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): April 15, 2015 (April 9, 2015)
National CineMedia, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33296 | 20-5665602 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405
(Address of principal executive offices, including zip code)
(303) 792-3600
(Registrant’s telephone number, including area code)
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 210.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 9, 2015, Amy E. Miles resigned from the board of directors of National CineMedia, Inc. (the “Company”), effective April 14, 2015. On April 14, 2015, Peter B. Brandow was appointed to the board of directors of the Company to replace Ms. Miles. Mr. Brandow, the Executive Vice President, General Counsel and Secretary of Regal Entertainment Group was designated to the board of directors by Regal CineMedia Holdings, LLC and its affiliates (“Regal”) pursuant to the Director Designation Agreement, dated as of February 13, 2007, between the Company and its founding members, Cinemark Media, Inc. and its affiliates, American Multi-Cinema Inc. and its affiliates and Regal (the “Director Designation Agreement”). The Director Designation Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
The Company issued a press release announcing Mr. Brandow’s appointment as a director on April 15, 2015. A copy of the press release is furnished as Exhibit 99.1 to this report.
Also on April 14, 2015, the Company entered into an Indemnification Agreement with Mr. Brandow, in substantially similar form to the indemnification agreements entered into by the Company with its other directors and officers. The Indemnification Agreement requires the Company to indemnify Mr. Brandow against liabilities that may arise by reason of his status or service as a director. It also requires the Company to advance any expenses incurred by Mr. Brandow as a result of any proceeding against him as to which he could be indemnified and to obtain directors’ and officers’ insurance, if available on reasonable terms.
A form of the Indemnification Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
|
Exhibit |
Reference |
Description | |||
| 10.1 | (1) | Director Designation Agreement. | ||||
| 10.2 | (2) | Form of Indemnification Agreement. | ||||
| 99.1 | Press Release of National CineMedia, Inc. dated April 15, 2015. | |||||
| (1) | Incorporated by reference to Exhibit 10.10 from the Registrant’s Current Report on Form 8-K (File No. 001-33296) filed on February 16, 2007. |
| (2) | Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File No. 001-33296) filed on February 13, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NATIONAL CINEMEDIA, INC. | ||||
| Dated: April 15, 2015 | By: | /s/ Ralph E. Hardy | ||
| Ralph E. Hardy Executive Vice President, General Counsel and Secretary | ||||
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