Cinemark Names New CLO, Announces Shareholder Meeting

TL;DR

Cinemark's CLO is out, new one in. Stockholders vote on directors & pay June 12.

AI Summary

Cinemark Holdings, Inc. announced on May 17, 2024, the departure of its Chief Legal Officer, Robert J. Wilhite, effective May 15, 2024. The company also announced the appointment of Nicole A. Johnson as the new Chief Legal Officer, effective May 15, 2024. Additionally, the company is holding its Annual Meeting of Stockholders on June 12, 2024, where several proposals will be voted on, including the election of directors and an advisory vote on executive compensation.

Why It Matters

This filing indicates a leadership change in a key legal role and provides details about upcoming shareholder votes, which could impact corporate governance and executive compensation policies.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters like executive departures and appointments, and a shareholder meeting, which are typical for public companies.

Key Players & Entities

• Cinemark Holdings, Inc. (company) — Filer
• Robert J. Wilhite (person) — Departing Chief Legal Officer
• Nicole A. Johnson (person) — Appointed Chief Legal Officer
• May 17, 2024 (date) — Report Date
• May 15, 2024 (date) — Effective Date of Departure/Appointment
• June 12, 2024 (date) — Annual Meeting of Stockholders Date

FAQ

Filing Documents

• cnk-20240515.htm (8-K) — 74KB
• cnk-ex10_1.htm (EX-10.1) — 229KB
• 0000950170-24-061964.txt ( ) — 459KB
• cnk-20240515.xsd (EX-101.SCH) — 29KB
• cnk-20240515_htm.xml (XML) — 4KB

02 Compensatory Arrangements of Certain Officers

Item 5.02 Compensatory Arrangements of Certain Officers. (e) On May 15, 2024, a majority of the stockholders of Cinemark Holdings, Inc. (the "Company", "we" or "our") approved the Cinemark Holdings, Inc. 2024 Long-Term Incentive Plan (the "2024 LTIP"). The 2024 LTIP replaces the 2017 Omnibus Incentive Plan, as amended, which has been terminated effective May 15, 2024. The following description does not constitute a complete summary of the 2024 LTIP and is qualified in its entirety by the provisions of the 2024 LTIP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The 2024 LTIP permits our Board of Directors to award our employees, directors, and consultants, and the employees, directors, and consultants of any parent and subsidiary companies, shares of our common stock in an effort to obtain and retain the services of employees, directors and consultants who will contribute to our long-range success. The 2024 LTIP provides a means by which we may give eligible participants an opportunity to benefit from increases in value of our common stock through the granting of one or more of the following: Stock options (including both incentive stock options and nonqualified stock options) Restricted awards, which include restricted stock, restricted stock units and performance stock units, Stock appreciation rights, or SARs, and Other stock-based and cash-based awards.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders (a) On May 15, 2024, we held our Annual Meeting of Stockholders. (b) Stockholders voted on the matters set forth below. 1. The nominees for election to the Company's Board of Directors set forth in Item 1 to the Company's Proxy statement filed with the U.S. Securities and Exchange Commission on April 2, 2024, were elected to hold office until the Company's 2027 annual meeting of stockholders, based upon the following votes: Nominee For Withhold Broker Non Vote Darcy Antonellis 91,566,809 2,405,383 6,316,244 Carlos Sepulveda 79,447,291 14,054,863 6,789,282 Mark Zoradi 88,358,111 5,144,043 6,786,282 2. The proposal to approve, on an advisory basis, the 2023 Compensation of the Company's Named Executive Officers was approved based on the following votes: For Against Abstain Broker Non Vote 91,068,002 2,834,281 69,909 6,316,244 3. The proposal to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public account firm for the fiscal year ending December 31, 2024, was approved based upon the following votes: For Against Abstain 97,443,857 2,777,065 67,514 4. Approval of the Cinemark Holdings, Inc. 2024 Long-Term Incentive Plan For Against Abstain Broker Non Vote 91,659,374 2,284,822 27,996 6,316,244 Exhibit No. Exhibit Description EX-10.1 Cinemark Holdings, Inc. 2024 Long-Term Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 Date: May 17, 2024