National CineMedia, Inc. 2024 Annual Meeting Proxy Statement

TL;DR

<b>National CineMedia, Inc. is holding its 2024 Annual Meeting of Stockholders on May 9, 2024, to vote on director nominees, executive compensation, and auditor ratification.</b>

AI Summary

National CineMedia, Inc. (NCMI) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. Annual Meeting scheduled for May 9, 2024, at 9:30 a.m. Mountain Time in Centennial, CO. Record date for determining stockholders entitled to vote is March 21, 2024. Stockholders will vote on electing nine director nominees. Proposal to approve, on an advisory basis, executive compensation. Proposal to ratify the appointment of Grant Thornton LLP as independent auditors.

Why It Matters

For investors and stakeholders tracking National CineMedia, Inc., this filing contains several important signals. The meeting requires a quorum of stockholders present in person or by proxy, emphasizing the importance of shareholder participation. Proxy materials are being disseminated electronically via the 'Notice and Access' method, with instructions for online access or paper copy requests.

Risk Assessment

Risk Level: — National CineMedia, Inc. shows moderate risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational disclosures, indicating low immediate risk.

Analyst Insight

Review the director nominees and executive compensation proposals to inform voting decisions.

Key Numbers

• 9 — Director Nominees (Number of nominees to be elected)
• May 9, 2024 — Meeting Date (Date of the Annual Meeting)
• March 21, 2024 — Record Date (Date for determining voting eligibility)

Key Players & Entities

• National CineMedia, Inc. (company) — Registrant name
• Grant Thornton LLP (company) — Independent auditors
• May 9, 2024 (date) — Annual Meeting date
• March 21, 2024 (date) — Record date
• Centennial, CO (location) — Meeting location

FAQ

Industry Context

National CineMedia, Inc. operates a large domestic cinema advertising network. This filing is a standard proxy statement for its annual shareholder meeting.

Regulatory Implications

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Evaluate the advisory vote on executive compensation.
3. Confirm the ratification of Grant Thornton LLP as independent auditors.

Key Dates

• 2024-05-09: Annual Meeting of Stockholders — Shareholders will vote on key proposals including director elections and executive compensation.
• 2024-03-21: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, indicating it is the definitive proxy statement for the upcoming annual meeting, following any preliminary filings.

Key Financial Figures

• $10,000 — and we will pay Georgeson approximately $10,000, plus expenses. Proxies may be solicite

Filing Documents

• a2024annualproxy-definitive.htm (DEF 14A) — 1094KB
• a03z08b_nationalxcinemedia.jpg (GRAPHIC) — 961KB
• a03z08b_nationalxcinemediaa.jpg (GRAPHIC) — 317KB
• chart-04fcb0c8454541bc8a7a.jpg (GRAPHIC) — 36KB
• chart-2a3a03bfbfb54abda65a.jpg (GRAPHIC) — 63KB
• chart-cd6609913a134a0a8d0a.jpg (GRAPHIC) — 85KB
• maria-siga.jpg (GRAPHIC) — 25KB
• ncm-gradientxlogoa.jpg (GRAPHIC) — 154KB
• 0001377630-24-000054.txt (&nbsp;) — 3356KB

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 29 Fiscal 2023 Summary Compensation Table 29 Fiscal 2023 Grants of Plan-Based Awards 30 Outstanding Equity Awards at December 28, 2023 31 Stock Vested During Fiscal 2023 32 Potential Payments Upon Termination or Change in Control 32 Employment Agreements 34 2023 Pay Versus Performance 35 Non-Employee Director Compensation 37 Fiscal 2023 Non-Employee Director Compensation 38 EQUITY COMPENSATION PLAN INFORMATION 40 PROPOSAL NO. 2 ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION 41 Vote Required 41 Recommendation 41 PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT AUDITORS 42 Fees Paid to Independent Auditors 43 Pre-Approval Policies and Procedures 43 Vote Required 43 Recommendation 43 AUDIT COMMITTEE REPORT 44 VOTING SECURITIES AND PRINCIPAL HOLDERS 45 Beneficial Ownership 45 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 46 General 46 Transactions with ESA Parties 46 Other Transactions 51 Transactions with NCM LLC 51 Review, Approval or Ratification of Transactions with Related Persons 51 CODE OF BUSINESS CONDUCT AND ETHICS 52 PROPOSALS OF STOCKHOLDERS 52 OTHER BUSINESS 52 PROXY SUMMARY This summary highlights information discussed in more detail elsewhere in this Proxy Statement. As this is only a summary, we encourage stockholders to read the entire Proxy Statement and our 2023 Annual Report before voting their shares. The accompanying proxy is solicited by the board of directors ("Board of Directors" or "Board") of National CineMedia, Inc., a Delaware corporation ("NCM, Inc.", "NCM" or the "Company"), for use at the 2024 Annual Meeting of Stockholders at the time and place shown below. Unless the context otherwise requires, the references to "we", "us" or "our" refer to the Company and its consolidated subsidiary National CineMedia, LLC ("NCM LLC"). 2024 Annual Meeting of Stockholders Date and Time Location Record Date Mailing Dat

View Full Filing

View this DEF 14A filing on SEC EDGAR