665-1000 false 0001385280 0001385280 2023-05-18 2023-05-18

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2023

 

 

CINEMARK HOLDINGS, INC.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-33401   20-5490327

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3900 Dallas Parkway, Plano, Texas 75093

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 972. 665.1000

N/A

(Former name or former address, if changed since last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   CNK   NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.07

Submission of Matters to a Vote of Security Holders

 

(a)

On May 18, 2023, we held our Annual Meeting of Stockholders.

 

(b)

Stockholders voted on the matters set forth below.

 

1.

The nominees for election to the Company’s Board of Directors set forth in Item 1 to the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on April 6, 2023, were elected to hold office until the Company’s 2026 annual meeting of stockholders, based upon the following votes:

 

Nominee    For    Withhold    Broker Non Vote

Nancy Loewe

   80,448,719    5,252,514    9,312,751

Steven Rosenberg

   76,368,830    9,332,403    9,312,751

Enrique Senior

   83,839,481    1,861,752    9,312,751

Nina Vaca

   80,026,925    5,674,308    9,312,751

 

2.

The proposal to approve, on an advisory basis, the 2022 compensation of the Company’s Named Executive Officers was approved based on the following votes:

 

For

     81,624,174  

Against

     4,004,186  

Abstain

     72, 873  

Broker Non Vote

     9,312,751  

 

3.

The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was approved based upon the following votes:

 

For

     92,708,253  

Against

     2,206,140  

Abstain

     99,591  

 

4.

The proposal on the advisory vote on the frequency of vote on our executive compensation program received the following votes:

 

For 1 year

     84,787,369  

For 2 years

     28,755  

For 3 years

     340,881  

Abstain

     544,228  

 

Item 9.01

Financial Statements and Exhibits.

(d)     Exhibits

 

Exhibit No.

  

Exhibit Description

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CINEMARK HOLDINGS, INC.
By:  

/s/ Michael D. Cavalier

Name:   Michael D. Cavalier
Title:   Executive Vice President – General Counsel & Business Affairs

Date: May 19, 2023

 

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