United Parks & Resorts Inc.
For the period ended Jun 13, 2024. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 13, 2024 · Filed Apr 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | Filed by a Party other than the Registrant |
|---|
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
UNITED PARKS & RESORTS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11.
April 29, 2024
Dear Fellow Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of United Parks & Resorts Inc. (the “Annual Meeting”) to be held on Thursday, June 13, 2024 at 11:00 a.m., Eastern Daylight Saving Time. For your convenience, we are pleased that the Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/PRKS2024.
As permitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of the Annual Meeting and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about April 29, 2024 to our stockholders of record at the close of business on April 15, 2024. The notice contains instructions on how to access our Proxy Statement and 2023 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice.
Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by telephone or by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.
Thank you for your continued support of United Parks & Resorts Inc.
Sincerely,
Scott Ross
Chairperson of the Board of Directors
Marc Swanson
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2024
Notice is hereby given that the 2024 Annual Meeting of Stockholders of United Parks & Resorts Inc. (the “Annual Meeting”) will be held on Thursday, June 13, 2024 at 11:00 a.m., Eastern Daylight Saving Time. You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/PRKS2024. You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The Annual Meeting will be held for the following purposes:
(1)
To elect the ten director nominees listed herein.
(2)
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024.
(3)
To approve, in a non-binding advisory vote, the compensation paid to the named executive officers.
(4)
To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
Stockholders of record at the close of business on April 15, 2024 are entitled to notice of, and to vote at, the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held at that time. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 6240 Sea Harbor Drive, Orlando, Florida 32821.
You have three options for submitting your vote before the Annual Meeting:
Internet, through computer or mobile device such as a tablet or smartphone;
Telephone; or
Mail.
Please vote as soon as possible to record your vote promptly, even if you plan to attend the Annual Meeting via the Internet.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, June 13, 2024: The Proxy Statement and 2023 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2023, are available atwww.proxyvote.com.
By Order of the Board of Directors,
G. Anthony (Tony) Taylor
Corporate Secretary
April 29, 2024
TABLE OF CONTENTS
| Page | |
|---|---|
| General Information | 1 |
| Proposal No. 1 –– Election of Directors | 5 |
| Nominees for Election to the Board of Directors in 2024 | 5 |
| Board Skills and Diversity | 9 |
| The Board of Directors and Certain Governance Matters | 10 |
| Engagement with Stockholders | 10 |
| Communications with the Board | 10 |
| Director Independence and Independence Determinations | 11 |
| Board Structure | 11 |
| Board Committees and Meetings | 11 |
| Committee Membership | 12 |
| Audit Committee | 12 |
| Compensation Committee | 13 |
| Nominating and Corporate Governance Committee | 14 |
| Revenue Committee | 14 |
| Special Committees | 14 |
| Oversight of Risk Management | 14 |
| Executive Sessions | 15 |
| Committee Charters and Corporate Governance Guidelines | 15 |
| Code of Conduct | 15 |
| Director Nomination Process | 16 |
| Executive Officers of the Company | 17 |
| Proposal No. 2—Ratification of Independent Registered Public Accounting Firm | 21 |
| Audit and Non-Audit Fees | 22 |
| Report of the Audit Committee | 23 |
| Proposal No. 3—Non-Binding Vote on Executive Compensation | 24 |
| Report of the Compensation Committee | 25 |
| Executive Compensation | 26 |
| Pay vs. Performance | 47 |
| Director Compensation for Fiscal 2023 | 51 |
| Ownership of Securities | 55 |
| Delinquent Section 16(a) Reports | 56 |
| Transactions with Related Persons | 56 |
| Stockholder Proposals for the 2025 Annual Meeting | 59 |
| Householding of Proxy Materials | 59 |
| Other Business | 60 |
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.