Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 26, 2016

 

 

Cinemark Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-33401   20-5490327

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3900 Dallas Parkway, Suite 500, Plano, Texas 75093

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 972.665.1000

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

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 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

 

(a) On May 26, 2016, we held our 2016 annual meeting of stockholders (the “Annual Meeting”).

 

(b) There were three matters submitted to stockholders at the Annual Meeting.

 

  1. To elect three Class III directors to serve for three years on our board of directors;

 

  2. To approve and ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and

 

  3. To hold an advisory vote on executive compensation.

The items are described in greater detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 11, 2016.

The final voting results were as follows:

 

Item 1: Election of Directors

Stockholders elected all Class III director nominees. The votes for the nominees were cast as follows:

 

Nominee

  For   Withheld   Broker
Non-Votes
Benjamin D. Chereskin   102,272,430   408,402   4,922,179
Lee Roy Mitchell   99,659,695   3,021,137   4,922,179
Raymond W. Syufy   96,533,006   6,147,826   4,922,179

 

Item 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. The votes were cast as follows:

 

        For         

  Against   Abstain
106,982,876   592,341   27,794

 

Item 3: Advisory Vote on Executive Compensation

Stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for the fiscal year ending December 31, 2015 as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion. The advisory votes were cast as follows:

 

        For         

  Against   Abstain   Broker
Non-Votes
97,962,419   4,651,769   66,644   4,922,179

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CINEMARK HOLDINGS, INC.
By:   /s/ Michael D. Cavalier
  Name: Michael D. Cavalier
  Title: Executive Vice President - General Counsel & Secretary

Date: May 31, 2016

 

3