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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
Date of Report (Date of Earliest Event Reported): January 23, 2019
National CineMedia, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-33296 | 20-5665602 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (IRS employer identification no.) | ||
6300 S. Syracuse Way, Suite 300
Centennial, Colorado 80111
(Address of principal executive offices, including zip code)
(303) 792-3600
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2 below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 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 pursuant 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 pursuant 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
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.
NATIONAL CINEMEDIA, INC.
Dated: January 28, 2019 | By: | /s/ Sarah Kinnick Hilty | ||
Sarah Kinnick Hilty | ||||
Senior Vice President, General Counsel and Secretary | ||||
Exhibit 3.1
Amendment to
Amended and Restated Bylaws of National CineMedia, Inc.
Effective January 23, 2019, the Amended and Restated Bylaws of National CineMedia, Inc. were amended by deleting the first sentence of Article III, Section 3.02 and inserting the following in lieu thereof:
“The number of directors of the Corporation, other than those who may be elected by the holders of one or more series of preferred stock of the Corporation (“Preferred Stock”) voting separately by class or series, shall be eight (8).”
Exhibit 99.1
National CineMedia, Inc. Appoints
Kurt C. Hall To Its Board Of Directors
CENTENNIAL, Colo. - (January 28, 2019) - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of 48.8% of National CineMedia, LLC (“NCM LLC”), the connector between brands and movie audiences, announced that Kurt C. Hall has been appointed to the Board of Directors of National CineMedia, Inc. as Standard General L.P.’s second director nominee, pursuant to the letter agreement entered into on June 1, 2018.
The Board agreed to accelerate Standard General's second nominee and unanimously elected Hall to the Board on January 23, 2019.
Hall had served as NCM’s President, Chief Executive Officer and Chairman of the Board until January 2016, when he retired to pursue other interests including spending more time with his wife and daughter. He continued to work with NCM as a consultant from January 2016 until January 2018.
Thomas F. Lesinski, Chairman of the NCM Board of Directors, said, “Kurt was instrumental in building this business from the ground up, taking NCM from a media start-up to a mature public company. He brings an unmatched level of experience, insight, historical perspective, and industry relationships to the table, and I am pleased to welcome him back to the NCM Board.”
Hall was appointed President, Chief Executive Officer and Chairman of National CineMedia, LLC in May 2005, and, following the company’s IPO in 2007, assumed the same positions with National CineMedia Inc. Prior to this, from May 2002 to May 2005, Hall served as Co-Chairman and Co-Chief Executive Officer of Regal Entertainment Group and President and Chief Executive Officer of its media subsidiary and NCM predecessor, Regal CineMedia Corporation.
Previously, Hall had served as President and Chief Executive Officer of United Artists Theatre Company from March 1998 to August 2002, and as a Director from May 1992 to August 2002. Prior to this, Hall served as Chief Operating Officer of United Artists Theatre Company from February 1997 to March 1998, and as Executive Vice President and Chief Financial Officer from May 1992 to March 1998. Hall had also served as Vice President and Treasurer and in various other financial and accounting positions within United Artists’ predecessor companies since January of 1988.
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 56 leading national and regional theater circuits including AMC Entertainment Inc. (NYSE: AMC), Cinemark Holdings, Inc. (NYSE: CNK) and Regal Entertainment Group (a subsidiary of Cineworld Group PLC. LON: CINE). NCM’s cinema advertising network offers broad reach and unparalleled audience engagement with over 21,100 screens in over 1,700 theaters in 188 Designated Market Areas® (49 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.
Contact:
National CineMedia, Inc.
INVESTORS:
Ted Watson
800-844-0935
investors@ncm.com
or
MEDIA:
Amy Jane Finnerty
212-931-8117
amy.finnerty@ncm.com