[8-K] Six Flags Entertainment Corporation/NEW Reports Material Event | FUN SEC Filing

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

Appointment of Chief Executive Officer

On November 24, 2025, Six Flags Entertainment Corporation (the “Company”) announced the appointment of John Reilly as President and Chief Executive Officer of the Company, effective December 8, 2025. The Company also announced Mr. Reilly’s appointment to the Board of Directors of the Company (the “Board”), effective December 8, 2025, as a Class III director, with a term expiring at the 2027 annual meeting of the stockholders of the Company.

Mr. Reilly succeeds Richard Zimmerman, who, as previously announced on August 6, 2025, is stepping down as the Company’s President and Chief Executive Officer. Mr. Zimmerman will step down from his role as President and Chief Executive Officer and from the Board, effective December 8, 2025.

Mr. Reilly, age 57, most recently served as Group Chief Operating Officer of Parques Reunidos Servicios Centrales, S.A. Mr. Reilly previously served as Chief Executive Officer and Managing Director of Palace Entertainment (a subsidiary of Parques Reunidos) from 2019 to 2025. Prior to Parques Reunidos, Mr. Reilly served in various roles at SeaWorld Parks and Entertainment, include serving as Chief Operating Officer in 2019, as Interim Chief Executive Officer from 2018 to 2019, as the Chief Parks Operations Officer from 2016 to 2018, as Park President of SeaWorld and Aquatica California from 2010 to 2016, as Vice President of Merchandising in 2009 and in various roles at Busch Entertainment Corporation from 1985 to 2009. Mr. Reilly holds a Bachelor of Arts degree from The College of William & Mary, and an MBA from the University of Miami.

In connection with Mr. Reilly’s appointment, on November 21, 2025, the Company entered into an employment agreement, effective December 8, 2025, with Mr. Reilly for a period of three years subject to automatic renewal for successive one-year periods thereafter. Under the terms of the employment agreement, Mr. Reilly will report directly to the full Board. The employment agreement provides for, among other things, an initial base salary of $1,100,000 per year, subject to annual review by the Board for possible increase. Mr. Reilly will participate in the Company’s annual bonus program with an initial target rate of 150% of his base salary and a maximum bonus of 300% of his base salary, with performance metrics established by the People, Culture & Compensation Committee of the Board (the “PCCC”). The employment agreement also provides that Mr. Reilly will receive an annual equity grant during each year of the term of the agreement (beginning in 2026) with a target value of $5,625,000 on the date of grant, to be the same as such goals approved by the PCCC for other senior executives of the Company. Mr. Reilly will also receive a day one equity grant with a target value of $7,500,000 (comprised of (i) $2,500,000 grant date value in the form of restricted stock units and (ii) $5,000,000 grant date value in the form of performance stock units) scheduled to vest on the third anniversary of the grant date subject to Mr. Reilly’s continued service with the Company and the achievement of applicable performance goals (in the case of the performance stock units) as to be set forth in the award agreement evidencing such award. Mr. Reilly will participate in benefit plans on the same basis as other senior executives, including medical, disability, life, 401(k) and deferred compensation plans.

In the event of involuntary termination by the Company without Cause or by Mr. Reilly for Good Reason (each as defined in the employment agreement), Mr. Reilly would be entitled to (i) a cash payment equal to two times the sum of base salary and target annual bonus, payable in installments (ii) any unpaid annual bonus for the year prior to the year of termination, (iii) a pro-rata annual bonus for the year in which termination occurs, (iv) a cash payment equal to the cost of participation in the Company’s group medical plans for 18 months, and (v) any outstanding equity awards that are scheduled to vest within 18-month period following termination shall become fully vested with performance-based awards subject to achieving performance goals. In the event that an involuntary termination occurs within 12 months following a Change in Control (as defined in the employment agreement), Mr. Reilly is entitled to generally the same severance payments and benefits as described above, except that all outstanding equity awards under the Stock Incentive Plan (as defined in the employment agreement) shall become fully vested, with performance-based awards deemed to be vested at target. All severance payments and benefits under the employment agreement are subject to Mr. Reilly signing a release of claims against the Company.

Under the terms of the employment agreement, Mr. Reilly is subject to restrictive covenants, during and for specified periods following termination of employment, relating to competing against the Company, soliciting business partners, customers or employees of the Company, confidentiality restrictions and a non-disparagement covenant.