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Cinemark experienced sizeable year-over-year growth in the fourth quarter driven by a more compelling line-up of new film content, rebounding consumer demand, and exceptional operating performance and ongoing execution of our strategic initiatives by our global teams. Our U.S. admissions revenues surpassed North American industry box office recovery by more than 700 basis points during the quarter when comparing fourth quarter 2021 box office results against fourth quarter 2019. Similarly, our Latin American admissions out-performed their corresponding industry results by a comparable degree. Importantly, our significant attendance and box office results flowed through to our bottom-line, delivering positive fourth quarter Adjusted EBITDA of $140 million and full-year Adjusted EBITDA of $80 million. Furthermore, we generated positive cash flow from operations in both the U.S. and Latin America during the fourth quarter, which represented another meaningful milestone in our company’s emergence from the pandemic.

Our Cinemark team has faced monumental challenges during the pandemic, and what they have accomplished – and what they continue to accomplish – through their endless perseverance, dedication, resourcefulness, strategic thinking, and ingenuity, is nothing short of astounding. Our Board’s deep industry knowledge, business savvy, financial acumen, and diverse expertise have also been a source of tremendous value to management while navigating the challenges of the pandemic, and their input will continue to provide immense strategic benefit as we position Cinemark for ongoing success ahead.

While our recovery from the pandemic is still underway, meaningful continued improvements in the state of the virus, consumer sentiment and content flow are all highly encouraging. As we look ahead, we remain optimistic about the future of theatrical moviegoing and Cinemark. We are working diligently to position ourselves for ongoing success in the evolving media landscape and to deliver long-term value for our shareholders, guests, communities, and employees.

Thank you for your continued support, trust and investment in Cinemark. We look forward to your participation at our Annual Meeting.

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.

April 6, 2022

Dear Stockholders:

Notice is hereby given that the Annual Meeting of Cinemark Holdings, Inc. (the “Company”) will be held:

The purpose of the meeting is to consider and vote on the following matters:

Our board of directors has fixed the close of business March 25, 2022, as the record date (“Record Date”) for determining the stockholders entitled to notice of and to vote at the Annual Meeting.

Pursuant to the rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials via the Internet. Accordingly, on April 6, 2022, we sent our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the 2021 proxy statement and annual report on Form 10-K for the fiscal year ended December 31, 2021 online. Shareholders who have received the Notice will not be sent a printed copy of our proxy materials in the mail unless they request to receive a printed copy.

You will be able to attend the Annual Meeting in person or via live audio webcast by using the following link: www.virtualshareholdermeeting.com/CNK2022 and the 16-digit control number found on the proxy card or the voting instruction form. By logging into the website, stockholders as of the Record Date will be able to vote shares electronically on all items to be considered at the Annual Meeting.

If a stockholder as of the Record Date has any question pertaining to the business of the Annual Meeting, it must be submitted in advance of the Annual Meeting by visiting www.proxyvote.com. Questions may be submitted until 10:59 p.m. CDT, on Tuesday, May 17, 2022. Stockholders must have their proxy cards or voting instruction forms in hand when accessing the website and follow the instructions. To allow us to respond at the Annual Meeting to the maximum number of stockholders, each stockholder will be limited to one question.

YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to attend the Annual Meeting in person or online, it is important that your shares be represented. Therefore, we urge you to promptly vote and submit your proxy in advance of the Annual Meeting. You can vote your shares via the Internet, by telephone, or by signing, dating, and returning the proxy card or voting instruction form. To vote via the Internet or telephone, follow the instructions included in the proxy card or the voting instruction form. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting.

The proxy statement and the 2021 Form 10-K are available at

The Board is soliciting proxies in connection with the Annual Meeting (and any adjournment thereof) to be held in person and virtually on May 19, 2022 at 9 a.m. CDT. The approximate date on which this proxy statement and the enclosed proxy are first being sent to stockholders is April 6, 2022.

As of the Record Date, 121,178,172 shares of common stock, par value $0.001 per share (Common Stock) of the Company were outstanding. The Common Stock constitutes the only class of voting securities of the Company. Only stockholders of record as of the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. Holders of Common Stock are entitled to one vote for each share so held.

The majority of our Board is independent and is currently comprised of 11 members. The size of the Board may be fixed from time to time exclusively by our Board as provided in our Certificate of Incorporation. Our Certificate of Incorporation also provides that 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 terms of office of each class ending in successive years. In December 2021 the Board expanded the size of the Board by one member effective as of January 1, 2022. The vacancy was filled by appointing Sean Gamble as a Class III director.

The terms 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 election at the Annual Meeting.

Each of Messrs. Chereskin, Mitchell, Syufy and Gamble has consented to be nominated for election or re-election, as applicable, 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 2025 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.

Our Governance Committee is responsible for identifying and recommending director candidates to our Board for nomination. Although the Board retains ultimate responsibility for approving candidates for election, the Governance Committee conducts the initial screening and evaluation. The Governance Committee has not established any minimum qualifications that must be met by a director candidate or identified any set of specific qualities or skills that it deems to be mandatory. The Governance Committee’s policy regarding consideration of potential 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 considers candidates recommended by current directors, management, third party search firms engaged by the Governance Committee, and stockholders. Under the director nomination agreement which we entered into on April 9, 2007 with certain of our then current stockholders (Director Nomination Agreement), the Mitchell Investors (as defined in the Director Nomination Agreement) have a right to designate two nominees to the Board. Messrs. Mitchell and Sepulveda are nominees of the Mitchell Investors. All candidates, including candidates recommended by stockholders, are evaluated on the basis of the same criteria. Stockholders who wish to recommend a candidate to the Governance Committee or submit nominees for election at the 2023 annual meeting should follow the instructions on page 63.

Mr. Sepulveda serves as the Board’s Lead Independent Director (Lead Director). The Lead Director has the authority to preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management directors and has the authority to call meetings of the non-management directors. The Lead Director

serves as principal liaison between the non-management directors and Company management. In consultation with the Chairman and the CEO, the Lead Director approves meeting schedules, agendas and the information provided to the Board. If requested by stockholders and as appropriate, the Lead Director will also be available, as the Board’s liaison, for consultation and direct communication.

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. Mr. Mitchell provides leadership to the Board by chairing meetings, organizing directors and facilitating Board deliberations.

The Board believes that its leadership structure is appropriate for Cinemark. Through the role of the Lead Director, the independence of the Board’s standing committees, and the regular use of executive sessions of the non-management directors, the Board is able to maintain independent oversight of risks to our business, our long-term strategies, annual operating plan, and other corporate activities. These features, together with the role and responsibilities of the Lead Director described above, ensure a full and free discussion of issues that are important to Cinemark’s stockholders. At the same time, the Board is able to take advantage of the unique blend of leadership, experience and knowledge of our industry and business that Mr. Mitchell and Mr. Gamble separately bring to the table.

The majority of our Board is independent with 7 out of 11 directors being independent. Our Board has independently determined the independence of 7 directors taking into consideration the independence requirements of the New York Stock Exchange (NYSE) listing standards. The test for independence under the NYSE listing standards is whether the director:

1.  is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company;

2.  has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company (other than director and committee fees and pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service);

3.  (a) is a current partner or employee of a firm that is the Company’s internal or external auditor; (b) has an immediate family member who is a current partner of such a firm; (c) has an immediate family member who is a current employee of such firm and personally works on the Company’s audit; or (d) is or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time;

4.  is, or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or has served on that company’s compensation committee; or

5.  is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

The Board, in coordination with our Governance Committee, and assistance of the Company’s general counsel, evaluated the NYSE bright-line tests and considered the transactions reported under the 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 (a) the majority of the Board was, and continues to be, independent, (b) each of Mmes. Antonellis, Loewe and Vaca and Messrs. Chereskin, Rosenberg, Senior and Sepulveda are independent, (c) Messrs. Mitchell and Syufy are not independent due to their transactions with the Company exceeding $120,000 annually, (d) Messrs. Mitchell, Zoradi and Gamble are not independent because they

are employees or former employees of the Company, (e) each of Mmes. Antonellis and Loewe and Messrs. Rosenberg and Sepulveda meet all applicable requirements for membership in the Audit Committee, (f) Ms. Loewe and Mr. Sepulveda qualify as “audit committee financial expert” 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 (g) each of Ms. Vaca and Messrs. Chereskin and Sepulveda meet all applicable requirements for membership in the Compensation Committee.

Our Board has adopted a written policy supplementing our Code of Business Conduct and Ethics relating to the review, approval and ratification of transactions between us and “related parties” as generally defined by applicable rules under the Securities Act of 1933, as amended. The policy covers any related party transaction regardless of the amount involved as required by the NYSE listing standards. Our Board has determined that the Audit Committee is best suited to review and approve related party transactions, although in certain circumstances the Board may determine that a particular related party transaction be reviewed and approved by a majority of disinterested directors. In reviewing and approving a related party transaction, the Audit Committee, after satisfying itself that it has received all material information regarding the related party transaction under review, shall approve based upon the determination whether the transaction is fair and in the best interest of the Company.

Management presents any proposed related party transaction at an Audit Committee meeting for review and approval. If management becomes aware of a proposed or existing related party transaction that has not been presented or pre-approved by the Audit Committee, management shall promptly notify the Chair of the Audit Committee who shall submit such related party transaction to the full Audit Committee for approval or ratification, if the Audit Committee determines that such transaction is fair to the Company. If management, in consultation with our CEO, CFO or General Counsel determines that it is not practicable to wait until the next Audit Committee meeting, the Chair of the Audit Committee has been delegated the authority to review, consider and approve any such transaction. In such event, the Chair of the Audit Committee shall report any related party transaction approved by the Chair of the Audit Committee at the next Audit Committee meeting. The Audit Committee may establish guidelines it determines as necessary and appropriate for management to follow in dealings with related parties and related party transactions. The procedures followed in considering a related party transaction are evidenced in the resolutions and minutes of the meetings of the Audit Committee or Board, as applicable.

The Company has the following related party transactions with Mr. Mitchell and Mr. Syufy.

We manage one theatre owned by Laredo Theatre, Ltd., (Laredo). We are the sole general partner and own 75% of the limited partnership interests of Laredo. Lone Star Theatres, Inc. (Lone Star) owns the remaining 25% of the limited partnership interests in Laredo and is 100% owned by Mr. David Roberts, Lee Roy Mitchell’s son-in-law. Under the agreement, management fees are paid by Laredo to us at a rate of 5% of annual theatre revenues up to $50 million and 3% of annual theatre revenues in excess of $50 million. We recorded approximately $0.4 million of management fee revenue from Laredo during 2021. As the sole general partner and the majority limited partner of Laredo, we control the affairs of the limited partnership and have the rights to dissolve the partnership, close or sell the theatre. We also have a license agreement with Laredo permitting Laredo to use the “Cinemark” service mark, name and corresponding logos and insignias in Laredo, Texas.

Effective September 2, 2009, Cinemark USA, Inc. (CUSA), a wholly-owned subsidiary of the Company, entered into an Aircraft Time Sharing Agreement (Aircraft Agreement) with Copper Beech Capital, LLC, a Texas limited liability company (Operator), for the use of an aircraft and flight crew on a time sharing basis. Lee Roy Mitchell, our Executive Chairman of the Board, and his wife, Tandy Mitchell own the membership interests of the Operator. The private aircraft is used by Mr. Mitchell and other executives who accompany Mr. Mitchell to business meetings for the Company. The Aircraft Agreement specifies the maximum amount that the Operator can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and flight crew. The Company pays the Operator the direct

costs and expenses related to fuel, pilots, landing fees, storage fees, insurance obtained for the specific flight, flight planning, weather contract services and expenses such as in-flight food and beverage services and passenger ground transportation incurred during a trip. For 2021, the aggregate amounts paid to the Operator for the use of the aircraft was approximately $23,000.

The Company, through its wholly-owned indirect subsidiary CNMK Texas Properties, LLC, formed a joint venture, FE Concepts, LLC (FE Concepts), with AWSR Investments, LLC (AWSR), an entity owned by Lee Roy Mitchell and Tandy Mitchell. FE Concepts operates a family entertainment center that offers bowling, gaming, movies and other amenities. The Company and AWSR each invested approximately $20.0 million and each have a 50% voting interest in FE Concepts. The Company has a theatre services agreement with FE Concepts under which the Company receives fees for providing film booking and equipment monitoring services for the facility. The Company recorded $0.1 million of service fees during the year ended December 31, 2021.

Walter Hebert III, brother-in-law of Mr. Mitchell, was the Executive Vice President – Purchasing of the Company through July 2021. Mr. Hebert received a total compensation of $202,342.75 for 2021. Such amount included base salary of $176,931, fair market value of annual restricted stock grant of $123,597, a prorated portion of his bonus of $67,048, and all other compensation of $25,412. Mr. Hebert and the Company entered into a one-year Consultant Agreement commencing August 1, 2021 to ensure an orderly transition. Under the Consulting Agreement, Mr. Hebert received an additional $122,081 during 2021.

Our subsidiary, Century Theatres, currently leases 13 theatres from Syufy Enterprises or affiliates of Syufy Enterprises, Inc. Raymond Syufy, one of our directors, is an officer of the general partner of Syufy Enterprises, Inc. All of the leases except one have fixed minimum annual rent. The remaining lease has rent based upon a specified percentage of gross sales as defined in the lease with no minimum annual rent. For 2021, we paid approximately $23.3 million in rent for these leases. Since 2019, we began providing digital equipment support to drive-in theatres owned by Syufy Enterprises, Inc. We recorded $0.1 million of fees related to these services during 2021.

Under the Director Nomination Agreement dated on April 9, 2007, the Mitchell Investors (as defined in the Director Nomination Agreement) have a right to designate two nominees to the Board. Messrs. Mitchell (Class III) and Sepulveda (Class II) are its current nominees. Mr. Sepulveda was re-elected at the 2021 Annual Meeting. Mr. Mitchell has been recommended for re-election at the 2022 Annual Meeting.

Our Corporate Governance Guidelines contain Board membership criteria which are set as broad tenets rather than as specific weighted criteria. Our Board focuses on its leadership structure, and the character, integrity, and qualifications of its members. The following matrix provides information regarding the members of our Board, including certain types of skills, experience and attributes possessed by our directors which our Board believes are relevant to our business. The matrix does not encompass all of the skills or experience of our directors.

 

Our Board construes diversity to mean diversity of tenure, backgrounds, experience, qualifications, skills, age and expertise, among other factors, which when taken together best serve the interests of the company and our stockholders. The following graphics illustrates director diversity, balanced tenure and range of ages.

 

Throughout 2021, governance and risk management played a critical role in our response to the challenges faced by our company and our industry due to the COVID-19 pandemic. The Board played a pivotal oversight role in our business continuity planning and execution in the face of the pandemic and oversaw the executive team’s management of risks related to continuing business operations, industry developments, financial controls, liquidity profile, employee retention, health and safety protocols and information technology operations.

Our Board believes that risk management is an important part of establishing, updating and executing Cinemark’s business strategy. The Board, as a whole and at the committee level, has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, financial condition, performance and environmental, social and governance responsibilities. The Board focuses its oversight on the most significant risks facing the Company and on the processes that management has established to identify, prioritize, assess, manage and mitigate those risks.

The Board reviews and considers Cinemark’s long-term strategic plan and its annual financial and operating plan. The Board and its committees also receive regular reports from members of senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks. While the Board has an oversight role, management is principally tasked with direct responsibility for assessing and managing the risks and implementing processes and controls to mitigate their effects on the Company.

The Board’s leadership structure, with a Lead Director, separate Chairman and CEO, independent standing committees of the Board, the active participation of committees in the oversight of risk, and open communication with management support the risk oversight function of the Board. Each committee has risk oversight responsibilities and provides regular reports to the Board. Our risk governance structure is shown below:

During 2021, the Board held five meetings and took action by written consent on six occasions. All directors attended at least seventy-five percent (75%) of all meetings held by the Board and all meetings held by committees of the Board on which such director served.

All directors are strongly encouraged to attend the Annual Meeting, but we do not have a formal attendance requirement. All directors attended our virtual 2021 Annual Meeting.

Pursuant to our Corporate Governance Guidelines and the rules of the NYSE, our non-management directors meet periodically in executive sessions with no Company personnel present. Our Corporate Governance Guidelines require separate sessions of the non-management directors at least twice a year and a separate session of the independent directors at least once a year.

The presiding director of the executive sessions is currently our Lead Director, Mr. Sepulveda. During 2021, our non-management directors met five times and our independent directors met once in executive sessions.

Succession planning and talent development are important at all levels in our Company. The board oversees management’s succession plan for key positions at the senior officer level, and most importantly for the Chief Executive Officer position. The board routinely reviews succession plans for senior management and the Chief Executive Officer, including both long-term and emergency succession planning. The board’s succession planning activities are ongoing and strategic. In addition, the Chief Executive Officer regularly provides the board an assessment of the Company’s senior leaders and their potential to succeed at key senior management positions. The board also regularly evaluates succession plans in the context of the Company’s overall business strategy with a focus on risk management. Potential leaders interact with the board through formal presentations and during informal events. More broadly, the board is regularly updated on key talent indicators for the overall workforce, including diversity and development programs.

This year’s appointment of Sean Gamble as our Chief Executive Officer following Mark Zoradi’s retirement is indicative of our strategic succession planning and development initiatives. In 2019, the board engaged a recognized executive search firm to compare potential external candidates with internal candidates. The board ultimately deciding on Sean Gamble as Mr. Zoradi’s successor. Mr. Zoradi worked closely with the Board, preparing for his retirement for more than a year which was intended to take place at the end of 2020. However, Mr. Zoradi delayed his retirement to the end of 2021 to guide the company through the global pandemic and allow additional time for the transition. Over the course of a two-year timeframe, Mr. Zoradi worked hand-in-hand with Mr. Gamble to ensure a seamless transition. Mr. Gamble’s time as Cinemark’s Chief Financial Officer and Chief Operating Officer and his background as the Chief Financial Officer of Universal Studios, as well as his significant tenure at the General Electric Company, underscored his proven track record of strategic thinking, vision setting, leading change, improving processes, and driving efficiencies, making him the logical successor as Chief Executive Officer.

We value the input and insights of our stockholders and are committed to continued engagement with our investors. As part of our proactive stockholder engagement program to ensure management and the Board understand and consider the issues that matter the most to our stockholders, we offered meetings to our top institutional investors, representing nearly 70% of our institutional stockholder base. We met with all that accepted our request, totaling approximately 35% of the total shares outstanding held by institutional stockholders. We also met with representatives from Glass Lewis and Institutional Shareholder Services. Key themes discussed included the impact of COVID-19 on our industry and the Company, succession planning for the Board, executive compensation and corporate social responsibility, sustainability, and talent management. We place great emphasis on the feedback we receive from our stockholders and have instituted practices and disclosures as a direct result of the meetings conducted including:

The following documents make up our corporate governance framework:

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

The Company has also adopted a Code of Business Conduct and Ethics, which applies to directors, executive officers and employees. The Code of Business Conduct and Ethics sets forth the Company’s policies on critical issues such as conflicts of interest, insider trading, protection of our property, business opportunities and proprietary information. We will post on our website any amendment to, or a waiver from, a provision of the Code of Business Conduct and Ethics for executive officers and directors that have been approved by our Board or any Board committee. During 2021 there were no amendments to, or waiver from, any provision of the Code of Business Conduct and Ethics for any executive officer or director. The Code of Business Conduct and Ethics is available on our website at https://ir.cinemark.com/ under the “Governance” tab.

As stated in our Corporate Governance Guidelines, any Company stockholder or other interested party who wishes to communicate with the non-management directors as a group 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. The Company Secretary 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.

Our Board currently has four standing committees – Audit Committee, Compensation Committee, Governance Committee and the Strategic Planning Committee. The current composition of each of the committees is set forth below:

Effective February 11, 2021, the Governance Committee recommended, and the Board approved, Nancy Loewe 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 and Mr. Sepulveda’s biographies on page 11 and page 13 respectively, for further information regarding their qualifications to be an “audit committee financial expert”. Each of the Audit Committee members satisfies the standards for independence of the NYSE and the SEC as they relate to audit committees.

The Audit Committee is governed by the Audit Committee Charter which sets forth the purpose and responsibilities of this committee.

Functions:

The functions of the Audit Committee include the following:

The Audit Committee meets on a quarterly basis with Company management and Deloitte & Touche, to discuss, among other items, the Company’s financial statements for the applicable period to be filed with the SEC, any changes 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 Board has delegated authority of cybersecurity oversight to the Audit Committee. The Audit Committee is updated by Company management twice a year to monitor and evaluate cybersecurity trends and risks and the effectiveness of the Company’s controls to mitigate known risks. The Audit Committee also oversees and monitors the enterprise level risks related to ethics and compliance with the Company’s code of business conduct. Company 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, 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 16 for further details on related party transactions.

The Audit Committee approves all audit and permissible non-audit services above a de-minimis threshold (including the fees and terms of the services) performed for the Company by Deloitte & Touche prior to the time that those services are commenced. The Audit Committee may, when it deems appropriate, form and delegate this authority to a sub-committee consisting of one or more Audit Committee members, including the authority to grant pre-approvals of audit and permitted non-audit services. The decision of such sub-committee is presented to the full Audit Committee at its next meeting. The Audit Committee pre-approved all fees for 2021 noted in the table below.

We paid the following fees (in thousands) to Deloitte & Touche and its affiliates for professional services rendered by them during 2021 and 2020, respectively:

The Audit Committee has reviewed and discussed with management the Company’s audited financial statements for 2021. We have discussed with Deloitte & Touche the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. We have received the written disclosures and the letter from Deloitte & Touche as required by the applicable requirements of the PCAOB regarding the independent

accountant’s communications with the Audit Committee concerning independence and have discussed with Deloitte & Touche its independence. Based on the above review and discussions, we recommended to the Board that the audited financial statements for the Company be included in the Company’s 2021 Annual Report on Form 10-K for filing with the SEC.

Respectfully submitted,

Nancy Loewe (Chair)

Darcy Antonellis

Steven Rosenberg

Carlos Sepulveda

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. The Compensation Committee is governed by the Compensation Committee Charter, which sets forth the purpose and responsibilities of this committee.

The functions of the Compensation Committee include, among other things, the following:

The Governance Committee is composed solely of directors who satisfy all criteria for independence under the rules of the NYSE. The Governance Committee is governed by the Governance Committee Charter setting forth the purpose and responsibilities of this committee.

The functions of the Governance Committee include, among other things, the following:

The Strategic Planning Committee is governed by the Strategic Planning Committee Charter setting forth the purpose and responsibilities of this committee.

The functions of the Strategic Planning Committee include, among other things, the following:

Our director compensation program is designed to attract and to fairly compensate highly qualified, non-employee directors to represent our stockholders on the Board and to act in the stockholders’ best interests. The Company believes that compensation for non-employee directors should be competitive and should encourage increased ownership of the Company’s Common Stock through the payment of a portion of director compensation in Company equity. In accordance with the Compensation Committee Charter, the Compensation Committee sets the compensation of our Board members. Pearl Meyer, the Compensation Committee’s independent compensation consultant periodically reviews and reports to the Compensation Committee as to how the Company’s director compensation practices compare with those of other similarly situated companies. The Board makes changes in 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, as Company employees, Messrs. Mitchell Zoradi and Gamble did not receive any compensation for their services on the Board or any of its committees for 2021.

The compensation of the directors 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 $115,000. The number of shares of restricted stock granted is determined by dividing $115,000 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 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 a stock ownership guideline and are required to retain Common Stock ownership five times the value of their base retainer. Our Amended and Restated 2017 Omnibus Incentive Plan (the “2017 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 2017 Plan.

The following table sets forth summary information regarding the compensation of our non-employee directors for 2021. See the compensation tables beginning on page 41 for the compensation paid to Messrs. Mitchell, Zoradi and Gamble.

We have an ongoing commitment to promote environmental sustainability in our communities, including reducing our carbon footprint through energy efficient measures and reducing waste through co-mingled recycling programs.

Recycling: We recycle at all eligible locations with approximately 25% of our domestic waste diverted from landfills in 2018 and 2019. Since 2012, we have recycled over 60,000 tons of waste. In select locations, we compost certain waste material. Data from 2020 and 2021 is not applicable due to closures or limited operations during the COVID-19 pandemic. Data is for locations for which the Company controls waste management.

Renewable Energy: Since 2019, through virtual power purchase agreements and renewable energy credits earned in deregulated markets, we have offset approximately 31% of our annual domestic electricity usage. We have 5 locations with approximately 1.5 megawatts of battery storage to reduce power demand during peak demand, thermal storage in select locations in California and Massachusetts and over 100 free electric vehicle charging stations at select locations throughout the country.

Energy Efficiency: We have incorporated LED lighting in whole or in part in most theatres and parking lots. We also have energy management systems in place for automated lighting and HVAC controls to ensure energy efficiency. We also engineer our HVAC units to minimize energy waste and to reduce power consumption. As of December 31, 2021, we have three LEED certified theatres.

Awards: We have been recognized and awarded for our sustainability efforts and are currently listed on the EPA Green Power Partner National Top 100 list.

One of our Core Values is Passion for People, including our employees, guests and the communities in which we operate.

Diversity, Equity and Inclusion: Our employees form the core of our Cinemark Values. We seek to be an equitable, diverse and inclusive company. We are committed to diverse representation across all levels of our workforce to reflect the vibrant and thriving diversity of the communities in which we live and work. As part of our ongoing commitment to a diverse and inclusive workforce, we have organized conscious inclusion training and hosted external speakers on the topic. In July 2021, we established a Diversity, Equity and Inclusion and Corporate Social Responsibility Department. We then hired a Director-level employee with a March 2022 start date to focus on developing diversity, equity and inclusion and corporate social responsibility initiatives within the company. We also support employee-driven support groups (ERGs) which help foster inclusion among all teammates, build awareness, recruit and retain a diverse workforce necessary for the Company to successfully operate in a global, multicultural, and evolving business environment. We support the continuous development of professional, technical and leadership skills of our employees by offering tuition assistance, skills development courses through partnerships with leading educational institutions, and leadership development and training both generally and as part of our diversity and inclusion initiatives.

Engagement: We believe that continuous engagement with our employees is vital to driving successful, meaningful outcomes. To foster a corporate culture of transparency and collaboration, senior management conducts regular “town-hall” style meetings with employees to share, among other matters, Company performance, business conditions and market challenges, and respond to employee concerns through question-and-answer sessions. These meetings were particularly important during 2020 and 2021 to keep our employees informed of the impact of the pandemic on our Company and our business, status of the industry and theatre re-openings. They also provided support and motivation and boosted morale. We also conduct employee satisfaction surveys that provide actionable feedback from employees to management. The survey responses are anonymous, measure employee satisfaction, and solicit honest feedback, and we follow through with projects to improve areas of opportunity. Performance reviews are conducted annually with bi-annual check-ins for all full-time employees, during which employees and managers address goals, developmental opportunities, strengths, and weaknesses. These reviews facilitate productive conversations across the organization and foster an open feedback culture.

Cinemark Cares: In recognition and gratitude for our moviegoing communities, we strongly encourage team members to give back to the community. For the past several years, we have held annual service days for team members. We are a proud long-term corporate partner with charities such as Variety the Children’s Charity, Will Rogers Motion Pictures Pioneers Foundation and St. Jude Children’s Research Hospital and host an annual golf tournament to raise funds for these and other selected charities.

Employee Benefits: All full-time employees in the United States are eligible to participate in our group benefits plans on the first of the month following 30 days of employment. The benefits offered include medical, vision, dental, company-paid life and accidental death and dismemberment, supplemental life and accidental death and death and dismemberment, short- and long-term disability insurance, health savings accounts (a portion of which is funded by the Company), flexible spending accounts (a portion of which is funded by the Company) and an employee assistance program.

401(k) Savings Plan: We maintain a 401(k) Savings Plan for all U.S. based employees as a source of retirement savings. Generally, our employees who have attained the age of 21 are eligible to participate in the plan after 3 months of service. Our employees have the option to contribute to both a 401(k) pre-tax plan and/or a Roth 401(k) plan. We match 100% of an employee’s elective deferral up to 6% of such employee’s compensation, which contributions vest immediately. Our named executive officers receive contribution matches on the same terms and conditions as our other U.S. employees. We believe that offering our employees this additional investment vehicle for generating savings in a tax-deferred manner provides a valuable benefit and helps us retain top talent.

The Audit Committee has appointed and the Board has ratified the appointment of Deloitte & Touche as the Company’s independent registered public accounting firm for 2022. As a matter of good corporate governance, we are seeking stockholder ratification of the appointment of Deloitte & Touche. If the stockholders do not ratify the appointment of Deloitte & Touche, the Audit Committee may review its future selection of auditors. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.

One or more representatives of Deloitte & Touche are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to answer appropriate questions. Please refer to page 23 for the fees paid to Deloitte & Touche in 2021 and 2020.

Unless marked to the contrary, proxies received will be voted “FOR” ratification of the appointment of Deloitte & Touche as the independent registered public accounting firm for 2022.

As required by Section 14A of the Exchange Act, the Company is providing stockholders with an opportunity to cast an advisory vote on the compensation of our NEOs as disclosed in the CD&A, the compensation tables, narrative discussion, and related footnotes included in this proxy statement.

While the vote is advisory, and therefore non-binding on the Company, the Compensation Committee values the opinions of our stockholders and will take into account the outcome of the vote when considering future executive compensation decisions.

As discussed in more detail in the CD&A, our executive compensation program 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 and links pay to performance.

Accordingly, the Board recommends that you vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the CD&A, compensation tables and narrative discussion is hereby APPROVED.”

To assist our stockholders in locating important information regarding our executive compensation program, the CD&A is organized as follows:

The following Compensation Discussion and Analysis (“CD&A”) provides a description of 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 four other most highly compensated executive officers for the year ended December 31, 2021. These executive officers are listed below:

Lee Roy Mitchell is the founder of the Company. He has served as our Executive Chairman of the Board since March 1996 and as a director since our inception in 1987. Mr. Mitchell has been engaged in the theatrical exhibition business for over 50 years. Mr. Mitchell is the brother-in-law of Walter Hebert III, the former Executive Vice President–Purchasing, of the Company. Mr. Mitchell served on the board of directors of National CineMedia, Inc. from 2007 until 2021.

Mark Zoradi has served as our director since June 2015 and our CEO from August 2015 until his retirement effective December 31, 2021. Mr. Zoradi spent 30 years at The Walt Disney Company, including serving as the President of Walt Disney Studios Motion Picture Group. Prior to that, Mr. Zoradi served in a variety of positions of increasing responsibility within The Walt Disney Company, including as the General Manager of Buena Vista Television and President of Buena Vista International with responsibility for the international theatrical and home entertainment marketing and distribution of Disney, Touchstone and Pixar films. Mr. Zoradi also served as the President and COO of Dick Cook Studios from January 2011 until July 2014 and the COO of Dreamworks Animation SKG, Inc. from August 2014 until January 2015. Mr. Zoradi currently serves on the board of directors of National CineMedia, Inc.

Sean Gamble has served as our President since July 28, 2021, our COO and CFO since January 2018 and as our Executive Vice President and CFO since August 2014. Beginning January 1, 2022, Mr. Gamble now serves as our President and CEO. Prior to joining Cinemark, from February 2009 until April 2014, Mr. Gamble served as Executive Vice President and CFO of Universal pictures within NBCUniversal, one of the world’s leading media and entertainment companies. NBCUniversal was a wholly-owned subsidiary of the General Electric Company until January 2011, then subsequently acquired by the Comcast Corporation. He joined Comcast after 15 years at the General Electric Company where, in addition to his time with NBCUniversal, he held multiple senior leadership positions, including CFO of GE Oil & Gas’ Equipment business based in Florence, Italy from May 2007 until January 2009.

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 28 years.

Valmir Fernandes has served as our President of Cinemark International, L.L.C. since March 2007, was the General Manager of Cinemark Brasil, S.A from 1996 to March 2007 and has been with Cinemark for more than 25 years.

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 as Vice President of Finance at Surgical Care Affiliates from June 2016 to May 2017. From August 2007 to May 2016, Ms. Thomas served in a variety of finance and accounting leadership roles at Orbitz Worldwide (NYSE: OWW), including Vice President of Finance. Prior to her employment at Orbitz, Ms. Thomas held accounting positions at Equity Office Properties and began her career at PricewaterhouseCoopers.

We provide stockholders with the opportunity to cast an annual advisory vote on the compensation of our NEOs. At the 2021 Annual Meeting, approximately 82% of the stockholder votes cast on say-on-pay were voted in favor of the proposal. Although the percentage of favorable votes is down from the 96% favorable votes received at the 2020 Annual Meeting the Compensation Committee believes that this substantial majority of votes in favor affirms stockholders’ support for our approach to executive compensation during the COVID-19 pandemic. Every year we endeavor to have discussions with some 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.

Following the 2021 advisory vote and discussions with institutional investors in 2021 and 2022, the Compensation Committee decided to return to a more traditional performance based structure for our annual bonus program and a portion of our long term incentive compensation program. See Decisions in Response to the COVID-19 Pandemic – Cash

Bonus and Impact of COVID-19 on Long Term Incentive Compensation. The Compensation Committee believes the actions it took in 2021 were appropriate to attract, retain and incentivize management as the Company continues to navigate through a difficult business environment. We believe our programs are effectively designed and are aligned with the interests of our stockholders.

The Compensation Committee monitors emerging best practices in executive compensation to incorporate them into our compensation program and enhance value for our stockholders. The chart below lists some of our compensation “best practices” implemented by the Compensation Committee and also provides the compensation practices we do not follow:

Our executive compensation program is structured to attract, motivate, reward, and retain high caliber talent who will lead the Company to increase our competitive advantage and deliver sustainable profitability. This includes building a solid foundation for long-term growth while consistently achieving 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 determine our strategy to execute our long-term vision while continuing to deliver our mission of making the movie-going experience memorable by engaging with our customers and providing world class facilities and services. 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.

Our executive compensation program is designed to achieve the following key objectives:

To ensure that the compensation program serves the above objectives, the Compensation Committee takes into consideration the following:

The highlights of our executive compensation program are as follows:

The Compensation Committee designed the traditional executive compensation program to align pay with performance and the majority of target compensation was comprised of performance-based incentive awards. In February 2021, the Compensation Committee re-evaluated the continuing impact of the COVID-19 pandemic on our Company and industry and found it necessary to temporarily modify for 2021 the historical performance metrics that drove the compensation structure for our annual cash bonus and performance awards under our long-term equity incentive grants. The Committee concluded that these temporary modifications were needed because of the continued uncertainty regarding the timing of our industry’s recovery, the changing business environment and consumer behavior as a result of the pandemic and the

uncertain long-term impact of streaming initiatives launched by major studios. The Compensation Committee found that the modifications to the executive compensation structure were necessary to properly compensate, reward and retain our executives during these unprecedented times. See Executive Compensation Components – Cash Bonus and Impact of COVID-19 on Long-Term Incentive Compensation.

The design of our executive compensation program is consistent with the compensation structure used in our industry:

Base salary is the fixed component of our executive’s annual cash compensation. In determining base salary, the Compensation Committee takes into consideration the scope and nature of job responsibilities of the NEO, market competitiveness relative to executives in similar positions at comparable group companies, merit increase recommendations of the CEO based on performance reviews (except in the case of his own compensation), and other objective factors deemed relevant by the Compensation Committee. The Compensation Committee has not adopted any formula with specific weightings assigned to any of the factors above.

In February 2021, as part of the annual compensation review process, the Compensation Committee approved a grant of restricted stock, in lieu of a cash base salary increase for each of Messrs. Gamble, Cavalier and Fernandes, equal to 2.75% of their 2021 base salary. The grants were made in March 2021 with a one-year vest period. Messrs. Mitchell and Zoradi each elected to forgo any increase to their base salary.

On July 28, 2021, Mark Zoradi announced that he would retire as Chief Executive Officer. In connection with this announcement, we announced that the Board had appointed Sean Gamble as President and Chief Operating Officer and that he would continue as Chief Financial Officer until his replacement was identified. Other executive promotions were also made. Mr. Gamble’s base salary was increased from $660,000 to $750,000 which was prorated for the period of time in 2021 Mr. Gamble served as President. Michael Cavalier was appointed as Executive Vice President General Counsel and Business Affairs. Mr. Cavalier’s salary was also increased from $555,012 to $575,000 which was also prorated for the remainder of 2021.

Our cash bonus structure is designed to motivate and reward bonus eligible employees for the successful completion of our annual performance goals. Typically, Company performance is measured against a pre-established target for the year. During 2021, the COVID-19 pandemic continued to have a significant adverse impact on the Company’s performance, making it impracticable for the Compensation Committee to effectively establish a purely financial performance metric for the annual cash bonus. The Compensation Committee determined that annual cash bonuses would be awarded based upon its discretion relying upon alternative performance objectives, which fell into the following general categories:

The participants in our cash bonus program are rewarded based on individual targets expressed as percentages of base salary. For the NEOs, the target cash bonus opportunities for 2021 were set by the Compensation Committee by taking into consideration a variety of factors including peer group data, CEO’s recommendation (except for his own) and the

individual’s current and anticipated contributions to the strategic goals of the Company. The actual amount of cash bonuses paid, if any, may result in a cash bonus that is equal to or less than the stated individual target (and could be zero) depending on whether, and to what extent, the applicable Company performance objectives and other conditions are satisfied.

Individual cash bonus payouts, except for Messrs. Mitchell and Zoradi, may be adjusted to a maximum of +/-15% based on the individual’s Annual Business Objective (ABO) rating. The ABO rating indicates the achievement level for the goals the individual sets at the beginning of the year. These individual goals are defined through personal business objectives and are set to support the Company’s strategic objectives for the year. As part of the year-end performance review process, the individual’s manager evaluates the individual’s performance against his/her ABO goals and assigns a composite score. Based on their composite scores for their individual performance, Mr. Gamble’s ABO modifier was 15%, and Messrs. Cavalier’s and Fernandes’ were 7.5%. The Compensation Committee evaluates the CEO’s performance against the Company’s goals and objectives, and the overall strategic plan, set for the year by the Board.

In February 2022, the Compensation Committee met to review the Company’s performance against the pre-established performance metrics discussed above. The Compensation Committee determined that the management team significantly outperformed on virtually all established metrics and successfully navigated the Company through another difficult year. The Compensation Committee determined that all bonus eligible employees were entitled to 125% of their target bonus amount. For 2021, the cash bonus weightings, individual targets (as a percentage of base salary), expected target cash bonus for the year as set in February 2021, and the actual cash bonus earned, for each of the NEOs were as follows:

In February 2022, the Compensation Committee met with management and Pearl Meyer to determine the appropriate performance metric to use for the annual cash bonus to properly incentivize, retain and reward executives. The Company expects 2022 to be a transition year with continuing impact from the COVID-19 pandemic. Management provided the Compensation Committee with forecasts for 2022 which incorporate assumptions regarding status of the virus, government restrictions, consumer sentiment, film output and studio window strategies. The Compensation Committee decided to utilize budgeted Adjusted EBITDA to establish the performance targets for the 2022 annual cash bonus. This performance metric was chosen as it is a key performance indicator of the Company used by investors, is highly correlated to long-term investor value and is the primary measure used by management to evaluate profit and loss and capital allocation. The cash bonus achieved will be determined using the Company reported Adjusted EBITDA with adjustments for cash bonus accruals, certain severance payments, extraordinary accounting changes and a +/- 5% collar for the impact of changes in foreign exchange rates. Adjusted EBITDA may also be adjusted, upward or downward, to eliminate variances between industry box office for the fiscal year and the industry forecast used in the determination of budgeted Adjusted EBITDA to set the cash bonus target.

Cinemark’s long-term equity incentive compensation program is intended to help (1) attract, motivate, reward and retain key talent, and (2) align our executives’ interests with stockholders’ interests to maximize long-term stockholder value.

Typically, the long-term equity incentive compensation is awarded as time-based and performance-based equity. Time-based equity enables us to attract and retain highly qualified executive officers as leaders to ensure our continued success. Performance-based equity encourages the Company’s long-term growth and aligns the executive’s interests with the interests of our stockholders. The combination of the two, with an emphasis placed on performance-based equity, ensures both balance and alignment within our long-term incentive program. Grants to all eligible employees, including the NEOs, are made in the first quarter of the year. The NEOs receive both time-based and performance-based equity.

The target value of long-term equity awards granted to a NEO is based on a percentage of the executive’s base salary. The target value and the split between time-based and performance-based grants are determined by the Compensation Committee by taking into account factors such as the individual’s leadership, NEO’s contribution to Company operations, projected state of the economy over the performance period, overall business environment and relative positioning versus peer group comparable.

The restricted stock grants vest 50% on each of the second and fourth anniversaries of the grant date, subject to continuous employment through the vest dates.

Recipients of restricted stock awards are permitted to:

Performance awards are generally granted in the form of performance stock units. The goals for the performance awards are based on one or more pre-established objective criteria that specify the number of shares of Common Stock that will be issued upon attaining the performance goals. After certification of the attainment of the performance goal, the underlying Common Stock is subject to additional time-based vesting conditions. Any dividends that are attributable to the underlying Common Stock are accrued and paid to the recipient, to the extent the performance award vests, at the end of the four years when the Common Stock is issued. The performance awards granted prior to 2021 have a four-year vest schedule – performance period of two years followed by an additional two-year service requirement. Prior to the COVID-19 pandemic, the performance goal was based on an implied equity value concept that measures the change in an IRR during a performance period. The implied equity value was based on a valuation model utilizing a multiple of Adjusted EBITDA (subject to certain specified adjustments) and other factors that produce a fundamental valuation of our equity. IRR represents the growth in this implied equity value during the performance period. Each performance target underlying the performance awards had a threshold, target and maximum level and vested on a pro rata basis according to the IRR achieved during the performance period, with the maximum level equal to 175% of the individual’s target. The target IRR goal for the performance-based awards was set by the Compensation Committee based on projected value creation with a substantial degree of difficulty to attain the performance level.

The COVID-19 pandemic has had significant adverse impact on our performance metrics both for the short-term annual cash bonus as well as for the long-term performance awards. One of the hallmarks of our equity compensation program is the overlapping of performance periods, which in other years has ensured continuous performance over the long-term, as opposed to performance over discrete periods of time. The Compensation Committee evaluated the impact of the pandemic on the historical IRR metric used to certify the number of shares issuable under performance-based awards. The Compensation Committee considered the pandemic’s effect on the Company and the movie exhibition industry, the projected continuation of the macro-economic conditions through 2021 and beyond and the continued uncertainty regarding the timing of the industry recovery. Such adverse consequences are due to completely unforeseen, external circumstances beyond the control of management, and, for long-term incentive compensation, a combination of time-based and performance-based awards were no longer an appropriate retention tool. Because the Compensation Committee determined it was not advisable to attempt to establish performance goals in such an unstable environment that had the potential to be unattainable in the future due to circumstances outside of management’s control, the Compensation Committee determined that for 2021 only the traditional grants of time based awards and performance based awards should be replaced with all time-based restricted awards to drive retention of the equity compensation

participants. The restricted awards were awarded at a percentage of base salary. Fifty percent (50%) of the time based awards vest on the second and fourth anniversary of the grant date and the remaining fifty percent (50%) of the time based restricted awards cliff vest on the fourth anniversary of the date of the grant. The Compensation Committee believes this structure will provide retention of our key talent through these uncertain times.

In February 2022, the Compensation Committee met with management and Pearl Meyer, an independent national compensation consulting firm, to determine the appropriate structure of a long-term incentive and a performance metric to use for the performance-based equity incentive awards. The Compensation Committee determined that the high volatility of current market dynamics make long-range forecasting unreliable. For 2022 only, the Compensation Committee determined that a 1 year performance period with a cliff vest on the third anniversary was appropriate in the current environment for performance-based awards. This structure will properly incentivize and reward management for matters within their control and serve as a retention tool. Several potential performance metrics were considered by the Compensation Committee and management. The Compensation Committee chose a combination of revenue and cash flow metrics as the performance metric for 2022 as both are relevant for achieving the Company’s strategic goals of re-igniting movie-going and rebuilding the Company’s balance sheet. The Compensation Committee also determined it appropriate to grant time-based awards and that the establishment of a three-year ratable vesting schedule was appropriate for those awards. In 2023 the Compensation Committee will again evaluate the appropriate performance metric, performance period and vesting for future performance-based equity incentive awards.

Role of the Compensation Committee and the Compensation Consultant: The Compensation Committee oversees and provides strategic direction to management regarding all aspects of our executive pay program. It sets the compensation of the CEO, the non-CEO NEOs as well as the Board members. The Compensation Committee may advise the Board of its determination of the compensation of the CEO and certain other executive officers, prior to its implementation.

During 2021 the Compensation Committee engaged Pearl Meyer to provide advice with respect to the compensation of our executive officers and the Board. The Compensation Committee annually assesses the independence of its compensation consultant.

The Compensation Committee consulted with Pearl Meyer to develop the most appropriate compensation framework for 2021 that would align with the Company’s compensation philosophy taking into consideration the on-going COVID-19 pandemic and the Company’s performance in an exceptionally difficult business environment.

Role of Management and the CEO in Setting Executive Compensation: Each year, our CEO evaluates the performance of certain members of upper management including Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas. Our CEO makes a recommendation for the compensation of his direct reports based upon his evaluation and their ABO rating, their roles and responsibilities, and market benchmarking data for similarly placed executives, as provided by Pearl Meyer. The Compensation Committee considers our CEO’s recommendation relative to our strategic plan, operating goals, and compensation philosophy. In consultation with Pearl Meyer, the Compensation Committee also considers general market conditions and industry trends to set non-CEO NEO executive compensation.

Process for Setting CEO Compensation: The Compensation Committee establishes certain business criteria and performance targets relevant to compensation, including equity and incentive bonus plans, for the CEO and other non-CEO executive officers and evaluates their performance against such business criteria and performance targets.

To help establish competitive ranges of base salary, incentive compensation opportunities, and target compensation, the Compensation Committee relies on competitive market data from surveys and reports prepared by Pearl Meyer. We consider market survey data from a group of size-appropriate comparators operating in the entertainment and retail industries (peer group) that are also traded publicly and with which we compete for executive talent.

Based on the criteria described above, the Compensation Committee used the peer group set forth below for purposes of setting executive compensation in February 2021:

The Compensation Committee used blended market data from the most recent proxy data and size-appropriate survey information provided by Pearl Meyer to determine 2021 compensation for each of the NEOs. The market data provides percentile compensation levels for various executive positions with comparable job responsibilities as our NEOs. The Compensation Committee also analyzes market data regarding compensation mix between base salary and annual and long-term incentives awards. The Committee does not endeavor to set executive compensation at or near any percentile, and it considers target compensation to be competitive if it is generally within a reasonable range of the market median. The Compensation Committee also considers other factors including level of responsibility, the individual’s performance, expectations regarding the individual’s future potential contributions, ability to drive the Company’s strategy, retention strategies, budget considerations, and the Company’s performance.

The Compensation Committee monitors our compensation policies and practices to determine whether our risk management objectives are being met and to adjust those policies and practices to address any incentives that have the potential to encourage risks that are reasonably likely to have a material adverse effect on us and any changes in our risk profile. As part of these considerations and consistent with our compensation philosophy, our compensation program, particularly our annual and long-term incentive compensation plans, are designed to provide incentives for the executives to achieve performance objectives without encouraging excessive risk-taking.

Below are the highlights of the Company’s compensation program which mitigate risks associated with compensation:

Our Compensation Committee monitors and considers the risk mitigating factors when setting executive compensation. Based on such review, the Compensation Committee has concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company or put the Company at risk.

The Compensation Committee has reviewed and discussed the CD&A as required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference in the Company’s 2021 Annual Report on Form 10-K, and the Board has approved the recommendation.

Respectfully submitted,

Nina Vaca (Chair)

Benjamin Chereskin

Carlos Sepulveda

For a narrative description of the amounts reported in the Summary Compensation Table for 2021, see Executive Compensation Components for a discussion of the various elements of compensation, including general description of the formula or criteria to be applied in determining the amounts payable, material terms of the long-term equity incentive awards, Grants of Plan-Based Awards 2021 table for details of the equity granted in 2021 and Discussion of the Terms of the Employment Agreements with Our NEOs for compensation pursuant to the terms of the respective employment agreements.

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median-compensated employee and the annual total compensation of our CEO.

As a leader and one of the most geographically diverse operators in the theatrical exhibition industry, we operate 522 theatres and 5,868 screens in the U.S. and Latin America. Our employee population consists of approximately 70% part-time employees many of whom are compensated on an hourly basis. Our median employee was a theatre Team Member, paid hourly and employed on a part-time basis.

For the year ended December 31, 2021:

To identify our median employee, as well as to determine the annual total compensation of the “median employee” for this purpose, the methodology and the material assumptions, adjustments, and estimates that we used were as follows:

This pay ratio is a reasonable estimate calculated in a manner consistent with the applicable rules. The rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.