Cinemark Files Proxy Statement Supplement

TL;DR

CNK proxy supplement filed, meeting May 15th. No major changes, just updates.

AI Summary

Cinemark Holdings, Inc. filed an amendment (Amendment No. 1) to its Definitive Proxy Statement for its Annual Meeting of Stockholders scheduled for May 15, 2024. This filing supplements the original proxy statement and does not provide new substantive proposals but rather updates or clarifies information previously disclosed. The company is located at 3900 Dallas Parkway, Plano, TX 75093.

Why It Matters

This filing provides updated information to shareholders regarding the upcoming annual meeting, ensuring they have the most current details for voting on company matters.

Risk Assessment

Risk Level: low — This is a routine administrative filing (DEFA14A amendment) related to an upcoming shareholder meeting, not indicating new financial risks or strategic shifts.

Key Players & Entities

• Cinemark Holdings, Inc. (company) — Registrant
• May 15, 2024 (date) — Annual Meeting Date
• 3900 Dallas Parkway, Plano, TX 75093 (location) — Company Address

FAQ

Filing Documents

• cnk_amd_defa_14a_2024.htm (DEFA14A) — 35KB
• 0000950170-24-042975.txt ( ) — 36KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Cinemark Holdings, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. CINEMARK HOLDINGS, INC. SUPPLEMENT TO PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 15, 2024 This supplement (the “ Supplement ”) supplements the definitive proxy statement on Schedule 14A (the “ Proxy Statement ”) filed by Cinemark Holdings, Inc. (the “ Company ”) with the Securities and Exchange Commission (the “ SEC ”) on April 2, 2024 in connection with the Company’s annual meeting of stockholders (the “ Annual Meeting ”), to be held on May 15, 2024 at 8:30 a.m. Central Daylight Time. This Supplement is being filed with the SEC and made available to stockholders on or about April 9, 2024. The purpose of this Supplement is to clarify the voting standards on Item 2: Advisory Vote to Approve Compensation of Named Executive Officers (“ Item 2 ”) and Item 4: Approval of Cinemark Holdings, Inc. 2024 Long-Term Incentive Plan (“ Item 4 ”) regarding the treatment and effect of abstentions and broker non-votes on the vote for each such proposal. The voting standard for Items 2 and 4 is as set forth on pages 55-56 of the Proxy Statement. Accordingly, the Proxy Statement is hereby supplemented as follows: • The text below replaces the language under the heading ““Routine” and “Non-Routine” Ballot Measures” on page 55 of the Proxy Statement: “Under the broker voting rules of the NYSE, the ratification of the appointment of Deloitte & Touche as the Company’s independent registered public accounting firm for 2024 (Item 3) is considered a “routine” matter, and the election of directors (Item 1), the non-binding, annual advisory vote on executive compensation (Item 2), and the vote to approve the Cinemark Holdings, Inc. 2024 Long-Term Incentive Plan (Item 4) are considered “non-routine” matters.” • The text below replaces the language under the heading “Voting Requirement for Each of the Items” on pages 55-56 of the Proxy Statement: “ Approval of Item 1 : Directors are elected by a plurality voting standard. The nominees who receive the highest number of affirmative votes cast by the stockholders present at the Annual Meeting or represented by proxy at the meeting and entitled to vote thereon will be elected. However, pursuant to the Corporate Governance Guidelines, in an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation from the Board and all committees of the Board following certification of the results of the Annual Meeting by the Inspector of Elections. The Governance Committee (excluding the nominee in question if applicable) would then consider the resignation offer and make a recommendation to the Board as to whether to accept or reject the resignation. Within 90 days following certification of the results of the annual meeting of stockholders, the Board will make a final determination as to whether to accept the director’s resignation. The Board’s explanation of its decision would then be promptly disclosed in a Form 8-K filed with the SEC. If a director’s resignation is rejected by the Board, the director will continue to serve for the remainder of the term for which he or she was elected and until his or her successor is duly elected, except in the event of his or her earlier death, resignation or removal. The Board believes that this voting policy promotes stability in governance by ensuring that a full slate of carefully chosen and nominated members is elected at each annual meeting of stockholders. Under the plurality voting standard, votes marked “For” will be counted in favor of the director nominee and broker non-votes and votes withheld shall have no effect on the election of a director. However, a withheld vote could affect whether such