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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.     )

Filed by the Registrant  x

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):

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NOTICE OF 2015 ANNUAL MEETING AND PROXY STATEMENT

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CINEMARK HOLDINGS, INC.

3900 Dallas Parkway, Suite 500

Plano, Texas 75093

NOTICE OF 2015 ANNUAL MEETING AND PROXY STATEMENT

April 24, 2015

Dear Stockholder:

Notice is hereby given that the Annual Meeting of Cinemark Holdings, Inc. will be held on June 4, 2015, at 9 a.m. CDT at our West Plano Theatre located at 3800 Dallas Parkway, Plano, TX 75093, for the following purposes:

Accompanying this notice is the proxy statement, which provides information on our Board and management team, and further describes the business we will conduct at the Annual Meeting.

Only stockholders of record as of the close of business on April 17, 2015 will be entitled to notice of, and to vote at, the Annual Meeting.

Your vote is important to us. Whether or not you attend the Annual Meeting, it is important that your shares be represented. Therefore, we urge you to promptly vote. For details regarding the methods of voting please refer to ‘What Different Methods Can I Use to Vote’ under ‘Questions and Answers About the Meeting and Voting’ in this proxy statement.

This notice of Annual Meeting and proxy statement is also available online at http://www.cinemark.com/About/Investor Relations/Proxy Materials.

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PROXY STATEMENT TABLE OF CONTENTS

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CINEMARK HOLDINGS, INC.

3900 Dallas Parkway, Suite 500

Plano, Texas 75093

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

June 4, 2015

GENERAL INFORMATION

Solicitation and Revocability of Proxies

The Board is soliciting proxies in connection with the 2015 annual meeting of stockholders and any adjournment thereof (the “Annual Meeting”) to be held on June 4, 2015, at 9 a.m. CDT at the Company’s West Plano Theatre located at 3800 Dallas Parkway, Plano, TX 75093. The approximate date on which this proxy statement and the enclosed proxy are first being sent to stockholders is April 24, 2015.

Shares Outstanding and Voting Rights

As of April 17, 2015, 115,874,516 shares of the Company’s Common Stock were outstanding. The Common Stock constitutes the only class of voting securities of the Company. Only stockholders of record as of the close of business on April 17, 2015 (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.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of holding the Annual Meeting?

We are holding the Annual Meeting to elect two Class II directors, to ratify the selection of Deloitte as our independent registered public accounting firm for the 2015 fiscal year and to hold a non-binding, advisory vote of stockholders on our executive compensation program and the compensation paid to our named executive officers for the 2014 fiscal year. Our Nominating and Corporate Governance Committee of the Board (the “Governance Committee”) has recommended the nominees to our Board and our Board has nominated the nominees. Our Audit Committee has appointed Deloitte as our independent registered public accounting firm for the 2015 fiscal year and our Board has ratified the appointment. Our Compensation Committee has approved our executive compensation program and the Board has recommended that the stockholders vote to approve our executive compensation program and the compensation paid to our named executive officers for the 2014 fiscal year. If any other matters requiring a stockholder vote properly come before the Annual Meeting, those stockholders present at the Annual Meeting and the proxies who have been appointed by our stockholders will vote as they deem appropriate.

What is the Record Date and what does it mean?

The Record Date for the Annual Meeting is April 17, 2015. The Record Date is established by the Board as required by Delaware law. Owners of record of Common Stock at the close of business on the Record Date are entitled to:

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What is the difference between a stockholder of record and a stockholder who holds stock in street name?

(a) Stockholder of record: If your shares are registered in your name with our transfer agent, Wells Fargo Shareowner Services, you are a stockholder of record with respect to those shares. As a stockholder of record, you have the right to grant your proxy directly to us or to a third party, or to vote in person at the Annual Meeting.

(b) Stockholder who holds stock in street name: If your shares are held by a broker or by a bank, you are considered to be a beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker or bank on how to vote and you are also invited to attend the Annual Meeting. Your broker or bank, as the record holder of your shares, may exercise discretionary authority to vote on “routine” items but may not vote on “non-routine” items without your instructions.

These proxy materials are being forwarded to you on behalf of your broker or bank. Your broker or bank has enclosed or provided voting instructions for you to use in directing the broker or bank on how to vote your shares. Since a beneficial owner in street name is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker or bank that holds your shares, giving you the right to vote the shares at the Annual Meeting.

How many shares must be present to hold the Annual Meeting?

A majority of our outstanding Common Stock as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Unless a quorum is present at the Annual Meeting, no action may be taken at the Annual Meeting except the adjournment thereof until a later time. Shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting, if you vote via the Internet, by telephone, or if you are represented by proxy. Abstentions and “broker non-votes” are counted as present for the purpose of determining the presence of a quorum.

What is a proxy and how does the proxy process operate?

A proxy is your legal designation of another person to vote the stock you own. The person(s) that you designate to vote your shares are called proxies. Robert Copple and Michael Cavalier of the Company have been designated as proxies for the Annual Meeting. The term “proxy” also refers to the written document or “proxy card” that you sign to authorize those persons to vote your shares.

By executing the proxy card, you authorize the above-named individuals to act as your proxies to vote your shares in the manner that you specify. The proxy voting mechanism is vitally important to us. In order for us to obtain the necessary stockholder approval of items, a quorum of stockholders must be represented at the Annual Meeting in person or by proxy. Since few stockholders can spend the time or money to attend stockholder meetings in person, voting by proxy is necessary to obtain a quorum and complete the stockholder vote. It is important that you attend the Annual Meeting in person or grant a proxy to vote your shares to assure a quorum is obtained so corporate business can be transacted. If a quorum is not obtained, we must postpone the Annual Meeting and solicit additional proxies, which is an expensive and time-consuming process.

What different methods can I use to vote?

If you are a stockholder of record, you may vote:

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If you are a beneficial holder, you may vote:

What happens if I do not give specific voting instructions?

Stockholder of Record.

If you are a stockholder of record and you:

then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owner.

If you own shares through a broker or bank and do not provide voting instructions to the broker or bank holding your shares, your broker or bank may represent your shares at the Annual Meeting for purposes of obtaining a quorum. Your broker or bank may vote your shares in its discretion on some “routine matters”. However, with respect to “non-routine matters”, your broker or bank may not vote your shares for you. With respect to these “non-routine matters”, the aggregate number of unvoted shares is reported as “broker non-votes”.

Which ballot measures are called “routine” or “non-routine”?

Under the broker voting rules of the New York Stock Exchange (the “NYSE”), the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the 2015 fiscal year (Item 2) is considered a “routine” matter and the election of directors (Item 1) and the non-binding, annual advisory vote on executive compensation (Item 3) are considered “non-routine” matters.

What are broker non-votes?

If you are the beneficial owner of shares and hold stock in street name, then the broker or bank, as the stockholder of record of the shares, may exercise discretionary authority to vote your shares with respect to “routine” matters but will not be permitted to vote the shares with respect to “non-routine” matters. A broker non-vote occurs when you do not provide the broker with voting instructions on “non-routine” matters for shares owned by you but held in the name of the broker. For such matters, the broker cannot vote and reports the number of such shares as “broker non-votes.”

How are broker non-votes and abstentions treated?

Broker non-votes and abstentions are counted for purposes of determining a quorum. However, see below with regards to the effect of broker non-votes and abstentions on approval of specific agenda items.

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What is the voting requirement for each of the items?

Approval of Item 1: Directors are elected by a plurality voting standard. The nominees who receive the highest number of affirmative votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon will be elected. However, pursuant to the Company’s Fourth Amended and Restated Corporate Governance Guidelines (the “Corporate Governance Guidelines”), in an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation from the Board and all committees of the Board following certification of the results of the Annual Meeting by the Inspector of Elections. The Governance Committee (excluding the nominee in question if applicable) would then consider the resignation offer and make a recommendation to the Board as to whether to accept or reject the resignation. Within 90 days following certification of the stockholder vote, the Board will make a final determination as to whether to accept the director’s resignation. The Board’s explanation of its decision would then be promptly disclosed in a Form 8-K filed with the SEC. If a director’s resignation is rejected by the Board, the director will continue to serve for the remainder of the term for which he or she was elected and until his or her successor is duly elected, except in the event of his or her earlier death, resignation or removal. The Board believes that this voting policy promotes stability in governance by ensuring that a full slate of carefully chosen and nominated members is elected at each annual meeting of stockholders thus ensuring the Board’s cohesiveness and effectiveness in promoting the interests of Cinemark.

Under the plurality voting standard, votes marked “For” will be counted in favor of the director nominee and broker non-votes and votes withheld shall have no effect on the election of a director. However, a withheld vote could affect whether such director would be required to submit a resignation as discussed above.

Approval of Item 2: The ratification of the appointment of Deloitte requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. Since this proposal is considered a “routine” matter, broker non-votes do not arise and brokers and banks may exercise discretionary authority to vote your shares. Abstentions will have no effect on this item.

Approval of Item 3: The advisory vote on executive compensation requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. Broker non-votes and abstentions will have no effect on this item.

How does the Board recommend I vote?

The Board recommends that you vote:

Can I revoke or change my proxy? If so, how?

You may revoke your proxy and change your vote at any time before the proxy has been exercised at the Annual Meeting.

If you are a stockholder of record, your proxy can be revoked in several ways:

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If your shares are held in street name, you must contact your broker or bank in order to revoke your proxy. Generally, you may change your vote by submitting new voting instructions to your broker or bank, or, by attending the Annual Meeting and voting in person if you have obtained a “legal proxy” from your broker or bank giving you the right to vote your shares.

Who counts the votes?

The Company has retained a representative of Wells Fargo Shareowner Services to serve as an independent tabulator to receive and tabulate the proxies and as an independent inspector of election to certify the results.

Who pays for this proxy solicitation?

The Company pays for this proxy solicitation. We use our transfer agent, its agents, and brokers to distribute all proxy materials to our stockholders. We will pay them a fee and reimburse any expenses they incur in making the distribution. Proxies will be solicited on behalf of the Board by mail, telephone, other electronic means or in person. We have retained D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, to assist with the solicitation for a fee of $7,500 plus reasonable out-of-pocket expenses.

How can I obtain copies of the Company’s annual report and other available information about the Company?

Stockholders may receive a copy of the Company’s 2014 Form 10-K at no charge by sending a written request to Michael Cavalier, Company Secretary at Cinemark Holdings, Inc., 3900 Dallas Parkway, Suite 500, Plano, Texas 75093.

You can also visit our Web site at www.investors.cinemark.com for free access to our corporate governance documents and our filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports. The SEC also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants. The address of the Web site is www.sec.gov.

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ITEM ONE — ELECTION OF DIRECTORS

Composition of the Board, Nomination of Class II Directors and Director Elections

Our Board is currently comprised of eleven 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.

New Board Members in 2014:

In November 2014, our Board elected Ms. Nina Vaca (Ximena G. Humrichouse) and Mr. Tim Warner to our Board. Ms. Vaca was elected to fill the vacancy created by the departure of Mr. Roger T. Staubach and she shall serve the remainder of Mr. Staubach’s term as a member of the Class I directors. Mr. Warner was elected as a member of the Class II directors and he is a director nominee at this Annual Meeting. Mr. Warner’s election to the Board was based on his position as the CEO of the Company. The elections of Ms. Vaca and Mr. Warner increased the size of the Board to 11 members.

Director Nomination Agreement:

On April 9, 2007, immediately prior to our initial public offering, we entered into a director nomination agreement with certain of our then current stockholders permitting those certain stockholders to designate persons for appointment or nomination for election to the Board (the “Director Nomination Agreement”). Currently, only the Mitchell Investors (as defined in the Director Nomination Agreement) have a right to designate two nominees to the Board and Messrs. Mitchell and Sepulveda were nominated to the Board by the Mitchell Investors. Madison Dearborn Capital Partners IV, L.P. (“MDCP”), Syufy Enterprises, LLP (“Syufy Enterprises”) and Quadrangle Investors (as defined in the Director Nomination Agreement) no longer have any beneficial ownership in the Company’s Common Stock. However, Messrs. Chereskin, Dombalagian, Senior and Soderquist (former nominees of MDCP), Mr. Peter Ezersky (a former nominee of Quadrangle Investors) and Mr. Raymond Syufy (a former nominee of Syufy Enterprises) continued to serve as directors subject to their re-election upon the expiry of their respective terms.

Annual Meeting Slate and Stockholder Nominees:

The terms of the current Class II directors, Messrs. Dombalagian, Ezersky, Sepulveda and Warner expire at the Annual Meeting. As reported previously, Messrs. Dombalagian and Ezersky have notified the Company that they will not stand for re-election. Therefore, effective the Annual Meeting, there will be two vacancies on the Board. The Board may fill the vacancies, and any director so chosen shall serve for the remainder of the term of the Class II directors until his/her successor has been elected and qualified, subject however, to such director’s death, resignation, retirement, disqualification or removal.

Each of Messrs. Sepulveda and Warner has consented to be nominated for re-election to the Board as a Class II director. If elected, Mr. Sepulveda will serve on the Board for a three-year term expiring on the date of our 2018 annual meeting of stockholders. Since Mr. Warner’s election to the Board was based on his position as the CEO of the Company, he will automatically resign from the Board if his position as the CEO is terminated for any reason, including the expiration of the Second Amended Agreement on April 1, 2016. At this time, we have no reason to believe that either of Messrs. Sepulveda and Warner will be unable or unwilling to serve if elected. However, should any of them become unavailable or unwilling to serve before the Annual Meeting, your proxy card authorizes us to vote for a replacement nominee if the Board names one.

Mr. Sepulveda is a nominee of the Mitchell Investors.

Director Qualifications and Board Diversity:

Our Corporate Governance Guidelines contain Board membership criteria that apply to nominees for a position on our Board. The Board has not adopted a formal diversity policy but pursuant to the Company’s

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Corporate Governance Guidelines, the Board seeks candidates of diverse background, education, skills, age and expertise with a proven record of accomplishment and the ability to work well with others. The Governance Committee does not assign specific weight to any particular factor but in selecting members for open Board positions takes into account such factors as it deems appropriate, which may include the current composition of the Board, the range of talents, experiences and skills that would best complement those already represented on the Board and the need for financial or other specialized expertise. The Board seeks to achieve a mix of members whose experience and backgrounds are relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. Overall, each of our Board members is committed to the growth of the Company for the benefit of the stockholders, contributes new ideas in a productive and congenial manner and regularly attends board meetings.

The Governance Committee receives nominations from the stockholders and the Board and evaluates nominees against the standards, qualifications and diversity criteria set forth in the Company’s Corporate Governance Guidelines. The Governance Committee annually evaluates the criteria for the selection of new directors and recommends any proposed changes to the Board.

Candidates nominated for election or re-election to the Board should possess the following qualifications:

Information on each of our nominees and continuing directors is given below.

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NOMINEES FOR CLASS II DIRECTORS

Term Expiring 2018

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Peter R. Ezersky and Vahe A. Dombalagian, both Class II directors, have notified the Company that they will not stand for re-election at the Annual Meeting. Pursuant to our Certificate of Incorporation, our Board may fill the vacancies created by the resignations and any director so chosen shall serve for the remainder of the term of the Class II directors until his/her successor has been elected and qualified, subject however, to such director’s death, resignation, retirement, disqualification or removal.

Unless marked to the contrary, proxies received will be voted “FOR” the election of each of the Class II nominees.

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CONTINUING CLASS I DIRECTORS

Term Expiring 2017

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CONTINUING CLASS III DIRECTORS

Term Expiring 2016

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CORPORATE GOVERNANCE

We are governed by our Board which, in turn, appoints executive officers to manage our business operations. The Board oversees our executive management on your behalf. The Board reviews our long-term strategic plans and exercises oversight over all major decisions, such as acquisitions, the declaration of dividends, major capital expenditures and the establishment of key Company policies.

Board Leadership Structure

We believe that a key factor in a company’s performance is a leadership structure that provides a balance between independent oversight by an engaged Board and day-to-day operations by management to implement the Board’s strategic vision. To achieve this balance, since December 2006, we have split the roles of the Chairman of the Board and the CEO such that the Board is separated from the day-to-day operations of the Company. This structure has served us well. Lee Roy Mitchell, the founder of the Company, is currently the Chairman of the Board and Mr. Warner is the CEO. As the founder of the Company with more than 50 years of experience in the movie exhibition industry, Mr. Mitchell is uniquely positioned to lead the Board as well as to guide the Company’s management team in strategic planning. Mr. Mitchell is assisted by Board members, each of whom has extensive experience in sectors that are relevant to the Company’s business. The Board’s oversight function is enhanced by the Board’s Audit, Governance and Compensation Committees, each of which is comprised entirely of independent directors.

The day-to-day operations of the Company are managed by the executives under the direction of Mr. Warner, our CEO. Mr. Warner brings over 30 years of motion picture exhibition industry experience to the CEO position, including more than 18 years with the Company. Prior to becoming the CEO, in his roles as the President and Chief Operating Officer of the Company and President of Cinemark International, L.L.C., Mr. Warner has been critical in the growth of the Company’s domestic as well as international business. Mr. Warner’s extensive industry experience and relationships, coupled with proven management and operational skills, make him well-suited to direct the Company’s day-to-day management and implement the strategic vision of the Board.

In addition to the separation of the positions of the Chairman of the Board and the CEO, the Board has a lead independent director, which role provides leadership and an organizational structure to the non- management directors. Our lead independent director is currently Mr. Donald Soderquist. The position of the lead independent director has significant authority and responsibilities under our Corporate Governance Guidelines, which are as follows:

Board’s Role in Risk Oversight

Responsibility for risk oversight rests with the Board. The Board has oversight responsibility of the processes established to identify, report and mitigate material risks applicable to the Company. The Board approves management’s policies related to key risk areas and provides input to management regarding risks and the appropriateness of management’s response. The Board also approves actions surrounding our capital

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structure, dividend payments, potential material acquisitions and approves our annual budget. While the Board considers risk in all its decisions, it also recognizes that appropriate and measured risk-taking may be required for the Company to retain its competitiveness and thus increase stockholder value.

The Board implements its risk oversight function both as a whole and through delegation to certain Board committees.

The Board has delegated its oversight responsibility with respect to financial and accounting risks to the Audit Committee. The Audit Committee periodically discusses with management the Company’s major financial risk exposures and the Company’s risk assessment and risk management policies. On a periodic basis, management provides the Audit Committee an update on key risks and the processes and systems of internal control to manage the risks. The Chair of the Audit Committee reports to the full Board regarding material risks as deemed appropriate.

The Compensation Committee reviews the executive compensation program to ensure that the design of the program does not encourage excessive risk-taking. It also reviews succession plans to ensure the Company has appropriate practices in place to support the retention and development of the talent necessary to achieve the Company’s business goals and objectives. See Compensation Risk Assessment section of the Compensation Discussion and Analysis (the “CD&A”) for more detail on how the Compensation Committee mitigates risk without diminishing the incentive nature of compensation.

To provide oversight of the risks associated with strategic planning and business development initiatives, in 2013, the Board established the Strategic Long-Range Planning Committee. The Strategic Long-Range Planning Committee assists management in the analysis of alternative strategic options and reviews with management the key industry and market issues and external developments impacting the Company.

The chart below provides the schematic view of the Board’s risk oversight structure.

Director Independence

Our standards of director independence comply with the independence requirements of the NYSE.

The NYSE bright-line tests for independence are whether the director:

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On the basis of this review, the Board has affirmatively determined, in its business judgment, that (a) the majority of the Board is independent, (b) each of Messrs. Chereskin, Dombalagian, Ezersky, Rosenberg, Senior, Sepulveda, Soderquist and Staubach (resigned effective May 22, 2014) and Ms. Vaca is independent, (c) Messrs. Mitchell and Syufy are not independent due to their transactions with the Company exceeding $120,000 annually, (d) Messrs. Mitchell and Warner are not independent because they are employees of the Company (e) each of Messrs. Ezersky, Rosenberg and Sepulveda meets all applicable requirements for membership in the Audit Committee, (e) Mr. Sepulveda is an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC and satisfies the NYSE’s financial experience requirements, and each of Messrs. Dombalagian, Ezersky, Sepulveda, Soderquist, Staubach and Ms. Vaca met, and continue to meet, all applicable requirements for membership in the Compensation Committee.

Meetings

During 2014, the Board held four (4) meetings and took action by written consent on three (3) 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. Eight directors attended the 2014 Annual Meeting.

Executive Sessions

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

The presiding director of the executive sessions is currently our lead independent director, Mr. Donald Soderquist. During 2014, our non-management directors met four times in executive sessions.

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 as a group may direct such communications by writing to the:

Company Secretary

Cinemark Holdings, Inc.

3900 Dallas Parkway, Suite 500

Plano, TX 75093

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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.

Corporate Governance Policies and Charters

The following documents make up our corporate governance framework:

Current copies of the above policies and guidelines are available publicly on the Company’s Web site at www.investors.cinemark.com under the Investor Relations tab.

Code of Business Conduct and Ethics

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 Web site 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. The Code of Business Conduct and Ethics is available on our Web site at www.investors.cinemark.com.

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BOARD COMMITTEES

Our Board currently has five committees – Audit Committee, Compensation Committee, Governance Committee, New Ventures Committee and the Strategic Long-Range Planning Committee – each of which is further described below.

Name of Director		Audit Committee		Compensation Committee		Governance Committee		Strategic Long- Range Planning Committee		New Ventures Committee
Benjamin Chereskin
Vahe Dombalagian
Peter Ezersky
Lee Roy Mitchell
Steven Rosenberg
Enrique Senior
Carlos Sepulveda
Donald Soderquist
Roger Staubach
Ray Syufy
Nina Vaca
Tim Warner

Lead Independent Director     Chairperson     Member     Financial Expert

Joined effective February 13, 2015

Resigned effective May 22, 2014

Joined effective January 15, 2015

Each of the Audit Committee members satisfies the standards for independence of the NYSE and the SEC as they relate to audit committees. Our Board has determined that each member of the Audit Committee is financially literate and that Mr. Sepulveda, a licensed certified public accountant with extensive public company accounting experience, qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. Please refer to Mr. Sepulveda’s biography on page 19 for further information regarding his qualifications to be an “audit committee financial expert”.

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

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Functions

The functions of the Audit Committee include the following:

Further, the Board has delegated its authority to approve related party transactions to the Audit Committee.

Approval of Audit and Non-Audit Services

The Audit Committee approves all audit and permissible non-audit services (including the fees and terms of the services) performed for the Company by its independent registered public accounting firm 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 2014 noted in the table below.

Fees Paid to Independent Registered Public Accounting Firm

We paid the following fees to Deloitte for professional services rendered by them during fiscal years ended 2014 and 2013, respectively:

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Audit Committee Report

Our committee has reviewed and discussed with management the Company’s audited financial statements for the 2014 fiscal year. We have discussed with Deloitte the matters required to be discussed by the Statement on Auditing Standard No. 16, Communications with Audit Committees, and Related and Transitional Amendments to PCAOB Standards. We have received the written disclosures and the letter from Deloitte as required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and have discussed with Deloitte its independence. Based on the review and discussions referred to above, we recommended to the Board that the audited financial statements for the Company be included in the Company’s 2014 Form 10-K for filing with the SEC.

Respectfully submitted,

Carlos M. Sepulveda (Chair)

Steven P. Rosenberg

Peter R. Ezersky

Each of the Compensation Committee members satisfies the standards for independence of the NYSE as they relate to compensation committees, qualify as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and “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.

Functions

The functions of the Compensation Committee include the following:

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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.

Functions

The functions of the Governance Committee include the following:

Director Nominations

The Governance Committee considers candidates recommended by our stockholders. To recommend a candidate for election to the Board for the 2016 annual meeting of stockholders, a stockholder must submit the following information to the Company Secretary no later than 90 and no earlier than 120 days in advance of the anniversary date of this Annual Meeting:

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Candidates recommended by stockholders will be evaluated under the same process as candidates recommended by existing directors and the CEO.

As provided in the Company’s Corporate Governance Guidelines, nominees will be selected based on, among other things, consideration of the following factors:

In considering whether to nominate directors who are eligible to stand for election or re-election, the Governance Committee considers the director’s personal and professional ethics, integrity, practical wisdom, judgment, training and expertise that will be beneficial to the Company and complementary to the background and experience of other Board members, willingness to devote required amount of time to carry out Board responsibilities, commitment to serve on the Board for several years to develop knowledge about the Company, willingness to represent the interest of all stockholders and objectively appraise management performance.

In March 2014, the Governance Committee engaged an executive search firm to identify, evaluate and assist the Governance Committee in identifying and evaluating potential Board nominees. The search firm identified qualified candidates based on a comprehensive market scan, assisted in identifying the most desirable candidates, conducted background checks of employment history, education and current public directorships, conducted screening for potential conflicts of interest or other limitations on candidates’ ability to serve, contacted candidates to evaluate their interest, scheduled interviews with the Company and Governance Committee and conducted candidate interviews.

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DIRECTOR COMPENSATION

The compensation of the non-employee directors is governed by our Amended and Restated Non-Employee Director Compensation Policy (the “Amended Director Compensation Policy”). Non-employee directors include any member of the Board who is (i) neither our employee nor an employee of any of our subsidiaries, and (ii) not an employee of any of the Company’s stockholders with contractual rights to nominate directors.

Each non-employee director receives the following annual compensation for services as a Board member:

All grants of restricted stock are made pursuant to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan (the “Restated Incentive Plan”). The number of shares of restricted stock to be issued is determined by dividing $100,000 by the closing price of Common Stock on the grant date, rounded down to the nearest whole share. Subject to continued service to the Company through the vest date, the initial award and each annual award generally vest on the first anniversary of the grant date. However, the Compensation Committee, as the administrator of the Restated Incentive Plan, may modify the vest schedule of an award.

Annual cash retainer is 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.

Employees of the Company, Messrs. Mitchell and Warner, who are also Board members, do not receive any additional compensation for their services on the Board.

The following table sets forth summary information regarding the compensation of our non-employee directors for the 2014 fiscal year.

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See Note 16 to the Company’s 2014 Form 10-K, for discussion of the assumptions used in determining the grant date fair values of these share based awards, including forfeiture assumptions and the period over which the Company will recognize compensation expense for such awards.

At December 31, 2014, each of Messrs. Chereskin, Dombalagian, Ezersky, Rosenberg, Senior, Sepulveda, Soderquist and Syufy owned 3,300 shares of restricted stock and Ms. Vaca owned 1,517 shares of restricted stock.

Ms. Vaca’s annual director restricted stock grant was pro-rated from her date of election as a Board member.

Mr. Staubach resigned effective May 22, 2014 and thus did not receive the annual grant of restricted stock.

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ITEM TWO — RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR

The Audit Committee has appointed and the Board has ratified the appointment of Deloitte as the Company’s independent registered public accounting firm for the 2015 fiscal year. As a matter of good corporate governance, we are seeking stockholder ratification of the appointment of Deloitte. If the stockholders do not ratify the appointment of Deloitte, 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 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.

Unless marked to the contrary, proxies received will be voted “FOR” ratification of the appointment of Deloitte as the independent registered public accounting firm for the 2015 fiscal year.

Vote Required for Ratification

Ratification requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. Since this proposal is considered a “routine” matter, broker non-votes do not arise and brokers and banks may exercise discretionary authority to vote your shares. Abstentions will have no effect on this item.

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ITEM THREE — NON-BINDING, ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION

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 named executive officers as disclosed in the CD&A, the compensation tables, narrative discussion, and related footnotes included in this proxy statement (“Say-on-Pay”).

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 Company performance.

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

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

At the annual meeting of stockholders held in May 2011, the Board recommended, and approximately 89% of the Company’s stockholders who voted either in person or via proxy and entitled to vote supported an annual advisory vote on executive compensation. Therefore, the next non-binding advisory vote on executive compensation will be at the 2016 annual meeting.

Vote Required

Approval of the Say-on-Pay item requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. Broker non-votes and abstentions will have no effect on this item.

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EXECUTIVE OFFICERS

Executive Officers

Set forth below is the name, age, position and a brief summary of the business experience of our named executive officers and certain other officers for whom we file reports under Section 16 of the Exchange Act:

Lee Roy Mitchell has served as Chairman of the Board since March 1996 and as a director since our inception in 1987. Mr. Mitchell served as our CEO from our inception until December 2006. Mr. Mitchell was Vice Chairman of the Board from March 1993 until March 1996 and President from our inception in 1987 until March 1993. Mr. Mitchell currently serves on the board of directors of NCM. Mr. Mitchell has been engaged in the motion picture exhibition business for over 50 years. Mr. Mitchell is the husband of Tandy Mitchell, an employee of the Company, and the brother-in-law of Walter Hebert III, the Executive Vice President–Purchasing of the Company.

Tim Warner has served as our CEO since January 2014. Mr. Warner has served as CEO and President from February 2012 until January 2014, President and Chief Operating Officer from December 2006 until February 2012, Senior Vice President from May 2002 until December 2006 and President of Cinemark International, L.L.C. from April 1996 until December 2006.

Robert Copple has served as President and Chief Operating Officer since January 2014. Mr. Copple has served as Executive Vice President, CFO, Treasurer and Assistant Secretary from January 2007 until January 2014, as Senior Vice President, CFO, Treasurer and Assistant Secretary from August 2000 until January 2007 and as a director from September 2001 until April 2004. Mr. Copple was acting CFO from March 2000 until August 2000. From August 1997 until March 2000, Mr. Copple was President of PBA Development, Inc., an investment management and venture capital company controlled by Mr. Mitchell. From June 1993 until July 1997, Mr. Copple was Director of Finance of our company. Prior to joining our Company, Mr. Copple was a Senior Manager with Deloitte where he was employed from 1982 until 1993.

Sean Gamble has served as CFO since August 2014. From February 2009 until April 2014, Mr. Gamble was the Executive Vice President and CFO of Universal Pictures, a subsidiary of NBCUniversal (subsidiary of Comcast Corp.) and creator and distributor of theatrical and non-theatrical filmed entertainment. Prior to joining NBCUniversal, Mr. Gamble held several senior level positions with the General Electric Company, a multinational conglomerate corporation providing financing, expertise and infrastructure.

Valmir Fernandes has served as President of Cinemark International, L.L.C. since March 2007. From 1996 until March 2007, Mr. Fernandes was General Manager of Cinemark Brasil S.A.

Michael Cavalier has served as Executive Vice President-General Counsel and Secretary since February 2014, as Senior Vice President-General Counsel and Secretary from January 2006 until February 2014, as Vice President-General Counsel and Secretary from August 1999 until January 2006, as Assistant Secretary from May 2001 until December 2003 and as Secretary since December 2003. From July 1997 until July 1999, Mr. Cavalier was General Counsel of our Company and from July 1993 until July 1997 was Associate General Counsel.

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Tom Owens has served as Executive Vice President-Real Estate since February 2014, as Senior Vice President-Real Estate since from January 2007 until February 2014, as Vice President-Development from December 2003 until January 2007 and as Director of Real Estate from April 2002 until December 2003. From 1998 until April 2001, Mr. Owens was President of NRE, a company he founded that specialized in the development and financing of motion picture theatres. From 1996 until 1998, Mr. Owens served as President of Silver Cinemas International, Inc., a motion picture exhibitor. From 1993 until 1996, Mr. Owens served as our Vice President-Development.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The CD&A describes our executive compensation philosophy and the components of our compensation program. It also includes information about how the 2014 fiscal year compensation for the named executive officers meets our compensation goals and is aligned with the Company’s 2014 fiscal year performance. The CD&A helps readers better understand the information found in the Summary Compensation Table and other accompanying tables located in this section of the proxy statement.

In this proxy statement, “executive officers” refers to all members of management, including the named executive officers.

Executive Summary

Cinemark’s Compensation Philosophy

The goal of our executive compensation program is to align the executives’ and stockholders’ long-term interests.

We use traditional compensation elements of annual base salary, annual cash incentives, long-term equity incentives, and employee benefits to deliver competitive and performance-based compensation. All of our compensation-related decisions for the executive officers are made solely by our Compensation Committee with input from the CEO (other than for himself).

We observe the following principles in the design of our executive compensation program:

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Our performance has established us as one of the industry leaders. We believe hiring, motivating and retaining one of the best executive management teams in the industry has given us the leadership that is required to achieve high performance levels. Headed by the Chairman of the Board and the founder of the Company, Lee Roy Mitchell, our executive management team brings experience and industry knowledge that is quite unique. Our named executive officers have made their careers in the movie-exhibition industry. With the hiring of Sean Gamble as our CFO, we have added more industry experience to our executive team. Our management team has successfully navigated us through many industry and economic cycles. At Cinemark, we view our employees as an “investment” for the future. We invest in our employees to continue to deliver more value to our stockholders and patrons.

We implement our compensation principles by structuring executive compensation in the following manner:

Mix of Compensation Elements

The graphical presentation below of the components of compensation for the 2014 fiscal year for each named executive officer lays out the balance between retention and performance elements of our compensation program. Please note, for performance awards, the grant date fair value of the maximum potential payout has been included in the calculation. Mr. Mitchell was not granted any equity awards given his substantial equity ownership in the Company.

Since Mr. Gamble was with the Company for only 4 months in 2014, the Company determined that a graphical presentation of his compensation would not be helpful.

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The mix of fixed and performance-based components of compensation for the 2014 fiscal year for each of the named executive officers for 2014 were as follows:

Company Performance Relative to Peers

We compare our financial performance against our direct competitors in the movie exhibition industry (referred to as the “performance peer group”). Our performance peer group includes the four publicly-held companies (from January 1, 2010 through December 31, 2014) in our industry, namely, Regal Entertainment Group (RGC), AMC Entertainment Holdings, Inc. (AMC), Carmike (CKEC) and IMAX Corporation (IMAX). We believe that this peer group is an appropriate benchmark for evaluating our fiscal performance since we

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directly compete with these companies for business and investor capital. The Company’s cumulative total return between 2010 and 2014 as compared to the performance peer group and S&P 500 is presented below.

The Company’s financial performance relative to its peers has been very strong over the past five years. The Company’s TSR (with dividends reinvested) for the one- year, cumulative three- year and cumulative five- year periods are at 9.8%, 107.4% and 177.9% respectively.

*The 3-Stock Peer Group consists of Regal Entertainment Group, Carmike Cinemas Inc. and IMAX. Since AMC became publicly-owned in December 2013, it is not included in the graphical presentation.

Company Performance Highlights in 2014

Cinemark sustained its industry outperformance trend in 2014. While the North American industry box office declined 5.2% in 2014 versus record setting 2012 and 2013 box offices, Cinemark’s domestic admissions revenue outperformed the North American industry by 430 basis points for the year and our worldwide admissions revenue outperformed by 540 basis points on a currency adjusted basis.

Furthermore, Cinemark continued to lead the industry and deliver worldwide Reported Adjusted EBITDA margins of over 20% to our stockholders throughout 2014.

Company Performance Over One-year, Three-year and Five-year Periods

Some of the key indicators of the Company’s financial health and performance over the one- year, three- year and five- year fiscal periods are as follows:

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Revenue:

Net Income:

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Diluted Earnings Per Share:

Reported Adjusted EBITDA:

See footnote 20 on page F-36 of the 2014 Form 10-K for reconciliations of non-GAAP financial measures for the 2012, 2013 and 2014 fiscal years. See footnote 23 on page F-38 of the 2012 Form 10-K for the 2011 and 2010 fiscal years.

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DISCUSSION

The Process of Setting Executive Compensation

How Do We Set Executive Compensation?

Compensation Committee

The Compensation Committee is responsible for:

The Compensation Committee establishes the compensation of the CEO without executive management input, but may be assisted in this determination by outside compensation consultants. In establishing the compensation of the named executive officers (other than the CEO) and the other executive officers, the Compensation Committee may consider the recommendations of the CEO and input received from the compensation consultants.

There is no set date but typically, the Compensation Committee determines the level of annual cash incentive bonus and equity incentive compensation during the first quarter of a fiscal year.

If deemed appropriate, the Compensation Committee advises the Board of its determination of the compensation of the CEO and certain other executive officers prior to its implementation. While the Compensation Committee may consider input provided by the Board, the decisions regarding annual cash incentive bonus and equity incentive compensation are made solely by the Compensation Committee.

Compensation Consultant

The Compensation Committee has the sole authority under the Compensation Committee Charter, to the extent it deems appropriate, to retain one or more consultants and has direct responsibility for the compensation and oversight of the work of any compensation consultant. The Compensation Committee also has the right to receive information it deems pertinent from management, employees, outside counsel and other advisers. None of our executive officers are involved in the Compensation Committee’s determination of their own compensation.

The scope of the compensation consultant’s engagement have covered the following:

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To help determine the 2014 compensation levels of the named executive officers, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) as the executive compensation consultant.

Independence of Compensation Consultant:

In light of the NYSE listing standards regarding independence of compensation consultants, the Compensation Committee evaluated the independence of Pay Governance. The Compensation Committee reviewed, among other items, a questionnaire executed by Pay Governance addressing its independence and that of the members of the consulting team, including the following factors: (i) other services provided to the Company by Pay Governance, (ii) fees paid by the Company as a percentage of Pay Governance’s total revenue, (iii) policies or procedures of Pay Governance that are designed to prevent conflicts of interest, (iv) any business or personal relationships between any of the members of the consulting team and a member of the Compensation Committee or any of the Company’s executive officers, and (v) any Company stock owned by any of the members of the consulting team or any immediate family member. Based upon this review, the Compensation Committee concluded that the work performed by Pay Governance and the members of the consulting team involved in the engagement did not raise any conflict of interest.

Role of the CEO

In making compensation decisions for executive officers, the Compensation Committee solicits the views of our CEO and the compensation consultant. The CEO is not present during Compensation Committee meetings and does not make recommendations to the Compensation Committee about his own compensation.

Competitive Positioning

We compete with a peer group of companies (referred here as the “compensation peer group”) for executive level talent. To attract, retain and motivate the highest caliber executive management who are critical to our long-term success, the Compensation Committee believes their compensation should be aligned to similarly situated executives within our compensation peer group. To determine the competitiveness of our compensation, the Compensation Committee reviews our compensation peer group data provided by our compensation consultant annually. Typically, our compensation consultant for the year has provided compensation data for the 25^th, 50^th and 75^th percentiles for each component of compensation and total compensation for each named executive officer. The Compensation Committee uses the data for informational purposes and does not target a specific percentile of compensation for any named executive officer.

For purposes of executive compensation for the 2014 fiscal year, the selection criteria of the peer group remained the same as 2013. The criteria was a combination of various factors such as revenue levels, total assets, market capitalization and business models particularly relevant to Cinemark’s growth and expansion in the

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international markets. Based upon that assessment, the following companies within the leisure, hospitality and entertainment services industry comprised our compensation peer group for the 2014 fiscal year:

Pay Governance compiled compensation data for the compensation peer group from a variety of sources, including proxy statements for 2013, public filings and other published survey sources.

In addition to the data related to the compensation peer group, to set compensation for the 2014 fiscal year, the Compensation Committee also considered the international exhibition industry which has become a competitive market for our executives.

Design of the Executive Compensation Program

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

Annual base salary is the only fixed component of the summary compensation of an executive as its value is not subject to Company performance or fluctuations in the price of our Common Stock. Annual cash incentive bonus and equity awards are the variable components of compensation. We believe the distribution between fixed and variable components offers a competitive compensation program while appropriately mitigating risk.

Annual Base Salary

The annual base salary represents minimum payment for a satisfactory level of individual performance for the duration of employment with the Company. The Compensation Committee seeks to keep annual base salary competitive to help attract and retain qualified executives. Annual base salaries for the executive officers are determined by the Compensation Committee based on a variety of factors including:

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However, the Compensation Committee has not adopted any formula with specific weightings assigned to any of the factors above.

The Company has employment agreements with the named executive officers. Under the employment agreements, the annual base salaries are subject to annual review by the Compensation Committee and can be increased but not decreased.

In determining the annual base salaries for the 2014 fiscal year, the Compensation Committee took into consideration the pay practices at our ‘compensation peer group’, the competitive market for our executives, both domestic as well international, and enhanced job responsibilities of certain executive officers such as Mr. Copple who was promoted to the position of President and Chief Operating Officer effective January 21, 2014. The peer pay review was based on a compensation report prepared by Pay Governance. The report was based on a projected pay level for each of the named executive officers and compensation data publicly available for the 2013 fiscal year for the Company’s ‘compensation peer group’. See page 47 for the definition of the Company’s ‘compensation peer group’. The competitive analysis presented in Pay Governance’s review indicated that compensation levels, base salaries included, for the Company’s named executive officers were below a competitive range of peer pay levels. To ensure the continued competitiveness of pay for our key top executive talent and, in Mr. Copple’s case, to reflect increased responsibilities associated with a promotion, the Compensation Committee determined the following annual base salaries and raises from the 2013 fiscal year for the named executive officers. The 2014 annual base salaries are also compared to relevant competitive market data in the table below.

Annual Cash Incentive Bonus

Pursuant to our compensation philosophy of pay for performance, we provide participants to our Bonus Plan an opportunity to earn an annual cash incentive bonus tied to Company performance against pre-established performance metrics set by the Compensation Committee for the fiscal year. In setting total compensation, the Compensation Committee considers this annual cash incentive bonus to be an important tool in motivating and rewarding performance over the short-term. While the annual cash incentive bonus provides an additional compensation opportunity it also subjects the Bonus Plan participant to the financial risks of the Company. Consequently, annual cash incentive bonus percentages are commensurate with the participant’s position and potential impact on the Company’s performance as determined by the Compensation Committee.

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The following steps are performed annually for the Bonus Plan:

(1) Setting a Target Cash Bonus. During the first quarter of the fiscal year, the Compensation Committee approves the range of potential payouts as percentage of target (33%, 100% and 133%), at a threshold, target and maximum level of annual cash incentive bonus for the participants to the Bonus Plan. The target annual cash incentive bonus amount is generally set at a percentage of the participant’s annual base salary although the Compensation Committee may take into account other factors deemed relevant, such as the individual’s performance and contributions outside of the quantitative targets and recommendations from the CEO (except for target annual cash incentive bonus amounts for himself). As such, given the outperformance of our international segment over the past fiscal years, the Compensation Committee has determined that Mr. Fernandes’s annual cash incentive bonus opportunity should be calculated based on the average of worldwide Adjusted EBITDA and international Adjusted EBITDA performances.

Each participant under the Bonus Plan is entitled to receive a ratable portion of his target annual cash incentive bonus based upon the Company’s level of achievement of the performance metric. The actual amount of annual cash incentive bonuses paid, if any, may result in an annual cash incentive bonus that is greater or less than the stated target (and could be zero) depending on whether, and to what extent, the applicable performance and other conditions are satisfied.

Under the Bonus Plan, the maximum annual cash incentive bonus amount of a named executive officer is capped at the lesser of 200% of such named executive officer’s annual base salary or $3 million.

(2) Setting the Performance Target. During the first quarter of each fiscal year, the Compensation Committee establishes the performance target of the Company for the year. The performance target may include factors, by way of example but not limitation, any or all of the following: revenue; net sales; operating income; earnings before all or any of interest, taxes, depreciation and/or amortization (“EBIT”, “EBITA”, or “EBITDA”); Adjusted EBITDA; Adjusted EBITDA Margin; cash flow; working capital and components thereof; return on equity or average stockholder’s equity; return on assets; market share; sales (net or gross) measured by product line, territory, customer(s), or other category; stock price; earnings per share; earnings from continuing operations; net worth; credit rating; levels of expense, cost or liability by category, operating unit or any other delineation; any increase or decrease of one or more of the foregoing over a specified period; or implementation or completion of critical projects. With respect to certain participants who are not named executive officers, these targets may also include such objective or subjective performance goals as the Compensation Committee may, from time to time, establish.

For the 2014 fiscal year, the Compensation Committee used Reported Adjusted EBITDA to set the target for payout of annual cash incentive bonus.

(3) Measuring Performance. Prior to making any payments under the Bonus Plan, the Compensation Committee reviews whether the applicable performance factors were attained. In reaching its conclusions, the Compensation Committee will make, if needed, certain adjustments as specified in the Bonus Plan. Such adjustments include, but are not limited to, factors such as changes in accounting principles and extraordinary, unusual or non-recurring events that were not included in the operating budget for the performance period (such as the disposition of a theatre or theatres or the cessation of operation of a theatre as a result of a natural disaster). The Compensation Committee may, in its discretion, at any time establish (and, once established, rescind, waive or amend) additional conditions and terms of payment of the annual cash incentive bonus (including but not limited to the achievement of other financial, strategic or individual goals, which may be objective or subjective) as it may deem desirable in carrying out the purposes of the Bonus Plan and may take into account such other factors as it deems appropriate in administering any aspect of the Bonus Plan, including reducing the amount of the annual cash incentive bonus at any time prior to payment based on such criteria as it shall determine, including but not limited to, individual merit and the attainment of specified levels of one or any combination of the performance factors. However, the Compensation Committee cannot adjust upwards the cash incentive compensation payable to a named executive officer or waive the achievement of a performance target

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requirement for a named executive officer except in the case of the death or disability of the executive or a change of control of the Company.

For reasons discussed earlier under the discussion of the determination of annual base salary for 2014, the Compensation Committee deemed it appropriate to review the annual cash incentive bonus target percentages of certain executives. Based on the review, the Compensation Committee revised the target bonus opportunity of the named executive officers. While this revision potentially raises the total compensation, it also ties a higher percentage of total compensation to Company performance.

The following table provides the target annual cash incentive bonus opportunity (as percentage of base salary) for the 2014 fiscal year for each of the named executive officers compared to relevant competitive market data and the actual amounts received by them in February 2015.

Equity Incentive Compensation

In addition to the annual cash incentive bonus, the Compensation Committee also annually awards service-based and performance-based equity compensation pursuant to the Restated Incentive Plan. Service-based equity compensation enables us to attract and retain highly qualified executive officers as leaders to ensure our continued success. Long-term performance-based equity compensation encourages Company’s long-term growth and aligns the executive’s interests with the interests of our stockholders.

Pursuant to the Restated Incentive Plan, restricted stock and performance awards (in the form of restricted stock units) have been granted annually to eligible employees, including the named executive officers. There is no set date for the annual equity grant, but typically, grants to all eligible employees, including the named executive officers, are made on the same day (and within the first 90 days of the fiscal quarter).

No stock options have been granted by the Company since 2004. The Compensation Committee has concluded that restricted stock and performance awards are a superior vehicle of incentive compensation than stock options by allowing our executives to benefit from our dividend policy.

The Compensation Committee determines the split between service-based and performance-based awards based upon various factors such as Company’s performance with respect to its industry competitors, leadership and contribution of individual executive officers and the nature of the economic environment. Generally, the value of the target level of performance-based awards is close to the value of the service-based restricted stock award with the maximum potential of the performance-based awards at 150% of the value of the service-based restricted stock award. In certain years the Compensation Committee has adjusted the percentage split of the performance-based and service-based equity awards to appropriately incentivize and motivate the executive officers in response to Company performance and targeted goals.

Restricted Stock. Generally, restricted stock is awarded to eligible employees annually as a retention incentive. Periodic awards of restricted stock can also be made at the discretion of the Compensation Committee and such periodic awards have been made in certain limited instances to attract executive talent such as the grant to Sean Gamble in 2014. Grants of restricted stock are generally based upon a percentage of the eligible employee’s annual base salary. However, such grants could be subject to some adjustment based on the

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individual employee’s performance during the previous fiscal year. All participants to the Restated Incentive Plan are eligible to receive restricted stock. Restricted stock grants typically vests 50% on each of the second and fourth anniversaries of the grant date subject to continuous employment through the vest dates. However, the restricted stock granted to Mr. Warner in 2012 and 2013 vests equally over three years and the restricted stock granted in 2014 vests equally over two years. Restricted stock awards granted to Mr. Warner in years prior to 2012 remain subject to the typical four year vesting schedule.

Recipients of restricted stock awards are permitted to:

(i) receive dividends on the restricted stock to the extent dividends are paid by the Company on shares of its Common Stock, and

(ii) to vote such Common Stock during the restriction period.

Performance Awards. Performance awards entitle recipients to vest in or acquire shares of Common Stock upon the attainment of specified performance goals over the performance period established by the Compensation Committee. Only the named executive officers and certain executive officers who have a significant impact on the Company’s long-term performance have been awarded performance awards.

Performance awards can be granted in the form of restricted stock or restricted stock units. The performance goals are based on one or more pre-established objective criteria that specify the number of shares of Common Stock under the performance award that will be issued (if performance award is in the form of restricted stock unit) or shall vest (if performance award is in the form of restricted stock) if the performance goal is attained. During the first quarter of a fiscal year, the Compensation Committee approves the performance goal for the applicable measurement period. Common Stock received upon attainment of the performance goals under a restricted stock unit award may be subject to additional service-based vesting conditions. Any dividends that are attributable to the underlying Common Stock relating to a restricted stock unit based performance award will be accrued and paid to the recipient to the extent the vesting conditions are satisfied and the number of shares that vest.

Currently our performance goal is based on an implied equity value concept that determines an IRR during a performance period. For performance awards granted from 2008 until 2013, the performance period was a three-year period. Beginning 2014, the Compensation Committee changed the performance period to a two-year period. This change was based on an annual re-evaluation of the Company’s growth plan and timetable of results delivered in the past years. The performance period for the performance awards granted in March 2014 is from January 1, 2014 to December 31, 2015.

The implied equity value is based on a valuation formula utilizing a multiple of Reported Adjusted EBITDA (subject to certain specified adjustments) and other factors that produces a fundamental valuation of Cinemark equity. IRR represents the growth in this implied equity value. Each performance target underlying the performance awards has a threshold, target and maximum level of payment opportunity and vest on a pro rata basis according to the IRR achieved during the performance period, with the maximum payment opportunity equal to 150% of the individual’s target opportunity. The targets for the current fiscal year are established in writing by the Compensation Committee in the first quarter of the fiscal year. The number of shares of Common Stock an executive may receive upon the attainment of a performance goal cannot be determined at the date of grant because the payment of such compensation is contingent upon attainment of the IRR and is further subject to the discretion of the Compensation Committee. If at the end of the performance period the Compensation Committee determines that the performance target has been met, the shares of Common Stock subject to each performance award shall be further subject to additional service-based vesting restriction contingent upon the employee’s continued service until the vest date. However, pursuant to the Second Amended Agreement, if Mr. Warner’s employment terminates due to the expiration of the term of the Second Amended Agreement on April 1, 2016, Mr. Warner shall not be required to fulfill the additional employment requirement through March 2018.

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The following table sets forth the various IRR percentages and the number of corresponding performance shares that can be earned by each eligible participant under the 2014 Grant:

Payout is prorated for performance between threshold and target and between target and maximum. If the IRR for the applicable performance period is at least 8.5%, which is the threshold, at least one-third of the restricted stock units vest. If the IRR for the applicable performance period is at least 10.5%, which is the target, at least two-thirds of the restricted stock units vest. If the IRR for the applicable performance period is at least 12.5%, which is the maximum, 100% of the restricted stock units vest. Further, as an example, if the Company achieves an IRR equal to 11.5%, the number of restricted stock units that shall vest will be greater than the target but less than the maximum number that would have vested had the Company achieved the highest IRR.

In 2014, the service-based and performance-based awards were granted as a 50/50 mix at the target level with the value of the potential maximum level of performance-based equity grant at 150% of the value of the service-based equity grant. This distribution of equity grants is consistent with our compensation philosophy to motivate our executive officers to increase stockholder value over the term long-term while still providing incentive for continuity and short-term performance.

The following table provides the total value of the equity grants (at the target level) made to the named executive officers in 2014 compared to relevant competitive market data.

The service-based restricted stock granted to Messrs. Copple and Fernandes shall vest, subject to continued employment through the vest dates, 50% in March 2016 and the remaining 50% in March 2018. The restricted stock granted to Mr. Warner vests equally over two years and the restricted stock granted to Mr. Gamble vests equally over three years. Future grants to Mr. Gamble are expected to contain vesting provisions on the second and fourth anniversary dates of the grants.

The payout of the performance awards (in the form of restricted stock units) granted in 2014 is subject to the achievement by the Company of an IRR set by the Compensation Committee for the two-year performance period from January 1, 2014 to December 31, 2015 and continued employment until March 2018. However, Mr. Warner does not have to fulfill the additional service requirement if the term of the Second Amended Agreement expires on April 1, 2016.

Similar to previous years, no equity award was granted to Mr. Mitchell as the Compensation Committee determined that Mr. Mitchell has substantial equity stake in the Company, which, as of the Record Date, is approximately 5% (excluding The Mitchell Special Trust). Also, since Mr. Gamble joined the Company eight months into the two-year performance period, the Compensation Committee did not grant any performance awards to Mr. Gamble.

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The Compensation Committee utilizes the performance awards to align performance with pay. As such, based on the level of IRR achieved by the Company for the three-year performance period from January 1, 2012 to December 31, 2014, the Compensation Committee determined that 76.67% of the maximum opportunity (115% of the target opportunity) of the performance awards (in the form of restricted stock units) granted to Messrs. Warner, Copple and Fernandes on March 8, 2012 (the “2012 Grant”) shall vest. The table below provides the number of performance awards (maximum) granted in 2012 and the number of performance awards to vest, subject to continuous employment through March 8, 2016:

Perquisites

With limited exceptions, the Compensation Committee’s policy is to provide benefits and perquisites to our named executive officers that are substantially the same as those offered to our other employees at or above the level of vice president. The benefits and perquisites that may be available in addition to those available to our other employees include life insurance premiums and long-term disability insurance.

401(k) Plan

We sponsor a defined contribution savings plan, or 401(k) Plan, whereby certain employees may elect to contribute, in whole percentages between 1% and 50% of such employee’s cash compensation, provided no employee’s elective contribution shall exceed the amount permitted under Section 402(g) of the Code ($17,500 for 2014, $17,500 for 2013 and $17,000 for 2012). In 2014, participants over the age of 50 could contribute an additional $5,500.

We may make an annual discretionary matching contribution up to a maximum of 6% of the employee’s annual cash compensation to the 401(k) Plan, subject to the limits specified by Section 402(g) of the Code. In 2014, our annual discretionary matching contribution was 100% up to 3% and 75% for the remaining 3% of the employee’s contribution. Our discretionary matching contributions immediately vest.

Tax Considerations

The Compensation Committee considers the tax impact to the Company when making executive compensation decisions and has a practice of delivering compensation in a tax-efficient manner whenever reasonable. However, the priority of the Compensation Committee is to provide competitive compensation that would serve the objectives of retention, reward and motivation in the best possible mix of the various compensation components in a particular year. Therefore, in certain years some compensation paid to the named executive officers may not be deductible by the Company due to the limitations of Section 162(m) of the Code.

Section 162(m) provides that the amount of compensation that we may deduct each year for our “covered employees”- the CEO and each of the three most highly paid officers (other than our CFO) - is $1 million. Elements of compensation that qualify as “performance-based compensation” are deductible even if in excess of this $1 million limit.

In structuring the compensation programs that apply to the covered employees, we considered the requirements and consequences of Section 162(m) of the Code. We designed several elements of our overall compensation program in the form of performance-based compensation. The performance awards are intended to

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qualify as performance-based compensation and shall therefore be fully tax deductible. Similarly, annual cash incentive bonuses paid pursuant to the Bonus Plan are intended to qualify as performance-based compensation.

In addition to annual cash incentive bonuses and performance awards, the Company has also granted, and may continue to grant, service-based restricted stock awards to covered employees that are not intended to be performance-based compensation and will count against the $1 million compensation deduction limit. In 2014, Messrs. Warner, Copple and Fernandes recognized compensation in excess of $1 million upon vesting of restricted stock granted in 2010, 2012 and 2013 (which was only for Mr. Warner), that was not performance-based and, in part, is not deductible by the Company under Section 162(m) of the Code.

While the Compensation Committee has taken into account the potential application of Section 162(m) of the Code on compensation decisions and the Company generally seeks to ensure the deductibility of the incentive compensation paid to the covered employees, the Compensation Committee intends to retain the flexibility necessary to continue the competitive pay practices of the Company. Therefore, not all incentive compensation awards may be fully deductible by the Company. In addition, there may be ambiguities regarding how the conditions to qualify as “performance-based” compensation will be interpreted and administered under the income tax regulations, so that amounts that the Company intends or expects to qualify as deductible may not so qualify. Accordingly, there is no certainty that all elements of compensation discussed in this proxy statement will in fact be deductible.

Compensation Risk Assessment

The Compensation Committee reviews and approves the design, goals and payouts under the Bonus Plan and the Restated Incentive Plan. The Compensation Committee monitors whether the Company’s compensation programs for executives and employees encourage unnecessary or excessive risk taking. Upon such consideration the Compensation Committee has concluded that the Company’s compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. Below are some of the highlights of the Company’s compensation program which mitigate risks associated with compensation:

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Key Governance Features of Executive Compensation

The Board believes in strong governance with regards to our executive compensation program. As such, the Board has adopted certain governance measure to ensure good governance of executive compensation. The compensation related governance principles are as follows:

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Compensation Committee Report

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 2014 Form 10-K, and the Board has approved the recommendation.

Respectfully submitted,

Peter R. Ezersky (Chair)

Vahe A. Dombalagian

Carlos M. Sepulveda

Donald G. Soderquist

Nina Vaca

Securities Authorized for Issuance Under Equity Compensation Plans

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Summary Compensation Table for 2014

The following table sets forth summary information concerning the total compensation earned by our named executive officers for each of the last three completed fiscal years. Mr. Gamble joined the Company in August 2014. Therefore, his compensation is for the period August 27, 2014 through December 31, 2014.

The annual base salary amounts for Messrs. Warner and Copple include the base salaries effective January 1 – January 20 and January 21 – December 31. Mr. Warner’s annual base salary for the two periods were $728,210 and $800,000 respectively. Mr. Copple’s annual base salary for the two periods were $520,150 and $600,000 respectively. Mr. Gamble’s annualized base salary for 2014 was $450,000.

The equity awards granted were restricted stock and performance awards (in the form of restricted stock units). However, the reported amount for Mr. Gamble represents the grant date fair value of only restricted stock. Mr. Mitchell was not awarded any equity due to his substantial equity ownership in the Company.

The grant date fair values were calculated based upon the closing price of Common Stock on March 26, 2014 of $28.54, March 28, 2013 of $29.44 and March 8, 2012 of $21.63 per share for Messrs. Warner, Copple and Fernandes and August 27, 2014 of $35.49 for Mr. Gamble.

For purposes of the Summary Compensation Table for 2014, the target level of payment was assumed as the most probable outcome for the performance awards. However, as required by the rules of the SEC, the table

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below provides the grant date fair values of the performance awards (in the form of restricted stock units) at the maximum level of payment:

The terms of the restricted stock and performance awards are discussed in more detail under Design of the Executive Compensation Program – Equity Incentive Compensation beginning on page 51 and the footnote disclosures to the Grants of Plan-Based Awards in 2014 table. See Mix of Compensation Elements beginning on page 41 for the percentage of total compensation for the 2014 fiscal year paid as equity compensation to each named executive officer.

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For a narrative description of the amounts reported in the Summary Compensation Table for 2014, see Design of the Executive Compensation Program beginning on page 48 for a discussion of the various elements of compensation, the material terms of equity awards, including a general description of the formula or criteria to be applied in determining the amounts payable, the vesting schedule and whether the equity granted shall receive dividends, Grants of Plan-Based Awards in 2014 table for details of the 2014 Grant and Summary of Employment Agreements with Our Named Executive Officers beginning on page 65 for a discussion of the material terms of each named executive officer’s employment agreement.

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Grants of Plan-Based Awards in 2014

The following table specifies the grants of awards made under the Restated Incentive Plan and the Bonus Plan to the named executive officers during and with respect to the 2014 fiscal year.

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