National CineMedia Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On May 6, 2025, National CineMedia, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal first quarter ended March 27, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.07 Submission of Matters to a Vote of Security Holders
The matters that were voted upon at the Annual Meeting of Stockholders (the "Annual Meeting") of the Company on May 1, 2025, 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 Directors
Name |
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For |
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Withheld |
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Broker Non-Votes |
David E. Glazek |
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68,511,065 |
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5,792,729 |
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6,273,616 |
Nicholas Bell |
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73,734,158 |
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569,636 |
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6,273,616 |
Kelly Campbell |
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74,210,959 |
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92,835 |
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6,273,616 |
Juliana F. Hill |
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69,427,323 |
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4,876,471 |
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6,273,616 |
Nathan “Tripp” Lane |
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74,183,396 |
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120,398 |
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6,273,616 |
Thomas F. Lesinski |
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69,816,995 |
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4,486,799 |
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6,273,616 |
Joseph Marchese |
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74,149,936 |
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153,858 |
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6,273,616 |
Proposal No. 2 — Advisory Approval of the Company’s Executive Compensation
For |
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Against |
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Abstentions |
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Broker Non-Votes |
44,244,274 |
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30,036,782 |
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22,738 |
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6,273,616 |
Proposal No. 3 — To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the year ending January 1, 2026
For |
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Against |
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Abstentions |
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Broker Non-Votes |
80,558,416 |
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14,306 |
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4,688 |
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Item 9.01 Financial Statements and Exhibits
Exhibit No. |
Description |
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99.1 |
Press Release of National CineMedia, Inc. dated May 6, 2025. |
101 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NATIONAL CINEMEDIA, INC. |
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Dated: |
May 6, 2025 |
By: |
/s/ Ronnie Y. Ng |
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Ronnie Y. Ng |