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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): May 9, 2024
National CineMedia, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-33296 | 20-5665602 | |
(State or Other Jurisdiction of
Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer
Identification No.) | |
| |
| 6300 S. Syracuse Way | Suite 300 | Centennial | Colorado | 80111 | |
| (Address of Principal Executive Offices) | | | (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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Common Stock, par value $0.01 per share | NCMI | The Nasdaq Stock Market LLC |
| (Title of each class) | (Trading symbol) | (Name of each exchange on which registered) |
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 5.07 Submission of Matters to a Vote of Security Holders
The matters that were voted upon at the Annual Meeting of Stockholders (the "Annual Meeting") of National CineMedia, Inc. (the "Company") on May 9, 2024, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below. Each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting was approved.
Proposal No. 1 — Election of Directors
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| Name | For | Withheld | Broker Non-Votes |
| Lauren Zalaznick | 39,079,354 | 226,589 | 12,844,837 |
| Bernadette Aulestia | 39,083,173 | 222,770 | 12,844,837 |
| Nicholas Bell | 39,080,545 | 225,398 | 12,844,837 |
| David E. Glazek | 31,190,943 | 8,115,000 | 12,844,837 |
| Juliana F. Hill | 33,910,262 | 5,395,681 | 12,844,837 |
| Thomas F. Lesinski | 34,555,861 | 4,750,082 | 12,844,837 |
| Tiago Lourenço | 33,663,459 | 5,642,484 | 12,844,837 |
| Jean-Philippe Maheu | 39,083,140 | 222,803 | 12,844,837 |
| Joseph Marchese | 39,089,290 | 216,653 | 12,844,837 |
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Proposal No. 2 — Advisory Approval of the Company’s Executive Compensation
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| For | Against | Abstentions | Broker Non-Votes |
| 34,236,871 | 4,862,021 | 207,051 | 12,844,837 |
Proposal No. 3 — To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the year ending December 26, 2024
| | | | | | | | | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 51,906,205 | 72,652 | 171,923 | — |
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. | | | | | | | | | | | | | | | | | | | | |
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| | | | NATIONAL CINEMEDIA, INC. |
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| Dated: May 9, 2024 | | | | By: | | /s/ Ronnie Y. Ng |
| | | | | | Ronnie Y. Ng |
| | | | | | Chief Financial Officer |