United Parks & Resorts (PRKS) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for September 3, 2025, to vote on a proposal authorizing additional share repurchases, with specific limitations on the ownership percentage of Hill Path Capital LP.

• The Board recommends approval of the share repurchase proposal, which would allow up to $500 million in aggregate repurchases, provided Hill Path's ownership does not reach or exceed 70% (excluding non-voting derivatives).

• Only disinterested stockholders (excluding Hill Path, its affiliates, and certain derivative counterparties) are eligible to vote on the proposal.

• The proposal follows a prior $500 million repurchase program, nearly completed, and extensive review by a special committee of independent directors.

Voting matters and shareholder proposals

• The sole item for vote is the Share Repurchase Proposal, requiring majority approval from disinterested stockholders.

• Abstentions and failures to vote will have the same effect as a vote against the proposal.

• Stockholders can vote online, by phone, or by mail, and may revoke proxies before the meeting.

• Proposals for the 2026 annual meeting must be submitted by December 31, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• A special committee of independent directors was formed to evaluate the repurchase proposal, including its impact on governance and shareholder interests.

• The Board, after considering the committee's recommendation and advice from legal and financial advisors, determined the proposal is in the best interests of the company and disinterested stockholders.

• The Board retains flexibility to implement repurchases up to the authorized amount, with oversight to ensure Hill Path's ownership does not exceed the set threshold.