Six Flags Entertainment Corporation

1. 1

   Elect three Class II directors for a three-year term expiring in 2029

   ManagementBoard: FOR

   Elect Richard Haddrill, Chieh Huang, and Marilyn Spiegel as Class II directors to serve three-year terms expiring in 2029.

2. 2

   Confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

3. 3

   Advisory approval of executive compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers (the “say-on-pay” vote).

   More detail

   This is a non-binding "say-on-pay" proposal asking stockholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers for 2025. Management is seeking approval to validate a compensation program that the People, Culture & Compensation Committee designed to emphasize long-term alignment with stockholder interests through performance-based awards (including multi-year PSUs tied to free cash flow and stock-price-based PSU goals for the new CEO), time-based restricted stock, and retention bonuses to support executive continuity during the CEO transition. The request arrives in the context of a recent merger-of-equals (July 1, 2024), a challenging 2025 operating year with missed Modified EBITDA targets, a CEO transition in December 2025, and significant equity and severance actions tied to those events; these factors affect pay-for-performance optics and the Company’s near-term incentive outcomes. Management argues the program balances short- and long-term incentives, includes clawback policies and ownership guidelines, and that the Compensation Committee used independent consultants and peer benchmarking to set targets. Opposing investor views (not explicitly presented in the filing) are likely to focus on pay versus realized performance in 2025, retention awards given after weak results, and the magnitude of new-hire and change-in-control protections for senior executives. The Board’s recommendation emphasizes alignment and retention as necessary for executing the integration and turnaround strategy, while noting the advisory nature of the vote—meaning it will not change pay contracts directly but will inform future compensation decisions. Given the merger, legacy award conversions, and recent executive departures and severance payments, an informed assessment should weigh the structural design of incentives, the specific performance metrics and vesting conditions, the degree to which realized pay reflected company performance in 2025, and the potential governance implications of substantial retention and new-hire equity grants. The Compensation Committee indicates it will consider the voting outcome when setting future compensation, so the advisory vote serves as a governance signal to the Board on shareholder acceptance of current pay design and discretion.

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When is the Six Flags Entertainment Corporation 2026 annual meeting?

Six Flags Entertainment Corporation (FUN) holds its 2026 annual shareholder meeting on Tuesday, May 26, 2026.

What is the record date for the Six Flags Entertainment Corporation 2026 meeting?

The record date for the Six Flags Entertainment Corporation 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Six Flags Entertainment Corporation's 2026 meeting?

The board is presenting 3 director nominees at the Six Flags Entertainment Corporation 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Six Flags Entertainment Corporation 2026 meeting?

Shareholders will vote on 3 proposals at the Six Flags Entertainment Corporation 2026 meeting, each tagged with who proposed it and the board's recommendation.