UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 27, 2023, the board of directors of Cinemark Holdings, Inc. (the “Company”) adopted the Company’s Second Amended and Restated By-Laws, effective as of such date of adoption.
The Second Amended and Restated By-Laws amended and restated the Company’s prior by-laws primarily to address stockholder proposals and the universal proxy rules adopted by the Securities and Exchange Commission and include, among other things, the following changes:
| • | added certain updated procedures in connection with stockholder proposals to be brought before an annual meeting of stockholders, including certain additional information requirements with respect to the stockholder making the proposal; |
| • | added certain updated procedures in connection with stockholder nominations of directors, including certain additional information requirements with respect to nominating stockholders, their proposed nominees and other persons related to a stockholder’s solicitation of proxies; |
| • | added a requirement for a nominating stockholder to comply in all respects with the requirements of Regulation 14A, including, without limitation, Rule 14a-19 under the Securities Exchange Act of 1934, as amended; and |
| • | added a requirement that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white. |
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated By-Laws, attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Exhibit Description | |
| 3.1 | Second Amended and Restated By-Laws of Cinemark Holdings, Inc. dated March 27, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CINEMARK HOLDINGS, INC. | ||||||
| Date: March 27, 2023 | By: | /s/ Michael D. Cavalier | ||||
| Name: | Michael D. Cavalier | |||||
| Title: | Executive Vice President – General Counsel and Business Affairs & Secretary | |||||