United Parks & Resorts Inc 8-K, filed Mar 26, 2024
United Parks & Resorts Inc. (PRKS)
About this 8-K
United Parks & Resorts Inc filed this 8-K on March 26, 2024, reporting on events of March 25, 2024.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)(b) On March 25, 2024, United Parks & Resorts Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) to: (1) approve the amendment, entered into on February 27, 2024, to the Stockholders Agreement (the “Stockholders Agreement”), dated May 27, 2019, by and between Hill Path Capital LP (“Hill Path”) and the Company (the “Amendment Proposal”); and (2) if the Amendment Proposal was approved, to approve and authorize a new $500.0 million share repurchase program of the Company’s common stock, subject to the qualification that the Company will not repurchase additional shares if Hill Path’s common stock ownership interest percentage would, as a result of any such repurchase, equal or exceed 50% (the “Share Repurchase Proposal”). Each of the Amendment Proposal and the Share Repurchase Proposal required approval by the holders of a majority of the shares of the Company’s common stock outstanding and entitled to vote as of the record date other than shares beneficially owned by Hill Path and its affiliates (including Scott I. Ross, James P. Chambers, and Nomura Global Financial Products Inc., as derivative counterparty, who is deemed to be an affiliate of Hill Path solely for purposes of the approval requirement for each proposal) (collectively, the “Disinterested Stockholders”). A quorum was present at the meeting as required by the Company’s Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the stockholders.
Proposal 1 – Amendment to the Hill Path Stockholders Agreement
The Disinterested Stockholders approved the Amendment Proposal.
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Votes |
Votes |
Votes |
Broker |
All Stockholders |
53,152,508 |
15,069 |
5,749 |
0 |
Disinterested Stockholders |
25,886,451 |
15,069 |
5,749 |
0 |
Proposal 2 – Share Repurchase Program
The Disinterested Stockholders approved the Share Repurchase Proposal.
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Votes |
Votes |
Votes |
Broker |
All Stockholders |
52,439,746 |
720,047 |
13,533 |
0 |
Disinterested Stockholders |
25,173,689 |
720,047 |
13,533 |
0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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UNITED PARKS & RESORTS INC. |
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Date: |
March 26, 2024 |
By: |
/s/ G. Anthony (Tony) Taylor |
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Name: Title: |
G. Anthony (Tony) Taylor |