Edgar Filing: National CineMedia, Inc.

NATIONAL CINEMEDIA, INC.

Dated: May 11, 2015

/s/ Ralph E. Hardy

Ralph E. Hardy

Executive Vice President, General Counsel and Secretary

8-K

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 11, 2015 (May 8, 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 240.14d-2(b))

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

Item 2.02

Results of Operations and Financial Condition

On May 11, 2015, National CineMedia, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal first quarter ended April 2, 2015. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.07

Submission of Matters to a Vote of Security Holders.

An Annual Meeting of the stockholders of the Company was held on May 8, 2015. The matters that were voted upon at the Company’s Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below. Each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting was approved.

Proposal #1 Election of Class II Directors


Name	For		Withhold		Broker Non-Votes
David R. Haas		52,676,886		1,364,659		1,775,695
Stephen L. Lanning		52,274,880		1,766,645		1,775,695
Thomas F. Lesinski		52,637,028		1,404,497		1,775,695
Paula Williams Madison		52,293,969		1,747,556		1,775,695

Proposal #2 Advisory Approval of the Company’s Executive Compensation


For	Against	Abstentions	Broker Non-Votes
52,987,852	517,784	535,889	1,775,695

Proposal #3 Ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the 2015 fiscal year ending December 31, 2015


For	Against	Abstentions	Broker Non-Votes
54,692,539	575,942	548,739	—

The following directors’ terms continued after the Annual Meeting of Stockholders:

Class I directors – Kurt Hall, Lawrence Goodman and Scott Schneider

Class III directors – Peter B. Brandow, Lee Roy Mitchell and Craig R. Ramsey

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.		Description

99.1		Press Release of National CineMedia, Inc. dated May 11, 2015.

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.