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 22, 2014
Cinemark Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-33401 |
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20-5490327 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 22, 2014, we held our 2014 annual meeting of stockholders (the “Annual Meeting”).
(b) There were three matters submitted to stockholders at the Annual Meeting.
1. To elect three Class I 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, 2014; 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, 2014.
The final voting results were as follows:
Item 1: Election of Directors
Stockholders elected all Class I director nominees. The votes for the nominees were cast as follows:
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Nominee |
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For |
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Against |
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Abstain |
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Broker Non- |
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Steven P. Rosenberg |
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102,366,061 |
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647,729 |
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239,191 |
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5,188,845 |
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Enrique F. Senior |
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102,401,188 |
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611,280 |
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240,513 |
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5,188,845 |
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Donald G. Soderquist |
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101,811,940 |
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1,190,196 |
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250,845 |
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5,188,845 |
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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, 2014. The votes were cast as follows:
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For |
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Against |
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Abstain |
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Broker |
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108,097,534 |
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96,994 |
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247,298 |
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— |
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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, 2013 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:
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For |
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Against |
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Abstain |
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Broker Non- |
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99,380,539 |
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3,511,332 |
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361,110 |
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5,188,845 |
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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.
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CINEMARK HOLDINGS, INC. |
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By: |
/s/ Michael D. Cavalier |
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Name: Michael D. Cavalier |
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Title: Executive Vice President - General Counsel |
Date: May 23, 2014