National CineMedia, Inc. (NASDAQ:NCMI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
|
Departure of Directors or Certain Officers; Election of |
On December 20, 2016, Craig R. Ramsey resigned from the board of
directors of National CineMedia, Inc. (the Company) in accordance
with the Department of Justices proposed settlement with AMC
Entertainment Holdings, Inc. regarding its acquisition of Carmike
Cinemas, Inc. (Carmike). Mr. Ramsey was designated to the board
of directors by American Multi-Cinema Inc. and its affiliates
(AMC) to the Director Designation Agreement, dated as of February
13, 2007, between the Company and its founding members, AMC,
Cinemark Media, Inc. and its affiliates and Regal CineMedia
Holdings, LLC and its affiliates (the Director Designation
Agreement).
Item 8.01 Other Events.
On December 20, 2016, the Company and National CineMedia, LLC
(NCM LLC) issued a press release regarding the Department of
Justices proposed settlement with AMC Entertainment Holdings,
Inc. regarding its acquisition of Carmike.A copy of this press
release is attached as Exhibit 99.1 to this report and is
incorporated herein by reference.
On December 20, 2016, AMC provided the Company with its written
waiver of certain of its rights to the Third Amended and Restated
Limited Liability Company Operating Agreement of National
CineMedia, LLC, dated as of February 13, 2007, as amended March
16, 2009, August 6, 2010 and September 3, 2013, (collectively,
the NCM LLC Operating Agreement).AMC waived and relinquished its
right to vote on all matters that require a Majority Member Vote,
as well as, its approval rights under the NCM LLC Operating
Agreement for the term of the proposed settlement with the
Department of Justice, as well as, the term of any final
judgement.Further, AMC waived its right under the Director
Designation Agreement to designate two persons to be appointed or
nominated for election to the board of directors of the Company,
including the right to appoint or nominate successors to such
designees for the term of the proposed settlement with the
Department of Justice, as well as, the term of any final
judgement.
|
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
99.1 |
Press Release of the Company dated December 20, 2016 |
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. National CineMedia, Inc. (NASDAQ:NCMI) Recent Trading Information
National CineMedia, Inc. (NASDAQ:NCMI) closed its last trading session down -0.06 at 14.62 with 128,105 shares trading hands.
