UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN THE PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

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 the appropriate box):

Dear Fellow Stockholders:

The enduring and timeless appeal of shared, cinematic experiences that are unique and exclusive to movie theaters was reaffirmed once again in 2024. Confronted with significant headwinds imposed by the prior year’s strikes in Hollywood, North American industry box office reached approximately $8.8 billion, which meaningfully surpassed expectations and climbed to within 3% of 2023’s results. Throughout the year, audiences showcased their sustained enthusiasm for being immersed in captivating stories and events on a grand, larger-than-life scale with cutting-edge sight and sound technology. As a growing volume of compelling films were released to the big screen, moviegoing momentum surged, delivering multiple record-breaking results and a series of new franchise installments that outperformed their predecessors.

Against this backdrop of better-than-expected industry performance, our exceptional Cinemark team achieved outsized results, extending our domestic box office outperformance trend to 14 of the past 16 years. We entertained more than 201 million moviegoers across our global footprint, generated revenue of more than $3 billion dollars, including all-time high food and beverage sales, and delivered $590 million dollars of Adjusted EBITDA. Furthermore, we maintained a solid 19.4% Adjusted EBITDA margin that was flat year-over-year despite a 4% decline in attendance, and we produced strong free cash flow of $315 million dollars as we further fortified our balance sheet.

Our robust 2024 operating results were the byproduct of diligent in-year execution, as well as the impact of our ongoing strategic initiatives to further elevate the experiences we provide our guests, build audiences, grow new sources of revenue, streamline processes, and optimize our theater footprint. These successes continue to be propelled by the meticulous focus of Cinemark’s executive leadership team, the valuable oversight of our Board of Directors, and the tireless commitment of our more than 25,000 team members across the U.S. and Latin America.

The advancement of our strategic initiatives over the past several years has helped us to establish a distinguished and advantaged market position that we believe will continue to yield significant benefits moving forward. Along these lines, we remain highly optimistic about the future of our company and industry on account of Cinemark’s strength, sustained consumer enthusiasm for the types of experiences we offer, the significant, enhanced value theatrical exhibition provides films and the studios that produce them, and the ongoing recovery of wide release volume into theaters. Moreover, the confidence we have in our company, team, and the direction of our industry led us to recently reinstate our annual cash dividend, which marks another major milestone in our recovery from the pandemic and reflects our ongoing commitment to creating long-term value for all Cinemark shareholders.

Thank you for your continued support, trust, and investment in Cinemark. We invite you to join us for our 2025 Annual Meeting of Stockholders at 3800 Dallas Parkway, Plano, Texas 75093 on May 15, 2025, and we look forward to your participation.

YOUR VOTE IS VERY IMPORTANT TO US.

Whether or not you plan to attend the Annual Meeting, I urge you to please cast your vote as soon as possible via the internet, telephone or mail.

* Cinemark has presented supplemental non-GAAP financial measures as part of this Proxy Statement. Definitions of each non-GAAP measure and a reconciliation of each non-GAAP financial measure with the most comparable GAAP measure are set forth in Annex A. The non-GAAP financial measures presented in this Proxy Statement should not be considered as alternative measures for the most directly-comparable GAAP financial measures. The non-GAAP financial measures presented in this Proxy Statement are used by management to monitor the financial performance of the business, inform business decision-making and forecast future results.

Notice of Annual Meeting

of Stockholders

Voting Matters

Table of Contents

ATTEND THE ANNUAL MEETING

You may attend the Annual Meeting in person or vote your shares electronically at the website listed below using the control number included in your Notice of Internet Availability of Proxy Materials ("Notice") on your proxy card or on any additional voting instructions accompanying these proxy materials.

This Notice will first be sent to stockholders, and this proxy statement and the form of proxy relating to our 2025 Annual Meeting will first be made available to stockholders, on or about April 2, 2025. In accordance with SEC rules, the website www.proxypush.com/cnk provides complete anonymity with respect to stockholders accessing the website.

LOGISTICS

2024 PERFORMANCE Highlights

Cinemark’s 2024 results outpaced industry and peer performance, driven by an intense focus on effectively navigating the dynamic ebbs and flows of film release volume throughout the year, while simultaneously advancing a wide range of strategic initiatives geared toward positioning our company for future success. The many actions we have pursued to enhance the experiences we provide our guests, build audiences, establish new growth channels, strengthen our operating capabilities, optimize our circuit, and bolster our financial position, are delivering significant impact. We believe Cinemark is well-positioned because of these strategic initiatives, and we maintain an advantaged market position as we move ahead.

Some of our significant 2024 accomplishments include:

Continued to effectively navigate our industry’s extended recovery

Expanded our content pipeline and audiences

Further evolved Cinemark for future growth and stability

pROXY SUMMARY: 2025 Proposals

This summary highlights information contained elsewhere in this proxy statement. You should read the entire proxy statement and our Annual Report on Form 10-K before voting.

We structure our executive compensation program to attract, motivate, reward and retain high caliber talent who will lead the Company to deliver sustainable profitability and increase our competitive advantage by building a solid foundation for long-term growth while consistently achieving strong near-term results. To appropriately incentivize our key executives to deliver our mission and vision, the Compensation Committee designed an executive compensation program that strongly aligns with the interests of stockholders in creating long-term value by directly linking executive compensation to Company and individual performance.

The mix of pay elements motivates our executives to guide and evolve the Company by offering short-term and long-term incentive awards that are both time and performance-based, each of which aligns the interests of our executives with our stockholders and encourages focus on long-term growth. As illustrated above, a considerable portion of the compensation payable to our named executive officers is “pay-at-risk” with 60% of the long-term incentive in the form of Performance Share Awards.

The Audit Committee evaluates the independence of Deloitte & Touche LLP and its fees annually. The Board believes the continued retention of Deloitte & Touche LLP is in the best interests of the Company and its stockholders.

CORPORATE GOVERNANCE

Item 1: Election of Class III Directors

Our Board is comprised of 11 members, the majority of whom are independent. Board size is determined exclusively by the Board as provided in our Certificate of Incorporation. Our Board consists of three classes of directors, designated as Class I, Class II and Class III. The members of each class are elected to serve a three-year term, with the term of each class ending in successive years.

The term of the current Class III directors, Messrs. Chereskin, Mitchell, Syufy and Gamble, expire at the Annual Meeting. All nominees have been recommended by the Nominating and Corporate Governance Committee (“Governance Committee”) and nominated by the Board for re-election at the Annual Meeting.

Messrs. Chereskin, Mitchell, Syufy and Gamble have consented to be nominated for re-election to the Board as a Class III director. If elected, they will serve on the Board for a three-year term expiring on the date of our 2028 annual meeting of stockholders. At this time, we have no reason to believe that any nominee will be unable or unwilling to serve if elected. However, should any of them become unable or unwilling to serve before the Annual Meeting, your proxy card authorizes us to vote for a replacement nominee if the Board names one.

BOARD COMPOSITION

Director Skills and Qualifications

The nominees and continuing members of the Board possess a deep understanding of our industry and the Company, which allows them to provide the strategic stability and continuity necessary to guide the Company to achieve sustainable growth and reach its long-term goals. The mix of tenure among our Board members enhances the Company's performance and resilience by providing diverse perspectives and balanced governance. Recent examples of the Board's leadership strengths are the Company's ability to successfully navigate the challenges of both the COVID-19 pandemic and the 2023 Hollywood strikes.

Our nominees and directors also possess broad-based business knowledge, outstanding achievement in their professional careers, a commitment to ethical values, executive leadership experience and meet the Company’s articulated director qualifications, including independence, accountability, integrity, sound judgment and diversity of background. In addition, our nominees and directors have demonstrated experience and expertise across a number of substantive areas relevant to the Company, such as theater and retail operations; e-commerce; strategic planning; real estate; risk management; legal, compliance and regulatory matters; mergers and acquisitions; and finance. Our Board reflects a diversity of experience in varying substantive areas relevant to our operations and industry, as well as background, gender, race and age. The following summarizes certain aspects of the Board’s current composition:

The following matrix provides information regarding the members of our Board, including certain types of skills, experience and attributes that our Board believes are relevant to our business. The
matrix does not encompass all of the skills or experience of our directors.

DIRECTOR QUALIFICATIONS AND EXPERIENCE

class iii director nominees

Standing for Election

class i directors

Term Expiring 2026

class Ii directors

Term Expiring 2027

Identifying and Evaluating Director Nominees

Members of the Governance Committee review and evaluate our policies and practices with respect to the size, composition and functions of the Board at least annually. Our Board currently possesses a unique combination of skills, industry experience and knowledge that have been and remain key. Recent examples of the Board's use of these skills and industry knowledge are the Company's successful navigation of the COVID-19 pandemic and the 2023 Writers Guild of America and SAG-AFTRA strikes, both of which had a significant impact on the Company and the industry as a whole. The Board continues to utilize its unique combination of skills, experience and knowledge to provide the stability and continuity needed to guide the Company in both the short and long term and support the Company in achieving its strategic goals.

The Governance Committee policy on director nominees recognizes that choosing a director is dependent upon a number of subjective and objective criteria, many of which are difficult to categorize. The Governance Committee, therefore, has not established any minimum qualifications for a director candidate or identified any specific set of qualities or skills that it deems mandatory.

Annual Board Assessment

The Governance Committee also oversees an annual performance evaluation of our Board and each of its committees. The Chair of our Governance Committee reviews the format and process of the annual evaluations, including the topics to be addressed. The evaluation is an anonymous questionnaire that elicits information used to improve Board and committee effectiveness and assess the effectiveness, size and composition of the Board and its committees. The evaluation topics cover several areas, including board and committee structure and composition, director access to management, and board strategy and performance measures. Many of the questions require narrative responses, and all questions provide space for and encourage candid commentary. The questionnaire and feedback are coordinated through an independent third-party to ensure a robust evaluation process. Feedback received from Board and committee evaluations is discussed during Board and committee meetings.

Board structure

Independent Non-Executive Chairman

Carlos Sepulveda has served as the non-executive Chairman of the Board (“Chairman”) since May 2022. The Chairman has the authority to preside at all Board meetings, including executive sessions of the non-management directors, and has the authority to call meetings of the directors. The Chairman serves as principal liaison between the non-management directors and Company management. In consultation with the CEO, the Chairman approves meeting schedules, agendas and the information provided to the Board. If requested by stockholders, and as appropriate, the Chairman is also available for consultation and direct communication as the Board’s liaison.

Separation of Chairman and CEO Roles

Although the Board does not have a formal policy on separation of the roles of the CEO and Chairman, we have kept these positions separate since 2007. Separating the Chairman and CEO roles allows us to develop and implement corporate strategy that is consistent with the Board’s oversight role, while facilitating strong day-to-day executive leadership.

The Board believes that its leadership structure is appropriate for Cinemark. The independence of the Board’s standing committees and the regular use of executive sessions of the non-management directors allows the Board to maintain independent oversight of risks to our business, our long-term strategies, annual operating plan, and other corporate activities.

Board Independence

The majority of our Board is independent. In 2024, seven of the eleven directors were independent, and on January 1, 2025, the number of independent directors increased to eight of eleven when the Board deemed Mr. Zoradi independent three years after he stepped down from Cinemark's CEO position. Our Board determines the independence of directors by applying the New York Stock Exchange ("NYSE") listing standards’ independence test, which evaluates whether the director:

The Board, in coordination with our Governance Committee and the Company’s general counsel, evaluated the NYSE bright-line tests and considered the transactions between the Company and certain Board members, reported under the heading Certain Relationships and Related Party Transactions, and other relevant factors to determine the independence of the Board members. On the basis of this review, the Board affirmatively determined, in its business judgment, that in 2024 and currently, (a) the majority of the Board is independent, (b) each of Mss. Antonellis, Loewe and Vaca and Messrs. Chereskin, Rosenberg, Senior, and Sepulveda are independent, (c) Mr. Syufy is not independent due to his transactions with the Company exceeding $120,000 annually, (d) Mr. Mitchell is not independent due to his relationship with our founder and former Chairman, Lee Roy Mitchell, (e) in 2024, Mr. Zoradi was not independent because he was a former employee of the Company; however, on January 1, 2025, three years after Mr. Zoradi's employment ended, he became independent, (f) Mr. Gamble is not independent because he is a current employee of the Company, (g) each of Mss. Antonellis and Loewe and Messrs. Rosenberg and Sepulveda met all applicable requirements for membership in the Audit Committee, (h) Ms. Loewe and Mr. Sepulveda qualified as “audit committee financial experts” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC and satisfy the NYSE’s financial experience requirements, and (i) each of Mss. Vaca and Antonellis and Messrs. Chereskin and Sepulveda met all applicable requirements for membership in the Compensation Committee.

Director Development and Engagement

Board Committees

The Board has four standing committees: Audit Committee, Compensation Committee, Governance Committee and Strategic Planning Committee. Three of the four committees (Audit, Compensation, and Strategic Planning) are chaired by female directors. From time to time and for specific purposes, the Board may establish additional committees.

Each member of our Audit Committee, Compensation Committee and Governance Committee meets the requirements for independence under the listing standards of the NYSE, regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) and the Company’s Corporate Governance Guidelines, as applicable. The charters for these committees are available on the Investor Relations portion of our website (https://ir.cinemark.com) under the "Governance" tab.

Audit Committee

2024 Meetings: 4

2024 Consents: 1

Each member of the Audit Committee satisfies the standards for independence of the NYSE and SEC as they relate to audit committees.

Members: Nancy Loewe (Chair), Darcy Antonellis, Steven Rosenberg, Carlos Sepulveda

Roles and Responsibilities:

Ms. Loewe serves as the Chair of the Audit Committee. Both Mr. Sepulveda, the past Chair, and Ms. Loewe qualify as “audit committee financial experts” within the meaning of Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. See Ms. Loewe’s and Mr. Sepulveda’s biographies on page 13 and page 18, respectively, for further information regarding their qualifications to be an “audit committee financial expert.”

Primary committee functions include:

The Audit Committee meets on a quarterly basis with management and Deloitte & Touche to discuss, among other items, the Company’s financial statements to be filed with the SEC, any change in significant accounting policies and its impact on the Company’s financial statements and the earnings press release related to the quarter and the year (as applicable). The Audit Committee also meets, on a periodic basis, with Deloitte & Touche in executive sessions without members of management present.

The Audit Committee oversees the Company's management of risks related to information security to ensure that adequate resources are allocated to support and maintain the Company's information security readiness. At least twice a year, management updates the Audit Committee on any potentially significant risks related to information security, current threat and mitigation and remediation tactics implemented by the Company. Management also provides the Audit Committee updates on the recently conducted cybersecurity tabletop exercises and on the emerging technologies, trends and threats relating to artificial intelligence. The Audit Committee also oversees and monitors the enterprise level risks related to ethics and compliance with the Company’s code of business conduct. Management provides to the Audit Committee, at every quarterly meeting, the top claims (as determined by management) reported through the anonymous whistleblower hotline, and provides an annual summary of claims, for both domestic and international operations, with a comparison to previous years.

The Board has also delegated the approval of related party transactions to the Audit Committee. The Company’s written policy regarding approval of related party transactions provides that management must present to the Audit Committee all potential related party transactions including the nature of the transaction and material terms regardless of the dollar value of the transaction. The Audit Committee approves such related party transaction if it determines that the transaction is fair and in the best interest of the Company. See Certain Relationships and Related Party Transactions on page 55 for further details on related party transactions.

Governance Committee

2024 Meetings: 3

2024 Consents: 0

Each of the Governance Committee members satisfies the standards for independence of the NYSE.

Members: Steven Rosenberg (Chair), Nancy Loewe, Nina Vaca

Roles and Responsibilities:

Compensation Committee

2024 Meetings: 4

2024 Consents: 1

Each member of the Compensation Committee satisfies the standards for independence of the NYSE as they relate to compensation committees and qualify as “non-employee directors” within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act.

Members: Nina Vaca (Chair), Benjamin Chereskin, Carlos Sepulveda, Darcy Antonellis

Roles and Responsibilities:

Strategic Planning Committee

2024 Meetings: 2

2024 Consents: 0

The Strategic Planning Committee is governed by the Strategic Planning Committee Charter setting forth the purpose and responsibilities of this committee. In addition to the two formal meetings noted above, a subcommittee of the Strategic Planning Committee met three times throughout 2024 regarding capital allocation strategies and financing activities to make recommendations to the full Board.

Members: Darcy Antonellis (Chair), Benjamin Chereskin, Kevin Mitchell, Enrique Senior, Raymond Syufy, Mark Zoradi

Roles and Responsibilities:

Compensation Committee Interlocks
and Insider Participation

The Compensation Committee currently consists of Mss. Vaca and Antonellis and Messrs. Chereskin and Sepulveda. Mss. Vaca and Antonellis and Messrs. Chereskin and Sepulveda have never been an officer or employee of the Company or any of its subsidiaries. None of our executive officers serve or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Meetings and Attendance

During 2024, the Board met four times and acted by unanimous consent one time. Each director attended either in-person or via teleconference or video application at least 75% of the aggregate of all Board and applicable committee meetings during 2024.

Our non-management directors meet at least twice a year in executive sessions with no Company personnel present. A separate executive session of only independent directors is held at least once a year. Carlos Sepulveda presides over the executive sessions. During 2024, our non-management directors met four times and our independent directors met one time in executive sessions.

The Board strongly encourages its continuing members to attend the Annual Meeting of Stockholders. All but five of the then-current members of the Board were in attendance at the 2024 Annual Meeting of Stockholders, which was held in-person.

Key Areas of Board Oversight

Strategic

Throughout 2024, governance, risk management, and operational strategy continued to play critical roles in our Company. While we continued our recovery from the effects of the COVID-19 pandemic and the 2023 Writers Guild of America and Screen Actors Guild strikes, our long-term success continues to be contingent upon several key factors, including the volume of new film content available, the box office performance of new film content released, the duration of the exclusive theatrical release window and evolving consumer behavior with competition from other forms of in-home and out-of-home entertainment. Our experienced and industry-knowledgeable Board plays a pivotal oversight role in our strategy and execution in navigating these and other challenges and oversees the executive team’s management of risks related to business operations, industry developments, financial controls, liquidity, employee retention, health and safety protocols and information technology.

The Board actively oversees the Company’s long-term business strategy to ensure that we are positioned to navigate external headwinds, including to continue our recovery from the effects of the pandemic, to increase our competitive advantage and deliver sustainable growth and profitability. The Board is continuously engaged with senior management on critical business matters relevant to the Company’s long-term strategy.

Risk

The Board has responsibility for risk management oversight, although certain categories of risk may be allocated to particular committees of the Board, with the committee then reporting back to the full Board. The primary categories of risk on which the Board continually focuses include competitive, economic, operational, financial (accounting, credit, liquidity and tax), cybersecurity, legal, compliance, regulatory, compensation and reputational risks. Furthermore, the Board may from time to time establish additional committees for unique areas of risk.

Management is charged with identifying material risks in a timely manner, implementing strategies that are responsive to the Company's risk profile and specific material risk exposure, evaluating and managing risk with respect to business decision-making and promptly communicating relevant risk-related information to the Board or appropriate committee to enable them to conduct appropriate risk management oversight.

Sustainability

Our sustainability efforts are managed by a cross-functional team that shapes and drives our sustainability strategy, tracks key performance indicators and manages the Company’s sustainability initiatives. Management presents sustainability topics to the Governance Committee and our Board throughout the year. The Governance Committee serves as the primary committee assisting the Board in oversight of the Company’s sustainability efforts. See Cinemark's 2024 Sustainability Report published in the Spring of 2025 and available on our investor relations website at https://ir.cinemark.com under the “Governance” tab for information on our sustainability initiatives.

Succession Planning and Talent Development

Succession planning and talent development are important at all levels in our Company. The Governance Committee and the Compensation Committee jointly oversee management’s succession plan for key positions at the senior officer level, and most importantly for the Chief Executive Officer position. At least annually, these Committees review and advise management on succession plans for senior management and the Chief Executive Officer, including both long-term and emergency succession planning. In addition, the Chief Executive Officer provides the Committees an assessment of the Company’s senior leaders and their potential to succeed at key senior management positions. Senior executives interact with our Board through formal presentations and during informal events. More broadly, the Board is updated on key initiatives for the overall workforce, including development and engagement programs.

Shareholder Engagement

We place immense value on shareholder engagement. We believe that maintaining an open and transparent dialogue with our shareholders is essential to our success. By actively listening and addressing concerns and suggestions of our shareholders, we are able to make informed decisions that align with their interests and enhance long-term value. Our commitment to shareholder engagement is reflected in our consistent outreach to our top institutional shareholders over the past five years. As a result of ongoing engagement with our institutional investors, we had a strong Say-On-Pay (97% in favor) vote at our 2024 Annual Meeting.

This year, we reached out to 77% of our institutional stockholder base. In addition, we offered meetings to representatives of Glass Lewis and Institutional Shareholder Services. During 2025, we met with all that accepted our request, totaling 44% of the total shares outstanding held by institutional stockholders, in addition to representatives from Glass Lewis. Key issues discussed included film content recovery, anticipated industry box office rebound in 2025 and 2026, executive compensation, a variety of corporate governance topics, talent management, corporate social responsibility and sustainability and the upcoming publication of our 2025 sustainability report.

Responsiveness to Shareholder Feedback

After considering stockholder feedback from our proactive engagement discussions, we have:

Corporate Governance Policies and Charters

The following documents make up our corporate governance framework:

Current copies of the above documents are available publicly on our website at https://ir.cinemark.com under the “Governance” tab.

Code of Business Conduct and Ethics

The Company’s Code of Business Conduct and Ethics (the "Code") applies to our board of directors and employees. The Code sets forth our policies on critical business and ethical issues such as insider trading, anti-corruption, antitrust, protection of our assets, and other legal and ethical obligations. We will post on our website any amendment to, or a waiver from, a provision of the Code of Business Conduct and Ethics for directors and executive officers that have been approved by our Board or any Board committee. During 2024, there were no amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics for any director or executive officer. The Code of Business Conduct and Ethics is available on our website at https://ir.cinemark.com under the “Governance” tab.

Insider Trading Policies and Procedures

The Company has adopted insider trading policies and procedures that govern the purchase, sale and disposition of our securities by directors, officers and employees. These policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, including those promulgated by the SEC and the NYSE. The policies were filed as exhibits to the Company's 2024 annual report on Form 10-K.

Stockholder Communications with the Board

As stated in our Corporate Governance Guidelines, any Company stockholder or other interested party who wishes to communicate with the non-management directors may direct such communications by writing to the:

Company Secretary

Cinemark Holdings, Inc.

3900 Dallas Parkway

Plano, TX 75093

The communication must be clearly addressed to the Board or to a specific director. If a response is desired, the individual should also provide contact information such as name, address and telephone number. All such communications will be reviewed initially by the Company Secretary, who will forward to the appropriate director(s) all correspondence, except for items of the following nature:

The Company Secretary will prepare a periodic summary report of all such communications for the Board. Correspondence not forwarded to the Board will be retained by the Company and will be made available to any director upon request.

DIRECTOR COMPENSATION

2024 Director Compensation Table

In accordance with the Compensation Committee Charter, the Compensation Committee, in consultation with the Governance Committee, sets the compensation of our Board members. Pearl Meyer, the Compensation Committee’s independent compensation consultant, periodically reviews and provides the Compensation Committee with a comparison between the Company’s director compensation practices and those of other similarly situated companies. The Board makes changes to its director compensation practices only upon the recommendation of the Compensation Committee and following discussion and unanimous concurrence by the full Board.

The compensation of our non-employee directors is subject to our Third Amended and Restated Non-Employee Director Compensation Policy (“Director Compensation Policy”). Under the Director Compensation Policy, a non-employee director is one who is not (i) an employee of the Company or any of our subsidiaries or (ii) an employee of any of the Company’s stockholders which has contractual rights to nominate directors. Therefore, Mr. Gamble did not receive any compensation for his services on the Board or any of its committees for 2024.

The compensation of the directors during 2024 pursuant to our Non-Employee Director Compensation Policy is as follows:

Annual cash retainers are paid in four equal quarterly installments at the end of each quarter for services rendered during the quarter. All directors are reimbursed for travel related expenses incurred for each Board meeting they attend.

In addition to the annual cash retainers, each non-employee director receives an annual grant of restricted stock valued at $135,000. The number of shares of restricted stock granted is determined by dividing $135,000 by the closing price of Common Stock on the grant date, rounded down to the nearest whole share. The grant date is typically on or around June 15. The annual stock awards vest on the first anniversary of the grant date subject to continued service to the Company through the vest date. The directors are also subject to our stock ownership guidelines and are required to retain common stock ownership five times the value of their base retainer. Our 2024 Long-Term Incentive Plan (the “2024 Plan”) imposes a $1,000,000 limit on the compensation that can be awarded to a non-employee director in any given fiscal year, including the sum of (i) cash compensation and (ii) the grant date fair value of equity compensation under the 2024 Plan.

COMMITMENT TO SUSTAINABILITY

Cinemark is one of the largest and most influential theatrical exhibition companies in the world with approximately 495 theaters and approximately 5,650 screens in 14 countries. We are deeply committed to sustainability, encompassing our environmental impact, social responsibility, and community engagement. Our sustainability efforts are integral to our mission and values, reflecting our dedication to creating a positive and lasting impact on the world around us.

In 2022, Cinemark’s full Board established a framework to formally monitor and review environmental, social and governance matters. During 2023, Cinemark focused not just on advancing its efforts, but also on increasing transparency and communications concerning those efforts. Our executive leadership team established an internal cross-functional team that was tasked with driving continued progress in the initiatives that promote sustainability and further transparency. In 2023, the “ESG Working Group” was renamed to the “Sustainability Working Group” to reflect Cinemark’s comprehensive approach to sustainability policies, practices and goals.

We completed our initial assessment of sustainability priorities during 2023, publishing our first report in the summer of 2023. This process included examining key data points requested by a range of key stakeholders, including investors, customers, employees, and certain rating organizations and by studying industry peers. Our analysis of sustainability topics included alignment to the Sustainability Accounting Standards Board (SASB). We then drew upon subject matter expertise to collect and organize content.

In 2025, we plan to publish an updated report, which will continue to focus on environmental, social and governance matters and also add select disclosures to align with the Task Force on Climate-Related Financial Disclosures ("TCFD") framework in addition to SASB.

We routinely engage with our stakeholders to better understand their views on sustainability matters, carefully considering the feedback we receive and acting when appropriate. For more information on our sustainability program and policies, or to read our sustainability reports, please visit: https://ir.cinemark.com/Governance.

EXECUTIVE COMPENSATION

Item 2: Advisory Vote to Approve Compensation of

Named Executive Officers

As required by Section 14A of the Exchange Act, we provide our stockholders with the opportunity to vote to approve, on a non-binding and advisory basis, the compensation of our named executive officers. Because the vote on this compensation program is advisory in nature, it will not affect any compensation already awarded to any named executive officer and will not be binding on or overrule any decisions made by the Compensation Committee or the Board. The vote on this resolution is not intended to address any specific element of compensation. Rather, this vote relates to the compensation of our named executive officers as a whole, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

Our compensation program, overseen by the Compensation Committee, is designed to attract and retain a talented team of executives who can deliver on our commitment to build long term stockholder value. The Compensation Committee believes our program is competitive in the marketplace, links pay to performance and is aligned with the prevailing best practices on corporate governance as evidenced by our strong 2024 Say-On-Pay (97% in favor) vote.

The Compensation Committee and the Board considers the results of this advisory vote when formulating future executive compensation policy. The results of this vote serve as an additional tool to guide the Compensation Committee and the Board in continuing to align the Company’s executive compensation program with the interests of the Company and its stockholders. The results of this vote also guide the Compensation Committee and the Board to ensure that our executive compensation program is consistent with our commitment to high standards of corporate governance.

We ask our stockholders to vote on the following resolution at the 2025 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosure.”

Compensation Discussion and Analysis

Our Compensation Philosophy

Our executive compensation program is structured to attract, motivate, reward, and retain high caliber talent who will lead the Company to expand its competitive advantage and deliver sustainable profitability. This includes building a solid foundation for long-term growth while consistently achieving strong near-term results. The Compensation Committee takes a holistic view of pay and performance and ensures that there is appropriate alignment with Company performance, overall business strategy and culture. We hire high-caliber individuals who can define a strategy to execute our long-term vision while continuing to deliver our mission of making the movie-going experience memorable by providing world class facilities and services and by engaging with our customers. To ensure that our key executives are incentivized appropriately to deliver our mission and vision, the Compensation Committee has designed an executive compensation program that strongly aligns with the interests of stockholders in creating sustainable long-term stockholder value by directly linking pay to Company and individual performance. Each of the measures in our performance-based plan is designed to align with and support our business strategy – create an extraordinary guest experience, deepen customer loyalty, and pursue growth opportunities.

Named Executive Officers

The following Compensation Discussion and Analysis (“CD&A”) describes the material elements of our executive compensation program, as well as perspective and context for decisions made regarding the compensation of our CEO, CFO and our three other most highly compensated executive officers (“NEOs”) for the year ended December 31, 2024. These executive officers are:

Sean Gamble has served as our President and Chief Executive Officer since January 1, 2022. Prior to being Cinemark’s President and CEO, Mr. Gamble served as our COO and CFO beginning in January 2018 and as our Executive Vice President and CFO since August 2014. Mr. Gamble worked for the Comcast Corporation as Executive Vice President and CFO of Universal Pictures within NBCUniversal, one of the world’s leading media and entertainment companies, from February 2009 until April 2014. He joined Comcast after 15 years at the General Electric Company where he held multiple senior leadership positions, including CFO of GE Oil & Gas Equipment based in Florence, Italy, from May 2007 until January 2009.

Melissa Thomas has served as our Executive Vice President-Chief Financial Officer since November 2021. Prior to joining Cinemark, from February 2020 to October 2021, Ms. Thomas served as Groupon Inc.’s Chief Financial Officer and served as Groupon’s Interim Chief Financial Officer from August 2019 to her appointment as Chief Financial Officer, its Chief Accounting Officer and Treasurer from November 2018 until her appointment as Interim Chief Financial Officer and its Vice President of Commercial Finance from May 2017 until her appointment to Chief Accounting Officer and Treasurer. Prior to joining Groupon, Ms. Thomas served in a variety of finance and accounting leadership roles at Surgical Care Affiliates and Orbitz Worldwide. Prior to her employment at Orbitz, Ms. Thomas held accounting positions at Equity Office Properties and began her career at PricewaterhouseCoopers.

Michael Cavalier has served as our Executive Vice President-General Counsel and Business Affairs since July 2021, our Executive Vice President-General Counsel and Secretary since February 2014, our Senior Vice President-General Counsel and Secretary since January 2006, our General Counsel since 1997 and our Associate General Counsel from 1993 to 1997. He has been with Cinemark for more than 30 years.

Valmir Fernandes has served as our President of Cinemark International, L.L.C. since March 2007 and the General Manager of Cinemark Brasil, S.A from 1996 to March 2007. He has been with Cinemark for more than 28 years.

Wanda Gierhart has served as our Chief Marketing and Content Officer since July 2021 and as our Executive Vice President – Chief Marketing Officer from January 2018 to July 2021. Prior to joining Cinemark, Ms. Gierhart served as Chief Marketing Officer of Neiman Marcus Group, an omnichannel luxury retailer. Ms. Gierhart also served as President and CEO of TravelSmith, a travel clothing and accessory retailer. She also has extensive marketing and merchandising experience with varying roles and responsibilities across major retail brands.

Compensation Practices

We strive to align our executive compensation program with the interests of the Company and our stockholders. The Compensation Committee monitors executive compensation best practices to incorporate into our compensation program. Highlighted below are certain pay practices that we utilize, and those that we avoid, to maintain discipline in our executive compensation program.

Pay Practices We Utilize

Pay Practices We Avoid

In addition to maintaining discipline in our executive compensation program, these pay practices create an overall compensation program designed to motivate, reward and retain our team, including NEOs, for their performance on a short-term and long-term basis. Further, these pay practices help to ensure that excessive or unnecessary risk taking is discouraged and support a level of risk taking that is not reasonably likely to have a material adverse effect on the Company.

Roles and Responsibilities

2024 Say-On-Pay Result

At the 2024 Annual Meeting, approximately 97% of the stockholder votes cast on say-on-pay were voted in favor of the proposal. The Compensation Committee believes that this substantial majority of votes in favor affirms stockholders’ support for our approach to executive compensation. Every year we endeavor to have discussions with a significant number of our institutional investors in order to better understand their views on our compensation practices. The Compensation Committee carefully considers this feedback in designing the key components of our executive compensation program.

Principal Elements of 2024 Executive Compensation

The pay elements that we utilize are crafted to attract and retain top talent, pay for performance and strike a balance between performance and risk taking. We achieve these goals by offering both short-term and long-term incentive awards, which include a mix of both time- and performance-based vesting requirements, each of which aligns the interests of our executives with our stockholders and encourages focus on both short and long-term success.

Approximately 60% of the compensation payable to our named executive officers is performance based. The following chart illustrates how base salary, short-term incentive awards, restricted stock and performance stock units ("PSUs") were allocated for fiscal 2024. For the purposes of the below illustration, the short-term incentive award has been valued at the actual payout amount and the performance stock units have been valued at the target amount on the grant date.

Base Salary: Base salary provides reasonable yet market-competitive fixed pay reflective of an executive’s role, responsibilities and individual performance.

Short-Term Incentive Program: Payout under the 2024 STIP was based on achievement of one-year Adjusted EBITDA goals that were aligned with our annual operating budget.

Restricted Stock Award: Restricted stock awards that vest ratably over a three-year period and incentivize retention.

Performance Stock Unit Award: The performance goals related to our 2024 PSUs are equally weighted and based on the achievement of three-year cumulative Adjusted EBITDA goals and three-year cumulative cash flow goals for the period January 1, 2024 - December 31, 2026. PSUs are not earned unless a threshold level is achieved. PSUs cliff vest on the third anniversary of the grant date. PSUs account for 60% of our annual long-term incentive grant.

Base Salary

The Compensation Committee sets base salaries for named executive officers after examining market data provided by Pearl Meyer (our independent executive compensation advisor) and comparing against peers to align salaries with market conditions, also taking into account the scope and nature of the individual’s job responsibilities, performance, experience and other objective factors deemed relevant by the Compensation Committee. The Compensation Committee considers salary adjustments at its regularly scheduled February meeting with those adjustments becoming effective in March each year.

The base salary for each named executive officer for 2024, as well as the percent change over 2023, is illustrated in the chart below:

Short-Term Performance-Based Incentive Awards

Introduction

Our short-term incentive program (“STIP”) is an annual cash-based performance incentive award program, typically based on metrics established in our annual operating budget and which requires the achievement of a threshold level of financial performance for any payout. The participants in our STIP are rewarded for achieving short-term financial and operational goals based upon individual targets expressed as a percentage of base salaries. For the named executive officers, the target STIP opportunities are set by the Compensation Committee taking into account a variety of factors, including peer group data, CEO’s recommendation (except for his own) and the individuals current and anticipated contribution to the strategic goals of the Company. Each participant in our STIP is entitled to receive a ratable portion of his/her target payment based upon the Company’s level of achievement, within the range of threshold and maximum percentages, of the target metric set by the Compensation Committee.

As part of the year-end performance review process, the manager for each participant in the STIP (other than the CEO) evaluates such individual’s performance against his/her annual business objectives and goals. Based upon this review a discretionary modifier up to a maximum +/- 15% may be applied to adjust the individual’s STIP payout (“ABO Modifier”).

Each STIP payout is calculated by applying the following formula:

STIP payments are paid for the most recently completed fiscal year (assuming performance levels have been met) as soon as administratively practical after the amounts are determined and certified by the Compensation Committee during the first quarter after the performance year.

2024 STIP Award Opportunities

2024 STIP Performance Goals and Results

The Compensation Committee sets performance goals for the STIP in February of each year, and has historically established threshold, target, and maximum payout goals based on Adjusted EBITDA, which is regarded as a key performance metric in our industry and a core valuation metric for our shareholders. For 2024, the Compensation Committee used worldwide domestic and international Adjusted EBITDA to establish the STIP targets, which was based on the annual operating budget approved by our Board of Directors.

The cash bonus achievement under the STIP is determined using the Company’s reported Adjusted EBITDA with certain add-backs and adjustments for cash bonus accruals, certain severance payments, if any, dividends from non-consolidated subsidiaries, non-cash revenues from National CineMedia, LLC, unusual expenses such as those related to accounting changes, a +/-5% collar for foreign exchange fluctuation, the industry box office adjustment discussed below and other adjustments the Compensation Committee deems appropriate, including, but not limited to, factors such as extraordinary, unusual and non-recurring events that were not included in the approved annual operating budget (the “STIP Adjusted EBITDA”). Our performance is highly dependent upon the timing, popularity and quantity of films released by the distributors, which requires a significant number of assumptions and projections in setting the budgeted Adjusted EBITDA target. In recognition of the uncertainty around setting such assumptions, the Compensation Committee determined that the STIP Adjusted EBITDA target may be adjusted, upward or downward, at the end of each performance year, to eliminate any variance between the actual North American and Latin American industry box office for the fiscal year and the industry forecasts used to set the STIP target for the year. North American industry box office performance and relevant Latin American attendance assumptions meaningfully impacts our Adjusted EBITDA due to its effect on attendance-driven revenue and costs but is largely outside of the Company’s control. The industry box office adjustment is intended to modify the STIP Adjusted EBITDA target to eliminate the negative or positive impacts of these non-controllable factors. The STIP Adjusted EBITDA target is adjusted upward or downward by approximately $10 million for every 1% change in the North American industry box office assumptions used for setting the 2024 annual operating budget and upwards or downwards by approximately $2.4 million for every 1% change in associated Latin America industry attendance assumptions used for setting the 2024 annual operating budgets. Results between the percentages are interpolated.

The bonus payout for Messrs. Gamble and Cavalier and Ms. Thomas is based on worldwide STIP Adjusted EBITDA. The bonus payout for Mr. Fernandes is based 50% on worldwide and 50% on international STIP Adjusted EBITDA targets. The bonus payout for Ms. Gierhart is based on domestic STIP Adjusted EBITDA targets. The worldwide STIP Adjusted EBITDA targets for 2024 were as follows:

2024 STIP Payouts

As outlined in 2024 achievements, the North American box office and Latin American attendance significantly outperformed the industry forecast used to set the STIP Adjusted EBITDA target, and Cinemark significantly outperformed our peers' operating and financial results through diligent focus and execution in advancing our strategic initiatives. As a result, Cinemark delivered industry-leading results in each of its key performance metrics, including total revenues, Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and net leverage ratio. In 2024, the North American industry box office was $8.8 billion, which exceeded the estimated North American box office assumption by approximately 9.5%. The associated industry attendance in relevant Latin America territories exceeded the approved annual operating budget by approximately 12.9%. As a result of the combined North American box office and Latin America attendance over performance, the STIP Adjusted EBITDA targets were adjusted upward as follows:

In February 2025, the Compensation Committee certified the STIP Adjusted EBITDA calculations for the STIP and approved the STIP amounts to be paid for the 2024 performance period. The Company attained worldwide Adjusted EBITDA of $590.2 million (calculated as set forth on Annex A) for the year ended December 31, 2024. The Company's out-performance to target was primarily fueled by growth in food and beverage per caps and average ticket price, maintaining market share gains and lower film rental rates. The Compensation Committee determined that, after giving effect to the adjustments discussed above, the worldwide STIP Adjusted EBITDA achieved was $574.0 million, or 121.7% above the worldwide STIP Adjusted EBITDA target, the international STIP Adjusted EBITDA achieved was $125.0 million, or 117.4% above the international STIP Adjusted EBITDA target and the domestic STIP Adjusted EBITDA achieved was $449 million, or 122.9% of the domestic STIP Adjusted EBITDA target, each as adjusted for industry results. As a result, Messrs. Gamble and Cavalier and Mss. Thomas and Gierhart received bonus payments equal to 200% of their respective individual targets. Since maximum STIP payout levels were achieved for Mss. Thomas and Gierhart and Mr. Cavalier, there were no ABO Modifiers. Mr. Fernandes received a bonus payout equal to 193.5% of his individual target and an ABO adjustment of 6.5%.

The 2024 STIP payments for our NEOs are illustrated in the table below.