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

On January 31, 2023, the Board of Directors (the "Board") of Six Flags Entertainment Corporation (the "Company"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from six to seven members.

On January 31, 2023, the Board appointed Marilyn G. Spiegel to serve as an independent director of the Company, effective January 31, 2023, until the Company's 2023 annual meeting of stockholders or until her successor is elected. Ms. Spiegel's appointment to committees of the Board, if any, is undetermined as of the date of this Current Report.

Ms. Spiegel will participate in the Company's non-employee director compensation program for her service on the Board as set forth in the proxy statement for the Company's 2022 annual meeting of stockholders. In connection with her appointment to the Board, Ms. Spiegel will be granted an annual equity retainer of restricted stock units ("RSUs") pursuant to the Company's Long-Term Incentive Plan, the amount of which will be pro-rated to reflect her partial year of Board service. The number of shares of common stock underlying such RSUs will be determined by dividing $54,795 by the closing price of the Company's common stock on January 31, 2023. The RSUs shall vest one year from the date of grant.

The Board has determined that Ms. Spiegel is independent under the New York Stock Exchange rules. There are no related party transactions between the Company and Ms. Spiegel that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On January 31, 2023, the Company issued a press release announcing the increased Board size and the appointment of Ms. Spiegel, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing 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

99.1 Press Release of Six Flags Entertainment Corporation, dated January 31, 2023

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

© Edgar Online, source Glimpses