UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 1, 2017 (July 26, 2017)
SeaWorld Entertainment, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-35883 |
27-1220297 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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9205 South Park Center Loop, Suite 400 Orlando, Florida |
32819 |
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(Address of Principal Executive Offices)
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (407) 226-5011
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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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))
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On July 26, 2017, Peter J. Crage gave notice of his resignation as Chief Financial Officer and Treasurer of SeaWorld Entertainment, Inc. (the “Company”) and as an officer and/or director of the Company’s subsidiaries. Mr. Crage will resign from all such positions effective as of August 1, 2017. Mr. Crage will remain as an employee of the Company through mid-August 2017, to assist with the transition of his roles to the interim Chief Financial Officer and interim Treasurer. There is no dispute between Mr. Crage and the Company with respect to any financial reporting matters, compliance or otherwise.
On July 31, 2017, 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 and interim Treasurer of the Company, effective as of August 1, 2017. Mr. Swanson will continue to serve as the Chief Accounting Officer of the Company. Mr. Swanson, age 46, has been the Company’s Chief Accounting Officer since 2012 and served as interim Chief Financial Officer from June 2015 until September 2015. Previously, he was 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 CPA. At this time, the Company has not entered into any new material compensatory contracts, plans or arrangements with Mr. Swanson or amended any material compensatory contract, plan or arrangement with Mr. Swanson.
The selection of Mr. Swanson to serve as interim Chief Financial Officer and interim Treasurer 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 August 1, 2017, the Company issued a press release announcing the resignation of Mr. Crage and the appointment of Mr. Swanson as the interim Chief Financial Officer and interim Treasurer. 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.
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Exhibit |
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Description |
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99.1 |
Press release of SeaWorld Entertainment, Inc., dated August 1, 2017
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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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SEAWORLD ENTERTAINMENT, INC. |
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Date: August 1, 2017 |
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By: |
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/s/ G. Anthony (Tony) Taylor |
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Name: |
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G. Anthony (Tony) Taylor |
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Title: |
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Chief Legal Officer, General Counsel and Corporate Secretary |
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Exhibit |
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Description |
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99.1 |
Press release of SeaWorld Entertainment, Inc., dated August 1, 2017
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Exhibit 99.1
SEAWORLD ENTERTAINMENT NAMES MARC SWANSON
INTERIM CHIEF FINANCIAL OFFICER
Succeeds Peter Crage Who Departs for New Senior Level Finance Opportunity
ORLANDO, Fla. – Aug. 1, 2017 – SeaWorld Entertainment, Inc. (NYSE: SEAS) (“SeaWorld”), a leading theme park and entertainment company, today announced the appointment of Marc G. Swanson as interim Chief Financial Officer and interim Treasurer, effective immediately. Mr. Swanson has served as SeaWorld’s Chief Accounting Officer since 2012 and served as interim Chief Financial Officer in 2015. He will continue to serve as Chief Accounting Officer.
Mr. Swanson succeeds Peter J. Crage who is leaving the company to assume a senior-level financial position at another company. Mr. Crage will remain employed with SeaWorld through mid-August to ensure a smooth transition.
“We are pleased to appoint Marc Swanson interim Chief Financial Officer,” said Joel K. Manby, President and Chief Executive Officer of SeaWorld Entertainment. “During more than a decade with the company, Marc has consistently demonstrated his impressive financial acumen and deep knowledge of our company and our industry. He was an excellent steward of our financial organization as interim CFO in 2015, and we are very pleased that he will assume this leadership role at this time.
“We thank Peter Crage for building a strong finance organization that prioritizes the enhanced financial discipline that is one of the pillars of our strategic five-point plan. We wish him success in his new position,” Mr. Manby concluded.
The company will report its second-quarter results as previously announced on August 8, 2017.
Brief Biography for Marc G. Swanson
Mr. Swanson most recently served as SeaWorld’s Chief Accounting Officer, a position he was appointed to in 2012, and previously served as interim Chief Financial Officer from June 2015 until September 2015. Previously, he was 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.
Mr. Swanson 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 CPA.
About SeaWorld Entertainment, Inc.
SeaWorld Entertainment, Inc. (NYSE: SEAS) is a leading theme park and entertainment company providing experiences that matter, and inspiring guests to protect animals and the wild wonders of our world. The company 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 30,000 animals in need over the last 50 years.
SeaWorld Entertainment, Inc. owns or licenses a portfolio of recognized brands including SeaWorld, Busch Gardens®, and Sea Rescue®. Over its more than 50-year history, the company has built a diversified portfolio of 12 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. 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.
Investor Relations:
Mark Trinske
Vice President of Investor Relations
Investors@SeaWorld.com
Media:
Aimée Jeansonne Becka
Vice President of Public Relations
Aimee.Jeansonne-Becka@SeaWorld.com