Item 5.02.
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Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Departure of Michael Spanos
On November 13, 2021, Six Flags Entertainment Corporation (the “Company”) and Michael Spanos entered into an agreement and general release (the “Spanos Agreement”), pursuant to which Mr. Spanos stepped down as President and Chief Executive Officer of the Company, effective November 14, 2021, and resigned as a member of the Board of Directors of the Company (the “Board”), effective November 13, 2021. Subject to Mr. Spanos’s compliance with certain obligations under the Employment Agreement between Mr. Spanos and the Company, dated as of October 24, 2019, as amended by the Amendment No. 1 dated February 18, 2020, the Spanos Agreement provides that Mr. Spanos is entitled to receive, among other things, (1) payment of a pro rata portion of his 2021 annual bonus in accordance with the Company’s procedures for the payment executive bonuses; (2) payment of one year’s base salary and target bonus within 60 days of November 14, 2021; and (3) accelerated vesting of certain outstanding unvested equity awards held by Mr. Spanos. The Spanos Agreement also contains a release of claims against the Company and its affiliates.
The foregoing description of the Spanos Agreement does not purport to be complete and is qualified in its entirety by the full text of the Spanos Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
Appointment of Selim A. Bassoul as President and Chief Executive Officer
On November 14, 2021, the Company appointed Selim A. Bassoul as President and Chief Executive Officer of the Company.
Mr. Bassoul, age 64, has served as a director of the Company since February 2020 and served as non-executive Chairperson of the Board from February 2021 to November 14, 2021. Prior to joining the Company, Mr. Bassoul served as Chairman (from 2004 to 2019), President and Chief Executive Officer (from 2001 to 2019) of The Middleby Corporation, a manufacturer of food service and processing equipment. Mr. Bassoul previously served on the boards of Confluence Outdoor, Piper Aircraft, Inc., and Scientific Protein Laboratories LLC.
There are no arrangements or understandings between Mr. Bassoul and any other person pursuant to which Mr. Bassoul was appointed as President and Chief Executive Officer. There are no family relationships among any of the Company’s directors or executive officers and Mr. Bassoul.
Employment Agreement with Selim A. Bassoul
In connection with his appointment as President and Chief Executive Officer of the Company, the Company entered into an employment agreement with Mr. Bassoul (the “Employment Agreement”) dated November 14, 2021 (the “Bassoul Effective Date”). The Employment Agreement provides for a term that commences on the Bassoul Effective Date and terminates on December 31, 2024, unless the relationship is extended by mutual agreement or earlier terminated in accordance with the terms of the Bassoul Employment Agreement. The Employment Agreement provides for, among other things, an annualized base salary equal to $1,550,000 and, beginning in fiscal year 2022, a target annual bonus opportunity of 150% of annualized base salary, with payment ranging between 0% and 300% of annualized base salary, subject to the attainment of certain performance goals. For fiscal year 2021, Mr. Bassoul’s annual bonus will be determined in the discretion of the Board. In addition, Mr. Bassoul is entitled to a relocation allowance of up to $165,000, in accordance with the Company’s policies.
Pursuant to the Employment Agreement, Mr. Bassoul will purchase an aggregate of $10,000,000 of Company common stock in open market purchases. Such purchases shall occur during the period commencing on the second trading day following the date of the Employment Agreement and terminating 30 calendar days following such date. If the Company determines that Mr. Bassoul is unable to consummate such purchases of Company common stock during such period, Mr. Bassoul shall complete such purchases as soon as practicable following confirmation from the Company that Mr. Bassoul may resume such purchases.