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)

 

Delaware

 

001-33401

 

20-5490327

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(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:

 

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-
Vote

 

Steven P. Rosenberg

 

102,366,061

 

647,729

 

239,191

 

5,188,845

 

Enrique F. Senior

 

102,401,188

 

611,280

 

240,513

 

5,188,845

 

Donald G. Soderquist

 

101,811,940

 

1,190,196

 

250,845

 

5,188,845

 

 

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:

 

For

 

Against

 

Abstain

 

Broker
Non-Vote

 

108,097,534

 

96,994

 

247,298

 

 

 

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:

 

For

 

Against

 

Abstain

 

Broker Non-
Vote

 

99,380,539

 

3,511,332

 

361,110

 

5,188,845

 

 

2



 

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 23, 2014

 

3