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 |
2017 Restricted Stock Awards to Executive Officers
The Compensation Committee of the Board of Directors of the
Company granted performance-based and time-based restricted stock
awards to each of the Companys executive officers effective
January 19, 2017, as described in greater detail below.
The following table shows the target number of Performance-Based
Restricted Stock and Time-Based Restricted Stock for each
executive officer:
|
Name and Position |
Number of Target Shares of Performance – Based Restricted |
Number of Shares of Time – Based Restricted Stock |
Total Number of Shares of Restricted Stock |
|
Andrew J. England Chief Executive Officer Director |
76,013 |
25,338 |
101,351 |
|
Clifford E. Marks President |
95,692 |
63,795 |
159,487 |
|
Katherine L. Scherping Chief Financial Officer |
28,946 |
19,297 |
48,243 |
|
Ralph E. Hardy Executive Vice President General Counsel |
22,012 |
14,675 |
36,687 |
|
Executive Officers as a Group |
222,663 |
123,105 |
345,768 |
|
(1) |
Reflects the target number of shares that will |
|
Free Cash Flow – % of Target |
Award Vesting % of Target Shares |
|
85% |
None |
|
85% |
25% |
|
90% |
50% |
|
95% 50% |
75% 50% |
|
105% |
150% |
|
Digital Revenue – % of Target |
Award Vesting % of Target Shares |
|
44.4% |
None |
|
44.4% |
25% |
|
50% |
50% |
|
155.6% |
200% |
Payouts will be interpolated for performance between points shown
in the tables above.
The time-based restricted shares are scheduled to vest 33.33% on
the first, second and third anniversaries of the grant date,
subject to continuous service.The time-based restricted shares
include the right to receive regular and special cash dividends,
if and when the underlying shares vest.
Upon vesting of the restricted stock described above, National
CineMedia, LLC (NCM LLC) will issue common membership units to
the Company equal to the number of shares of the Companys common
stock represented by such restricted stock.
2017 Base Salaries for Executive Officers
The Compensation Committee approved the following 2017 base
salaries effective January 19, 2017.
|
2017 Base Salary |
2016 Base Salary |
Percentage Increase |
|
|
Name and Position |
(in thousands) |
||
|
Andrew J. England Chief Executive Officer Director |
$875 |
$750 |
17% |
|
Clifford E. Marks President |
$858 |
$842 |
2% |
|
Katherine L. Scherping Chief Financial Officer |
$408 |
$400 |
2% |
|
Ralph E. Hardy Executive Vice President General Counsel |
$310 |
$304 |
2% |
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 -0.04 at 15.00 with 455,547 shares trading hands.
