Carmike Cinemas, Inc. (CKEC) Files An 8-K Submission of Matters to a Vote of Security Holders

Carmike Cinemas, Inc. (CKEC) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item5.07. Submission of Matters to a Vote of Security Holders.

On November15, 2016, Carmike Cinemas, Inc. (Carmike) reconvened a
special meeting of its stockholders (the Special Meeting), at
which Carmikes stockholders approved the Amended and Restated
Agreement and Plan of Merger, dated as of July24, 2016 (the
Merger Agreement) by and among Carmike, AMC Entertainment
Holdings, Inc. (AMC) and Congress Merger Subsidiary, Inc. (Merger
Sub), to which AMC agreed to acquire Carmike through a merger of
Merger Sub with and into Carmike (the Merger).

At the Special Meeting, holders of 20,380,705 shares of Carmike
common stock, which represents approximately 83.57% of the shares
of Carmike common stock outstanding and entitled to vote as of
the record date of September27, 2016, were represented in person
or by proxy.

The voting results for each proposal, each of which is described
in greater detail in Carmikes definitive proxy
statement/prospectus (the Proxy Statement/Prospectus) filed with
the U.S. Securities and Exchange Commission (the SEC) on
October11, 2016, follow below:

Proposal 1: to adopt the Merger Agreement, as it
may be further amended from time to time, by and among Carmike,
AMC and Merger Sub.


For


Against


Abstain


Broker Non-Votes


17,635,965

2,674,010 70,730

Proposal 2: to approve, on a non-binding
advisory basis, the compensation arrangements that may be payable
to Carmikes named executive officers in connection with the
completion of the Merger to the Merger Agreement.


For


Against


Abstain


Broker Non-Votes


9,079,296

11,174,895 126,514

Proposal 3: to approve an adjournment of the
Special Meeting from time to time if necessary or appropriate,
including to solicit additional proxies if there are not
sufficient votes at the time of the Special Meeting to adopt the
Merger Agreement; however, in view of the approval and adoption
of the Merger Agreement by Carmikes stockholders, this proposal
was not necessary.


For


Against


Abstain


Broker Non-Votes


16,479,972

3,620,505 280,228

Item8.01. Other Events.

On November15, 2016, Carmike issued a press release announcing
the voting results of the special meeting. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
into this Item8.01 by reference.

Disclosure Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of the federal securities laws.
Statements that are not historical facts, including statements
about Carmikes beliefs, expectations and future performance, are
forward-looking statements. Forward-looking statements include
statements preceded by, followed by or that include the words,
believes, expects, anticipates, plans, estimates, seeks or
similar expressions. Forward-looking statements are only
predictions and are not guarantees of performance. These
statements are based on beliefs and assumptions of Carmikes
management, which in turn are based on currently available
information. The forward-looking statements also involve risks
and uncertainties, which could cause actual results to differ
materially from those contained in any forward-looking statement.
Many of these factors are beyond Carmikes ability to control or
predict. Important factors that could cause actual results to
differ materially from those contained in any forward-looking
statement include, but are not limited to: the occurrence of any
event, change or other circumstances that could give rise to the
termination of the amended and restated merger agreement; the
inability to complete the proposed merger due to the failure to
obtain regulatory approval for the proposed merger or the failure
to satisfy other conditions of the proposed merger within the
proposed timeframe or at all; disruption in key business
activities or any impact on Carmikes relationships with third
parties as a result of the announcement of the proposed merger;
risks related to disruption of managements attention from
Carmikes ongoing business operations due to the proposed merger;
the outcome of any legal proceedings, regulatory proceedings or
enforcement matters that may be instituted against Carmike and
others relating to the amended and restated merger agreement; the
risk that the pendency of the proposed merger disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the pendency of the proposed merger; the
amount of the costs, fees, expenses and charges related to the
proposed merger; adverse regulatory decisions; unanticipated
changes in the markets for Carmikes business segments; general
economic conditions in Carmikes regional and national markets;
Carmikes ability to comply with covenants contained in the
agreements governing Carmikes indebtedness; Carmikes ability to
operate at expected levels of cash flow; financial market
conditions including, but not limited to, changes in interest
rates and the availability and cost of capital; Carmikes ability
to meet its contractual obligations, including all outstanding
financing commitments; the availability of suitable motion
pictures for exhibition in Carmikes markets; competition in
Carmikes markets; competition with other forms of entertainment;
the effect of Carmikes leverage on its financial condition;
prices and availability of operating supplies; the impact of
continued cost control procedures on operating results; the
impact of asset impairments; the impact of terrorist acts;
changes in tax laws, regulations and rates; and financial, legal,
tax, regulatory, legislative or accounting changes or actions
that may affect the overall performance of Carmikes business.

Consider these factors carefully in evaluating the
forward-looking statements. Additional factors that may cause
results to differ materially from those described in the
forward-looking statements are set forth in Carmikes Annual
Report on Form 10-K for the fiscal year ended December31, 2015,
which was filed with the SEC on February29, 2016, under the
heading Item 1A. Risk Factors, and in Carmikes subsequently filed
reports with the SEC, including Forms 10-Q and 8-K. Readers are
cautioned not to place undue reliance on the forward-looking
statements included in this Current Report on Form 8-K, which
speak only as of the date hereof. Carmike does not undertake to
update any of these statements in light of new information or
future events, except as required by applicable law.

Item9.01. Financial Statements and Exhibits.


(d)
Exhibits.

Exhibit 99.1 Press Release of Carmike Cinemas, Inc., dated
November15, 2016.


S


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