United Parks & Resorts (PRKS) Proxy Filing summary

Executive summary

• A special meeting is called to seek approval for a new $500 million share repurchase program, with the condition that Hill Path Capital LP's ownership does not reach or exceed 70% of outstanding shares, excluding non-voting derivatives.

• Only disinterested stockholders (excluding Hill Path and affiliates) may vote on the proposal, and their approval is required for implementation.

• The Board recommends voting in favor, citing flexibility, undervaluation of shares, and tax advantages as key reasons.

• The Board and a Special Committee, with independent advisors, evaluated the proposal's risks and benefits, including liquidity, control, and capital allocation impacts.

Voting matters and shareholder proposals

• The sole agenda item is the Share Repurchase Proposal, granting the Board authority for additional buybacks under the specified ownership cap.

• Abstentions and non-votes count as votes against the proposal.

• Voting can be done online, by phone, or by mail, and proxies can be revoked before the meeting.

• Stockholder proposals for the 2026 annual meeting must be submitted by December 31, 2025, for inclusion.

Board of directors and corporate governance

• A Special Committee of independent directors was formed to evaluate the repurchase proposal, with legal and financial advisors engaged.

• The Board considered input from non-Hill Path stockholders and determined the repurchase would not impair liquidity or solvency.

• The Board retains flexibility to halt or modify the program if circumstances change.