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
On January 23, 2019, Kurt C. Hall joined the Board of Directors (the “Board”) of National CineMedia, Inc. (the “Company”) as Standard General L.P.’s (“Standard General”) second director nominee to the letter agreement entered into on June 1, 2018 (“Letter Agreement”). The Board agreed to accelerate Standard General’s second nominee and unanimously elected Mr. Hall to the Board. Standard General has not committed to nominate Mr. Hall as its second nominee for the Company’s 2019 annual meeting.
Mr. Hall served as the Company’s President, Chief Executive Officer and Chairman of the Board until January 2016 and received consulting compensation from January 2016 until January 2018. The Board has determined that Mr. Hall is not an independent director as determined by the rules of the Nasdaq Stock Market. Mr. Hall will not be appointed to serve on any committees of the Board of Directors.
There are no family relationships between Mr. Hall and any director or executive officer of the Company.
Mr. Hall will be eligible to receive compensation to the Letter Agreement and in accordance with the Company’s standard arrangements for non-employee directors, as described under “Non-Employee Independent Director Compensation” in the Company’s definitive proxy statement filed on June 11, 2018. Mr. Hall was awarded, effective upon his election, 16,081 restricted stock units under the Company’s 2016 Equity Incentive Plan.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective January 23, 2019, the Board adopted 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 eight directors, rather than nine directors. A copy of the amendment to the Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On January 28, 2019, the Company issued a press release announcing the appointment of Mr. Hall to the Company’s Board of Directors. 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.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
National CineMedia, Inc. Exhibit
EX-3.1 2 exhibit31.htm EX 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.
