Six Flags Entertainment 10-K/A2023 FY Annual report (amended)

TABLE OF CONTENTS

i

PART III

Information About Our Directors

The following table identifies our current directors and sets forth certain information regarding the members of our board of directors, including their ages as of April 1, 2024, and years of tenure on the Board:

The names and certain biographical information about our current directors, including each director’s business experience, director position held, information regarding involvement in certain legal or administrative proceeding, if applicable, and the director’s experiences, qualifications, attributes, or skills are set forth below.

Ben Baldanza is Chief Executive Officer of Diemacher LLC, an advisory firm helping businesses restructure, raise revenues, and reduce costs. From 2006 to 2016, Mr. Baldanza served as the President and Chief Executive Officer, and as a director, of Spirit Airlines, Inc., a commercial passenger airline. Prior to joining Spirit Airlines, Inc., Mr. Baldanza held positions in finance, marketing, and operations at various airlines. He currently is a director of JetBlue Airways Corporation and serves on its Audit committee. He is also an operating partner with Sterling Investment Partners, a private equity firm, and an Adjunct Professor of Economics at George Mason University. He holds a B.A. from Syracuse University and an M.A. in Public Administration from Princeton University. Mr. Baldanza brings to the Board extensive financial, commercial, and operational experience with expertise in strategic planning, financial planning, budgeting, revenue management, productivity, human resources, and labor relations.

Selim Bassoul became President and Chief Executive Officer of the Company in November 2021 and was the Chairman of the Board from February 2021 to November 2021. Mr. Bassoul served as President and Chief Executive Officer, and Chairman of The Middleby Corporation, a manufacturer of food service and processing equipment, from 2001 to 2019. Mr. Bassoul previously served on the boards of Diversey Holdings, Ltd. as a director and non-executive chairman, 1847 Goedeker Corporation, Confluence Outdoor, Piper Aircraft, Inc., and Scientific Protein Laboratories LLC. He holds a B.A. in Business Administration from the American University of Beirut, and an M.B.A. in Finance and Marketing from the Kellogg School of Management at Northwestern University. Mr. Bassoul’s proven leadership as Chairman, President and Chief Executive Officer of The Middleby Corporation, his operational expertise in multiple geographies, and strong focus on customer experience, culinary and food service, and global expansion, make him especially qualified to serve as a member of the Board and guide the Company strategically.

1

Esi Eggleston Bracey is currently Chief Growth and Marketing Officer of Unilever PLC since January of 2024. She has previously served as President of Unilever USA and CEO Personal Care North America since July 2022, and Executive Vice President and Chief Operating Officer of North America Beauty and Personal Care at Unilever PLC, a multi-national consumer goods company, from January 2018 until June 2022. Ms. Bracey was appointed as President Designee of Consumer Beauty at Coty Inc., a global beauty company, in November 2015, and served as President from October 2016 until March 2017. She previously served as Senior Vice President of Global Cosmetics at The Procter & Gamble Company, a worldwide consumer goods company, from August 2009 to October 2016. Ms. Bracey serves as a director of Williams-Sonoma, Inc., where she is a member of the Audit and Finance Committee. Ms. Bracey holds a B.A. in Engineering Sciences from Dartmouth College. Ms. Bracey is well qualified to serve on the Board based on her significant strategic management and marketing experience in the retail and consumer goods industry.

Chieh Huang is the President of the World Economic Forum’s Global Collaboration Village. Prior to the World Economic Forum, Mr. Huang founded and led both public and private companies. He was the Chief Executive Officer of Astro Ape Studios, one of the first mobile social-gaming studios, Astro Ape was acquired by social gaming pioneer Zynga, and Mr. Huang later became the Director of Zynga Mobile NY. Mr. Huang was a co-founder of Boxed, Inc. and served as Chief Executive Officer until May 2023. Mr. Huang also served as a board member of Boxed, Inc., which filed a voluntary petition for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware in April 2023 and ultimately sold its assets through Section 363 of the Bankruptcy Code in May 2023. Before his days as an entrepreneur, Mr. Huang was a corporate attorney at Proskauer. Mr. Huang is active with several non-profit organizations and also serves as an advisory team member of McLaren Racing, with entries in Formula 1, IndyCar, Formula E and Extreme E. Mr. Huang received his B.A. in economics at The Johns Hopkins University and holds a J.D. from Fordham University. Mr. Huang’s entrepreneurial mindset and extensive background in information technology provide the Board and the Company valuable insight and guidance.

Enrique Ramirez currently serves as President and Chief Financial Officer of Buff City Soap, a rapidly expanding retailer of handmade, plant-based soaps, laundry, bath and body products with over 250 locations across the country. He has also served as a director on the board of Jack in the Box since January 2024. From April 2019 until March 2022, he served as General Manager of Pizza Hut Latin America and Iberia, a division of Yum! Brands, Inc., a global restaurant operator including the KFC, Pizza Hut, and Taco Bell brands. From January 2014 to April 2020, he served as Chief Financial Officer of Pizza Hut Global. Mr. Ramirez held roles of increasing responsibility in finance and strategic development at Pizza Hut since 2010. Originally from Mexico City, he holds a B.A. in Economics from the Instituto Tecnologico Autonomo de Mexico and an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. Ramirez brings strong financial expertise to the Board and provides insight into the Company’s operations, risks, and opportunities developed through his years of experience as an executive in multi-unit retail and global restaurant operations.

Arik Ruchim is a Partner at H Partners, LP, an investment management firm and one of Six Flags’ largest stockholders. Prior to joining H Partners in 2008, Mr. Ruchim was at Creative Artists Agency and Cruise/Wagner Productions. Mr. Ruchim previously served as a director of Tempur Sealy International, Inc., a global leader in the design, manufacture and distribution of bedding products, Remy International, Inc., a global manufacturer of automotive parts, and as a director of Dick Clark Productions, a television production company. Mr. Ruchim has a Bachelor of Business Administration with Distinction from the University of Michigan. Mr. Ruchim brings to the Board a strong business acumen and extensive investment experience, as well as a vigorous record of stockholder value creation.

Marilyn Spiegel has over 30 years’ experience in the gaming and hospitality industry, including as President of iconic Las Vegas resorts. She served as President of Wynn Las Vegas from December 2010 until her retirement in February 2013, and then came out of retirement to again serve as Wynn’s President from January 2019 to September 2021. Prior to her role at Wynn Las Vegas, from August 2006 to November 2010, Ms. Spiegel served as President of three Harrah’s Entertainment hotel and casino properties: Bally’s and Paris Las Vegas initially, and then in January 2010 her responsibilities were expanded to include Planet Hollywood following its acquisition by Harrah’s. Previously, she was the President of Harrah’s Las Vegas & Rio All-Suite Hotel & Casino from January 2004 to July 2006, after having served as the Senior Vice President of Human Resources of Harrah’s Entertainment (currently Caesars Entertainment) from June 1999 to December 2003. Ms. Spiegel serves as a Board Member of

2

Invited Clubs, the largest owner and operator of private golf and country clubs in the country. She has also been a member of the Board of Advisors for Nicholas & Company since 2015, and serves as Executive Secretary and a Board Member of Catholic Charities of Southern Nevada. Ms. Spiegel has a bachelor’s degree in marketing and a master’s degree in education from the University of Utah. Ms. Spiegel’s leadership and operational expertise in hospitality, revenue management and human resources add important skills to the Board that will help the Company in the execution of its strategy.

None of the independent directors, their respective affiliates or members of their immediate family, directly or indirectly, receives any fee or payment from the Company or its affiliates, other than the director compensation described in “Item 11 Executive Compensation” of this Amendment. None of the independent directors have engaged in any transaction with the Company or its affiliates or has any relationship with the Company or its affiliates which, in the judgment of the Board, is inconsistent with a determination that the director is independent.

There are no family relationships among any of the directors or executive officers of the Company. Except as described in “—Identifying and Evaluating Director Nominees,” there is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.

Board Committees

The Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The following discussion outlines the composition and the primary responsibilities of each committee as of March 31, 2024.

Audit Committee

Mr. Baldanza, Mr. Huang and Mr. Ramirez serve on the audit committee, which is chaired by Mr. Ramirez. The Board has determined that each member of the Audit Committee is “independent” for Audit Committee purposes as that term is defined by the rules of the SEC and NYSE and that Mr. Ramirez and Mr. Baldanza are audit committee financial experts in accordance with SEC regulations and that all members of the Audit Committee have the accounting and related financial management expertise required by the NYSE for service on the committee. During the fiscal year ended December 31, 2023, the audit committee held eight meetings.

The Audit Committee has the sole authority to appoint, retain, compensate, evaluate and terminate the independent auditor of the Company. In addition, the Audit Committee assists the Board in its oversight of:

Compensation Committee

Mr. Baldanza, Ms. Bracey, Mr. Ramirez and Mr. Ruchim serve on the Compensation Committee, which is chaired by Mr. Ruchim. The Board has determined that each member of the Compensation Committee is a “non-employee director” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and meets the independence requirements of the NYSE. During the fiscal year ended December 31, 2023, the Compensation Committee held eight meetings.

3

The Compensation Committee’s role is to oversee the compensation of the Company’s senior management and directors. In particular, the Compensation Committee:

Nominating and Corporate Governance Committee

Mr. Baldanza, Ms. Bracey, Mr. Ruchim and Ms. Spiegel serve on the Nominating and Corporate Governance Committee, which is chaired by Mr. Baldanza. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the SEC and NYSE requirements. During the fiscal year ended December 31, 2023, the Nominating and Corporate Governance Committee held four meetings.

The Nominating and Corporate Governance Committee assists the Board in developing and implementing the Company’s corporate governance guidelines and principles, monitoring the Company’s stockholder relations and evaluating the performance of the Board and management. In particular, the Nominating and Corporate Governance Committee:

Identifying and Evaluating Director Nominees

The Company’s Corporate Governance Guidelines include qualification criteria that the Nominating and Corporate Governance Committee uses to identify individuals it believes are qualified to become directors. After identifying qualified individuals and conducting interviews, as appropriate, the Nominating and Corporate Governance Committee recommends selected individuals to the Board. The Nominating and Corporate Governance Committee uses the same process to evaluate all candidates whether they are recommended by the Company or by one of the Company’s stockholders. The Nominating and Corporate Governance Committee may retain a search firm from time-to-time to help identify and recruit qualified director candidates. The search firms provide director candidates and work with the Nominating and Corporate Governance Committee to contact prospects to assess interest and availability. The search firms also contact references for the candidates. A background check is completed before any candidate is approved by the Board.

4

Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee by sending the name and supporting information in accordance with Rule 14a-8 of the Exchange Act and the information set forth in the Company’s Amended and Restated Bylaws (“Bylaws”) to the Corporate Secretary, c/o Six Flags Entertainment Corporation, 1000 Ballpark Way, Suite 400, Arlington, Texas 76011.

Codes of Ethics

The following documents are available on the Company’s website at investors.sixflags.com:

The Company intends to post amendments to or waivers from the Code of Business Conduct and Ethics, and the Company’s Code of Ethics for Senior Management on the Company’s website at investors.sixflags.com. No waivers have been made or granted prior to the date of this Amendment.

Code of Business Conduct and Ethics

The Company has adopted and maintains a Code of Business Conduct and Ethics that applies to all directors, officers, and employees of the Company and its subsidiaries. The Code of Business Conduct and Ethics requires, among other things, that the directors, officers, and employees exhibit and promote the highest standards of honest and ethical conduct; avoid conflicts of interest; comply with laws, rules, and regulations; and otherwise act in the Company’s best interest.

Code of Ethics for Senior Management

The Company also maintains a separate Code of Ethics for Senior Management that imposes specific standards of conduct on members of senior management, including persons with financial reporting responsibilities at the Company. Each member of the Company’s senior management is required to certify annually in writing his or her compliance with the Code of Ethics for Senior Management.

Delinquent Section 16(a) Reports

The Company’s executive officers and Directors and certain owners of more than ten percent of the Company’s common stock are required under Section 16(a) of the Securities Exchange Act, as amended, to file initial reports of ownership and reports of changes in ownership of common stock of the Company with the SEC. Based upon a review of the reports filed electronically with the SEC, the Company believes that during the year ended December 31, 2023, all such reports were filed on a timely basis, except that, Form 4s for Messrs. Mick and Sample and Ms. Williams-Ramey that were due on March 10, 2023, were filed on April 4, 2023, and a Form 4 for Mr. Mick that was due on December 22, 2023 was filed on December 26, 2023.

2023 NON-EMPLOYEE DIRECTOR COMPENSATION

The Compensation Committee is responsible for recommending compensation and benefits for non-employee directors to the Board. In discharging this duty, the Compensation Committee is guided by three goals: (i) compensation should fairly pay directors for work required for a company of size and scope similar to the Company; (ii) compensation should align directors’ interests with the long-term interests of stockholders; and (iii) the structure of the compensation should be simple, transparent and easy for stockholders to understand. Annual compensation for non-employee directors for 2023 was comprised of cash compensation and equity compensation in the form of restricted stock awards.

5

Description of Non-Employee Director Compensation

At least annually, the Compensation Committee reviews the non-employee director compensation program. The Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) to provide advice in connection with ongoing compensation matters related to the Company. FW Cook provided the Compensation Committee with an analysis of the competitiveness of the Company’s non-employee director compensation program based on the Company’s peer group and general industry data. The Compensation Committee considered the market data, the amount and timing of past increases to the non-employee directors’ compensation, and the mix of cash and equity compensation in evaluating non-employee director compensation.

Cash and Equity Compensation

The following table sets forth the annual compensation for non-employee directors as of December 31, 2023. Cash compensation is typically paid in equal quarterly installments following the end of each applicable quarter. The Board last approved an increase in Board compensation, effective as of May 11, 2022 and the Board determined in 2023 that such compensation remained appropriate as compared to the Company’s peers.

The annual equity retainer is issued in the form of restricted stock that vests one year from grant date; value determined by dividing the base retainer amount by the closing stock price on grant date

2023 Non-Employee Director Compensation

Stock Ownership Guidelines

To further the Company’s objective of aligning the interests of directors with those of the Company’s stockholders, the Board has adopted stock ownership guidelines for non-employee directors, which require non-employee directors to own stock equal to at least five times the annual cash base retainer. Each non-employee director should seek to achieve this level of ownership within five years of the date the person first becomes a director for newly appointed or elected directors. For purposes of the guidelines, the annual cash base retainer does not include any additional cash compensation paid for serving as a member or chair of any committee of the Board. All of the current directors are in compliance, or on target to achieve compliance, with the Company’s stock ownership guidelines.

6

2023 Non-Employee Director Compensation

Employee directors do not receive any compensation in connection with their director service. During 2023, Mr. Bassoul was the only employee director, and his compensation is set forth in the 2023 Summary Compensation Table. The following table sets forth compensation paid to or earned by each non-employee director for 2023:

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis is a summary of the Company’s compensation programs, policies and objectives, and, in particular, their application to a specific group of individuals in their roles at the Company in 2023 that the Company refers to as the named executive officers or NEOs.

2023 Named Executive Officers

7

Executive Summary

Executive Compensation Pay Practices

The Company strives to align its executive compensation program with the interests of the Company and its stakeholders by focusing the executive compensation program on incentive compensation that emphasizes “pay-for-performance,” and rewarding the executives for performance against pre-established financial and strategic goals. Rewarding improvement in the Company’s financial and operating results and the creation of sustainable long-term stockholder value are key characteristics of the Company’s compensation philosophy. The following are notable pay practices that the Company maintains and those that it avoids:

8

Recent Management Changes

Ms. Williams-Ramey departed from the Company effective August 11, 2023. Concurrently with her departure, Ms. Williams-Ramey entered into a consulting agreement, dated as of August 11, 2023. (See Description of Employment Agreements and Compensatory Arrangements of Certain Officers in this Item 11 – Executive Compensation.)

Merger Agreement and 280G Mitigation Actions

On November 2, 2023, the Company, Cedar Fair, L.P., a Delaware limited partnership (“Cedar Fair”), CopperSteel HoldCo, Inc., a Delaware corporation and subsidiary of Cedar Fair and the Company (“Holdco”), and CopperSteel Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Holdco (“Copper Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which (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) the Company 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”).

In order to mitigate the possible impact of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), on Messrs. Bassoul and Mick and the Company, in connection with the Mergers the Board approved certain actions described below (the “280G Mitigation Actions”), in each case, effective as of December 20, 2023. Pursuant to the Merger Agreement, each of Messrs. Bassoul and Mick were entitled to receive payment in an amount equal to the 2023 annual bonuses at the greater of target and actual levels of performance, to be paid at the time annual bonuses are ordinarily paid. As described further below under the section entitled “Annual Incentives”, based on the Company’s actual results in 2023 as compared to the plan’s performance goals, no annual bonuses were earned in respect of 2023. Pursuant to the terms of the Merger Agreement, Messrs. Bassoul and Mick were entitled to receive payment in an amount equal to the target incentive amounts, which was $2,325,000 and $612,000 for Messrs. Bassoul and Mick, respectively. In order to mitigate the possible impact of Sections 280G and 4999 of the Code on the Company and Messrs. Bassoul and Mick, effective December 20, 2023, the Board approved payment of an amount equal to the target annual bonus for Messrs. Bassoul and Mick ($2,325,000 in the case of Mr. Bassoul and $612,000 in the case of Mr. Mick) prior to December 31, 2023.

In connection with the Mergers, the Company and Mr. Bassoul entered into a closing bonus agreement, dated December 20, 2023 (the “Closing Bonus Agreement”), pursuant to which Mr. Bassoul is eligible to earn a transaction bonus equal to $3 million (the “Closing Bonus”). See “Compensation in Connection with Recruitment and Retention” below for a description of the Closing Bonus and its terms.

9

As part of the 280G Mitigation Actions, the Board approved the conversion of (i) Mr. Bassoul’s and a portion of Mr. Mick’s outstanding RSUs into shares of restricted stock of the Company and (ii) a portion of Messrs. Bassoul and Mick’s outstanding PSUs into shares of restricted stock of the Company ((i) and (ii), the “Converted Restricted Stock”). The Converted Restricted Stock will vest and automatically convert into fully vested Holdco common stock at the Closing Effective Time (as defined in the Merger Agreement); provided, that, if the Closing Effective Time does not occur, the Converted Restricted Stock will remain subject to the original vesting terms of the RSUs or PSUs, as applicable. In addition, fifty percent of Mr. Bassoul’s Closing Bonus was paid in restricted stock, which restricted stock shall not vest and be forfeited if the Closing Effective Time does not occur. See “Elements of Compensation—Long-Term Equity” below.

Executive Compensation

Executive Compensation Philosophy and Objectives

Total direct compensation for the NEOs is generally a combination of three components:

The Company takes a holistic approach to executive compensation and is mindful of the Company’s broad group of stakeholders. The primary goal of the Company’s executive compensation program is to drive long-term growth, stockholder value, and favorable outcomes for other stakeholders through the following key objectives:

Annual Say-on-Pay Vote and Stockholder Engagement

The Company places great importance on a continuous dialogue with its stockholders, and spends considerable time reflecting on feedback received. At the direction of the Compensation Committee, the Company continued its stockholder outreach initiative to better understand stockholders’ key concerns with the Company’s executive compensation program.

10

In connection with the Mergers, the Company does not plan to hold an annual meeting in 2024, and the Company’s stockholder outreach in late 2023 and early 2024 consisted mainly of dialogue with stockholders to explain the rationale and benefits of the Mergers and answer any questions relating to the Mergers or any compensation being paid to the Company’s executive officers pursuant to the Mergers. In the event the Mergers are not completed, the Company will hold an annual meeting in 2024 only to the extent required by applicable law and the rules of the NYSE.

The Compensation Committee will continue to consider stockholder feedback, input from its independent compensation consultant, FW Cook, and the outcomes of the most recent and future say-on-pay votes when evaluating its executive compensation programs and policies and making compensation decisions for the NEOs.

Administration by the Compensation Committee

The Compensation Committee is responsible for administering the compensation program for named executive officers and certain other members of senior management of the Company. The Compensation Committee (i) determines the appropriate compensation levels for the Company’s NEOs; (ii) evaluates compensation plans, policies, and programs; and (iii) reviews benefit plans. Additional responsibilities of the Compensation Committee include, but are not limited to, (i) reviewing the Company’s executive compensation philosophy and strategy; (ii) participating in the performance evaluation process for the CEO; (iii) reviewing, and together with the other independent directors of the Board, determining CEO compensation, including incentive opportunities; (iv) establishing compensation and performance goals and objectives for the Company’s senior executives; and (v) determining whether performance objectives have been achieved. The Compensation Committee also recommends to the Board the structure of employment or consulting agreements and severance arrangements and approves such agreements or benefits for the NEOs. The members of the Compensation Committee are not current or former employees of the Company and are not eligible to participate in any of its executive compensation programs.

Management Participation

The Company’s Human Resources department is responsible for the ongoing management of the executive compensation program. During 2023, the CFO, the director of human resources, and chief legal officer served as the primary management liaisons to the Compensation Committee and proposed compensation programs and policies to the Compensation Committee at the request of the Compensation Committee and the CEO. The Compensation Committee met with the CEO and any other senior executives as the Compensation Committee deemed appropriate when it determined the performance criteria and compensation levels of senior executives. The CEO made recommendations to the Compensation Committee regarding individual compensation, such as base salary changes and incentive compensation opportunities for senior executives other than himself. In addition, the CFO and his staff evaluated the financial implications of executive compensation proposals and financial performance measures in incentive compensation arrangements.

Compensation Consultants

In connection with fulfilling its duties, the Compensation Committee recognizes the value in procuring independent, objective expertise and counsel, and has the authority to retain an independent compensation consultant to assist it in carrying out its responsibilities and duties. The Compensation Committee retained FW Cook as its independent compensation consultant for 2023 executive and director compensation decisions. The Compensation Committee assessed the independence of FW Cook pursuant to SEC and New York Stock Exchange rules. FW Cook did not perform any separate additional services for management. On the basis of its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that FW Cook was independent and that there were no conflicts of interest.

11

Factors in Determining Executive Compensation

In making compensation decisions regarding senior executives generally, the Compensation Committee considers general market information, as well as business and industry conditions, the Company’s strategic business objectives, and the executive’s contributions, performance and experience. The initial compensation arrangements for the NEOs were a result of arm’s-length negotiations by the Company with the executives in connection with their hire or retention and do not correspond to a specific benchmark level of pay. The compensation for the NEOs is reviewed annually by the Board, the Compensation Committee and the CEO (for NEOs other than himself). An analysis of overall Company performance, budget targets, and achievement of individual performance goals is undertaken regarding the compensation of each executive. The Compensation Committee makes compensation determinations and adjustments when determined to be appropriate in accordance with the Company’s compensation philosophy and plans.

The Compensation Committee uses peer group data as a reference point to compare the NEOs’ pay against the peer group. The Compensation Committee also uses compensation data from the Company’s peer group as general guidance and as one of many factors that inform its judgment of appropriate compensation parameters for target compensation levels, but has not historically set executive compensation levels with reference to any particular percentile of the peer group and has not sought to match any particular element or mix of elements to that of the peer group.

Peer Group Review

The Compensation Committee believes that obtaining relevant market and benchmark data is important in making decisions about executive compensation. The Compensation Committee assesses the Company’s executive compensation relative to its peers, but has not historically set executive compensation levels with reference to any particular percentile of the peer group and has not sought to match any particular element or mix of elements to that of the peer group. Given the unique focus of the Company’s business in the operation of regional theme parks and waterparks, it is difficult to create a peer group based solely on industry, revenue or market capitalization. In consultation with FW Cook, the Compensation Committee determined an appropriate peer group for purposes of compensation comparison by considering U.S. publicly traded companies with primary business activities centered around entertainment, leisure, hospitality, and gaming. For 2023, the Compensation Committee used the following peer group for purposes of its executive compensation analysis:

For 2024, the Compensation Committee, with the assistance of FW Cook, determined that World Wrestling Entertainment, Inc. should be removed as a peer company due to its acquisition by Endeavor Group, and replaced with Planet Fitness, Inc., which is more closely aligned with the Company’s peer group criteria.

The Compensation Committee believes this peer group achieves the desired level of balance in terms of revenue, market capitalization and EBITDA, and reflects the types of companies with whom the Company competes for talent. For executive compensation comparisons, the Compensation Committee primarily reviewed data from the most recently reported proxy statements and SEC filings of the peer group companies, as well as supplemental published compensation survey data.

12

Peer Group Comparison

In order to examine the competitiveness and appropriateness of the Company’s overall compensation program, the Company reviewed the total direct compensation of the NEOs (consisting of base salary, target annual incentive, and target long-term equity, excluding benefits and perquisites) during 2023 to the peer group companies. The Compensation Committee believes the analysis confirms that the executive compensation program is appropriately designed to achieve the Company’s general objectives and is aligned with the companies in the peer group.

Elements of Compensation

The individual components of the Company’s executive compensation program in 2023 included:

In setting total compensation, the Compensation Committee consistently applies its compensation philosophy to the facts and circumstances associated with each NEO through the exercise of appropriate business judgment.

13

Base Salary

Salaries are used to provide a fixed amount of compensation for an executive’s work. Although initially established in each NEO’s individually negotiated employment agreement, the salaries of NEOs are reviewed annually, as well as at the time of a promotion or other change in responsibilities. The Compensation Committee strives to pay a base salary to attract and retain highly qualified executives to drive success based on the individual’s responsibilities, performance, and experience, internal equity, and business and industry conditions. The following table shows the annual base salary rate in effect during 2023 for the NEOs:

Annual Incentives

Each year, the Compensation Committee sets the performance criteria for the annual incentive program in light of the Company’s growth strategy, major initiatives, current and projected operations and objectives. The Company’s annual incentive plan has historically closely linked pay and performance by providing all eligible full-time employees, including the NEOs, an incentive compensation opportunity based on the Company achieving key business plan goals. The annual incentive program is designed to motivate senior management to achieve challenging short-term performance goals that are important to the Company’s long-term growth.

For 2023, the Compensation Committee established target levels of achievement for the three performance goals set forth below:

In 2023, no NEO was eligible to earn more than 200% of his or her target annual incentive, and any actual annual incentive paid would have been between 0 and 200% of the target opportunity, based upon achievement of the two performance goals.

14

The annual incentive plan provided for threshold, target and maximum opportunities for each performance goal. Attainment of the weighted target goal was determined separately for each of the two performance goals. The Company did not achieve threshold on either performance goal; therefore, no amounts were paid in respect of 2023 performance.

In February 2024, the Compensation Committee confirmed that no annual cash incentive awards for the NEOs were payable pursuant to the criteria of the annual incentive plan as described above.

Long-Term Equity

While annual cash incentives are intended to reward the achievement of short-term financial goals, the executive compensation program emphasizes and rewards results over the long term through equity incentives that have a substantial performance-based component and multi-year vesting schedules. The Company’s long-term equity awards are tied to the Company’s performance and the value of its common stock over multiple years. The Company believes that the characteristics of equity-based compensation, particularly the extended vesting periods, and the direct correlation between realized value to executives and stock price, are closely aligned with maximizing stockholder value, supporting the Company’s long-term growth strategies and aligning compensation with risk outcomes. Extended vesting periods also incentivize retention. The Compensation Committee believes that it is appropriate to evaluate equity grant opportunities at least annually. The Compensation Committee may, from time to time, grant additional equity incentive awards to employees, including NEOs, based on individual circumstances such as outstanding performance or in connection with a promotion.

The Compensation Committee believes it is important to set ambitious performance goals and reward Mr. Bassoul with a meaningful ownership stake for outperformance. The Compensation Committee is focused on creating a culture of engagement and ownership to maximize Mr. Bassoul’s incentive to implement meaningful change throughout the Company, with particular focus on the need to improve the guest experience and to drive sustainable earnings growth. The Board is committed to retaining Mr. Bassoul for his strategic vision, leadership and, most importantly, his ability to execute on the Company’s long-term strategy. In addition, the Compensation Committee determined that meaningful equity awards were appropriate to provide the executive team with incentives to support Mr. Bassoul in the execution of his strategic initiatives.

15

Accordingly, PSU awards were granted to Mr. Bassoul in November 2021, and to Mr. Mick and Ms. Williams-Ramey in 2022, with performance to be determined over a three-year period. The performance goals are based on (i) Adjusted EBITDA for the 2022, 2023 and 2024 calendar years ranging from $560,000,000 to $710,000,000, (ii) employee and guest satisfaction, and (iii) ESG achievement metrics. The target payout opportunity for the Adjusted EBITDA performance component requires achievement of Adjusted EBITDA that the Company has never achieved (see below graphic). To achieve the target payout by 2024, the Company must increase Adjusted EBITDA by 12% from the level achieved in 2021, compared to the 4% increase achieved in the three-year period ending in 2019. The maximum payout opportunity requires an aspirational level of Adjusted EBITDA representing a 43% increase from the level achieved in 2021. Additionally, to incentivize sustainable long-term growth, the PSU award provides for payout of additional shares upon achievement of three ESG goals: Guest Satisfaction, Employee Satisfaction and ESG relative performance.

The ESG relative performance payout opportunity will be based on the Company’s ESG risk ratings compared to its peer group. The ESG risk ratings measures a company’s exposure to industry-specific material ESG risks and how well a company is managing those risks. The Company is assigned an ESG Risk Rating in eight separate categories based on its ESG risk exposure compared to its ESG risk management.

In light of the significant opportunity of Mr. Bassoul’s 2021 PSU award and the awards granted to other NEOs in 2022, the Compensation Committee does not intend to make any additional equity grants to Mr. Bassoul or any additional PSU grants to other NEOs until the earlier of (x) 2025 and (y) when the Company achieves $710,000,000 in Adjusted EBITDA. The Compensation Committee expects to provide annual RSU grants for other NEOs (excluding the CEO) on an annual basis for retention purposes. The Compensation Committee maintains flexibility to make additional equity grants to the CEO in the event that the Company achieves $710,000,000 in Adjusted EBITDA prior to the end of Mr. Bassoul’s tenure.

RSUs were awarded to Mr. Mick and Ms. Williams-Ramey on March 8, 2023 that were scheduled to vest on each of the first three anniversaries of the grant date. Effective December 20, 2023, all but 5,854 of Mr. Mick’s RSUs were converted into Converted Restricted Stock as described above in Merger Agreement and 280G Mitigation Actions.

Actions Taken in Connection with the Merger

As described above in Merger Agreement and 280G Mitigation Actions, Messrs. Bassoul and Mick received Converted Restricted Stock in respect of certain RSUs and PSUs. The Converted Restricted Stock will vest on the Closing Effective Time, subject to continued service through such date; provided, that, if the Closing Effective Time does not occur, the Converted Restricted Stock will be subject to the terms previously applicable to the RSUs and PSUs.

Following the 280G Mitigation Actions, Mr. Bassoul’s PSUs and Mr. Mick’s PSUs and RSUs that remained outstanding following the 280G Mitigation Actions remained subject to, and eligible to vest in accordance with, the original award agreement terms. For a description of the effect of certain terminations on the Converted Restricted Stock and continuing PSUs and RSUs, see Potential Payments upon Termination below.

Minimal Perquisites

The Company provides a limited number of perquisites and other personal benefits to the NEOs, which the Company believes are reasonable and consistent with market practices. The “All Other Compensation” column of the 2023 Summary Compensation Table sets forth these perquisites in accordance with the requirements of the SEC.

Retirement and Other Benefits

The Company believes retirement plans serve to attract and retain talented personnel generally, but they should not be a significant part of the overall compensation program. The Company has a contributory 401(k) Plan available to employees of the Company who meet the age and service requirements. The Company makes matching contributions in the amount of 100% of the first 3% of salary contributions and 50% of the next 2% of salary contributions made by employees (subject to tax law limits).

16

The Company also has a Supplemental 401(k) Plan, which permits eligible participants to defer a portion of their compensation without such portion being limited by Internal Revenue Code restrictions applicable to the contributory 401(k) Plan. In 2023, no NEO participated in the Supplemental 401(k) Plan.

The Company also maintains a stockholder-approved employee stock purchase plan, which is made available to substantially all of the Company’s employees and allows participants to acquire the Company’s common stock at a discounted price. The purpose of the plan is to encourage employees at all levels to purchase stock and become stockholders. The plan allows participants to buy the Company’s common stock at a 10% discount to the lower of the market value of the common stock at the beginning and end of each successive six-month offering period. Under applicable tax law, no plan participant generally may purchase more than $25,000 in market value (based on the market value of the Company’s common stock on the first trading day of each offering period) of the Company’s common stock in any calendar year.

The NEOs are eligible to participate in these plans on the same basis as other eligible participants.

Health Benefits and Disability Insurance

The Company provides its NEOs with the same health and disability insurance plans offered to all employees.

Compensation in Connection with Recruitment and Retention

From time-to-time, the Compensation Committee determines it is necessary to provide cash or equity compensation in special circumstances for recruiting, special recognition or retention. Sign-on bonuses and new hire equity awards are an effective means of offsetting the compensation opportunities executives forfeit when they leave a former employer to join the Company.

As part of the 280G Mitigation Actions, pursuant to the Closing Bonus Agreement, fifty percent of the Closing Bonus was paid to Mr. Bassoul in the form of restricted stock (the “Restricted Stock Closing Bonus”) granted under the Six Flags Entertainment Corporation Long-Term Incentive Plan (the “Plan”) on December 20, 2023. The Restricted Stock Closing Bonus will vest in full at the Closing Effective Time (as defined in the Merger Agreement), subject to Mr. Bassoul’s continued employment with the Company or its affiliates through the Closing Effective Time. The remaining 50% of the Closing Bonus will be paid in a cash lump-sum (the “Cash Closing Bonus”), less applicable deductions and withholdings, at the Closing Effective Time, subject to Mr. Bassoul’s continued employment with the Company or its affiliates through the Closing Effective Time. Notwithstanding the foregoing, in the event Mr. Bassoul’s employment with the Company or its affiliates is terminated prior to the Closing Effective Time other than for Cause or he resigns for Good Reason (in each case, as defined in the employment agreement between the Company and Mr. Bassoul), the Restricted Stock Closing Bonus will immediately vest, and the Cash Closing Bonus will be paid in full within 30 days following the date of such termination.

Compensation upon Termination of Employment

In addition to the direct compensation program, the Company believes it is important to provide the NEOs with competitive separation payments and benefits because it provides a measure of financial security for the NEO and his or her family in the event of certain terminations of employment and also enables the Company to secure their cooperation following termination. Under their respective employment agreements, the NEOs are or were entitled to severance in the event of specified terminations of employment and as a consequence of a change in control. The agreements (other than Mr. Bassoul’s, which does not provide for additional benefits in the event his employment is terminated in connection with a change in control) contain a double trigger provision, which requires both a change in control and actual or constructive termination of employment in order for the NEO to receive benefits under the change in control provision rather than a single trigger provision under which benefits are triggered automatically by a change in control. The Company does not provide an excise tax gross-up in the event of a termination due to a change in control.

17

The separation payments and benefits are intended to provide the executives with a measure of financial support if their employment is terminated in certain circumstances through no fault of their own. The enhanced and accelerated benefits offered in connection with a change in control are designed to support the following business objectives:(i) Enhance the Company’s value in a consolidation transaction by helping retain and stabilize the management team during periods of uncertainty. (ii) Preserve the objectivity of the Company’s management team if they are negotiating and executing a consolidation transaction. (iii) Keep the management team focused on the Company’s business instead of their personal financial situation.

The Company elects to provide post-employment compensation to the executives on a case-by-case basis as the employment market, the qualifications of potential employees, and the Company’s hiring needs dictate. See “Executive Compensation—Potential Payments upon Termination” for additional information on separation payments and benefits for the NEOs.

See Description of Employment Agreements and Compensatory Arrangements of Certain Officers in this Item 11 – Executive Compensation for a description of amounts paid to Ms. Williams-Ramey in connection her departure from the Company on August 11, 2023.

Tax and Accounting Considerations

The Compensation Committee may consider the impact of tax and accounting consequences when developing and implementing the Company’s executive compensation programs. The Compensation Committee designs and administers compensation programs that it believes are in the best interests of the Company and its stockholders. See also Merger Agreement and 280G Mitigation Actions above.

Stock Ownership, Clawback, and Other Policies

To further align the senior executives’ interests with those of the Company’s stockholders, the Company maintains stock ownership guidelines (the “guidelines”). The guidelines provide that, within three years of the year in which the executive first becomes subject to the guidelines, the executive should seek to establish holdings in the Company’s stock equal in value to a multiple of his or her annual base salary as follows:

All types of equity holdings, with the exception of stock options and performance-based stock units, are included in determining ownership under the guidelines. Each current NEO is in compliance, or on target to achieve compliance, with the guidelines.

The Company’s securities trading policy requires executives and directors to consult the Company prior to engaging in transactions involving the Company’s common stock. In order to protect the Company from exposure under insider trading laws, executives and directors are encouraged to enter into pre-programmed trading plans under Exchange Act Rule 10b5-1. The Company’s securities trading policy prohibits directors and executives from pledging, hedging or monetization transactions including, but not limited to, transactions involving the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars and other derivative instruments, or transactions involving the establishment of a short position in the Company’s securities.

In 2023, the Board adopted an updated Incentive Compensation Clawback Policy (the “clawback policy”) in order to incorporate provisions designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the applicable listing standards of the New York Stock Exchange (the “NYSE”). The clawback policy requires the Board to recoup certain incentive-based compensation in the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any such financial reporting requirement, and also allows the Board to recoup such amounts in the event of specific acts of improper conduct. Specifically, any incentive-based

18

compensation, including equity compensation and short-term incentive cash compensation, is subject to compulsory recoupment in the event of a restatement of the Company’s financial statements, and may also be subject to recoupment if the recipient engaged in fraud, willful misconduct or certain other acts that constitute “improper conduct” under the clawback policy. In the event of a restatement, each employee of the Company that received incentive-based compensation would forfeit the amount of any incentive-based compensation “received” (as defined under the clawback rules) during the three years preceding the date of the restatement that the Board determines exceeds the amount the employee would have received had the revised financial statement(s) been used to determine the compensation. In the event of certain improper conduct, including the conviction or entry of a plea of guilty or nolo contendere to any felony or certain other crimes, breach of a fiduciary duty, dishonesty, willful misconduct, material neglect of duties, appropriation of a business opportunity, misappropriation of Company funds, willful failure to follow lawful directives of the Company or comply with any written rules of the Company, violation of a service agreement or any nondisclosure, non-solicitation or non-competition covenant, deliberate and continued failure to perform material duties to the Company, or violation of the Company’s Code of Business Conduct and Ethics, the employee engaging in such conduct would forfeit the amount of any incentive-based compensation paid during the period commencing one year prior to the improper conduct and continuing until the time the improper conduct is discovered, to the extent that the Board determines is appropriate under the circumstances. The clawback policy affords the Board discretion to determine the amount and extent of any non-compulsory clawback.

The Compensation Committee does not employ any form of wealth tally; it believes that grants to executives should be made based on individual and Company performance factors and market compensation conditions at the time of grant, as described herein.

19

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of the Company has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed it with the Company’s management. Based on the Compensation Committee’s review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

20

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee serves, or has served, as an officer or employee of the Company. In addition, no interlocking relationship exists between the Board or the Compensation Committee and the board of directors or compensation committee of any other company, nor did any such interlocking relationship exist during 2023.

21

COMPENSATION POLICIES AND RISK MANAGEMENT PRACTICES

The Compensation Committee has reviewed the Company’s compensation policies and practices for all of the Company’s employees, including non-executive officers, and determined that the policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that the design of the Company’s annual incentives and long-term equity incentives provides an effective and appropriate mix of incentives to help ensure the Company’s performance is focused on long-term stockholder value creation and does not encourage the taking of short-term risks at the expense of long-term results. The Company has discretion to reduce annual incentive payments (or pay no annual incentive) based on individual performance or any other factors it may determine to be appropriate in the circumstances.

22

EXECUTIVE COMPENSATION

2023 Summary Compensation Table

The following table summarizes the compensation paid by the Company to (i) the CEO, (ii) the CFO, and (iii) the former Chief Legal Officer.

23

2023 Grants of Plan-Based Awards

The following table provides information on equity and non-equity awards granted in 2023 to each of the named executive officers:

24

2023 Outstanding Equity Awards at Fiscal Year-End

The following table provides information on the total outstanding equity awards as of December 31, 2023, for each of the named executive officers:

25

2023 Option Exercises and Stock Vested

The following table provides information on the number of shares acquired by each named executive officer upon the vesting of stock awards and the value realized, each before payment of any applicable withholding tax. No named executive officers exercised stock options during 2023.

Description of Employment Agreements and Compensatory Arrangements of Certain Officers

The Company enters into employment agreements with its named executive officers providing for base salary, annual incentive target opportunities, and compensation upon certain terminations of employment as described above and in “—Potential Payments upon Termination.”

In connection with his appointment as President and CEO of the Company, the Company entered into an employment agreement with Mr. Bassoul (the “Bassoul Employment Agreement”) dated November 14, 2021 (the “Bassoul Effective Date”). The Bassoul Employment Agreement provides for a term that commenced 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 Bassoul Employment Agreement provides for, among other things, a base salary of $1,550,000 and a target annual incentive opportunity of 150% of base salary. Pursuant to the Bassoul Employment Agreement, Mr. Bassoul was entitled to a relocation allowance of up to $165,000, in accordance with the Company’s policies. In addition, pursuant to the Bassoul Employment Agreement, Mr. Bassoul committed to purchase an aggregate of $10,000,000 of Company common stock in open market purchases within 30 days of the Bassoul Effective Date.

In connection with Mr. Mick’s appointment as Chief Financial Officer, the Company and Mr. Mick entered into an employment agreement, dated May 31, 2022, that provides for, among other things, a base salary of $450,000 per year and an annual bonus opportunity with a target of 90% of his base salary, and payment or reimbursement of reasonable relocation expenses.

26

Pursuant to each employment agreement, the executive is entitled to participate in or receive benefits under the employee benefits programs of the Company, including the Company’s life, health, and disability programs, as well as to receive reimbursement of business expenses incurred during their employment. Pursuant to the Bassoul Employment Agreement, Mr. Bassoul is entitled to first class air travel, customarily priced executive-level hotel accommodations and ground transportation on Company business, including, without limitation, travel between Company offices. The employment agreements also contain provisions for separation payments and benefits upon certain types of termination of employment, as well as customary non-competition, non-solicitation, indemnification, confidentiality, mutual non-disparagement and proprietary information provisions. For a description of separation payments and benefits provided by these employment agreements, see “—Potential Payments upon Termination.”

The Company announced on August 11, 2023 (“Effective Date”) that Ms. Williams-Ramey departed from the Company. Concurrently with her departure, Ms. Williams-Ramey entered into a consulting agreement, dated as of August 11, 2023 (the “Consulting Agreement”), pursuant to which she will provide consulting services to the Company for up to 10 months following the Effective Date in exchange for a monthly consulting fee of $38,333. Ms. Williams-Ramey’s employment was terminated without cause under the employment agreement between Ms. Williams-Ramey and the Company, dated as of June 13, 2022 (the “Employment Agreement”), with such termination effective as of the Effective Date. In connection with such termination, Ms. Williams-Ramey entered into a Separation Agreement and General Release with the Company on August 11, 2023 (the “Separation Agreement”), pursuant to which Ms. Williams-Ramey received payments and benefits provided upon a termination without cause pursuant to the Employment Agreement. These payments and benefits consisted of (i) an amount equal to the sum of Ms. Williams-Ramey’s base salary and target annual bonus, (ii) payment of the annual bonus, if any, that would otherwise have been paid to Ms. Williams-Ramey if she had remained employed by the Company through December 31, 2023, calculated based on actual performance and paid at the time annual bonuses are normally paid to the Company’s executives (but no later than March 15, 2024), (iii) subject to Ms. Williams-Ramey’s timely election, continued health care coverage for a period of 12 months commencing on the Effective Date or until Ms. Williams-Ramey receives comparable coverage from a subsequent employer, (iv) immediate vesting of 10,030 unvested restricted stock units held by Ms. Williams-Ramey that were scheduled to vest in the 12-month period following the Effective Date, and (v) a cash payment equal to $10,000 for executive outplacement services. Because the performance threshold target was not achieved for 2023, no amounts were paid in respect of an annual 2023 bonus to Ms. Williams-Ramey.

Ms. Williams-Ramey agreed to extend the duration of the non-competition and noninterference covenants under her Employment Agreement from 12 months to 18 months following the Effective Date. In consideration of this extension and her entry into the Consulting Agreement, the Separation Agreement provides for a lump sum cash payment equal to $355,000, to be paid within 60 days following the Effective Date.

Potential Payments upon Termination

Potential Payments upon Termination of Current Named Executive Officers

Each of the named executive officers employed at the end of 2023 had provisions in their employment agreements providing for separation payments and benefits upon certain types of termination of employment. Upon Messrs. Bassoul or Mick’s termination of employment, including for cause, such executive is generally entitled to unpaid earned salary and unpaid benefits.

27

Payments upon Death or Disability

In the event of termination of Messrs. Bassoul or Mick’s employment due to death or disability as of December 31, 2023, the executive would be entitled to receive the benefits outlined below:

Termination Without Cause or for Good Reason

If Messrs. Bassoul or Mick’s employment is terminated as of December 31, 2023 without cause or due to a resignation for good reason, in addition to any other rights or benefits to which the executive is entitled in the ordinary course, such as accrued payments and benefits, the executive would be entitled to receive the benefits outlined below (subject to execution of a release of claims):

28

29

The following terms are generally defined in the employment agreements for Messrs. Bassoul and Mick as follows:

30

Potential Payments upon Termination of Employment or Change in Control

The table below illustrates payments that would be made to a current named executive officer employed at the end of 2023 if his or her employment terminated due to a termination for death or disability, without cause, or for good reason on December 31, 2023. The amounts shown and discussed in this section assume there is no earned but unpaid base salary, annual incentive or expenses at the time of termination. This table is intended only for illustrative purposes; the rights and benefits due to any executive upon an actual termination of employment can be determined only at the time of such event, based on circumstances then existing and arrangements then in effect.

31

In connection with Ms. Williams-Ramey’s departure, she received the following payments and benefits pursuant to the terms of her separation agreement: (i) $1,229,000 as a separation payment, (ii) $10,000 in reimbursement of the cost of executive outplacement services, and (iii) $10,030 with respect to the incremental value of the unvested RSUs that accelerated and vested on her departure date, based on the $22.38 closing share price of the Company’s common stock on her departure date.

Pay Versus Performance

The following table shows the total compensation for our NEOs for the past four fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” (CAP) to our principal executive officer (PEO) and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our total shareholder return (TSR), the TSR of the S&P Entertainment Movies & Entertainment Index over the same period, our net income, and our company-selected measure, Adjusted EBITDA.

Pay Versus Performance Table

32

Relationship Between Compensation Actually Paid and Performance Measures

We believe the table above shows the alignment between compensation actually paid to the NEOs and the Company’s performance, consistent with our compensation philosophy as described in our Compensation Discussion and Analysis in this Item 11 – Executive Compensation. Specifically, a large portion of the NEOs’ compensation is reliant on TSR and, as such, the PEO and non-PEO CAP each year was aligned with our TSR performance and increased when our TSR performance increased but declined when our TSR performance declined. The charts below show, for the past four years, the relationship of the Company’s TSR relative to its peers as well as the relationship between the PEO and non-PEO CAP and (i) the Company’s TSR; (ii) the Company’s net income; and (iii) the Company’s Adjusted EBITDA.

33

2023 Performance Measures

As noted above, the Compensation Committee believes in a holistic evaluation of the NEOs’ and the Company’s performance and uses a mix of performance measures throughout our annual and long-term incentive programs to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important for NEOs’ 2023 compensation decisions are listed in the table to below, each of which is described in more detail in the CD&A under the section “2023 Compensation Program Element”.

CEO Pay Ratio

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following information explains the relationship of the annual total compensation of the Company’s median employee to the annual total compensation of the Company’s CEO for 2023. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the CEO pay ratio, and other companies may use different assumptions, adjustments, exclusions, or estimates in calculating their CEO pay ratio. Accordingly, CEO pay ratio disclosures may involve a degree of imprecision and may be inconsistent in methodology among different companies. Therefore, the CEO pay ratio disclosed by other companies may not be comparable to the Company’s CEO pay ratio as disclosed below. The Company’s pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with SEC rules based on the Company’s internal records and the methodology described below.

34

The Company’s operations rely heavily on seasonal, entry-level employees, some of whom work only one or two months per year. Consequently, the Company considers a comparison to only full-time employees to be more reflective of the relationship between CEO pay and median employee pay. At the time this calculation was made, seasonal employees accounted for 97% of the Company’s workforce. When factoring only full-time employees, the CEO to median employee ratio was 75 to 1 (calculated based on the median employee of the full-time employee population as of December 31, 2023, whose total annual compensation was calculated in the same manner as the CEO’s compensation, as set forth in the Summary Compensation Table).

To identify the median of all employees, as shown in the table above, the Company used the gross annual earnings reported to taxing authorities (for example, in the U.S., information reported on W-2s), and ranked employees from highest to lowest for all employees as of December 31, 2023. In calculating these amounts for non-U.S. employees, the Company converted Canadian dollars to U.S. dollars and Mexican pesos to U.S. dollars utilizing price level ratios of the purchasing power parity conversion factors published by the World Bank. Without the purchasing power adjustments, the median employee of all employees was a seasonal employee with total compensation of $6,669, and the estimated CEO to median employee ratio was 810 to 1 (full-time and seasonal employees).

35

The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of March 31, 2024, except as otherwise noted below, by (a) the members of the Board, (b) each named executive officer, (c) all of the Company’s directors and current executive officers as a group, and (d) each person who, to the best of the Company’s knowledge, beneficially owned on that date more than 5% of the outstanding common stock. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them. Unless otherwise indicated, the address for each beneficial owner in the table below is c/o Six Flags Entertainment Corporation, 1000 Ballpark Way, Suite 400, Arlington, Texas 76011.

The column entitled “Percentage of Shares Beneficially Owned” is based on a total of 84,274,760 shares of common stock outstanding as of March 31, 2024 .

36

Transactions with Related Persons

During fiscal 2023, there were no transactions, or currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest. The Company entered into an agreement with Diversey Holdings, Ltd. for the exclusive supply of specified cleaning products. Mr. Bassoul served as a director of Diversey Holdings, Ltd. from April 2021 to July 2023. From January 2023 through the date of Mr. Bassoul’s departure from the board of directors of Diversey Holdings, Ltd. in July 2023, the Company purchased approximately $188,000 of products under the agreement with Diversey Holdings, Ltd.

37

The following table presents fees for professional services rendered by KPMG LLP for the audit of the Company’s annual financial statements and the annual financial statements of the related entities for the years ended December 31, 2023 and January 1, 2023, as well as fees billed for audit-related services, tax services, and all other services rendered by KPMG LLP for those years. The amount shown for Audit Fees the years ended December 31, 2023 and January 1, 2023 includes the audit of the effectiveness of the Company’s internal controls over financial reporting.

All audit and tax services provided by KPMG LLP were pre-approved by the Audit Committee, which concluded that the provision of such services by KPMG LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s policy provides for pre-approval of all audit and non-audit services performed by the independent registered public accounting firm on an annual basis to ensure that the services do not impair the firm’s independence. Any individual engagements are required to be separately approved.

PART IV

(a)(3) Exhibits

The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this report.

38

39

40

41

42

ANNEX A: DEFINITION AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

We prepare our financial statements in accordance with United States generally accepted accounting principles (“GAAP”). In this offering memorandum, we make reference to non-GAAP financial measures including “Modified EBITDA” and “Adjusted EBITDA.” The definition for each of these non-GAAP financial measures is set forth below. We believe that these non-GAAP financial measures provide important and useful information for

43

investors to facilitate a comparison of our operating performance on a consistent basis from period to period and make it easier to compare our results with those of other companies in our industry. We use these measures for internal planning and forecasting purposes, to evaluate ongoing operations and our performance generally, and in our annual and long-term incentive plans. By providing these measures, we provide our investors with the ability to review our performance in the same manner as our management.

Because these non-GAAP financial measures are not determined in accordance with GAAP, they are susceptible to varying calculations, and not all companies calculate these measures in the same manner. As a result, these non-GAAP financial measures as presented may not be directly comparable to a similarly titled non-GAAP financial measure presented by another company. These non-GAAP financial measures are presented as supplemental information and not as alternatives to any GAAP financial measures

The following tables sets forth a reconciliation of net income (loss) to Adjusted EBITDA for the twelve-month periods ended December 31, 2023, January 1, 2023 and January 2, 2022:

44

“Adjusted EBITDA,” a non-GAAP measure, is defined as Modified EBITDA minus net income attributable to non-controlling interests. Adjusted EBITDA is approximately equal to “Parent Consolidated Adjusted EBITDA” as defined in our Credit Facility, except that Parent Consolidated Adjusted EBITDA excludes Adjusted EBITDA from equity investees that is not distributed to us in cash on a net basis and has limitations on the amounts of certain expenses that are excluded from the calculation. Our board of directors and management use Adjusted EBITDA to measure our performance, and our current management incentive compensation plans are based largely on Adjusted EBITDA. We believe that Adjusted EBITDA is frequently used by all our analysts and investors as their primary measure of our performance in the evaluation of companies in our industry. In addition, the instruments governing certain of our indebtedness use Adjusted EBITDA to measure our compliance with certain covenants and, in certain circumstances, our ability to make certain borrowings. Adjusted EBITDA, as computed by us, may not be comparable to similar metrics used by other companies in our industry.

45

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 29, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the following capacities on the dates indicated.

46