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 OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed, two members resigned from the board of directors of National CineMedia Inc. (the “Company”) on February 28, 2018.These two directors were designated to the board of directors by Regal CineMedia Holdings, LLC (“Regal”) to the Director Designation Agreement, dated as of February13, 2007, among the Company and its founding members, American Multi-Cinema, Inc., Cinemark Media, Inc., and Regal (the “Director Designation Agreement”).To fill these two vacancies Regal has designated Mark Segall and Renana Teperberg to the Director Designation Agreement. On March 13, 2018, the Company’s board of directors elected Mr. Segall and Ms. Teperberg as directors, effective immediately. Mr. Segall and Ms. Teperberg have not been appointed to serve on any committees of the board of directors at this time.
In accordance with Section 2.2 of the Director Designation Agreement, Mr. Segall is an independent director as determined by the rules of the Nasdaq Stock Market. Ms. Teperberg serves as the Chief Commercial Officer of Cineworld Group plc, which indirectly owns Regal.
There are no family relationships between either of Mr. Segall or Ms. Teperberg and any director or executive officer of the Company.
As an independent director of the Company, Mr. Segall was awarded, effective upon his election, 17,628 restricted stock units under the Company’s 2016 Equity Incentive Plan. Mr. Segall will be eligible to receive compensation in accordance with the Company’s standard arrangements for independent directors, as described under “Non-Employee Independent Director Compensation” in the Company’s definitive proxy statement filed on March 15, 2017.
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Item 7.01 |
Regulation FD Disclosure. |
On March 14, 2018, the Company issued a press release announcing the appointment of Mr. Segall and Ms. Teperberg to the Company’s board of directors. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
National CineMedia, Inc. ExhibitEX-99.1 2 ncmi-ex991_6.htm EX-99.1 ncmi-ex991_6.htm Exhibit 99.1 National CineMedia,…To view the full exhibit click here
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.
