Proxy Statement - Form DEF 14A

DEF 14A

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.

6240 Sea Harbor Drive

Orlando, Florida 32821

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

6240 Sea Harbor Drive

Orlando, Florida 32821

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 visiting www.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:

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:

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 at www.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

6240 Sea Harbor Drive

Orlando, Florida 32821

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2024

General Information

Why am I being provided with these materials?

We have made these proxy materials available to you via the Internet or, upon your request, have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by the Board of Directors (the "Board" or "Board of Directors") of United Parks & Resorts Inc. (the "Company") of proxies to be voted at our Annual Meeting of Stockholders to be held on June 13, 2024 ("Annual Meeting"), and at any postponements or adjournments of the Annual Meeting. D.F. King & Co., directors, officers and other Company employees also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. You are invited to attend the Annual Meeting and vote your shares via the Internet in accordance with the instructions at www.virtualshareholdermeeting.com/PRKS2024.

What am I voting on?

There are three proposals scheduled to be voted on at the Annual Meeting:

Who is entitled to vote?

Stockholders as of the close of business on April 15, 2024 (the "Record Date") may vote at the Annual Meeting. As of that date, there were 63,222,811 shares of common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:

What constitutes a quorum?

The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by "broker non-votes" that are present and entitled to vote are also counted for purposes of determining a quorum. However, as described below under "How are votes counted?", if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a "broker non-vote").

What is a "broker non-vote"?

A broker non-vote occurs when shares held by a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at his/her discretion. Under current New York Stock Exchange interpretations that govern broker non-votes, each of the Nominee Proposal and Say-on-Pay Proposal are considered non-discretionary matters and a broker will lack the authority to vote shares at their discretion on such proposals. The Ratification Proposal is considered a discretionary matter and a broker will be permitted to exercise their discretion.

How many votes are required to approve each proposal?

With respect to the election of the Nominee Proposal, each director is elected at the Annual Meeting by the vote of the majority of the votes cast with respect to such director's election, which means that the number of votes cast "for" a director's election must exceed the number of votes cast "against" that director's election. If any incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, our bylaws require that such person offer to tender his or her resignation to the Board and that the Nominating and Corporate Governance Committee make a recommendation to the Board on whether to accept or reject such resignation or whether other action should be taken.

With respect to the Ratification Proposal and the Say-on-Pay Proposal, approval of each proposal requires a vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the proposal.

While the Say-on-Pay Proposal is advisory in nature and non-binding, the Board will review the voting results and expects to take it into consideration when making future decisions regarding executive compensation.

How are votes counted?

With respect to the Nominee Proposal, you may vote "FOR", "AGAINST" or "ABSTAIN". Abstentions and broker non-votes will have no effect on the outcome of the Nominee Proposal.

With respect to the Ratification Proposal, you may vote "FOR", "AGAINST" or "ABSTAIN". Abstentions will be counted as a vote "AGAINST" the Ratification Proposal.

With respect to the Say-on-Pay Proposal, you may vote "FOR", "AGAINST" or "ABSTAIN". Abstentions will be counted as a vote "AGAINST" the Say-on-Pay Proposal. Broker non-votes will have no effect on the outcome of the Say-on-Pay Proposal.

If you just sign and submit your proxy card without voting instructions, your shares will be voted "FOR" each director nominee listed herein and "FOR" the other proposals as recommended by the Board and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

Who will count the vote?

Representatives of Broadridge Investor Communications Services ("Broadridge") will tabulate the votes, and representatives of Broadridge will act as inspectors of election.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

How can I attend and vote at the Annual Meeting?

We will be hosting the Annual Meeting live via audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/PRKS2024. If you were a stockholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost. We believe that holding the Annual Meeting online provides the opportunity for participation by a broader group of stockholders while reducing environmental impacts and the costs associated with planning, holding and arranging logistics for in-person meeting proceedings.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We will take the following steps to ensure such an experience:

How can I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:

If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Daylight Saving Time on June 12, 2024 for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards with respect to shares held of record or in street name must be received no later than June 12, 2024.

What does it mean if I receive more than one Notice on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each Notice you receive.

May I change my vote or revoke my proxy?

You may change your vote and revoke your proxy at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), by providing a written notice of revocation to the Company's Corporate Secretary at United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821 prior to your shares being voted, or by attending the Annual Meeting via the Internet and voting. Attendance at the meeting via the Internet will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee following the instruction it has provided, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting via the Internet and voting.

Could other matters be decided at the Annual Meeting?

At the date this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.

If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. The Company has also retained D.F. King & Co. to assist with the solicitation of proxies for a fee not to exceed $8,000, plus reimbursement for out-of-pocket expenses.

Proposal No. 1-Election of Directors

The entire Board will be elected at the 2024 Annual Meeting of Stockholders.

The Company entered into a stockholders agreement with Hill Path Capital LP ("Hill Path") that became effective May 29, 2019 and which was amended on February 27, 2024 and approved by the Company's stockholders on March 25, 2024 (the "Stockholders Agreement"). Under the Stockholders Agreement, for so long as Hill Path owns at least 5% of the Company's outstanding common stock, it will have the right to designate a number of individuals as directors (the "Hill Path Designees") in proportion to its share ownership (rounded up or down as applicable to the nearest whole number), provided that the maximum number of Hill Path Designees shall not exceed three. Currently, Hill Path owns approximately 43.0% of the Company's outstanding common stock and accordingly, is entitled to designate up to three Hill Path Designees to the Board. Two directors designated by Hill Path may be affiliated with Hill Path and, subject to the independence standards of the New York Stock Exchange, there shall be one Hill Path Designee on each committee of the Board, as determined by Hill Path and subject to the approval of the Nominating and Corporate Governance Committee. Scott Ross and James Chambers are the current Hill Path Designees.

Based on the recommendation of our Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated the following slate of nominees for a one-year term expiring in 2025: Ronald Bension, James Chambers, William Gray, Timothy Hartnett, Nathaniel Lipman, Yoshikazu Maruyama, Thomas E. Moloney, Neha Jogani Narang, Scott Ross and Kimberly Schaefer. Unless otherwise instructed, the persons named in the form of proxy card (the "proxyholders") attached to this proxy statement intend to vote the proxies held by them for the election of Ronald Bension, James Chambers, William Gray, Timothy Hartnett, Nathaniel Lipman, Yoshikazu Maruyama, Thomas E. Moloney, Neha Jogani Narang, Scott Ross and Kimberly Schaefer. If any of the nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

Nominees for Election to the Board of Directors in 2024

The following information describes the offices held, other business directorships of each director nominee and their ages as of the record date. In addition, each of our director nominees maintains a significant ownership interest in the Company in accordance with our stock ownership policy for directors, which is described below under "Director Compensation for Fiscal 2023―Stock Ownership Guidelines." Beneficial ownership of equity securities of the director nominees is shown under "Ownership of Securities" below.

Nominees for Election:
Name		Age		Principal Occupation and Other Information
Scott Ross Committees Compensation (Chair) Nominating and Corporate Governance Revenue		44		Scott Ross has been a director of the Company since November 2017 and has served as Chairman of the Board since July 2019. Mr. Ross is the Founder and Managing Partner of Hill Path Capital LP, a private investment firm. Prior to founding Hill Path, Mr. Ross served as a Partner at Apollo Global Management LLC ("Apollo"), a firm he joined in 2004, where he focused on private equity and debt investments in the lodging, leisure, entertainment, consumer and business services sectors. Prior to that, Mr. Ross was a member of the Principal Investment Area in the Merchant Banking Division of Goldman, Sachs & Co. and a member of the Principal Finance Group in the Fixed Income, Currencies, and Commodities Division of Goldman, Sachs & Company. Mr. Ross was employed by Shumway Capital Partners from August 2008 to September 2009. Mr. Ross previously served on the board of directors of Diamond Eagle Acquisition Corp., Great Wolf Resorts, Inc., EVERTEC, Inc. and CEC Entertainment, Inc. (parent company of Chuck E. Cheese's and Peter Piper Pizza). Mr. Ross graduated magna cum laudefrom Georgetown University in 2002 with a B.A. degree in Economics and was elected to Phi Beta Kappa.

Ronald Bension Committees Revenue		69		Ronald Bension has been a director of the Company since April 2016. Mr. Bension has served as President and Chief Executive Officer of ASM Global since March 2021. ASM Global is a leading provider of innovative venue services and live experiences with a portfolio of more than 325 venues on five continents including arenas, stadiums, convention and exhibition centers, and performing arts venues. Prior to joining ASM Global, Mr. Bension was with Live Nation Entertainment, Inc. for 10 years serving as President of Venue Nation where he oversaw the operation of 120 clubs, theaters, and amphitheaters around the country. Before joining Live Nation, Mr. Bension held principal roles as Chief Executive Officer of TicketsNow.com, Gameworks, LLC and Tickets.com. Mr. Bension also served as Chairman and Chief Executive Officer of Universal Studios Recreation Group, a unit of Universal Studios, from 1990 to 1996, where he oversaw their multi-billion dollar expansion programs in Hollywood, Orlando and Osaka, Japan. He currently serves as a Trustee at Art Center College of Design in Pasadena and holds a Bachelor of Science in Criminal Justice from California State University, Los Angeles.
James Chambers Committees Compensation Nominating and Corporate Governance (Chair) Revenue		38		James Chambers has been a director of the Company since June 2019. Mr. Chambers has been a Partner at Hill Path Capital LP, since 2016. From 2009 to 2016, Mr. Chambers was a Principal at Apollo where he worked on a wide range of transactions across a variety of industries. Prior to Apollo, Mr. Chambers was an analyst in the Consumer Retail Group in the Investment Banking Division of Goldman Sachs & Co. Mr. Chambers has served on the board of directors of Dave & Buster's Entertainment, Inc. since December 2020. Mr. Chambers has previously served on the board of directors of Great Wolf Resorts, Inc., CEC Entertainment Inc. (the parent company of Chuck E. Cheese's), Principal Maritime Tankers Corp. and Principal Chemical Carriers, LLC. Mr. Chambers graduated from Duke University in 2007 with a B.A. in Political Science and a Certificate in Markets and Management.
William Gray Committees Audit Nominating and Corporate Governance Revenue		72		William Gray has been a director of the Company since December 2014. He currently serves as Co-Founder and Executive Director of Hulls Highway Consulting, a Connecticut-based consulting company, which he co-founded in 2011. Mr. Gray has been a Senior Advisor to The Blackstone Group Inc. since 2010. Mr. Gray served as Co-Chief Executive Officer and Vice Chairman of Ogilvy North America of Ogilvy & Mather Worldwide from 2005 to 2009. Mr. Gray served as the President of Ogilvy Mather Advertising New York from 1997 to 2005. He joined Ogilvy & Mather, Inc. in 1978 as an Assistant Account Executive. Mr. Gray served on the boards of Crocs, Inc. from 2018 to 2020, Harleysville Group Insurance from 2007 to 2011, HealthMarkets, Inc. from 2013 to 2019, the board of trustees of The Century Family of Mutual Funds from 2006 to 2018 and the board of directors of Zinio Publishing Group from 2011 to 2014. He has also been a trustee of the New York Public Library since 1997. He received his MBA from the University of Virginia's Darden School and a BA from Harvard College.
Timothy Hartnett Committees Audit		58		Timothy Hartnett has been a director of the Company since December 2020. Mr. Hartnett has served as Chief Executive Officer of New Roc Management, a consulting firm focused on providing asset management and operational services and advice to a high net worth family since 2018. Mr. Hartnett has also served as Chief Executive Officer of White Fall Advisors, a consulting firm focused on providing financial and operational advice to various entities since 2016. From 2013 to 2016, Mr. Hartnett served as the Chief Executive Officer of HRS Management, a family office. Prior to that, Mr. Hartnett served as a Global Private Equity leader and held various other roles of increasing responsibility at PricewaterhouseCoopers during his tenure from 1998 to 2013. Mr. Hartnett received a B.A. in Accounting from Boston College, an M.B.A. in Finance from Columbia Business School and is a Certified Public Accountant (inactive).

Nathaniel Lipman Committees Audit Nominating and Corporate Governance		59		Nathaniel J. Lipman has been a director of the Company since January 2024. Mr. Lipman served as Executive Chairman of CX Loyalty Holdings, Inc. ("CX Loyalty"), formerly known as Affinion Group Holdings, Inc. from 2012 until November 2015, and as President and Chief Executive Officer from October 2005 (when CX Loyalty was formed through the purchase of assets from Cendant Corporation ("Cendant") by a coalition of certain selected management from Cendant Marketing Services Division and Apollo Management L.P.) to 2012. Mr. Lipman continues to actively serve as Senior Advisor to CX Loyalty since 2015. Mr. Lipman joined Cendant in June 1999 as Senior Vice President, Corporate Development and Strategic Planning. After a series of increasing responsibilities in business development and marketing, Mr. Lipman served as President and Chief Executive Officer of Cendant's domestic membership business, Trilegiant, from 2002 to April 2004, and served as President and Chief Executive Officer of the Cendant Marketing Services Division from April 2004 to 2005. Prior to that, Mr. Lipman served as Executive Vice President, Strategic Development of Planet Hollywood, Inc. from 1996 to 1999. Prior to that, Mr. Lipman served as General Counsel of House of Blues Entertainment, Inc. from 1995 to 1996. Prior to that, Mr. Lipman served as Senior Corporate Counsel of The Walt Disney Company from 1993 to 1995. Mr. Lipman began his career as Corporate Associate at Skadden, Arps, Slate, Meagher and Flom from 1989 to 1993 where he focused on mergers and acquisitions and corporate finance. Mr. Lipman also serves on the boards of Trusted Media Brands, Inc. since 2018, and Apollo Aligned Alternatives, Inc. since June 2022. Mr. Lipman also served as an Observer to the board of directors of PLBY Group, Inc. from 2022 to 2023. Prior to that, Mr. Lipman served as Chairman of the board of directors of FTD.com in 2021 and previously serving as a Senior Advisor to FTD.com from 2019 to 2021. Mr. Lipman also served on the boards of Diamond Resorts International, Inc. from 2017 to 2021, Apollo Strategic Growth Capital II, Inc. from 2021 to 2023, Redbox Automated Holdings, LLC from 2016 to 2021, Exela Technologies, Inc. from 2017 to 2019, Walker Innovation, Inc. from 2013 to 2019, Novitex Enterprises, Inc. from 2013 to 2017, Evertec, Inc. from 2010 to 2013, Walker Digital Holdings, LLC in 2013, RDA Holdings, Inc. from 2013 to 2018, and Netmarket Group, Inc. from 2000 to 2003. Mr. Lipman also served as a Special Advisor to Upside Travel Group, LLC from 2016 to 2017 where he was a founding member of the board of managers from 2015 to 2016. Mr. Lipman received his B.A. from UC Berkeley and his Juris Doctorate from UCLA.
Yoshikazu Maruyama Committees Compensation Revenue (Chair)		53		Yoshikazu Maruyama has been a director of the Company since June 2017 and served as Chairman of the Board from September 2017 until July 2019. Since May 2019, Mr. Maruyama has served as Chief Executive Officer and director of TOCA Football, Inc., a California-based, global soccer experiences company. Prior to that, he provided consulting services in the leisure industry, including to Zhonghong Zhuoye Group Co., Ltd., a real estate development and diversified leisure and tourism company in Asia from March 2017 to April 2018. Prior to that, Mr. Maruyama served as Global Head of Location Based Entertainment for DreamWorks Animation SKG, where he served from August 2010 until March 2017. From June 2004 to January 2009, he served as Chief Strategy Officer and was elected to the Board of Directors of USJ Co., Ltd, owner and operator of Universal Studios Japan theme park. Mr. Maruyama held multiple positions at Universal Parks and Resorts from June 1995 to June 2004, including as Senior Vice President of International Business Development and Vice President of Strategic Planning. Mr. Maruyama also served as a Financial Analyst at J.P. Morgan & Co. from July 1992 to June 1995. Mr. Maruyama holds a Bachelor of Science degree in Operations Research from Columbia University. Mr. Maruyama also serves on the board of Make-A-Wish Greater Los Angeles, a nonprofit organization.

Thomas E. Moloney Committees Audit (Chair) Compensation		80		Thomas E. Moloney has been a director of the Company since January 2015. Mr. Moloney served as the interim Chief Financial Officer of MSC-Medical Services Company ("MSC") from December 2007 to March 2008. He retired as the Senior Executive Vice President and Chief Financial Officer of John Hancock Financial Services, Inc. in December 2004. He had served in that position since 1992. Mr. Moloney served in various other roles at John Hancock Financial Services, Inc. during his tenure from 1965 to 1992, including Vice President, Controller, and Senior Accountant. Mr. Moloney also previously served as a director of MSC from 2005 to 2012. Mr. Moloney also served on the Board of Directors of Genworth Financial, Inc. from 2009 to 2021. Mr. Moloney is on the boards of Nashoba Learning Group and the Boston Children's Museum (past Chairperson), both non-profit organizations. Mr. Moloney formerly served on the boards of Manulife International Board (Singapore), Nypro, Inc., 5 Star Life Insurance Company, and Shawmut Design and Construction Company. Mr. Moloney received a B.A. in Accounting from Bentley University and holds an Executive Masters Professional Director Certification (Silver Level) from the American College of Corporate Directors.
Neha Jogani Narang Committees Revenue		40		Neha Jogani Narang has served as a director of the Company since November 2019. Ms. Narangwas most recently the interim Chief Marketing Officer forRoblox Corporation, a global platform for immersive experiences and user generated content where she led marketing from 2021 through March 2024. Prior to that, she served as the Chief Marketing Officer at Hello Mobile, Inc. d/b/a True, an early-stage private social app, from November 2020 through April 2021 and continued to serve as an advisor to the company until August 2021. Ms. Narang also founded G2M Consulting, LLC where she has been supporting companies as a marketing expert and fractional Chief Marketing Officer since 2018. Prior to that, Ms. Narang was a marketing leader at Facebook from 2011 to 2017, where she most recently led Global Developer Marketing and Consumer Product Marketing. Prior to joining Facebook, Ms. Narang was a consultant at The Boston Consulting Group from 2010 to 2011 and was a consultant at Cornerstone Research from 2005 to 2008. Ms. Narang holds a Master of Business Administration from Stanford University Graduate School of Business and a bachelor's degree from University of Southern California. Ms. Narang also serves on the Board of Directors of the Boys and Girls Clubs of San Francisco, a nonprofit organization.

Kimberly Schaefer Committees Audit Revenue		58		Kimberly Schaefer has been a director of the Company since December 2020. Ms. Schaefer has served as Chief Executive Officer and a director of Alpine Acquisition Corporation, a Delaware blank Check company, since February 2021 and August 2021, respectively. Since 2020, Ms. Schaefer has been the Chief Executive Officer of Two Bit Circus, Inc., an experiential entertainment company, previously serving as President from 2017 to 2019 and as a consultant from 2015 to 2016. She has also served as an Advisor to Alpine Consolidated since 2018. From 2009 to 2015, Ms. Schaefer served as Chief Executive Officer and a director of Great Wolf Resorts, Inc. Prior to being appointed their Chief Executive Officer, Ms. Schaefer served as Chief Operating Officer/Chief Brand Officer from 2005 to 2008. Ms. Schaefer has served on the boards of Hall of Fame Resort & Entertainment since July 2020 and Luxurban Hotels Inc. since March 2024. Ms. Schaefer formerly served on the board of Education Realty Trust from 2016 to 2018. Ms. Schaefer graduated from Edgewood College with a B.A. in Accounting and is a Certified Public Accountant (inactive).

Board Skills and Diversity

Our Board of Directors is highly talented and diverse. The following matrix provides information regarding the members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to our business or industry. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE

ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

The Board of Directors and Certain Governance Matters

Our Board manages or directs the business and affairs of the Company, as provided by Delaware law, and conducts its business through meetings of the Board and four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Revenue Committee and such other special or ad hoc committees as it determines appropriate from time-to-time.

Our Board evaluates the Company's corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company's current business environment and aligning our governance practices closely with the interests of our stockholders. The Company has adopted a majority voting standard for director elections and all directors are elected annually.

Engagement withStockholders

Our Board and management value the perspectives of our stockholders and work to provide our stockholders with continuous and meaningful engagement. During 2023, outreach to our stockholders was a priority for our Board of Directors and management team. We held one-on-one meetings with stockholders and potential investors from the United States as well as overseas. In addition, we have calls with stockholders on a regular basis, review correspondence submitted by stockholders to management and/or the Board and have discussions with proxy advisory services on various topics including implementing best practices in executive compensation and corporate governance. The Board and its committees received regular feedback on these meetings.

Our Board has also proactively taken steps to continue to ensure best governance practices, refresh its membership, and deepen its relevant experience, including:

Our Board and management value the perspectives of our stockholders and work to provide our stockholders with continuous and meaningful engagement. Consistent with our approach of proactively engaging stockholders, in the second half of 2023 and during the first quarter of 2024, we continued our strategic stockholder engagement program with investors focused on compensation and governance issues. Various members of management, the Compensation Committee and the Compensation Committee's independent compensation consultant participated in calls with stockholders. Through this process, we reached out to stockholders that we believe represent our top 20 largest stockholders, representing greater than 85% of our outstanding shares. We engaged with stockholders representing over 60% of our outstanding shares, including seven of our top ten largest stockholders. Our largest stockholder has two representatives on our Compensation Committee and one of its representatives serves as Chairman of the Compensation Committee.

Communications with the Board

As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of the Board, including the chairperson of the Audit, Compensation, Nominating and Corporate Governance or Revenue Committees or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the General Counsel of the Company, 6240 Sea Harbor Drive, Orlando, Florida 32821. Such communications may be done confidentially or anonymously.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries.

The Board has established guidelines of director independence to assist it in making independence determinations, which conform to the independence requirements in the NYSE listing standards. In addition to applying these guidelines, which are set forth in our Corporate Governance Guidelines (which may be found on the Corporate Governance page of the Investor Relations section on our website at www.unitedparks.com), the Board of Directors will consider all relevant facts and circumstances in making an independence determination. The Board's policy is to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the independence guidelines, the Board will determine in its judgment whether such relationship is material.

The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that each of Messrs. Ross, Bension, Chambers, Gray, Hartnett, Lipman, Maruyama, Moloney, and Mmes. Narang and Schaefer is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and for purposes of applicable NYSE standards, including with respect to committee service. Our Board has also determined that each member of our Audit Committee (Messrs. Gray, Hartnett, Lipman and Moloney and Ms. Schaefer) is "independent" for purposes of NYSE listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that each member of our Compensation Committee (Messrs. Ross, Chambers, Maruyama and Moloney) is "independent" for purposes of NYSE listing standards and Section 10C(a)(3) of the Exchange Act.

Board Structure

In July 2019, the Board elected Mr. Scott Ross to serve as Non-Executive Chairman of the Board. Our Corporate Governance Guidelines provide for the position of Lead Director whenever the Chairman of the Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an independent director, or the Board otherwise determines it is appropriate to elect a Lead Director. In accordance with our Corporate Governance Guidelines, the Lead Director is responsible for helping to assure appropriate oversight of Company management by the Board and optimal functioning of the Board. The independent directors elect the Lead Director from among the independent directors. A more complete description of the role of Lead Director is set forth in our Corporate Governance Guidelines. In June 2022, the Board elected Mr. Timothy Hartnett to serve as Lead Director of the Board. The Chief Executive Officer position is separate from the Chairman position. In May 2021, the Board appointed Marc G. Swanson to serve as Chief Executive Officer of the Company.

Our Board believes that this leadership structure is appropriate for us at this time as this structure encourages the free and open dialogue of competing views and provides for strong checks and balances.

Board Committeesand Meetings

The following table summarizes the current membership of each of the Board's standing committees as of April 15, 2024.

		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee		Revenue Committee
Scott Ross				X, Chair		X		X
Ronald Bension								X
James Chambers				X		X, Chair		X
William Gray		X				X		X
Timothy Hartnett		X						
Nathaniel Lipman		X				X
Yoshikazu Maruyama				X				X, Chair
Thomas E. Moloney		X, Chair		X				
Neha Jogani Narang								X
Kimberly Schaefer		X						X

All directors are expected to make every effort to attend meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. Seven of the directors then on the Board attended the Company's 2023 Annual Meeting of Stockholders. Our Board is active and engaged and holds a significant number of Board and committee meetings as well as informal working sessions during the course of the year. During 2023, the Board held 23 meetings, and together with Board committees, held 60 meetings. This includes: (i) 16 Audit Committee meetings; (ii) 2 Nominating and Corporate Governance Committee meetings; (iii) 6 Compensation Committee meetings; and 13 meetings held by other committees. The Company believes that this number of Board and committee meetings is significantly greater than the number of Board and committee meetings held at most other similar public companies. Each board member attended a significant number of Board and committee meetings, and the Company believes that each member had a significant beneficial impact on the Company that would equal or exceed that of typical members of the board of directors of other similar public companies. Two incumbent members of the Board (Mr. Bension and Ms. Narang) attended a significant number of meetings, in both cases more than 16 meetings in total, but fewer than 75% of the aggregate number of meetings of the Board and Board committees on which such director served during 2023. Given the high number of Board and committee meetings held by the Company during the year, we do not believe that 75% attendance is a meaningful measure of their board engagement.

Committee Membership

Audit Committee

All members of the Audit Committee are "independent," consistent with our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board has determined that each of the members of the Audit Committee is "financially literate" within the meaning of the listing standards of the NYSE. In addition, our Board has determined that each of Messrs. Moloney, Hartnett and Lipman and Ms. Schaefer qualify as an audit committee financial expert as defined by applicable U.S. Securities and Exchange Commission (the "SEC") regulations. The Board reached its conclusion as to Mr. Moloney's qualification based on, among other things, Mr. Moloney's previous experience as the Chief Financial Officer of John Hancock Financial Services. The Board reached its conclusion as to Mr. Hartnett's qualification based on, among other things, Mr. Hartnett's experience at PricewaterhouseCoopers and the fact that he is a Certified Public Accountant though currently inactive. The Board reached its conclusion as to Mr. Lipman's qualification based on, among other things, Mr. Lipman's previous experience as Chief Executive Officer of a publicly traded company, as well as his service on the audit committees of various public and private companies, including as chair, and his previous experience in the financial services sector. The Board reached its conclusion as to Ms. Schaefer's qualification based on, among other things the fact that Ms. Schaefer is a Certified Public Accountant, though currently inactive, and her previous experience as Chief Executive Officer of a publicly traded company. During the course of 2023, our Audit Committee consisted of Messrs. Gray, Hartnett and Moloney and Ms. Schaefer, with Mr. Moloney serving as Chair of the Audit Committee. Mr. Lipman joined the Audit Committee on January 2, 2024.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found at www.unitedparks.comunder Investor Relations: Corporate Governance: Governance Documents: Audit Committee Charter, and include the following:

With respect to our reporting and disclosure matters, the responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements prior to inclusion in our Annual Report on Form 10-K and our quarterly financial statements prior to inclusion in our quarterly reports on Form 10-Q or other public dissemination in accordance with applicable rules and regulations of the SEC.

On behalf of the Board, the Audit Committee plays a key role in the oversight of the Company's risk management policies and procedures. See "Oversight of Risk Management" below.

CompensationCommittee

All members of the Compensation Committee are "independent," consistent with our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and compensation committees in particular. During the course of 2023, our Compensation Committee consisted of Messrs. Chambers, Maruyama, Moloney and Ross, with Mr. Ross serving as Chair of the Compensation Committee.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found at www.unitedparks.comunder Investor Relations: Corporate Governance: Governance Documents: Compensation Committee Charter, and include the following:

With respect to our reporting and disclosure matters, the responsibilities and duties of the Compensation Committee include overseeing the preparation of the Compensation Discussion and Analysis and recommending to the Board its inclusion in our annual proxy statement or Annual Report on Form 10-K in accordance with applicable rules and regulations of the SEC. The charter of the Compensation Committee permits the Compensation Committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more officers of the Company the authority to make awards to any non-Section 16 officer of the Company under the Company's incentive-compensation or other equity-based plan, subject to compliance with the plan and the laws of the state of the Company's jurisdiction. The Compensation Committee has formed a Rule 16b-3 Subcommittee which consists of Messrs. Moloney and Maruyama to approve certain transactions between the Company and its officers or directors in compliance with Rule 16b-3 under the Exchange Act.

For additional information about our processes and procedures for the consideration and determination of our executive and director compensation, including the role of the Compensation Committee's independent compensation consultant and the role of executive officers in determining executive compensation, see "Executive Compensation―Compensation Discussion and Analysis" and "Executive Compensation―Director Compensation for Fiscal 2023".

Nominating and Corporate Governance Committee

All members of the Nominating and Corporate Governance Committee are "independent," consistent with our Corporate Governance Guidelines and the applicable NYSE listing standards. During the course of 2023, our Nominating and Corporate Governance Committee consisted of Messrs. Chambers, Gray and Ross, with Mr. Chambers serving as Chair of the Nominating and Corporate Governance Committee. Mr. Lipman joined the Nominating and Corporate Governance Committee on January 2, 2024. The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found at www.unitedparks.comunder Investor Relations: Corporate Governance: Governance Documents: Nominating and Corporate Governance Committee Charter, and include the following:

Revenue Committee

During 2023, the Revenue Committee consisted of Messrs. Bension, Chambers, Gray, Maruyama, and Ross, and Mmes. Narang and Schaefer, with Mr. Maruyama serving as Chair of the Revenue Committee. The duties and responsibilities of the Revenue Committee are set forth in its charter, and include the following:

Special Committees

From time to time the Board may form and appoint members to special committees with responsibility to address topics designated at the time of such committee formation.

Oversight of Risk Management

The Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by management and through the Board's committees. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. Each of the other Board committees considers risks related to matters within the scope of its responsibilities as part of its regular meeting agendas, and the committee chairs report to the full Board regarding matters considered by their committees following each committee meeting. In addition, our Board receives periodic detailed operating performance reviews from management.

Compensation Committee Risk Assessment

With the assistance of W.T. Haigh & Company, Inc. ("Haigh"), the Compensation Committee's independent compensation consultant, the Compensation Committee conducted a comprehensive compensation risk assessment. The assessment focused on the design and application of the Company's executive and non-executive compensation programs and whether such programs encourage excessive risk taking by executive officers and other employees. Based on the outcomes of this assessment, the Compensation Committee believes, and Haigh concurs, that the Company's compensation programs (i) do not motivate our executive officers or our nonexecutive employees to take excessive risks, (ii) are designed to encourage behaviors aligned with the long-term interests of stockholders, and (iii) are not reasonably likely to have a material adverse effect on the Company.

Cybersecurity Risk

We recognize the critical importance of maintaining the safety and security of our systems and data and have a holistic process for overseeing and managing cybersecurity and related risks, which includes engagement with both senior management and the Board. Our Board is responsible for overseeing our enterprise risk management activities in general, including those related to cybersecurity, and each of our Board committees assists the Board in the role of risk oversight. The full Board receives an update on our risk management process and the risk trends related to cybersecurity at least annually. Further, the Audit Committee specifically assists the Board in its oversight of risks related to cybersecurity. To help ensure effective oversight, the Audit Committee receives reports on information security and cybersecurity from our Chief Information Officer at least four times a year.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and non-independent directors. The Non-Executive Chairman or Lead Director, presides at the executive sessions. The Audit, Compensation, Nominating and Corporate Governance and Revenue Committees also meet regularly in executive session.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board's views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by the Board and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the full Board.

Our Corporate Governance Guidelines, which include our categorical standards of director independence, our Audit, Compensation, Nominating and Corporate Governance and Revenue Committee charters and other corporate governance information are available on the Corporate Governance page of the Investor Relations section on our website at www.unitedparks.com. Any stockholder also may request them in print, without charge, by contacting the Corporate Secretary at United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821.

Code of Conduct

We maintain a Code of Business Conduct and Ethics that is applicable to all of our directors, officers, and employees, including our Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior financial officers (including those serving in such roles on an interim basis). The Code of Business Conduct and Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets, business conduct and fair dealing. This Code of Business Conduct and Ethics also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any substantive changes in or waivers of the Code of Business Conduct and Ethics granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Form 8-K.

The Code of Business Conduct and Ethics may be found on our website at www.unitedparks.comunder Investor Relations: Corporate Governance: Governance Documents: Code of Business Conduct and Ethics.

As described in our Code of Business Conduct and Ethics, the Company's directors, officers and employees are provided with three avenues through which they can report violations or suspected violations with respect to addressing any ethical questions or concerns: a toll-free phone line, in writing, and a website. The toll-free number for the Company's directors, officers and employees is available 24 hours a day, 7 days a week. Directors, officers and employees can choose to remain anonymous in reporting violations or suspected violations. In addition, we maintain a formal non-retaliation policy that prohibits action or retaliation against any director, officer or employee who makes a report in good faith even if the facts alleged are not confirmed by subsequent investigation.

Director Nomination Process

The Board of Directors recognizes the value of diversity and its ability to bring to bear a wide range of experiences and perspectives that are relevant to the Company's strategy and business. Consistent with the value of diversity, the Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for director to the Board for election. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate's strength of character, mature judgment, industry knowledge or experience, his or her ability to work collegially with the other members of the Board and his or her ability to satisfy any applicable legal requirements or listing standards. In addition, unless restricted by any legal, contractual or other obligations, the Nominating and Corporate Governance Committee will require that the pools of candidates to be considered by the Nominating and Corporate Governance Committee and/or the Board for nomination to our Board include candidates with diversity of race, ethnicity and / or gender. The Nominating and Corporate Governance Committee is primarily responsible for this requirement and assesses its effectiveness by examining the diversity of all the directors on the Board when it selects director nominees. The Board does not establish specific goals with respect to diversity. However, since adopting this requirement in February 2020, the Board has added three directors, one of whom is a woman. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board's effectiveness.

The Stockholders Agreement described below under "Transactions with Related Persons-Hill Path Agreements" provides that Hill Path Capital LP, ("Hill Path") has the right to nominate to our Board up to three designees depending upon their percentage ownership of the Company. Messrs. Ross and Chambers were nominated by Hill Path and have been nominated for re-election this year, see "Proposal No. 1 - Election of Directors."

In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee may also assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company's business and structure, the Board focused primarily on the information discussed in each of the board member's biographical information set forth above. Each of the Company's directors possesses high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of the stockholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. A significant number of our directors possess experience in owning and managing public and privately held enterprises and are familiar with corporate finance and strategic business planning activities that are unique to publicly traded companies like ours.

Our Corporate Governance Guidelines provide that directors may not continue to serve on the Board of Directors after reaching the age of 75 without an express waiver by the Board. The Board believes that waivers of this policy should not be automatic and should be based upon the needs of the Company and the individual attributes of the director. After considering Mr. Moloney's experience, dedication, and valuable contributions to the Board and its committees, pursuant to the Governance Guidelines, the Nominating and Corporate Governance Committee recommended to the Board that the mandatory retirement requirement be waived for Mr. Moloney. Based upon this recommendation, the Board determined that a waiver of this policy for Mr. Moloney with respect to his service until the next annual meeting in 2025 was in the best interests of the Company and, accordingly, approved such waiver. Accordingly, the annual director nomination process resulted in the Nominating and Corporate Governance Committee's recommendation to the Board, and the Board's nomination, of the ten incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

The Nominating and Corporate Governance Committee regularly considers director candidates recommended by stockholders. Any recommendation submitted to the Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors, if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821. All recommendations for nomination received by the Corporate Secretary that satisfy our bylaw requirements relating to such director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our bylaws. These requirements are also described under the caption "Stockholder Proposals for the 2025 Annual Meeting".

Executive Officers of the Company

Set forth below is certain information regarding each of our current executive officers including ages as of record date.

Name		Age		Principal Occupation and Other Information
Marc G. Swanson		53		Marc G. Swanson has served as Chief Executive Officer since May 2021. Prior to that, he served as Interim Chief Executive Officer from April 2020 to May 2021. Prior to that, he served as Chief Financial Officer and Treasurer of the Company from August 2017 to April 2020, except for from September 2019 to November 2019 when he served as Interim Chief Executive Officer. Prior to that, Mr. Swanson had served as Chief Accounting Officer from 2012 to 2017 and served as Interim Chief Financial Officer from June 2015 until September 2015 and as Interim Chief Financial Officer and Treasurer from August 1, 2017 until his permanent appointment later that same month. 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 holds a bachelor's degree in accounting from Purdue University and a master's degree in business administration from DePaul University and is a Certified Public Accountant.
James (Jim) W. Forrester Jr.		55		James (Jim) W. Forrester Jr. has served as Interim Chief Financial Officer and Treasurer of the Company since January 2023. Prior to that, Mr. Forrester served as the Company's Vice President, Finance for SeaWorld Orlando, Aquatica Orlando and Discovery Cove since February 2019. Prior to that, he

Name		Age		Principal Occupation and Other Information
				served as Vice President of Operations, Finance, Human Resources and Revenue Management for ICON Orlando 360 from November 2017 to February 2019. During these periods, Mr. Forrester served as a Captain in the United States Navy, having progressed through various roles of increasing responsibility since his commissioning in May 1990. Mr. Forrester transitioned from Active Reserve to the Retired Reserve in September 2022. Additionally, Mr. Forrester has more than two decades of theme park finance and operations experience including at the Walt Disney Company, Walt Disney World Resort, and Hershey Entertainment & Resorts, among others. Mr. Forrester is on the boards of West Orange County Chamber of Commerce (since 2019); and Orlando Economic Partnership (since 2021).
Shekufeh Shirazi Boyle		37		Shekufeh Shirazi Boyle was appointed Chief Accounting Officer of the Company in January 2023. Prior to that, she served as Corporate Controller & Vice President of Accounting of the Company from May 2022 to January 2023 and as Corporate Controller from 2021 to 2022. Previously, she served as Director of Corporate and Technical Accounting of the Company from 2019 to 2021 and as Corporate Accounting Manager from 2014 to 2019. Prior to her tenure at the Company, Ms. Boyle worked in public accounting at McDirmit Davis & Co LLC from 2007 to 2014, where she most recently served as an Audit Manager. Ms. Boyle is a Certified Public Accountant with a Bachelor of Science in Accounting degree from University of Central Florida, and a Master of Accounting and Financial Management degree from DeVry University Keller Graduate School of Management.
Dr. Christopher (Chris) Dold		51		Dr. Christopher (Chris) Dold has been our Chief Zoological Officer since April 2016. Prior to that, Dr. Dold served as Vice President, Veterinary Services from October 2009 until April 2016 and Senior Veterinarian at SeaWorld Orlando from October 2005 to September 2009. Prior to joining the Company, Dr. Dold was a National Academies-National Research Council Postdoctoral Clinical Fellow with the US Navy Marine Mammal Program and completed a University of California-Davis Internship in Marine Mammal Medicine and Pathology at The Marine Mammal Center in Sausalito, California. Dr. Dold has held memberships in the American Veterinary Medical Association, International Association for Aquatic Animal Medicine, European Association for Aquatic Mammals, and the American Association of Zoo Veterinarians. Dr. Dold received a Bachelor of Science degree in zoology from the University of Wisconsin-Madison and his doctorate in veterinary medicine from the University of Wisconsin-Madison School of Veterinary Medicine.
Christopher (Chris) Finazzo		42		Christopher Finazzo has served as Chief Commercial Officer of the Company since January 1, 2022. Mr. Finazzo served as a consultant to the Company from August 2021 through December 31, 2021. Prior to that, Mr. Finazzo served in various roles at Burger King Corporation ("BKC"), including President of BKC, Americas from December 2017 to July 2021, Head of Marketing, North America from January 2017 until December 2017 and Head of Development from January 2016 until January 2017. Since joining BKC in 2014, Mr. Finazzo also held various roles in marketing and development. Prior to joining BKC in 2014, Mr. Finazzo was on the strategy team at Macy's. Mr. Finazzo served as a director of Carrols Restaurant Group, Inc. from February 2020 through July 2021. Mr. Finazzo also served as director of Burger King Foundation Inc. from 2018 to July 2021. Mr. Finazzo holds a bachelor's degree in economics from the University of Connecticut.
James (Jim) Hughes		52		James (Jim) Hughes had served as Chief Human Resources Officer of the Company since August 2022. Mr. Hughes left the Company on April 22, 2024. Previously, Mr. Hughes served as Senior Vice President, Chief Human Resources Officer for Red Lobster Seafood Company ("Red Lobster") since 2021. Prior to that, he served in various Human Resource ("HR") roles of increasing responsibility at Red Lobster and when Red Lobster was part of Darden Restaurants, Inc. ("Darden") from 2011 to 2021. Prior to his time with

Name		Age		Principal Occupation and Other Information
				Darden and Red Lobster, Mr. Hughes progressed through various HR roles with PepsiCo from 1996 to 2011. Prior to his time with Pepsi, Mr. Hughes began his career in HR with General Electric as a member of their HR Leadership Program from 1995 to 1996. Mr. Hughes holds a master's degree in Industrial and Labor Relations and a bachelor's degree in Business Administration, both from West Virginia University.
Jayson Maxwell		52		Jayson Maxwell has served as the Company's Interim Chief Human Resources Officer since April 23, 2024. He joined the Company in May 2020 as Vice President, Training & Organizational Development. Prior to joining the Company, Mr. Maxwell served in various roles of increasing responsibility at Six Flags Entertainment Corporation and its parks, including Corporate Director of Workforce Strategies from 2014 to 2020, Director of Administration of Six Flags Great Adventure from 2004 to 2014, Senior Manager of Human Resources of Six Flags Worlds of Adventure from 2001 to 2004, and Manager of Operations & Human Resources of Six Flags Elitch Gardens from 1997 to 2001. Mr. Maxwell holds a master's degree in Strategic Human Resources Management from University of Denver and a bachelor's degree from Arizona State University.
Kyle R. Miller		47		Kyle R. Miller has served as Chief Park Operations Officer - Florida Parks of the Company since January 2023. Prior to that, Mr. Miller served as Park President of SeaWorld Orlando, Discovery Cove, and Aquatica Orlando since 2018. He served as Vice President of Culinary Operations of SeaWorld Orlando, Discovery Cove, and Aquatica Orlando from 2016 to 2018, and Director of Merchandise Revenue Operations for SeaWorld Orlando, Discovery Cove, and Aquatica Orlando from 2007 to 2012. Mr. Miller began his theme park career with Busch Entertainment Corporation and progressed through various roles of increasing responsibility at multiple parks of the Company from 1995 to 2018. Mr. Miller has served as a board member of Visit Orlando since 2019.
Byron Surrett		66		Byron Surrett has served as Chief Park Operations Officer - Non-Florida Parks of the Company since January 2023. Prior to that, Mr. Surrett served as Park President of SeaWorld San Antonio, Discovery Point, and Aquatica San Antonio since 2018. Prior to that, he served as Vice President of Operations of SeaWorld San Antonio, Discovery Point, and Aquatica San Antonio from 2014 to 2019 and Vice President of Merchandise for SeaWorld San Antonio from 2008 to 2014. Prior to that, he served as Vice President of Park Operations for SeaWorld San Diego from 2005 to 2008; for SeaWorld San Antonio from 2003 to 2005; and for Sesame Place Philadelphia from 1999 to 2003. Prior to that, he served as Vice President, Culinary for Sesame Place Philadelphia from 1995 to 1999. Prior to that, he served as Director of Revenue for Adventure Island from 1989 to 1995. Mr. Surrett began his theme park career at Busch Gardens Tampa and progressed through various roles of increasing responsibility with Busch Entertainment Corporation from 1976 to 1989. Mr. Surrett is on the boards of San Antonio Chamber of Commerce (since 2020); Texas Travel and Tourism (since 2021); and San Antonio Symphony League Program (Chair, since 2020). Mr. Surrett holds a bachelor's degree from the University of South Florida.

Name		Age		Principal Occupation and Other Information
G. Anthony (Tony) Taylor		58		G. Anthony (Tony) Taylor has been the Chief Legal Officer, General Counsel and Corporate Secretary since 2010 and has led the External Affairs team since 2017, which includes Governmental Affairs and Community Affairs. In addition, from 2013 until 2015, Mr. Taylor led the Company's Corporate Affairs group, which included Industry & Governmental Affairs, Corporate Communications, Community Affairs, Risk Management and Corporate Social Responsibility. From 2012 to 2015, Mr. Taylor led the Company's Governmental Affairs team, and from 2010 to 2016, Mr. Taylor led the Risk Management Group. Prior to joining the Company, Mr. Taylor held the position of Associate General Counsel of Anheuser-Busch Companies, Inc. from 2000 to 2010, and was a Principal at Blumenfeld Kaplan in St. Louis from 1993 to 2000. He holds bachelors' degrees in political science and speech communication from the University of Missouri and a juris doctor degree from Washington University.

PROPOSAL NO. 2-RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG LLP ("KPMG") to serve as our independent registered public accounting firm for 2024.

Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of KPMG to our stockholders for ratification because we value our stockholders' views on the Company's independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of KPMG are expected to be present at the Annual Meeting. They also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted for the ratification of the selection of KPMG LLP unless you specify otherwise.

Change in Auditors

On May 16, 2023, the Audit Committee approved the engagement of KPMG as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.

On May 16, 2023, the Committee dismissed Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm. The reports of Deloitte and KPMG on the Company's financial statements for each of the two fiscal years ended December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In the fiscal year ended December 31, 2022 and in the subsequent interim period through May 16, 2023, there were no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the matter in its report on the financial statements for such periods.

In the fiscal year ended December 31, 2022 and in the subsequent interim period through May 16, 2023, there were no "reportable events" (as described in Item 304(a)(1)(v) of Regulation S-K), except that, as initially reported in Part I, Item 4 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, as filed with the SEC on November 15, 2021, the Company reported a material weakness in its internal control over financial reporting during such period due to the Company not having sufficient policies and procedures related to certain Board oversight responsibilities of Board engagement within the Company's control environment including delegation of authority.

As reported in Part I, Item 4 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 10, 2023, the Board and management continued efforts to remediate the material weakness, but as of March 31, 2023, the material weakness was not considered remediated. As a result of the material weakness, management concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2023. As reported in Part II, Item 9A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 29, 2024, during the fourth quarter of fiscal 2023, the Company successfully completed the testing necessary to conclude that the material weakness has been remediated.

The change in independent auditors was previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on May 17, 2023. A copy of Deloitte's related letter, dated May 17, 2023, was included as an exhibit to such Form 8-K filing.

During the fiscal year ended December 31, 2022 and the subsequent interim period through May 16, 2023, neither the Company nor anyone on its behalf consulted with KPMG with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K).

Audit and Non-Audit Fees

The following tables present fees for professional services rendered by Deloitte and KPMG for the audit of our financial statements for 2023 and 2022 and fees billed for other services rendered for those periods:

KPMG

		2023
Audit fees(1)		$	1,135,000
Audit-related fees(2)			20,000
Total:		$	1,155,000

We paid no tax fees or fees other than audit and audit-related fees to KPMG in 2023.

Deloitte

		2023			2022
Audit fees(1)		$	564,970			$	1,883,096
Audit-related fees(2)			9,300				20,300
Total:		$	574,270			$	1,903,396

We paid no tax fees or fees other than audit and audit-related fees to Deloitte in 2023 or 2022.

Consistent with SEC policies regarding auditor independence and the Audit Committee's charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee pre-approves all audit and permitted non-audit services provided by the independent registered public accounting firm prior to each engagement.

Each year, the Audit Committee approves an annual budget for such audit and permitted non-audit services and requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year. The Audit Committee has authorized KPMG's commencement of work on such permitted services within that budget, although the Chair of the Audit Committee may pre-approve any such audit and permitted non-audit services that exceed the initial budget. During the year, circumstances may arise that make it necessary to engage the independent registered public accounting firm for additional services that would exceed the initial budget. The Audit Committee has delegated the authority to the Chair of the Audit Committee to review such circumstances and to grant approval when appropriate. All such approvals are then reported by the Audit Committee Chair to the full Audit Committee at its next meeting.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of "The Board of Directors and Certain Governance Matters-Committee Membership-Audit Committee." The Audit Committee charter is available on our Investor Relations website at www.unitedparks.com/corporate-governance/governance-documents/. Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America, and for auditing our internal control over financial reporting and expressing an opinion on the effectiveness of our internal control over financial reporting.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission, (the "SEC"). In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, our Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

Submitted by the Audit Committee of the Company's Board of Directors:

Thomas E. Moloney, Chair
William Gray Timothy Hartnett Nathaniel Lipman Kimberly Schaefer

Proposal No. 3-Non-Binding Vote on Executive Compensation

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, in a non-binding, advisory vote, the compensation paid to our named executive officers as disclosed on pages 26to 47. At the Company's 2020 annual meeting of stockholders, our stockholders indicated their preference to hold the non-binding stockholder vote to approve the compensation of our named executive officers each year. Accordingly, the Company currently intends to hold such votes annually. The next vote to approve the compensation of our named executive officers is expected to be held at the Company's 2025 annual meeting of stockholders. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The text of the resolution in respect of Proposal No. 3 is as follows:

"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED."

In considering their vote, stockholders may wish to review with care the information on the Company's compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 26to 47, as well as the discussion regarding the Compensation Committee on page 13.

In particular, stockholders should note the following:

The Company values the opinions expressed by its stockholders, and the Compensation Committee will continue to carefully review and take into account the results of the vote when designing and considering future executive compensation arrangements.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF
THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement relating to our 2024 Annual Meeting of Stockholders.

Submitted by the Compensation Committee of the Board of Directors:

Scott Ross, Chair
James Chambers
Yoshikazu Maruyama
Thomas Moloney

ExecutiveCompensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation strategy, philosophy, policies, programs, and practices for our Named Executive Officers, or NEOs, and the executive positions they held in 2023 as set forth below:

Marc G. Swanson	Chief Executive Officer
James (Jim) W. Forrester Jr. (1)	Interim Chief Financial Officer and Treasurer
Michelle (Chelle) Adams(2)	Former Chief Transformation Officer, Former Chief Financial Officer and Treasurer
James (Jim) Hughes(3)	Former Chief Human Resources Officer
Kyle R. Miller(4)	Chief Parks Operations Officer - Florida Parks
Byron Surrett(4)	Chief Parks Operations Officer - Non-Florida Parks

2023 Business Highlights (in millions except per share and per capita amounts)

2023 was another fiscal year of strong financial results including record Total revenue per capita. The following highlights our 2023 financial performance:

		Fiscal Year
Financial Metric (In millions except per share and per capita amounts)		2023			2022			Variance
Total revenues		$	1,726.6			$	1,731.2			-0.3%
Net income		$	234.2			$	291.2			-19.6%
Earnings per share, diluted		$	3.63			$	4.14			-12.3%
Adjusted EBITDA(1)		$	713.5			$	728.2			-2.0%
Net cash provided by operating activities		$	504.9			$	564.6			-10.6%
Attendance			21.6				21.9			-1.5%
Total revenue per capita		$	79.91			$	78.91			1.3%
Admission per capita		$	44.16			$	44.00			0.4%
In-Park per capita spending		$	35.75			$	34.91			2.4%

In addition to our core financial metrics, we maintained our focus on stockholder value and significantly outperformed relevant U.S. equity markets on a three- and five-year basis:

Also, in 2023, our rescue teams came to the aid of 335 animals in need in the wild bringing the total number of animals we have helped over our history to more than 41,000.

2023 Say-On-Pay Vote and Stockholder Outreach

Stockholders voted 99.4% in support of our executive compensation programs at the 2023 stockholder meeting (excluding abstained and broker non-votes). Even though the results of the 2023 advisory Say-On-Pay vote were overwhelmingly positive, we continued to reach out to our stockholders to engage and gather feedback. We reached out to 20 of our largest stockholders representing greater than 85% of our outstanding shares and had discussions with seven stockholders representing over 60% of our outstanding shares (these seven shareholders were all top 10 holders of our stock).

Below, we include more detail on specific areas where we believe, based on our engagement process, shareholders may be interested in more information and background.

Additional disclosure on compensation risk:

Annual bonus design with no maximum payout levels:

Certain executive annual bonus plans include a maximum payout set at 150% to 200% of target with accompanying performance that typically represents 10% to 15% over target financial performance levels. Our plan pays an additional 0.5% of target for every $1M of additional Adjusted EBITDA above target. To achieve a payout of 150% of target, our Adjusted EBITDA would need to be $100M or 11.1% above our challenging 2023 target. To achieve a payout of 200% of target, our Adjusted EBITDA would be $200M or 22.2% above target.

Use of time-based equity awards and alignment with the Company's compensation philosophy:

Our Compensation Policies and Practices at a Glance

What We Do	What We Don't Do
✓ Place significant emphasis on performance-based compensation that considers both operating performance goals and stock performance. ✓Place strong emphasis on equity compensation to align our interests with those of our stockholders. ✓Set challenging annual and long-term incentive award performance objectives. ✓Limit the use of perquisites. ✓Maintain reasonable termination and change in control provisions including double trigger equity vesting. ✓Maintain stock ownership guidelines that require owning a significant amount of Company stock. ✓Maintain clawback provisions to recover cash and equity incentive compensation. ✓Conduct Say-On-Pay vote annually. ✓Engage with our stockholders at least annually. ✓Retain an independent compensation advisor reporting directly to the Compensation Committee	✘ No guaranteed incentive payments or guaranteed annual salary increases. ✘No plans that encourage excessive risk-taking (and we monitor risk annually across all of our plans) ✘ No hedging or pledging Company stock. ✘No excise tax gross-ups upon change in control. ✘No excessive annual burn rate or equity dilution. ✘No repricing stock options without stockholder approval.

Our Total Rewards Philosophy and Key Rewards Principles

We believe we must provide total rewards that will attract, retain and motivate an outstanding executive team to achieve our challenging business goals and create value for our stockholders. To accomplish this, our compensation program is designed to support the following key reward principles:

Performance-Driven Pay			Our total compensation program is designed to encourage high performance, recognize future potential for growth and motivate the achievement of challenging performance objectives. We design our program to strike an appropriate balance between short-term and longer-term performance.
Competitive Compensation Opportunities			We strive to ensure the total value of our compensation package is fully competitive within our industry consistent with our performance. Variable compensation elements including annual bonus and equity awards are intended to deliver our competitive target when we achieve our goals. Value delivered above or below this targeted amount is entirely dependent on our performance.
Alignment With Stockholders			Our executive total compensation program has a significant equity component. In addition to our long-term equity incentives, we deliver 50% of our NEOs' annual bonus opportunity in the form of performance share units (PSUs).
Reasonable Cost Consistent With Our Performance			Our goal is to establish plans which are affordable and consistent with our performance versus our challenging annual and long-term business goals and are fundamentally aligned with our longer-term business strategy.

2023 Compensation Elements and Mix

Elements of 2023 Compensation

Our compensation program is made up of the following three direct compensation elements:

Compensation Element			Purpose
Base Salary			• Fixed cash compensation that is adjusted from time-to-time based on individual performance and development in their role. • Attracts and retains executives by offering fixed compensation that is generally competitive with market opportunities and that recognizes each executive's position, role, responsibility and experience.
Annual Incentives			• Variable compensation typically paid in a combination of cash and performance-vesting restricted stock units based on performance versus pre-established annual goals. • Designed to motivate and reward the achievement of a balanced scorecard of our annual performance as measured by Adjusted EBITDA, revenue, guest satisfaction, and an individual, department and/or discretionary components. • 50% of the target opportunity is denominated as performance share units (PSUs) at the beginning of the performance period to align our executives' interests with those of our stockholders.
Long-Term Equity Incentives			• Variable compensation payable in the form of time-vesting options, RSUs and performance-vesting restricted stock units (PSUs) based on performance versus pre-established long-term goals (see description below). • Intended to align executives' interests with the interests of our stockholders through equity-based compensation with performance- based and time-based vesting features. • Promotes the long-term retention of equity by our executives and key management personnel.

Our 2023 Mix of Target Compensation

Our compensation is structured to meet the following key objectives for our NEOs and other key executives:

The following chart illustrates our 2023 targeted compensation mix and structure for our NEOs on average. The chart is based on the NEOs who were employed by us and in their positions with the Company on December 31, 2023:

Compensation Determination Process

Role of the Compensation Committee, Management and Consultant

Compensation Element			Key Roles and Responsibilities
Compensation Committee			• Responsible for making all executive compensation decisions. • Determines the compensation of our Chief Executive Officer and other executive officers. • At the beginning of each performance cycle, the Compensation Committee, in conjunction with the annual budget process overseen by the Board of Directors, typically approves annual and long-term financial goals designed to align executive pay with company performance and stockholder interests. • Reviews compensation programs for material risk. • May engage its own advisors to assist in carrying out its responsibilities.

Senior Management			• Our Chief Executive Officer, Chief Financial Officer, and our Chief Human Resources Officer work closely with the Compensation Committee and Board to develop annual and longer-term financial goals and objectives. • Our Chief Executive Officer and Chief Financial Officer monitor performance versus goals and apprises the Compensation Committee of progress on a regular basis. • Our Chief Human Resources Officer works closely with the Compensation Committee and the Compensation Committee's independent compensation consultant in developing and modifying compensation programs and is also responsible for our ongoing performance management processes. • None of our NEOs participate in discussions with the Compensation Committee regarding their own compensation.
Independent Compensation Consultant			• In 2023, the Compensation Committee continued to engage the services of W.T. Haigh & Company ("Haigh") as its independent compensation consultant. The Compensation Committee reviewed the Company's relationships with Haigh and has determined there are no conflicts of interest. • Reviews and advises the Compensation Committee regarding the components and levels of our compensation program for our NEOs and other senior management. • Reviews and advises the Compensation Committee regarding the components and levels of our non-employee director compensation program. • Annually reviews and develops the peer companies used for executive and non-employee director compensation comparison.

Development of Peer Companies

Annually, the Compensation Committee directs Haigh to develop a comparable group of companies engaged in the same or similar industries as our Company. Due to the limited number of "pure leisure facilities" public companies, our Compensation Committee determined that it was appropriate to also include other companies in the compensation peer group that are in the entertainment, restaurant and hospitality industries and compete with us for executive talent. The peer companies are selected based on a combination of factors including industry, market capitalization, enterprise value, revenue and number of employees. No specific weighting is applied to any of these selection factors.

Generally, the Compensation Committee uses peer company data provided by Haigh to guide its review of the total compensation of our executive officers and non-employee directors and generally reviews the compensation data of our peer companies and industry to understand market competitive compensation levels and practices. The Compensation Committee focuses to ensure that our executive compensation program is competitive on a total compensation basis. However, no specific competitive level is targeted by the Compensation Committee based on this review.

The Compensation Committee approved the following 14 companies as our peer group for 2023 based on analysis and recommendations by Haigh. There were no changes versus the 2022 peer group:

AMC Entertainment Holdings, Inc.	Madison Square Garden Sports Corp.
Cedar Fair, L.P.	Marriott Vacations Worldwide Corporation
The Cheesecake Factory Incorporated	Norwegian Cruise Lines Holdings Ltd.
Cinemark Holdings, Inc.	Six Flags Entertainment Corporation
Cracker Barrel Old Country Store, Inc.	Texas Roadhouse, Inc.
Dave & Buster's Entertainment, Inc.	Travel + Leisure Company
Hilton Grand Vacations, Inc.	Vail Resorts, Inc.

2023 Compensation Design and Decisions

Base Salaries

Our philosophy is to pay base salaries that reflect each executive's performance, experience and scope of responsibilities and provide levels of pay competitive with our industry practices for similar roles. Base salaries are reviewed periodically for potential adjustments typically based upon promotion and/or change in job responsibilities.:

Name		Position in 2023		2022 Ending Base Salary			2023 Ending Base Salary			2023 % Increase
Marc G. Swanson		Chief Executive Officer		$	450,000			$	450,000				0	%
James (Jim) W. Forrester Jr.(1)		Interim Chief Financial Officer and Treasurer		$	153,500			$	285,000				86	%
Michelle (Chelle) Adams(2)		Former Chief Transformation Officer, Former Chief Financial Officer and Treasurer		$	400,000			$	400,000				0	%
James (Jim) Hughes(3)		Former Chief Human Resources Officer		$	250,000			$	250,000				0	%
Kyle R. Miller(4)		Chief Parks Operations Officer - Florida Parks		$	220,000			$	250,000				14	%
Byron Surrett(4)		Chief Parks Operations Officer - Non-Florida Parks		$	200,000			$	250,000				25	%

2023 Annual Bonus, Performance Objectives and Performance Results

Target Opportunity for Our NEOs

Annual incentive awards are a key component of our total compensation program. Typically, these incentives are available to all of our salaried exempt employees including our named executive officers and are based on financial and non-financial metrics typically established in the first quarter of the year and communicated to annual incentive program participants. At the beginning of the performance period, 50% of the total target bonus potential is denominated as cash while the remaining 50% is denominated as stock, with the number of shares granted at the beginning of the performance period based on the Company's stock price on the date of grant. The stock portion of our annual incentive program vest subject to performance and are settled in shares of our common stock following the performance period.

The following illustrates the 2023 target bonus opportunity for our NEOs.

Name		Position in 2023		2023 Bonus Percentage of Salary			2023 Ending Base Salary			2023 Bonus Potential Target
Marc G. Swanson		Chief Executive Officer			150	%		$	450,000			$	675,000
James (Jim) W. Forrester Jr.		Interim Chief Financial Officer and Treasurer			80	%		$	285,000			$	228,000
Michelle (Chelle) Adams(1)		Former Chief Transformation Officer, Former Chief Financial Officer and Treasurer			100	%		$	400,000			$	400,000
James (Jim) Hughes(1)		Former Chief Human Resources Officer			80	%		$	250,000			$	200,000
Kyle R. Miller		Chief Parks Operations Officer - Florida Parks			80	%		$	250,000			$	200,000
Byron Surrett		Chief Parks Operations Officer - Non-Florida Parks			80	%		$	250,000			$	200,000

2023 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2023 Annual Bonus Awards as a Percent of Target

Our 2023 financial and non-financial objectives, weightings, actual results and weighted payouts by performance objective as a percent of target are shown in the table below:

CORPORATE PARTICIPANTS (Messrs. Swanson, Miller and Surrett):

Performance Metric		Threshold #1 ($M)(1)			Threshold #2 ($M)(1)			Target ($M)			Maximum ($M)(2)		2023 Actual ($M)			Payout		Measure Weighting		Weighted Payout
Adjusted EBITDA (pre-bonus basis)		$	815.0			$	855.0			$	899.0			No Max		$	715.1			0.0%		60.0%		0.0%
Guest Satisfaction(3)																		20.0%		1.0%
Discretionary & Individual Objectives(4)																		20.0%		15.0%
Performance Calculation as a Percent of Target Before Cost Objectives																				16.0%
Cost Objectives(5)								+/-25%					>-25%							-25.0%
Final Performance Calculation as a Percent of Target																		100.0%		12.0%

CUSTOM DEPARTMENT PLAN (Forrester):

Performance Metric		Threshold #1 ($M)(1)			Threshold #2 ($M)(1)			Target ($M)			Maximum ($M)(2)		2023 Actual ($M)			Payout		Measure Weighting		Weighted Payout
Adjusted EBITDA (pre-bonus basis)		$	815.0			$	855.0			$	899.0			No Max		$	715.1			0.0%		50.0%		0.0%
Guest Satisfaction(3)																		20.0%		1.0%
Discretionary & Individual Objectives(4)																		20.0%		15.0%
Department Cost Basis(6)																		10.0%		10.0%
Performance Calculation as a Percent of Target Before Cost Objectives																				26.0%
Cost Objectives(5)								+/-25%					>-25%							-25.0%
Final Performance Calculation as a Percent of Target																		100.0%		19.5%

Based on our 2023 performance versus objectives as described in detail above, the following bonus awards for our NEOs were earned:

Name		Position in 2023		2023 Bonus Potential @ Target			2023 Annual Bonus Paid in Cash			2023 Annual Bonus Paid in Stock(1)			2023 Annual Bonus Earned
Marc G. Swanson		Chief Executive Officer		$	675,000			$	40,601			$	41,942			$	82,543
James (Jim) W. Forrester Jr.		Interim Chief Financial Officer and Treasurer		$	228,000			$	22,264			$	23,007			$	45,271
Kyle R. Miller		Chief Parks Operations Officer - Florida Parks		$	200,000			$	12,030			$	12,429			$	24,459
Byron Surrett		Chief Parks Operations Officer - Non-Florida Parks		$	200,000			$	12,030			$	12,429			$	24,459

2023 Long-Term Incentive Awards

The long-term incentive award program is designed to align the executives with the Company's key longer-term performance objectives, align the executives' interest with our stockholders, provide an opportunity to increase their ownership interest in the Company through grants of equity-based awards and retain executives through vesting of awards over multiple years. Under our equity plans, equity-based awards may be awarded in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other stock-based awards.

Our 2023 Long-Term Incentive Awards (the "2023 LTIP") cover the 2023-2025 performance period. For 2023, we determined to award the 2023 LTIP in the following forms of equity:

The following awards were made to our NEOs under our 2023 LTIP:

Name		Position in 2023		2023 Base Salary at the Time of 2023 LTIP Grant			2023 LTIP Target Percentage of Salary			2023 LTIP Target Value
Marc G. Swanson		Chief Executive Officer		$	450,000				400	%		$	1,800,000
James (Jim) W. Forrester Jr.		Interim Chief Financial Officer and Treasurer		$	285,000				150	%		$	427,500
Michelle (Chelle) Adams(1)		Former Chief Transformation Officer, Former Chief Financial Officer and Treasurer		$	400,000				200	%		$	800,000
James (Jim) Hughes(1)		Former Chief Human Resources Officer		$	250,000				100	%		$	250,000
Kyle R. Miller		Chief Parks Operations Officer - Florida Parks		$	250,000				150	%		$	375,000
Byron Surrett		Chief Parks Operations Officer - Non-Florida Parks		$	250,000				150	%		$	375,000

2023 Special Awards

On January 27, 2023, the Compensation Committee approved the following awards for Mr. Forrester in connection with his appointment as Interim Chief Financial Officer and Treasurer:

On February 22, 2023, the Compensation Committee approved the following award for Mr. Hughes to recognize his substantial contributions since he joined the Company:

On January 27, 2023, the Compensation Committee approved the following awards for Mr. Miller in connection with his appointment as Chief Parks Operations Officer - Florida Parks:

On January 27, 2023, the Compensation Committee approved the following awards for Mr. Surrett in connection with his appointment as Chief Parks Operations Officer - Non-Florida Parks:

2022 Long-Term Incentive Awards

The long-term incentive award program is designed to align the executives with the Company's key longer-term performance objectives, align the executives' interest with our stockholders, provide an opportunity to increase their ownership interest in the Company through grants of equity-based awards and retain executives through vesting of awards over multiple years. Under our equity plans, equity-based awards may be awarded in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other stock-based awards.

Our 2022 Long-Term Incentive Awards (the "2022 LTIP") cover the 2022-2024 performance period. For 2022, we determined to award the 2022 LTIP in the following forms of equity:

Achievement of certain other predefined non-Adjusted EBITDA growth objectives to be met by the end of fiscal year 2024 (12.5% weighting). 2022 LTIP awards vested in 2023.

2019-2022 Long-Term Incentive Awards

Our 2019 Long-Term Incentive Awards (the "2019 LTIP") cover the 2019-2022 performance period and the extended test period in 2023. The 2019 LTIP also provides an opportunity to vest the award earlier than the end of the performance period if goals are achieved in any fiscal year during the performance period. The 2019 LTIP is based on the following two performance metrics:

The following table illustrates performance versus goals and amounts which vested based on 2023 performance:

Performance Metric		Threshold ($M)			Target ($M)			Actual ($M)			Achievement Payout Percentage of Target		Performance Metric Weighting		Weighted Achievement Factor
2023 Adjusted EBITDA		$	650.0			$	700.0			$	713.5			50%		75%		37.50%
2020-2023 Cumulative ROIC		N/A			20%			62%			50%		25%		12.50%
Total															50.00%

2021-2023 Long-Term Incentive Awards

Our 2021 Long-Term Incentive Awards (the "2021 LTIP") cover the 2021-2023 performance period. The 2021 LTIP is based on the achievement of a predefined Adjusted EBITDA target:

The following table illustrates performance versus goals and amounts which vested based on 2023 performance:

Performance Metric		Threshold ($M)			Target ($M)			Actual ($M)			Achievement Payout Percentage(1)
2022 Adjusted EBITDA		$	700.0			$	750.0			$	728.2			39.12%
2023 Adjusted EBITDA		$	700.0			$	750.0			$	713.5			31.75%
Total											70.87%

Benefits & Perquisites

We provide all of our employees, including our named executive officers, broad-based benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security. Broad-based employee benefits include:

Under our 401(k) savings plan, we match a portion of the funds set aside by the employee. The matching contributions by us become vested either on the two-year anniversary of the participant's hire date or on a 5-year graded vesting schedule, depending on hire date. At no cost to our employees, we provide an amount of basic life and accident insurance coverage valued at two times our employee's annual base salary. Employees may also select supplemental life and accident insurance, for a premium to be paid by the employee.

We also provide our executive officers with limited perquisites and personal benefits that are not generally available to all employees, such as complimentary access to our theme parks. These benefits and limited perquisites are reflected in the "All Other Compensation" column of the Summary Compensation Table and the accompanying footnote.

Severance Arrangements

We offer our executive officers severance benefits under our Amended and Restated Key Employee Severance Plan (the "Severance Plan") which we believe is necessary to attract and retain the talent key to our long-term success. Each executive officer is entitled to severance benefits under the Severance Plan if his or her employment is terminated as a result of (1) job elimination resulting from a business reorganization, reduction in force, facility closure, or business consolidation; (2) job elimination resulting from a sale or merger; or (3) lack of an available position following a return from a certified medical leave of absence or work related injury or illness, in each case subject to the approval of the Chief Human Resources Officer and the Chairman of our Compensation Committee. The Severance Plan is described in more detail below under "Potential Payments Upon Termination".

Executive Compensation Governance Practices

2023 Stock Ownership Guidelines

In order to align management and stockholder interests, the Company maintains stock ownership guidelines for our executive officers. These guidelines, stated as a multiple of base salary are:

Employee Group		Multiple of Base Salary
CEO		6x
Other NEOs		3x
Other Covered Executives		2x-3x

An executive covered by the ownership guidelines must hold at least 50% of the net after-tax shares acquired from the Company pursuant to any equity-based awards received from the Company until the individual ownership guideline is met. There is no minimum time period to meet the ownership requirement. As of April 15, 2024, all currently employed NEOs, who are subject to the ownership guidelines were in compliance.

Hedging and Pledging Policies

The Company's Securities Trading Policy requires executive officers and directors to consult the Company's Legal department prior to engaging in transactions involving the Company's securities. The Company's Securities Trading Policy prohibits directors, officers and employees from hedging or monetization transactions including, but not limited to, through the use of financial instruments such as exchange funds, variable forward contracts, equity swaps, puts, calls, and other derivative instruments, or through the establishment of a short position in the Company's securities. The Company's Securities Trading Policy limits the pledging of Company securities to those situations approved by the Company's General Counsel.

Tax and Accounting Considerations

The Compensation Committee may consider the impact of tax and accounting consequences when developing and implementing the Company's executive compensation programs to structure a program that we consider to be the most effective in attracting, motivating and retaining the Company's executives and key employees.

Clawback Policy

We have adopted a clawback and recoupment policy that covers all executive officers as well as all participants receiving awards under our incentive compensation plans and certain other individuals designated by the Board or the Compensation Committee (collectively, the "Covered Individuals"). Under the policy, any incentive award or payment that is in excess of the amount that a Covered Individual should otherwise have received under the terms of such award for any reason, the Covered Individual is required to repay any such excess amount to the Company. In addition, the Compensation Committee may, in its sole discretion, provide for the cancellation of outstanding awards or forfeiture and repayment of any gain or amount realized on the vesting, exercise or payment of awards if a participant engages in Detrimental Activity (as defined in the Plan). In light of the SEC's adoption of final clawback rules in October 2022, on November 13, 2023, we adopted a supplemental clawback and recoupment policy pursuant to NYSE Rule 303A.14.

Our equity awards are subject to restrictive covenants and may be subject to clawback or forfeiture as well if the recipient breaches any of the restrictive covenants or otherwise engages in any "Detrimental Activity", as defined in the Plan.

Summary Compensation Table

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our named executive officers for services rendered to us for the fiscal years indicated.

Name and Principal Position		Year		Salary ($)(1)			Bonus ($)(2)			Stock Awards ($)(3)			Option Awards ($)(3)			Non-Equity Incentive Plan Compensation ($)(4)			All Other Compensation ($)(5)			Total ($)
Marc G. Swanson		2023			450,000				37,969				337,451				270,746				2,632				7,733				1,106,531
Chief Executive Officer		2022			450,000				44,176				337,488				261,401				36,723				7,232				1,137,020
		2021			432,757				126,563				758,142				454,061				236,774				1,103				2,009,400
James (Jim) W. Forrester Jr.(6)		2023			275,868				12,825				331,209				187,139				9,439				7,120				823,600
Interim Chief Financial Officer and Treasurer
Michelle (Chelle) Adams(7)		2023			237,778				-				-				120,320				-				630				358,728
Former Chief Transformation Officer, Former Chief Financial Officer and Treasurer		2022			215,343				13,089				1,700,305				2,256,427				10,881				75,504				4,271,549
James (Jim) Hughes(8)		2023			250,000				-				699,947				37,607				-				3,456				991,010
Former Chief Human Resources Officer
Kyle R. Miller(9)		2023			247,500				16,250				499,932				179,262				780				740				944,464
Chief Parks Operations Officer - Florida Parks
Byron Surrett(9)		2023			245,833				15,450				499,932				179,262				780				7,088				948,345
Chief Parks Operations Officer - Non-Florida Parks

Description		Marc G. Swanson			James (Jim) W. Forrester Jr.			Michelle (Chelle) Adams			James (Jim) Hughes			Kyle R. Miller			Byron Surrett
Life and long-term disability insurance premiums paid by us on behalf of our named executive officers		$	1,133			$	520			$	630			$	876			$	740			$	488
Contributions to our 401(k) plan on behalf of our named executive officers			6,600				6,600				-				2,580				-				6,600
Total All Other Compensation		$	7,733			$	7,120			$	630			$	3,456			$	740			$	7,088

In addition, the named executive officers (and their spouses) each receive a Corporate Executive Card that entitles them and an unlimited number of guests to complimentary access to our theme parks. There is no incremental cost to us associated with the use of the Corporate Executive Card.

Grants of Plan-Based Awards in 2023

The following table provides information relating to grants of plan-based awards made to our named executive officers during 2023.

				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)		Estimated Future Payouts Under Equity Incentive Plan Awards		All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Securities Underlying Options		Exercise Price of Option Awards		Grant Date Fair Value of Stock and Option Awards(2)
Name	Award Type	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		(#)		(#)		($/Sh)		($)
Marc G. Swanson
	Annual Cash Incentive		-			121,838			270,000			354,375			-			-			-			-			-			-			-
	Performance-Vesting Restricted Stock Units(3)	5/11/2023			-			-			-			5,929			23,717			35,575			-			-			-			-
	Annual Equity Incentive(4)	8/10/2023			-			-			-			2,381			6,596			8,245			-			-			-			337,451
	Stock Options(5)	5/11/2023			-			-			-			-			-			-			-			7,905			56.92			270,746
James (Jim) W. Forrester Jr.
	Annual Cash Incentive		-			26,933			91,200			119,700			-			-			-			-			-			-			-
	Time-Vesting Restricted Stock Units(6)	3/2/2023			-			-			-			-			-			-			266			-			-			17,274
	Time-Vesting Restricted Stock Units(6)	3/2/2023			-			-			-			-			-			-			3,079			-			-			199,951
	Performance-Vesting Restricted Stock Units(3)	5/11/2023			-			-			-			878			3,513			5,269			-			-			-			-
	Performance-Vesting Restricted Stock Units(3)	5/11/2023			-			-			-			1,408			5,632			8,448			-			-			-			-
	Annual Equity Incentive(4)	8/10/2023			-			-			-			526			2,228			2,785			-			-			-			113,984
	Stock Options(5)	3/2/2023			-			-			-			-			-			-			-			3,079			64.94			122,852
	Stock Options(5)	5/11/2023			-			-			-			-			-			-			-			1,877			56.92			64,287
Michelle (Chelle) Adams
	Performance-Vesting Restricted Stock Units(3)	5/11/2023			-			-			-			2,635			10,541			15,811			-			-			-			-
	Stock Options(5)	5/11/2023			-			-			-			-			-			-			-			3,513			56.92			120,320
James (Jim) Hughes
	Annual Cash Incentive		-			33,625			90,000			105,000			-			-			-			-			-			-			-
	Time-Vesting Restricted Stock Units(6)	3/2/2023			-			-			-			-			-			-			9,239			-			-			599,980
	Performance-Vesting Restricted Stock Units(3)	5/11/2023			-			-			-			823			3,294			4,941			-			-			-			-
	Annual Equity Incentive(4)	8/10/2023			-			-			-			657			1,954			2,442			-			-			-			99,967
	Stock Options(5)	5/11/2023			-			-			-			-			-			-			-			1,098			56.92			37,607
Kyle R. Miller
	Annual Cash Incentive		-			36,100			80,000			105,000			-			-			-			-			-			-			-
	Time-Vesting Restricted Stock Units(6)	3/2/2023			-			-			-			-			-			-			6,159			-			-			399,965
	Performance-Vesting Restricted Stock Units(3)	5/11/2023			-			-			-			878			3,513			5,269			-			-			-			-
	Performance-Vesting Restricted Stock Units(3)	5/11/2023			-			-			-			1,235			4,941			7,411			-			-			-			-
	Annual Equity Incentive(4)	8/10/2023			-			-			-			705			1,954			2,442			-			-			-			99,967
	Stock Options(5)	3/2/2023																	3,079			64.94			122,852
	Stock Options(5)	5/11/2023			-			-			-			-			-			-			-			1,647			56.92			56,410
Byron Surrett
	Annual Cash Incentive		-			36,100			80,000			105,000			-			-			-			-			-			-			-
	Time-Vesting Restricted Stock Units(6)	3/2/2023			-			-			-			-			-			-			6,159			-			-			399,965
	Performance-Vesting Restricted Stock Units(3)	5/11/2023			-			-			-			878			3,513			5,269			-			-			-			-
	Performance-Vesting Restricted Stock Units(3)	5/11/2023			-			-			-			1,235			4,941			7,411			-			-			-			-
	Annual Equity Incentive(4)	8/10/2023			-			-			-			705			1,954			2,442			-			-			-			99,967
	Stock Options(5)	3/2/2023			-			-			-											3,079			64.94			122,852
	Stock Options(5)	5/11/2023			-			-			-			-			-			-			-			1,647			56.92			56,410

Outstanding Equity Awards at 2023 Fiscal-Year End

The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2023.

		Option Awards		Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable (1)			Number of Securities Underlying Unexercised Unearned Options (#) (2)			Option Exercise Price ($)			Option Expiration Date		Number of Shares or Units That Have Not Vested (#) (3)			Market Value of Shares or Units That Have Not Vested ($) (4)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4)
Marc G. Swanson			6,306				9,460				50.74			3/14/2031
			2,318				4,636				64.71			3/15/2032
			-				7,905				56.92			5/11/2033
														38,968				2,058,679				11,144				588,738
James (Jim) W. Forrester Jr.			895				-				25.70			3/14/2029
			120				182				50.74			3/14/2031
			39				79				64.71			3/15/2032
			94				188				54.67			8/8/2032
			-				3,079				64.94			3/2/2033
			-				1,877				56.92			5/11/2033
														6,653				351,478				2,585				136,566
James (Jim) Hughes			311				623				53.49			8/29/2032
			125				252				55.25			11/11/2032
			-				1,098				56.92			5/11/2033
														9,862				521,009				1,338				70,687
Kyle R. Miller			692				1,042				50.74			3/14/2031
			226				453				64.71			3/15/2032
			-				3,079				64.94			3/2/2033
			-				1,647				56.92			5/11/2033
														25,856				1,365,972				2,622				138,520
Byron Surrett			1,069				-				18.17			3/1/2026
			972				-				25.70			3/14/2029
			962				-				25.70			3/14/2029
			1,837				-				27.21			2/28/2030
			630				946				50.74			3/14/2031
			206				412				64.71			3/15/2032
			-				3,079				64.94			3/2/2033
			-				1,647				56.92			5/11/2033
														18,046				953,370				2,576				136,090

Mr. Swanson-of these outstanding nonqualified stock options: (i) 9,460 with an exercise price of $50.74 vested on March 14, 2024; (ii) 2,318 with an exercise price of $64.71 vested on March 15, 2024 and 2,318 vest on March 15, 2025; and (iii) 7,905 with an exercise price of $56.92 vest in equal installments on May 11, 2024, 2025, and 2026.

Mr. Forrester-of these outstanding nonqualified stock options: (i) 769 with an exercise price of $64.94 vested on March 2, 2024 and the remaining 2,310 vest in equal installments on March 2, 2025, 2026, and 2027; (ii) 182 with an exercise price of $50.74 vested on March 14, 2024; (iii) 39 with an exercise price of $64.71 vested on March 15, 2024 and 40 vest on March 15, 2025; (iv) 625 with an exercise price of $56.92 vest on May 11, 2024, 626 vest on May 11, 2025, and 626 vest on May 11, 2026; and (v) 188 with an exercise price of $54.67 vest in equal installments on August 8, 2024 and 2025.

Mr. Hughes-All remaining options that had not vested as of April 22, 2024 forfeited on such date in connection with Mr. Hughes' departure from the Company.

Mr. Miller-of these outstanding nonqualified stock options: (i) 769 with an exercise price of $64.94 vested on March 2, 2024 and the remaining 2,310 vest in equal installments on March 2, 2025, 2026, and 2027; (ii) 1,042 with an exercise price of $50.74 vested on March 14, 2024; (iii) 226 with an exercise price of $64.71 vested on March 15, 2024 and 227 vest on March 15, 2025; and (iv) 1,647 with an exercise price of $56.92 vest in equal installments on May 11, 2024, 2025, and 2026.

Mr. Surrett-of these outstanding nonqualified stock options: (i) 769 with an exercise price of $64.94 vested on March 2, 2024 and the remaining 2,310 vest in equal installments on March 2, 2025, 2026, and 2027; (ii) 946 with an exercise price of $50.74 vested on March 14, 2024; (iii) 206 with an exercise price of $64.71 vested on March 15, 2024 and 206 vest on March 15, 2025; and (iv) 1,647 with an exercise price of $56.92 vest in equal installments on May 11, 2024, 2025, and 2026.

Mr. Swanson-of these outstanding restricted awards: (i) 22,982 are performance-vesting units of restricted stock pertaining to the 2019 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company's performance in 2023; (ii) 11,174 are performance-vesting units of restricted stock pertaining to the 2021 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company's performance in 2023; (iii) 793 are performance-vesting units of restricted stock pertaining to the 2023 annual bonus plan which vested on April 23, 2024; and (iv) 4,019 are time-vesting units of restricted stock that will vest on May 10, 2024.

Mr. Forrester-of these outstanding restricted awards: (i) 1,343 are performance-vesting units of restricted stock pertaining to the 2019 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company's performance in 2023; (ii) 214 are performance-vesting units of restricted stock pertaining to the 2021 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company's performance in 2023; (iii) 435 are performance-vesting units of restricted stock pertaining to the 2023 annual bonus plan which vested on April 23, 2024; (iv) 3,079 are time-vesting units of restricted stock of which 769 vested on March 2, 2024, and the remaining will vest in equal installments on March 2, 2025, 2026, and 2027; (v) 266 are time-vesting units of restricted stock of which 133 vested on March 2, 2024, and the remaining will vest on March 2, 2025; (vi) 240 are time-vesting units of restricted stock which vested on March 15, 2024; and (vii) 1,076 are time-vesting units of restricted stock of which 269 will vest on May 9, 2024, 269 will vest on May 9, 2025, and the remaining will vest on May 9, 2026.

Mr. Hughes-of these outstanding restricted awards 2,309 are time-vesting units of restricted stock which vested on March 2, 2024. All remaining restricted awards that had not vested as of April 22, 2024 forfeited on such date in connection with Mr. Hughes' departure from the Company.

Mr. Miller-of these outstanding restricted awards: (i) 13,356 are performance-vesting units of restricted stock pertaining to the 2019 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company's performance in 2023; (ii) 1,228 are performance-vesting units of restricted stock pertaining to the 2021 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company's performance in 2023; (iii) 235 are performance-vesting units of restricted stock pertaining to the 2023 annual bonus plan which vested on April 23, 2024; (iv) 6,159 are time-vesting units of restricted stock of which 1,539 vested on March 2, 2024, and the remaining will vest in equal installments on March 2, 2025, 2026, and 2027; (v) 4,304 are time-vesting units of restricted stock of which 1,076 will vest on May 9, 2024, 1,076 will vest on May 9, 2025, and the remaining will vest on May 9, 2026; and (vi) 574 are time-vesting units of restricted stock that will vest on May 10, 2024.

Mr. Surrett-of these outstanding restricted awards: (i) 5,657 are performance-vesting units of restricted stock pertaining to the 2019 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company's performance in 2023; (ii) 1,117 are performance-vesting units of restricted stock pertaining to the 2021 Long-Term Incentive Plan which vested on March 8, 2024 based on the Company's performance in 2023; (iii) 235 are performance-vesting units of restricted stock pertaining to the 2023 annual bonus plan which vested on April 23, 2024; (iv) 6,159 are time-vesting units of restricted stock of which 1,539 vested on March 2, 2024, and the remaining will vest in equal installments on March 2, 2025, 2026, and 2027; (v) 4,304 are time-vesting units of restricted stock of which 1,076 will vest on May 9, 2024, 1,076 will vest on

May 9, 2025, and the remaining will vest on May 9, 2026; and (vi) 574 are time-vesting units of restricted stock that will vest on May 10, 2024.

The performance-vesting units of restricted stock granted to Messrs. Swanson, Forrester, Hughes, Miller and Surrett under the 2023 Long-Term Incentive Plan will vest, if at all, based on the Company's achievement of growth metrics in Adjusted EBITDA and other growth related metrics for the performance period beginning on January 1, 2023 and ending on December 31, 2025. As of December 31, 2023, the achievement level with respect to these metrics was below threshold, accordingly, the number and value of the units of performance-vesting restricted stock that are expected to vest reported in the table reflect amounts based on threshold performance. The actual number of units that will vest with respect to the performance-vesting units of restricted stock granted to Messrs. Swanson, Forrester, Hughes, Miller and Surrett under the 2023 Long-Term Incentive Plan is not determinable.

The performance-vesting units of restricted stock granted to Messrs. Swanson, Forrester, Hughes, Miller and Surrett under the 2022 Long-Term Incentive Plan will vest, if at all, based on the Company's achievement of growth metrics in Adjusted EBITDA and other growth related metrics for the performance period beginning on January 1, 2022 and ending on December 31, 2024. As of December 31, 2023, the achievement level with respect to these metrics was below threshold, accordingly, the number and value of the units of performance-vesting restricted stock that are expected to vest reported in the table reflect amounts based on threshold performance. The actual number of units that will vest with respect to the performance-vesting units of restricted stock granted to Messrs. Swanson, Forrester, Hughes, Miller and Surrett under the 2022 Long-Term Incentive Plan is not determinable.

The following table provides information regarding the number of shares or units at threshold under the 2023 Long-Term Incentive Plan and the 2022 Long-Term Incentive Plan outstanding as of December 31, 2023:

		2022 Long-Term Incentive Plan			2023 Long-Term Incentive Plan
Name		Number of Shares or Units That Have Not Vested (#)			Market Value of Shares or Units That Have Not Vested ($)			Number of Shares or Units That Have Not Vested (#)			Market Value of Shares or Units That Have Not Vested ($)
Marc G. Swanson			5,215				275,508				5,929				313,230
James (Jim) W. Forrester Jr.			299				15,796				2,286				120,770
James (Jim) Hughes(1)			515				27,207				823				43,480
Kyle R. Miller			509				26,890				2,113				111,630
Byron Surrett			463				24,460				2,113				111,630

Option Exercises and Stock Vested in 2023

The following table provides information regarding the values realized by our named executive officers upon the vesting of stock awards in 2023.

		Option Awards			Stock Awards
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($) (1)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($) (2)
Marc G. Swanson			-				-				23,293				1,494,486
James (Jim) W. Forrester Jr.			-				-				1,351				84,897
Michelle (Chelle) Adams			12,115				68,569				12,553				738,476
James (Jim) Hughes			-				-				455				24,607
Kyle R. Miller			12,568				422,553				10,003				638,649
Byron Surrett			-				-				5,154				325,511

Pension Benefits

We have no pension benefits for the executive officers.

Nonqualified Deferred Compensation for 2023

We have no nonqualified defined contribution or other nonqualified deferred compensation plans for executive officers.

Potential Payments upon Termination

The following table describes the potential payments and benefits that would have been payable to our named executive officers under existing plans assuming a termination of their employment for reasons other than willful misconduct on December 29, 2023, which was the last business day of fiscal 2023.

The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers. These include accrued but unpaid salary, accrued but unpaid vacation and distributions of plan balances under our 401(k) savings plan.

Name		Cash Severance Payment ($) (1)			Continuation of Group Health Plans ($) (2)			Value of Accelerated Vesting of Equity Awards ($) (3)			Total ($)
Marc G. Swanson
Voluntary resignation			-				-				-				-
Termination under Severance Plan(4)			940,601				25,000				-				965,601
Termination due to death or "disability"			40,601				-				1,961,821				2,002,422
Change in Control (double trigger)(5)			940,601				25,000				2,078,451				3,044,052
Change in Control (good reason)(6)			-				-				2,036,557				2,036,557
James (Jim) W. Forrester Jr.
Voluntary resignation			-				-				-				-
Termination under Severance Plan(4)			307,264				15,000				-				322,264
Termination due to death or "disability"			22,264				-				142,365				164,629
Change in Control (double trigger)(5)			307,264				15,000				351,858				674,122
Change in Control (good reason)(6)			-				-				328,877				328,877
James (Jim) Hughes
Voluntary resignation			-				-				-				-
Termination under Severance Plan(4)			375,000				20,000				-				395,000
Termination due to death or "disability"			-				-				107,229				107,229
Change in Control (double trigger)(5)			375,000				20,000				521,228				916,228
Change in Control (good reason)(6)			-				-				521,228				521,228
Kyle R. Miller
Voluntary resignation			-				-				-				-
Termination under Severance Plan(4)			262,030				15,000				-				277,030
Termination due to death or "disability"			12,030				-				898,158				910,188
Change in Control (double trigger)(5)			262,030				15,000				1,368,150				1,645,180
Change in Control (good reason)(6)			-				-				1,355,735				1,355,735
Byron Surrett
Voluntary resignation			-				-				-				-
Termination under Severance Plan(4)			262,030				15,000				-				277,030
Termination due to death or "disability"			12,030				-				485,395				497,425
Change in Control (double trigger)(5)			262,030				15,000				955,347				1,232,377
Change in Control (good reason)(6)			-				-				942,932				942,932

Upon a termination of executive's employment due to death or disability, the number of performance-vesting units granted under the 2019 Long-Term Incentive Plan and 2021 Long-Term Incentive Plan earned immediately vest.

Upon a termination of employment due to death or "disability," a pro rata portion of the next installment of unvested options and time-vesting units or shares immediately vest.

See "Treatment of Long-Term Incentive and Equity Awards Upon a Termination or Change of Control.

The amounts reported in this column represent the value of unvested restricted units or shares based on the closing market price of our stock on December 29, 2023. The value of unvested stock options is calculated as the difference between the close price on December 29, 2023 and the stock option exercise price, unless the stock option exercise price is higher than the close price, in which case these stock options were not assigned a value. Amounts reported in this column with respect to the 2019 and 2021 performance-vesting unit awards earned as of December 31, 2023. Includes terminations relating to (1) job elimination resulting from a business reorganization, reduction in force, facility closure, or business consolidation, (2) job elimination resulting from a sale or merger; or (3) a lack of available position following a return from a certified medical leave of absence or work-related injury or illness.

Severance Arrangements and Restrictive Covenants

None of our named executive officers have employment agreements. However, we have adopted the Key Employee Severance Plan (the "Severance Plan") for the benefit of certain key employees. Each of the named executive officers employed at year-end was eligible for severance pay and benefits under the Severance Plan. All severance pay and benefits under the Severance Plan must be approved by the Chief Human Resources Officer and the Chairman of the Compensation Committee.

Messrs. Swanson, Forrester, Hughes, Miller and Surrett.

Pursuant to the Severance Plan, if the employment of Messrs. Swanson, Forrester, Hughes, Miller and Surrett terminates as a result of (1) job elimination resulting from a business reorganization, reduction in force, facility closure, or business consolidation; (2) job elimination resulting from a sale or merger; or (3) lack of an available position following a return from a certified medical leave of absence or work related injury or illness, in each case subject to the approval of the Chief Human Resources Officer and the Chairman of our Compensation Committee, Messrs. Swanson, Forrester, Hughes, Miller and Surrett will be entitled to receive:

In order to be eligible for the Severance Plan benefits, an eligible key employee must sign and return a release and waiver of claims that will include but is not limited to (1) a one-year non-compete covenant; (2) a two-year non-solicitation covenant; (3) a non-disparagement covenant; (4) confidentiality clauses prohibiting the disclosure of confidential information and the existence of the separation agreement and release and waiver of claims; (5) an agreement to cooperate in any current or future legal matters relating to activities or matters occurring during such employee's term of employment; and (6) the release of any and all claims that such employee may have against us.

No benefits are payable under the Severance Plan if (1) the eligible key employee fails or refuses to return the separation agreement and release and waiver of claims; (2) the eligible employee voluntarily terminates his or her employment for any reason; (3) the eligible employee terminates as a result of (or grounds for termination existed at the time of termination by reason of the following) (i) misconduct; or (ii) violation of Company rules, policies or practices; or (iii) poor performance; or (4) death, disability or failure to return after an approved leave of absence.

Treatment of Long-Term Incentive and Equity Awards upon Termination or Change in Control

Except as otherwise noted above in "Potential Payments Upon Termination-Severance Agreements and Restrictive Covenants", in connection with a termination of employment or change in control (as defined in the applicable award agreement), long-term incentive and equity awards are generally subject to the following treatment:

Stock options and time-vesting awards. With respect to stock option and time-vesting share or unit awards granted prior to calendar year 2019, to the extent unvested, upon a termination of an executive's employment by the Company without cause or a termination due to the executive's death or disability, in each case within 12 months following a change in control, all unvested stock option and time-vesting share or unit awards will immediately vest and become exercisable. In addition, generally, upon a termination due to the executive's death or disability, other than within 12 months following a change in control, or "qualified retirement" (as defined in the applicable award agreement), a pro-rata portion of the next installment of such awards will immediately vest. If the executive's employment terminates for any other reason other than as described above, all unvested stock options and time-vesting shares will immediately be forfeited.

With respect to stock options and time-vesting units granted in calendar year 2019 and later, upon a termination of an executive's employment by the Company without cause (other than due to death or disability) or, by certain executives, for good reason, in each case, within 12 months following a change in control, all unvested stock options/time-vesting units will immediately vest and become exercisable. In addition, with respect to certain executives, all unvested stock-options will vest and become exercisable, subject to continued employment, on the 12-month anniversary of a change of control. Generally upon a termination due to the executive's death or disability, a pro-rata portion of the next installment of such stock options and time-vesting units will immediately vest. If the executive's employment terminates for any other reason other than as described above, all unvested stock options and time-vesting units will be forfeited.

Performance-vesting shares/units. Upon a change in control during the performance period, the number of performance-vesting units that would have been earned at the end of the fiscal year in which a change in control occurs as determined in good faith based on anticipated performance (the "specified number"), are eligible to vest on the first anniversary of such change in control, subject to continued employment. Any remaining performance-vesting units will remain outstanding and eligible to vest in accordance with the original terms, subject to adjustments. In addition, upon a termination of an executive's employment by the Company without cause (other than due to death or disability) or, by certain executives, for good reason, in each case, within 12 months following a change in control, the specified number of performance-vesting units will vest and all other performance-vesting units will be forfeited. Upon a termination of executive's employment due to death or disability prior to the end of the performance period, a pro-rata portion of the performance-vesting units will be eligible to vest based on actual performance. Any performance-vesting units that do not vest in accordance with the above shall immediately be forfeited. If the executive's employment terminates for any reason other than as described above, all unvested performance-vesting units will be forfeited.

CEO Pay Ratio

Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to determine and disclose the pay ratio of our Chief Executive Officer to that of our median employee.

As allowed under the rules, for 2023, we used the same median employee that was identified in 2022 since there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. For 2022, we identified the median employee by examining the 2022 total taxable cash wages for all of our employees, excluding our CEO, who were employed by us on November 22, 2022. We included all employees, whether employed on a full-time, part-time or seasonal basis. 2022 taxable cash wages, which information we obtained from our internal payroll records, included 2022 base salary or hourly wages, including overtime, paid through November 22, 2022 and actual annual bonus paid in 2022 for 2021 performance (if any). For our permanent full-time and part-time employees, base wages were annualized for those employees who joined the Company in 2022. No normalization adjustments were made for our seasonal part-time employees. On December 21, 2023, we determined the median employee identified in 2022 was still active and the compensation paid in 2023 versus 2022 was largely unchanged. We believe this consistently applied compensation measure reasonably reflects annual compensation across our employee base.

We calculated annual total compensation for the median employee identified in 2023 for the full 2023 fiscal year using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table elsewhere in this Proxy Statement. We believe the pay ratio disclosed herein is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

Based on the above, our Chief Executive Officer to median employee pay ratio is 64.3 to 1.

Relationship between Pay and Performance

Below are graphs showing the relationship of "compensation actually paid" to our Chief Executive Officer and other named executive officers in 2022, 2021 and 2020 to (i) TSR of both United Parks and the S&P Midcap 400 Index, (ii) United Parks' net income and (iii) United Parks' Adjusted EBITDA.

CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement, varying levels of projected and actual achievement of performance goals and accounting assumptions. For a discussion of how our Compensation Committee assessed our performance and our named executive officers' pay each year, see "Compensation Discussion and Analysis" in this proxy statement and in the proxy statements for 2022, 2021 and 2020.

Listed below are the financial and non-financial performance measures which in our assessment represent the most important performance measures we use to link CAP to our named executive officers to company performance for 2023. For a discussion of how our Compensation Committee assessed our performance and our named executive officers' pay each year, see "Compensation Discussion and Analysis" in this proxy statement and in the proxy statements for 2022, 2021 and 2020.

Director Compensation for Fiscal 2023

The following table summarizes all compensation for our non-employee directors for fiscal year 2023.

Name		Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)			Total ($)
Ronald Bension(3)			-				368,284				368,284
James Chambers(4)			-				398,449				398,449
William Gray(5)			-				439,651				439,651
Timothy J. Hartnett(6)			-				804,642				804,642
Yoshikazu Maruyama(7)			-				393,290				393,290
Thomas Moloney(8)			-				374,162				374,162
Neha Jogani Narang(9)			-				346,017				346,017
Scott Ross(10)			-				554,911				554,911
Kimberly Schaefer(11)			-				390,412				390,412

Outside Director Compensation Policy

Cash Compensation

Under the Outside Director Compensation Policy, each non-employee director was entitled to receive annual cash retainers, which were paid quarterly, for service in 2023 to the extent they served in the following positions. The Director Compensation Policy provides that any or all of the above referenced cash compensation may be paid in DSUs or immediately vesting RSUs if a timely election is made by the Outside Director. All directors elected to receive DSUs or RSUs in lieu of cash for 2023. The amount of DSUs or RSUs granted were calculated using the equivalent applicable quarterly payment amount divided by the closing price of a share of common stock of the Company on the date immediately prior to the date the cash payment would have otherwise been made.

Position		2023 Annual Cash Retainer
Chairperson of the Board of Directors		$	225,000
Member of the Board of Directors other than the Chairperson of the Board of Directors		$	100,000
Lead Director		$	100,000
Audit Committee Chairperson		$	30,000
Compensation Committee Chairperson		$	25,000
Nominating and Corporate Governance Committee Chairperson		$	25,000
Revenue Committee Chairperson		$	25,000
Special/Ad Hoc Committee Chairperson*		$	30,000
Audit Committee Member		$	20,000
Compensation Committee Member		$	15,000
Nominating and Corporate Governance Committee Member		$	15,000
Revenue Committee Member		$	15,000
Special/Ad Hoc Committee Member*		$	20,000

*May be such other amounts as may be determined by the Board of Directors upon establishment of the Special/Ad Hoc Committee

To recognize the significant contributions and time required of directors, the Outside Director Compensation Policy provides for a meeting fee of $2,000 per meeting for each Outside Director that attends more than 12 meetings in a calendar year. During 2023, the Board met 23 times in order to respond to macroeconomic factors.

Equity Compensation

The Outside Director Compensation Policy provides that equity awards to non-employee directors will take the form of DSUs or, if timely elected, RSUs payable in shares of our common stock upon settlement. Each DSU awarded to non-employee directors represents the right to receive one share of our common stock in the future. The DSUs will be paid out beginning (a) for awards granted before our annual meeting of stockholders in 2019, one year after the non-employee director leaves the Board, or, if earlier, upon the death of the director or (b) for awards granted on or after our annual meeting of stockholders in 2019, three months after the non-employee director leaves the Board, or six months after the non-employee director leaves the Board if such director is considered a specified employee under 409A of the Internal Revenue Code.

In 2023, non-employee directors were eligible to receive all types of equity awards (except incentive stock options) under our 2017 Omnibus Incentive Plan including discretionary awards not covered under the Outside Director Compensation Policy. The Outside Director Compensation Policy provided in 2023 that on the date of the annual meeting of stockholders, (i) each non-employee director would be granted an annual award of DSUs or if timely elected, RSUs under the 2017 Omnibus Incentive Plan having a Fair Market Value (as defined in the 2017 Omnibus Incentive Plan) equal to $200,000 and (ii) each new non-employee director to our Board of Directors, would be granted an initial award of DSUs or if timely elected, RSUs having a Fair Market Value equal to $200,000 prorated based upon their date of election.

In accordance with our Amended and Restated Outside Director Compensation Policy, each annual equity award granted to our non-employee directors will vest 100% on the day before the next annual meeting of stockholders of the Company occurring after the date of grant, subject to the non-employee director's continued service through such date. Notwithstanding the vesting schedule described above, the vesting of all equity awards granted to a non-employee director in 2023 will vest in full upon a "change in control" (as defined in the 2017 Omnibus Incentive Plan).

Stock Ownership Guidelines

In order to align directors and stockholder interests, the Company has adopted stock ownership guidelines for our directors. The Company's stock ownership guidelines provide that each director is required to hold shares of common stock with a value at least equal to five times the director's annual cash retainer. If a director is not in compliance with the stock ownership guidelines, the director is required to maintain ownership of at least 50% of the net after-tax shares acquired from the Company pursuant to any equity-based awards received from the Company, until such individual's stock ownership requirement is met. This retention requirement only applies to net after-tax shares acquired from the Company after the date of initial adoption of the stock ownership guidelines in 2014. Because an individual covered by the stock ownership guidelines must retain a percentage of net after-tax shares acquired from Company equity-based awards until such individual satisfies the specified guideline level of ownership, there is no minimum time period required to achieve the specified guideline level of ownership. As of December 31, 2023, all outside directors were in compliance with the guidelines. The Company also has stock ownership guidelines applicable to executives. See "Executive Compensation ― Executive Compensation Governance Practices ― Stock Ownership Guidelines."

Ownership ofSecurities

The following table and accompanying footnotes set forth information regarding the beneficial ownership of our common stock as of April 15, 2024 by: (1) each person known to us to beneficially own more than 5% of our common stock, (2) each of the named executive officers, (3) each of our directors and (4) all of our directors and executive officers as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage, but not for purposes of computing any other person's percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

As of April 15, 2024, there were 63,222,811 shares of our common stock outstanding.

Name of beneficial owner		Amount and Nature of Beneficial Ownership			Percent of Common Stock Outstanding
Beneficial Owners of More than 5%
Hill Path Capital LP(1)			27,205,306				43.0	%
The Vanguard Group(2)			3,834,060				6.1	%
Directors and Named Executive Officers:
Marc G. Swanson(3)(5)(8)			192,992			*
James (Jim) W. Forrester Jr.(3)(4)(5)(8)			6,150			*
Michelle (Chelle) Adams			-			*
James (Jim) Hughes(3)(4)(5)			2,765			*
Kyle R. Miller(3)(4)(5)(8)			28,132			*
Byron Surrett(3)(4)(5)(8)			11,119			*
Ronald Bension(6)			19,053			*
James Chambers(6)			19,019			*
William Gray(6)(7)			38,402			*
Timothy Hartnett(6)			10,903			*
Nathaniel J. Lipman(6)			-			*
Yoshikazu Maruyama(6)			15,000			*
Thomas Moloney(6)(9)			34,753			*
Neha Jogani Narang(6)			5,374			*
Scott Ross(6)(7)			47,510			*
Kimberly Schaefer(6)			116			*
All current directors and executive officers as a group (18 persons)(3)(4)(5)(6)(7)(8)(9)(10)			710,906				1.1	%

* Less than 1%.

Amount reported in the table above excludes 47,510 shares of our common stock and 24,297 DSUs held directly by Mr. Ross.

Mr. Ross disclaims beneficial ownership of the shares beneficially owned by the Hill Path entities except to the extent of his pecuniary interest therein.

The address of the Hill Path entities and Mr. Ross is 150 East 58th Street, 33rd Floor, New York, New York 10155.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires executive officers and directors, a company's chief accounting officer and persons who beneficially own more than 10% of a company's common stock, to file initial reports of ownership and reports of changes in ownership with the SEC and the NYSE. Executive officers, directors, the chief accounting officer and beneficial owners with more than 10% of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of copies of such reports and written representations from our executive officers, and directors, we believe that our executive officers, directors and Hill Path complied with all Section 16(a) filing requirements during 2023 except that (i) a Form 4 filed on February 15, 2023 for one transaction for Mr. Miller which was due on February 10, 2023 and was delinquent due to a processing error, (ii) a Form 4 filed on March 6, 2023 for three transactions for each of Ms. Boyle, Dr. Dold, Mr. Finazzo, Mr. Forrester, Mr. Hughes, Mr. Miller, Mr. Surrett, Mr. Swanson and Mr. Taylor which were each due on March 2, 2023 and were delinquent due to a processing delay, and (iii) a Form 4 filed on April 2, 2024 for three transactions for Ms. Schaefer which were due on April 4, 2023, July 5, 2023, and October 3, 2023 respectively and were delinquent due to a calculation error.

Transactions withRelated Persons

Our Board of Directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board of Directors has adopted a written policy on transactions with related persons that is in conformity with the requirements upon issuers having publicly-held common stock that is listed on the NYSE. Under this policy:

In connection with the review and approval or ratification of a related person transaction:

In addition, the related person transaction policy provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee's status as an "independent," "outside," or "non-employee" director, as applicable, under the rules and regulations of the SEC, the NYSE and the Code of Business Conduct and Ethics.

Transactions with Certain Stockholders

In May 2019, Hill Path Capital LP ("Hill Path") and certain of its affiliates purchased 13,214,000 shares of our common stock that had been pledged by a former significant stockholder and subsequently foreclosed on by such stockholder's lenders (the "HP Purchase").

Hill Path Stockholders Agreement

In connection with the HP Purchase, the Company entered into a stockholders agreement with Hill Path (the "Stockholders Agreement"). The Stockholders Agreement was amended on February 27, 2024, which amendment was approved by the Company's stockholders on March 25, 2024 (the "Amendment"). Under the Stockholders Agreement, for so long as Hill Path owns at least 5% of the Company's outstanding common stock, it will have the right to designate a number of individuals as directors (the "Hill Path Designees") in proportion to its share ownership, provided that the maximum number of Hill Path Designees shall not exceed three. Scott Ross and James Chambers are each currently a Hill Path Designee.

The Stockholders Agreement, as amended by the Amendment, generally requires Hill Path to vote all of its shares in excess of 24.9% solely in the same proportion as the votes of the Company's outstanding voting shares not owned or controlled by Hill Path. The Stockholders Agreement requires Hill Path to not transfer any shares of the Company unless it is a "Permitted Transfer" as defined in the Stockholders Agreement. In addition, other than in an underwritten public offering or underwritten or registered block trade, or a Permitted Transfer, Hill Path is not permitted to transfer shares of the Company to certain restricted entities or, to the knowledge of Hill Path or its broker, a person or group who is a 25% stockholder or who would thereby become a 25% stockholder.

In addition, for so long as the Stockholders Agreement is in effect, the Stockholders Agreement prohibits Hill Path and its affiliates from, among other things, acquiring or proposing to acquire securities of the Company if, after giving effect to such acquisition, Hill Path and its affiliates would own an amount in excess of 34.9% of the Company's outstanding shares of common stock (or 39.9% if permitted under the Company's indebtedness). In addition, the Amendment provides that any material related party transaction with Hill Path or its affiliates will require approval of a special committee of directors independent of Hill Path and its affiliates.

In connection with any acquisition transaction involving more than 50% of the Company's equity securities, assets, revenues or net income, Hill Path has agreed that the price per share received by Hill Path in connection with the acquisition transaction shall be identical to the price per share received by other stockholders. If the form of consideration per share received by Hill Path is not identical to the form of consideration per share received by other stockholders, the Hill Path Designees shall recuse themselves from the consideration, evaluation and other processes of the Board or any duly authorized committee thereof with respect to the acquisition transaction.

The Amendment provides that any take private transaction, sale or merger of the Company proposed by Hill Path or directors affiliated with Hill Path will require approval of both (i) a special committee of directors independent of Hill Path and its affiliates, and (ii) the Disinterested Stockholder Approval.

The Hill Path Stockholders Agreement will terminate when Hill Path and its affiliates, in the aggregate, hold less than 5% of the Company's common stock. The Amendment provides that its terms will cease to have effect at any time if both the aggregate beneficial ownership and the aggregate economic ownership of Hill Path and its affiliates fall below their current levels. The Amendment will again become effective at any time thereafter if either the aggregate beneficial ownership or the aggregate economic ownership of Hill Path and its affiliates again equals or exceeds their current levels. The Amendment also provides that any waiver by the Company from or amendment to the Amendment will require approval of a majority of the directors that are independent of Hill Path and its affiliates.

Hill Path Registration Rights Agreements

In connection with the HP Purchase, the Company also entered into a registration rights agreement (the "Hill Path Registration Rights Agreement") with Hill Path and certain of its affiliates. The Hill Path Registration Rights Agreement provides that, subject to the transfer restrictions set forth in the Hill Path Stockholders Agreement, Hill Path has customary "demand" and "piggyback" registration rights. The Hill Path Registration Rights Agreement also requires the Company to pay certain expenses relating to such registrations and to indemnify the registration rights holders against certain liabilities under the Securities Act.

Hill Path Undertaking Agreement

In connection with the HP Purchase, the Company also entered into an amended and restated undertaking agreement with Hill Path, Scott Ross and James Chambers (the "Hill Path Undertaking Agreement"). Pursuant to the Hill Path Undertaking Agreement, Scott Ross and James Chambers will, subject to and in accordance with the terms of the Hill Path Undertaking Agreement, be permitted to and may provide information to certain personnel of Hill Path and certain of Hill Path's advisors. The undertakings of Hill Path, Scott Ross and James Chambers pursuant to the Hill Path Undertaking Agreement are effective for 12 months following the date on which there is no director serving on the Board who is designated by Hill Path.

Repurchase of Securities

As market conditions warrant, we and our major stockholders, including Hill Path and its affiliates, may from time to time, depending upon market conditions, seek to repurchase our debt securities or loans in privately negotiated or open market transactions, by tender offer or otherwise.

STOCKHOLDER Proposals forthe 2025 Annual Meeting

If any stockholder wishes to propose a matter for consideration at our 2025 Annual Meeting of Stockholders, the proposal should be mailed by certified mail return receipt requested, to our Corporate Secretary, United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, FL 32821. To be eligible under the SEC's stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our 2025 Annual Meeting Proxy Statement and form of proxy, a proposal must be received by our Corporate Secretary on or before December 30, 2024. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In addition, our bylaws permit stockholders to nominate directors and present other business for consideration at our Annual Meeting of Stockholders. To make a director nomination or present other business for consideration at the Annual Meeting of Stockholders to be held in 2025, you must submit a timely notice in accordance with the procedures described in our bylaws. To be timely, a stockholder's notice shall be delivered to the Corporate Secretary at the principal executive offices of our Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting. Therefore, to be presented at our Annual Meeting to be held in 2025, such a proposal must be received on or after February 13, 2025, but not later than March 15, 2025. Any notice of director nomination must include the additional information required by Rule 14a-19(b) under the Exchange Act. In the event that the date of the Annual Meeting of Stockholders to be held in 2025 is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of this year's Annual Meeting of Stockholders, such notice by the stockholder must be so received no earlier than 120 days prior to the Annual Meeting of Stockholders to be held in 2025 and not later than the 90th day prior to such Annual Meeting of Stockholders to be held in 2025 or 10 calendar days following the day on which public announcement of the date of such Annual Meeting is first made. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our bylaws. The proxy solicited by the Board for the 2025 Annual Meeting of Stockholders will confer discretionary authority to vote as the proxy holders deem advisable on such stockholder proposals which are considered untimely.

Householding of Proxy Materials

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as "householding", provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of the proxy statement and annual report by contacting G. Anthony (Tony) Taylor, 6240 Sea Harbor Drive, Orlando, Florida 32821, (407) 226-5011.

Other Business

The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.

	By Order of the Board of Directors,
	G. Anthony (Tony) Taylor
	Corporate Secretary

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website (www.unitedparks.com) and click on "SEC Filings" under the "Investor Relations" heading.

Copies of our Annual Report on Form 10-K for the year ended December 31, 2023, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to:

Corporate Secretary

United Parks & Resorts Inc.

6240 Sea Harbor Drive

Orlando, Florida 32821

s. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date you