| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On March 12, 2024, Six Flags Entertainment Corporation (the “Company” or “Six Flags”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of November 2, 2023 (the “Merger Agreement”), by and among the Company, Cedar Fair, L.P., a Delaware limited partnership (“Cedar Fair”), CopperSteel HoldCo, Inc., a Delaware corporation and subsidiary of Cedar Fair and Six Flags (“Holdco”), and CopperSteel Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Holdco (“Copper Merger Sub”). The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Copper Merger Sub will merge with and into Cedar Fair (the “Cedar Fair First Merger”), with Cedar Fair continuing as the surviving entity and a wholly owned Subsidiary of HoldCo (the “Cedar Fair Surviving Entity”), (ii) Cedar Fair Surviving Entity will merge with and into HoldCo (the “Cedar Fair Second Merger”, together with the Cedar Fair First Merger, the “Cedar Fair Mergers”), with HoldCo continuing as the surviving corporation, and (iii) Six Flags will merge with and into HoldCo with HoldCo continuing as the surviving corporation, (the “Six Flags Merger,” together with the Cedar Fair Mergers, the “Mergers”).
As of January 24, 2024, the record date for the Special Meeting, there were 84,125,461shares of the Company’s common stock outstanding, of which 83,543,833 shares were entitled to vote at the Special Meeting. A total of 67,714,664 shares of common stock were present in person or represented by proxy at the Special Meeting, representing approximately 81.05% of the Company’s outstanding common stock as of the January 24, 2024 record date. The following are the voting results for the proposals considered and voted upon at the Special Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on January 31, 2024.
1. Merger Agreement Proposal. To adopt the Merger Agreement, entered into by and among Six Flags, Cedar Fair, CopperSteel and Copper Merger Sub providing for a merger of equals through (i) the merger of Copper Merger Sub with and into Cedar Fair, with Cedar Fair continuing its existence as the surviving entity following the Cedar Fair First Merger as a direct subsidiary of CopperSteel, (ii) the subsequent merger of the Cedar Fair Surviving Entity with and into CopperSteel, with CopperSteel continuing as the surviving corporation, and (iii) the merger of Six Flags with and into CopperSteel, with CopperSteel continuing as the surviving corporation.
At the Special Meeting, the Company’s stockholders voted to approve the Merger Agreement Proposal. The table below sets forth the voting results for this proposal:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 67,360,372 | | 195,471 | | 158,821 | | — |
The completion of the Mergers are also subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable law) of a number of conditions set forth in the Merger Agreement, including the receipt of regulatory approvals.
2. Compensation Advisory Proposal. To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Six Flags’ named executive officers that is based on or otherwise relates to the Mergers.
At the Special Meeting, the Compensation Advisory Proposal did not receive the requisite vote of the Company’s stockholders and therefore was not approved. The table below sets forth the voting results for this proposal:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 33,261,002 | | 33,854,108 | | 599,554 | | — |
As there were sufficient votes to approve the Merger Agreement Proposal at the Special Meeting, the “Adjournment Proposal” described in the Company’s Definitive Proxy Statement was not presented to stockholders.
