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 Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On July 1, 2018, Andrew P. Glaze joined the Board of Directors of National CineMedia, Inc. (the “Company”). Additional information about Mr. Glaze and the conditions surrounding his appointment can be found in the Company’s Current Report on Form 8-K filed on June 1, 2018. Paula Williams Madison, a director since 2014, resigned from the Board immediately prior to Mr. Glaze’s appointment, and Mr. Glaze was appointed to fill the resulting vacancy.

Mr.Glaze will initially serve on the Compensation Committee and Nominating and Governance Committee of the Board. Following Mr. Glaze’s appointment, the Compensation Committee of the Board is composed of Mr. Glaze, Lawrence A. Goodman, David R. Haas and Thomas F. Lesinksi, and the Nominating and Governance Committee of the Board is composed of Mr. Glaze, Mr. Goodman and Scott N. Schneider.

Declassification of Board of Directors

Information regarding the resignation and re-appointment of directors in connection with the declassification of the Company’s Board of Directors is incorporated by reference into this Item 5.02 from Item 5.03 below.

At the Company’s Annual Meeting of the Stockholders (the “Annual Meeting”) held on July 6, 2018, the stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to declassify the Company’s Board of Directors and to provide instead for the annual election of directors, increase the maximum size of the Board from ten to eleven directors, and amend certain Board approval rights. The amendment to the Certificate of Incorporation is more fully described in the Company’s definitive proxy statement on Schedule 14A filed on June 11, 2018. The amendment became effective upon acceptance of the filing by the Secretary of State of the State of Delaware on July 6, 2018.

In order to immediately declassify the Board following the amendment to the Certificate of Incorporation, each of the Company’s Class I and Class II directors, whose terms otherwise expired in 2020 and 2021 respectively, tendered his resignation to the Board and was immediately reappointed to a term ending at the Company’s 2019 Annual Meeting of Stockholders. As a result, all of the Company’s directors will stand for election at the 2019 Annual Meeting.

Effective July 6, 2018, the Board also approved an amendment to Section 3.02 of the Company’s Amended and Restated Bylaws (the “Bylaws”) to provide that the Board shall consist of no more than nine directors, provided that the Board may consist of up to eleven directors if needed to appoint directors designated by Standard General L.P. to the letter agreement between the Company and Standard General dated June 1, 2018.

Copies of the Certificate of Incorporation and Bylaws as amended are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing summaries are qualified in their entirety by reference to such exhibits.

The Annual Meeting was held on July 6, 2018. The matters that were voted upon at the Company’s Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below. Each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting was approved.

Proposal No. 1 — Election of Class II Directors

As described in Item 5.03 above, in order to immediately declassify the Board of Directors, each of the Class II directors tendered his resignation to the Board following the effectiveness of the amendment to the Company’s Certificate of Incorporation, and each such individual was immediately reappointed to a term ending at the Company’s 2019 Annual Meeting of Stockholders.

Proposal No. 2 — Approval of an Amendment to our Amended and Restated Certificate of Incorporation

Proposal No. 3 — Advisory Approval of the Company’s Executive Compensation

Proposal No. 4 — Ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the 2018 fiscal year

(d)Exhibits.

National CineMedia, Inc. Exhibit
EX-3.1 2 ncm-secondarcertificateofi.htm EXHIBIT 3.1 Exhibit SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 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.