fixed cost structure of theme park operations; changing consumer tastes and preferences; cyber security risks and failure to maintain the integrity of internal or guest data; technology interruptions or failures that impair access to the Company’s websites and/or information technology systems; increased labor costs, including wage increases, and employee health and welfare benefits; inability to grow the business or fund theme park capital expenditures, inability to realize the benefits of developments, restructurings, acquisitions or other strategic initiatives, and the impact of the costs associated with such activities; inability to remediate an identified material weakness on a timely basis; adverse litigation judgments or settlements; inability to protect the Company’s intellectual property or the infringement on intellectual property rights of others; the loss of licenses and permits required to exhibit animals or the violation of laws and regulations; unionization activities and/or labor disputes; inability to maintain certain commercial licenses; restrictions in its debt agreements limiting flexibility in operating the business; inability to retain the Company’s current credit ratings; the Company’s leverage; inadequate insurance coverage; inability to purchase or contract with third party manufacturers for rides and attractions or construction delays; environmental regulations, expenditures and liabilities; suspension or termination of any of the Company’s business licenses, including by legislation at federal, state or local levels; delays, restrictions or inability to obtain or maintain permits; financial distress of strategic partners or other counterparties; tariffs or other trade restrictions; actions of activist stockholders; the ability of Hill Path Capital LP and its affiliates to significantly influence its decisions; the policies of the U.S. President and his administration or any change to tax laws; changes in the method for determining LIBOR and the potential replacement of LIBOR may affect its cost of capital; mandates related to COVID-19 vaccinations for employees; changes or declines in its stock price, as well as the risk that securities analysts could downgrade the Company’s stock or its sector; risks associated with the Company’s capital allocation plans and share repurchases, including the risk that its share repurchase program could increase volatility and fail to enhance stockholder value and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” in the Company’s most recently available Annual Report on Form 10-K, as such risks, uncertainties and factors may be updated in the Company’s periodic filings with the Securities and Exchange Commission (“SEC”). Although the Company believes that these statements are based upon reasonable assumptions, it cannot guarantee future results and readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date of this press release. There can be no assurance that (i) the Company has correctly measured or identified all of the factors affecting its business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) the Company’s strategy, which is based in part on this analysis, will be successful. Except as required by law, the Company undertakes no obligation to update or revise forward-looking statements to reflect new information or events or circumstances that occur after the date of this press release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the SEC (which are available from the SEC’s EDGAR database at www.sec.gov and via the Company’s website at www.seaworldinvestors.com).
CONTACT:
Investor Relations:
Matthew Stroud
Investor Relations
855-797-8625
Investors@SeaWorld.com
Media:
Lisa Cradit
SVP – Head of Communications
(646) 245-2476
Lisa.cradit@seaworld.com
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