Cinemark Holdings, Inc. (NYSE:CNK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d) Effective May25, 2017, the board of directors (the Board) of
Cinemark Holdings, Inc. (the Company, we or our) elected
Ms.NancyS. Loewe to the Board.
Ms.Loewe was elected to be a ClassI director to fill the board
seat formerly held by Mr.Don Soderquist. The Board has also named
Ms.Loewe to serve on the Audit Committee.
As a non-employee director,Ms.Loewe shall be compensated
according to our Third Amended and Restated Director Compensation
Policy (the Director Compensation Policy) for non-employee
directors. to the Director Compensation Policy, Ms.Loewe will
receive a base retainer fee of $60,000, an additional retainer of
$10,000 for serving as a member of the Audit Committee, and an
annual grant of restricted shares of the Companys common stock,
par value $0.001 (Common Stock) valued at $115,000. The number of
restricted shares to be issued is determined by dividing $115,000
by the fair market value of a share of Common Stock on the grant
date, rounded down to the nearest whole share. The initial award
and each annual award generally vest on the first anniversary of
the date of the grant, subject to continued service to the
Company through the vesting dates.
We issued a press release on May25, 2017, announcing the election
of Ms.Loewe to the Board. A copy of the press release is
furnished herewith as Exhibit 99.1 to this Current Report on Form
8K.
(e) Effective May25, 2017, the 2017 Omnibus Incentive Plan (the
Omnibus Plan) was approved by the stockholders of the Company.
The Omnibus Plan replaces the Amended and Restated Cinemark
Holdings, Inc. 2006 Long Term Incentive Plan, as amended (the
Incentive Plan), and the Cinemark Holdings, Inc. Performance
Bonus Plan, as amended, both of which have been terminated
effective May25, 2017. The Omnibus Plan permits the Board to
award both equity and cash bonus incentives to employees,
directors and consultants of the Company and its affiliates.
The foregoing description does not constitute a complete summary
of the Omnibus Plan and is qualified in its entirety by reference
to the complete text of the Omnibus Plan attached as Appendix A
to the Companys definitive proxy statement filed with the
Securities and Exchange Commission (SEC) on April7, 2017.
| Item5.07 |
Submission of Matters to a Vote of Security Holders |
(a) On May25, 2017, Cinemark Holdings, Inc. (the Company) held
its annual meeting of stockholders (the Annual Meeting).
(b) There were five items submitted to stockholders at the Annual
Meeting.
| 1. |
Election of three ClassI directors to serve for three years on our Board; |
| 2. |
Ratification of the appointment of Deloitte Touche, LLP as our independent registered public accountant for the fiscal year ending December31, 2017; |
| 3. | Approval of the Omnibus Plan; |
| 4. | Advisory vote on executive compensation; and |
| 5. |
Advisory vote on the frequency of vote on executive compensation |
The items are described in greater detail in the Companys
definitive proxy statement filed with the SEC on April7, 2017.
The final voting results were as follows:
| Item1: | Election of Directors |
The stockholders voted to elect three ClassI directors.All
nominees were elected and thestockholders cast votes for
thenominees as follows:
|
Nominee |
For | Withheld | BrokerNon-Votes | |||||||||
|
Steven P. Rosenberg |
103,869,499 | 1,642,776 | 4,160,484 | |||||||||
|
Enrique F. Senior |
104,834,878 | 677,397 | 4,160,484 | |||||||||
|
Nina Vaca |
104,924,659 | 587,616 | 4,160,484 |
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| Item2: |
Ratification of the Appointment of Deloitte Touche, LLP as the Companys Independent Registered Public Accountant |
The stockholders ratified the appointment of Deloitte Touche, LLP
as our independent registered public accountant for the fiscal
year ending December31, 2017. Stockholders cast votes for the
ratification as follows:
| For | Against | Abstain | ||||||||||||||
| Ratification of the Appointment of Deloitte Touche, LLP | 107,580,463 | 820,645 | 1,271,651 |
| Item3: | Approval of the 2017 Omnibus Incentive Plan |
The stockholders voted to adopt the Omnibus Plan. The
stockholders cast votes for the approval as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
|
Approval of the Omnibus Plan |
96,727,232 | 8,666,704 | 118,339 | 4,160,484 |
| Item4: | Advisory Vote on Executive Compensation |
The stockholders adopted, on a non-binding, advisory basis, a
resolution approving the compensation of the Companys named
executive officers as disclosed to Item 402 of Regulation S-K,
including the compensation discussion and analysis, compensation
tables and narrative discussion. The stockholders cast votes for
the proposal as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
|
Advisory Vote on Executive Compensation |
99,187,985 | 6,194,595 | 129,695 | 4,160,484 |
| Item5: |
Advisory Vote on Frequency of Vote on Executive Compensation |
The stockholders recommended, on a non-binding, advisory basis,
the frequency of future stockholder votes on the compensation of
the Companys named executive officers. The stockholders cast
votes for the proposal as follows:
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||
|
Frequency of Advisory Vote on Executive Compensation |
94,312,285 | 79,502 | 11,010,047 | 110,441 |
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Exhibit Description |
|
| 99.1 | Press Release dated May25, 2017. |
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About Cinemark Holdings, Inc. (NYSE:CNK)
Cinemark Holdings, Inc. (Cinemark) is engaged in the motion picture exhibition business with theatres in the United States, Brazil, Mexico, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Curacao and Bolivia. The Company manages its business in two segments: United States markets and international markets. The international segment consists of operations in Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia and Curacao. It operates approximately 500 theatres and over 5,800 screens in the United States and Latin America. Its United States circuit has approximately 340 theatres and over 4,510 screens in over 40 states and its international circuit has over 180 theatres and approximately 1,280 screens. It develops platforms for its theatre circuit, such as XD, Movie Bistro, Cinemark Reserve, Luxury Lounger reclining seats, D-BOX seating and CineArts. Cinemark Holdings, Inc. (NYSE:CNK) Recent Trading Information
Cinemark Holdings, Inc. (NYSE:CNK) closed its last trading session down -0.11 at 39.40 with 811,364 shares trading hands.