UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 22, 2015
SeaWorld Entertainment, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
001-35883 | 27-1220297 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 9205 South Park Center Loop, Suite 400 Orlando, Florida |
32819 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(407) 226-5011
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12) |
| ¨ | Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b)) |
| ¨ | Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e– 4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2015, James M. Heaney gave notice of his resignation as Chief Financial Officer of SeaWorld Entertainment, Inc. (the “Company”) and as an officer and/or director of the Company’s subsidiaries, effective as of June 1, 2015. Mr. Heaney will remain as an employee of the Company through June 19, 2015, to assist in the transition to the interim Chief Financial Officer. There is no dispute between Mr. Heaney and the Company on any financial reporting matters, compliance or otherwise.
On May 26, 2015, the Board of Directors of the Company appointed Marc G. Swanson, currently the Company’s Chief Accounting Officer, to serve as interim Chief Financial Officer of the Company, effective as of June 1, 2015. Mr. Swanson will continue to serve as the Chief Accounting Officer of the Company. Mr. Swanson, age 44, has been the Company’s Chief Accounting Officer since 2012. Prior to that, Mr. Swanson served as Vice President Performance Management and Corporate Controller of SeaWorld Parks & Entertainment from 2011 to 2012, the Corporate Controller of Busch Entertainment Corporation from 2008 to 2011 and the Vice President of Finance of Sesame Place from 2004 to 2008. He is a member of the board of directors of the SeaWorld & Busch Gardens Conservation Fund and the board of trustees of the Orlando Science Center. Mr. Swanson holds a bachelor’s degree in accounting from Purdue University and a master’s degree in business administration from DePaul University, and is a Certified Public Accountant. At this time, the Company has not entered into any new material contracts, plans or arrangements with Mr. Swanson or amended any material contract, plan or arrangement with Mr. Swanson. The Company has engaged a leading executive search firm to conduct a comprehensive search process to identify a permanent Chief Financial Officer of the Company.
The selection of Mr. Swanson to serve as interim Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Swanson and any director or executive officer of the Company, and there are no transactions between Mr. Swanson and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure |
On May 26, 2015, the Company issued a press release announcing the resignation of Mr. Heaney and the appointment of Mr. Swanson as the interim Chief Financial Officer. A copy of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits. The exhibit listed on the Exhibit Index accompanying this Current Report on Form 8-K is filed herewith.
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.
| SEAWORLD ENTERTAINMENT, INC. | ||||||
| Date: May 26, 2015 | By: | /s/ G. Anthony (Tony) Taylor | ||||
| Name: | G. Anthony (Tony) Taylor | |||||
| Title: | Chief Legal and Corporate Affairs Officer, General Counsel and Corporate Secretary | |||||
EXHIBIT INDEX
| Exhibit no. |
Description | |
| Exhibit 99.1 | Press release dated May 26, 2015. | |
Exhibit 99.1
SeaWorld Entertainment, Inc. Appoints Marc G. Swanson as Interim CFO
– Succeeds James M. Heaney, Who Departs for Position Outside the Industry –
ORLANDO, Fla. May 26, 2015 – SeaWorld Entertainment, Inc. (NYSE: SEAS), a leading theme park and entertainment company, today announced the appointment of Marc G. Swanson as interim Chief Financial Officer, effective June 1, 2015. He succeeds James M. Heaney, who has informed the Company that he has accepted a senior position with another company and is returning to the cruise industry. Mr. Heaney has agreed to remain with the Company until June 19, 2015 to help assure a seamless transition.
“During his time at SeaWorld Entertainment, Jim contributed significantly in solidifying our finance capabilities and building a great finance team,” said Joel Manby, President and Chief Executive Officer of SeaWorld Entertainment, Inc. “We understand his desire to accept what he views as an extraordinary professional opportunity to return to his former industry and we wish him well.”
“Marc has served as our Chief Accounting Officer for several years now and has established his own role as a leader of our talented and capable team,” continued Manby. “He is a highly experienced finance professional who knows our Company well and whose interim leadership assures continuity and stability across all of our finance functions.”
Mr. Swanson, who has served as the Company’s Chief Accounting Officer since 2012, will continue to serve in such capacity and will now also oversee the Company’s financial operations until a new Chief Financial Officer is in place. The Company has initiated a search and has hired a leading executive search firm to assist in those efforts.
Previously, Mr. Swanson served as Vice President Performance Management and Corporate Controller of SeaWorld Parks & Entertainment from 2011 to 2012, the Corporate Controller of Busch Entertainment Corporation from 2008 to 2011 and the Vice President of Finance of Sesame Place from 2004 to 2008. He is a member of the board of directors of the SeaWorld & Busch Gardens Conservation Fund and the board of trustees of the Orlando Science Center. Mr. Swanson is a Certified Public Accountant and holds a bachelor’s degree in accounting from Purdue University and a master’s degree in business administration from DePaul University.
About SeaWorld Entertainment, Inc.
SeaWorld Entertainment, Inc. (NYSE: SEAS) is a leading theme park and entertainment company delivering personal, interactive and educational experiences that blend imagination with nature and enable its customers to celebrate, connect with and care for the natural world we share. The Company owns or licenses a portfolio of globally recognized brands including SeaWorld®, Shamu® and Busch Gardens®. Over its more than 50-year history, the Company has built a diversified portfolio of 11 destination and regional theme parks that are grouped in key markets across the United States, many of which showcase its one-of-a-kind zoological collection of approximately 89,000 marine and terrestrial animals. The Company’s theme parks feature a diverse array of rides, shows and other attractions with broad demographic appeal which deliver memorable experiences and a strong value proposition for its guests.
SeaWorld Entertainment, Inc. is one of the world’s foremost zoological organizations and a global leader in animal welfare, training, husbandry and veterinary care. The Company collectively cares for what it believes is one of the largest zoological collections in the world and has helped lead advances in the care of animals. The Company also rescues and rehabilitates marine and terrestrial animals that are ill, injured, orphaned or abandoned, with the goal of returning them to the wild. The SeaWorld rescue team has helped more than 25,000 animals in need over the last 50 years.
Copies of this and other news releases as well as additional information about SeaWorld Entertainment, Inc. can be obtained online at www.seaworldentertainment.com. Shareholders and prospective investors can also register to automatically receive the Company’s press releases, SEC filings and other notices by e-mail by registering at that website.
Contacts:
Investor Relations Inquiries:
SeaWorld Entertainment, Inc.
855.797.8625
Investors@SeaWorld.com
Media Inquiries:
Aimée Jeansonne Becka
Corporate Communications Director
Aimee.Jeansonne-Becka@SeaWorld.com