CENTENNIAL, Colo.--(BUSINESS WIRE)--Jun. 1, 2018--
National CineMedia, Inc. (NASDAQ:NCMI) (“NCM, Inc.” or “the Company”),
the managing member and owner of 48.8% of National CineMedia, LLC (“NCM
LLC”), the operator of the largest in-theater digital media network in
North America, announced today that it has entered into an agreement
with Standard General L.P. (“Standard General”) to immediately add one
new independent director to the Company’s Board of Directors and, if
NCM, Inc. stockholders approve an amendment to the Company’s Amended and
Restated Certificate of Incorporation, to nominate up to two independent
directors designated by Standard General at each of the Company’s annual
meetings occurring during the standstill period. Standard General is
NCM, Inc.’s largest stockholder, currently owning approximately 18% of
the Company's outstanding common stock.
Under the agreement, Andrew P. Glaze, an investment professional at
Standard General, will be appointed to the NCM, Inc. Board within the
next 30 days and will be nominated for election at the Company’s 2018
Annual Meeting of Stockholders. Also at the 2018 Annual Meeting, NCM,
Inc. will seek stockholder approval for an amendment to the Company’s
Amended and Restated Certificate of Incorporation to declassify the
Board of Directors, increase the maximum size of the Board to eleven
directors and to amend certain Board approval rights (collectively the
“Proposed Charter Amendment”). If the Company’s stockholders approve the
Proposed Charter Amendment at the 2018 Annual Meeting, the Company has
agreed to nominate two individuals (including Mr. Glaze or his
replacement) designated by Standard General for election to the Board at
the Company’s 2019 Annual Meeting of Stockholders and at each subsequent
Company annual meeting occurring during the standstill period. Per the
agreement with Standard General, the standstill period means the period
beginning on June 1, 2018 and ending on the earliest to occur of (x) the
2018 Annual Meeting if the Proposed Amendment is not approved by the
Company’s stockholders and (y) 30 days prior to the deadline for
stockholder nominations and proposals to be voted on at the Company’s
2022 Annual Meeting.
Pursuant to the agreement, Paula Williams Madison, an NCM, Inc. director
since 2014, will step down from the Board immediately prior to Mr.
Glaze’s appointment and Mr. Glaze will be appointed to fill the vacancy
created by Ms. Madison’s resignation from the Board.
“We are pleased to welcome Standard General’s nominee to our Board as we
continue our focus on driving value and building on NCM’s unique
position as the largest cinema advertising network in America,” said
Scott Schneider, Chairman of the Board of NCM, Inc. “Together with the
continued support of our exhibitor partners, we believe Andrew’s
experience and insights will allow him to make valuable contributions to
these efforts. As we welcome Andrew, we also thank Paula for her years
of service to the Board and the expertise she has provided in the
execution of our strategy. We wish her all the best in the future.”
“National CineMedia is a highly profitable business with a premier
advertising network, and it has a significant opportunity to achieve
sustainable growth,” said Soohyung Kim, Managing Partner of Standard
General. “We are pleased to have worked constructively with the Board to
reach an agreement that we believe will bring new director talent and
expertise to capitalize on NCM’s unique assets and to support an even
brighter future for the Company.”
Andy England, Chief Executive Officer of NCM, Inc., said, “The steps we
are taking to expand and diversify our client base, build our digital
ecosystem, streamline our operations and improve efficiencies are
helping to reinvigorate performance. I look forward to continuing to
work closely with our Board as we execute on our strategic plan.”
Pursuant to the agreement, so long as the Proposed Charter Amendments
are approved, Standard General has agreed to certain customary
standstill provisions up to the 2022 Annual Meeting deadline for
stockholder director nomination and proposal submissions. In addition,
Standard General has agreed to minimum ownership level requirements such
that its director designees may be required to resign from the Board if
Standard General’s aggregate beneficial ownership of the Company’s
common stock falls below 7,900,361 shares (or 10% based on the current
number of shares outstanding). The full agreement between the Company
and Standard General will be filed on a Form 8-K with the U.S.
Securities and Exchange Commission.
About Andrew P. Glaze
Andrew Glaze has served as a Research Analyst at Standard General since
2016. Before joining Standard General, Mr. Glaze was a Managing Director
at Claar Advisors, LLC, which he joined in 2014. Mr. Glaze was the
founder, and, from 2009 through 2014, the Chief Investment Officer of
Emys Capital, LLC. Prior to May 2009 he was an investment banking
associate on the Consumer and Leveraged Finance teams at Merrill Lynch.
Mr. Glaze began his career in the United States Army where he served as
an officer for five years in the 1st Cavalry Division. As
part of his service, Mr. Glaze deployed to Baghdad, Iraq for one year
where he served with distinction as a Captain and Aviation Brigade Fire
Support Officer. Mr. Glaze is a service-disabled veteran. He holds a
B.S. from the United States Military Academy at West Point and an M.B.A.
from Columbia Business School, where he participated in the highly
selective Value Investing Program. He is also a member of the Success
Academy Charter Network Advisory Board. Mr. Glaze is a Chartered
Financial Analyst. Mr. Glaze’s extensive experience in financial
analysis and organizational leadership qualifies him to serve on our
Board.
About National CineMedia, Inc.
National CineMedia (NCM) is America’s Movie Network. As the #1
Millennial weekend network in the U.S., NCM is the connector between
brands and movie audiences. According to Nielsen, more than 700 million
moviegoers annually attend theaters that are currently under contract to
present NCM’s Noovie pre-show in 54 leading national and
regional theater circuits including AMC Entertainment Inc. (NYSE:AMC),
Cinemark Holdings, Inc. (NYSE:CNK) and Regal Entertainment Group. NCM’s
cinema advertising network offers broad reach and unparalleled audience
engagement with over 20,800 screens in over 1,650 theaters in 187
Designated Market Areas® (all of the top 50). NCM Digital goes beyond
the big screen, extending in-theater campaigns into online and mobile
marketing programs to reach entertainment audiences. National CineMedia,
Inc. (NASDAQ: NCMI) owns a 48.8% interest in, and is the managing member
of, National CineMedia, LLC. For more information, visit www.ncm.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180601005863/en/
Source: National CineMedia, Inc.
National CineMedia, Inc.
INVESTOR CONTACT:
Ted
Watson, 800-844-0935
investors@ncm.com
or
MEDIA
CONTACT:
Amy Jane Finnerty, 212-931-8117
amy.finnerty@ncm.com