On August 1, 2019, the Board of Directors (the “Board”) of National CineMedia, Inc. (the “Company”) appointed>Thomas F. Lesinski, 59, as Chief Executive Officer (“CEO”) of the Company, effective as of August 2, 2019 (the “Effective Date”). Mr. Lesinski has served as a director of the Company since December 2014 and as Chairman of the Board since August 2018.

In connection with his appointment as CEO of the Company, Mr. Lesinski resigned from the Board as the independent director designated by Cinemark Media, Inc. (“Cinemark”) to the Director Designation Agreement, dated as of February 13, 2007, among the Company and American Multi-Cinema, Inc., Cinemark and Regal CineMedia Holdings, LLC (the “Director Designation Agreement”). to its rights under the Director Designation Agreement, Cinemark has notified the Company that it will designate a replacement director who is an independent director under the rules of the Nasdaq Stock Market. to the Director Designation Agreement, the Board is required to elect such director, subject to the Board’s determination in good faith, after consultation with outside legal counsel, that such action would not constitute a breach of its fiduciary duties or applicable law, is required to elect such director.

Mr. Lesinski also resigned his positions as Chairman of the Board and as a member of the Audit Committee of the Board. The Board subsequently appointed Mr. Lesinski as a member of the Board in his role as CEO. The Board also appointed Mark B. Segall to serve as Board Chair. In addition, as of the Effective Date, Clifford E. Marks will relinquish his role as interim CEO but will continue to serve as President of the Company.

Mr. Lesinski previously served as the CEO and board director of Sonar Entertainment, an independent television studio from January 2016 until immediately prior to the Effective Date. He also was the founder and CEO of Energi Entertainment, a multi-media content production company from August 2014 until December 2015. From 2013 to 2014, Mr. Lesinski was President of Digital Content and Distribution at Legendary Entertainment, a media company dedicated to producing and delivering content to audiences with a targeted focus on the fandom demographic. From 2006 to 2013, Mr. Lesinski served as President, Digital Entertainment and President of Worldwide Home Entertainment at Paramount Pictures, a global producer and distributor of filmed entertainment. Prior to joining Paramount Pictures, Mr. Lesinski spent a decade in various marketing, sales and management leadership positions at Warner Bros., including Executive Vice President, Worldwide Marketing and Development, and Executive Vice President and General Manager of Warner Home Video. He began his career in advertising, working at BBDO, Foote, Cone & Belding, and Clairol Inc.

The Company entered into an employment agreement with Mr. Lesinski (the “Employment Agreement”), dated August 1, 2019. A summary of the material terms and conditions of the Employment Agreement is set forth below.

Employment Term. The term of the Employment Agreement is three years commencing on the Effective Date, unless earlier terminated by the Company or Mr. Lesinski.

Base Salary and Annual Incentive Opportunities. Mr. Lesinski’s annual base salary will initially be $750,000. Mr. Lesinski will be eligible to participate in the Company’s annual cash bonus program for senior executive officers, with a target and maximum annual bonus equal to 50% of annual base salary; provided, however, that any bonus related to fiscal year 2019 shall be prorated for the period between the Effective Date and December 26, 2019. The Company will also provide Mr. Lesinski the opportunity to receive a long-term incentive award with a grant date fair market value of at least $1,000,000 each year, in such amount and to such terms as may be determined in the sole discretion of the Board, subject to limitations in the Employment Agreement related to the mix of equity awards.

Initial Equity Grants. Mr. Lesinski will receive (i) time-based restricted stock valued at $125,000, which shares will vest in three equal installments on each of the first through third anniversaries of the grant date subject to Mr. Lesinski’s continued employment with the Company through each applicable vesting date, (ii) performance-based restricted stock valued at $375,000, which shares will vest in February 2022 upon the satisfaction of pre-established performance criteria and his continued employment with the Company, and (iii) a time-based stock option award with a grant date fair value of $500,000 and an exercise price of $8.00 per share and a term of ten years, with vesting to occur in three equal installments on each of the first through third anniversaries of the grant date subject to Mr. Lesinski’s continued employment with the Company through each applicable vesting date.

Termination of Employment. If Mr. Lesinski’s employment is involuntarily terminated by the Company without Cause (as defined in the Employment Agreement), he will receive a cash payment in an amount equal to 50% of his annual base salary plus 50% of his target bonus, which amounts increase to 150% of annual base salary and 150% of the target bonus if the involuntary termination occurs on or within 12 months of the Effective Date. If Mr. Lesinski’s employment is involuntarily terminated during the 12-month period following a Change in Control (as defined in the Employment Agreement) he will receive a cash payment in an amount equal to 200% of his annual base salary plus 200% of the target bonus. For up to 12 months following any such termination of employment, the Company will pay Mr. Lesinski an after-tax amount equal to the monthly premium paid by Mr. Lesinski for COBRA coverage under the Company’s group health and dental plans. Mr. Lesinski’s receipt of the termination payments is contingent upon execution of a general release of any potential claims against the Company.

Other Benefits and Provisions.>Mr. Lesinski will be entitled to other benefits that are customarily provided to the Company’s other senior officers. Mr. Lesinski will also be entitled to reasonable documented temporary living and moving expenses and automobile expenses during the term of the Employment Agreement in an amount, on an after-tax basis, to be up to $25,000 during each of 2019 and 2022 and up to $50,000 in each of 2020 and 2021. The Employment Agreement also contains customary covenants with respect to non-competition, non-solicitation, non-disparagement and confidentiality.

The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2019.

Mr. Lesinski does not have a family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Lesinski and any other persons to which Mr. Lesinski was selected as CEO of the Company. Mr. Lesinski does not have any direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.

Effective August 1, 2019, an amendment to Section 3.02 of the Company’s Amended and Restated Bylaws (the “Bylaws”) became effective, providing that the Board shall consist of no more than nine directors, rather than eight directors. A copy of the amendment to the Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On August 5, 2019, the Company issued a press release announcing the appointment of Mr. Lesinski as CEO of the Company. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this Item 7.01, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

(d) Exhibits.

National CineMedia, Inc. Exhibit
EX-3.1 2 bylawsamendment81.htm EXHIBIT 3.1 Exhibit Exhibit 3.1Amendment toAmended and Restated Bylaws of National CineMedia,…
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About National CineMedia, Inc. (NASDAQ:NCMI)

National CineMedia, Inc. (NCM, Inc.) is a holding company that manages its consolidated subsidiary National CineMedia, LLC (NCM LLC). NCM LLC operates the digital in-theatre media network in North America, through which it sells in-theatre and online advertising and promotions. The Company is engaged in advertising business. It operates through advertising segment. The Company’s advertising and entertainment pre-show, FirstLook, lobby entertainment network (LEN) and programming are distributed across its digital content network (DCN) utilizing its digital content software (DCS). NCM, Inc. has no business operations or material assets. Its on-screen digital FirstLook pre-feature show consists of national and local advertising, as well as behind the scenes making-of and other entertainment content provided by its content partners and other clients. The Company’s Lobby Entertainment Network (LEN) has approximately 3,104 screens in over 1,519 theatres connected to its DCN.