Form 8-K

NATIONAL CINEMEDIA, INC.

Dated: January 17, 2012

/s/ Ralph E. Hardy

Ralph E. Hardy

Executive Vice President, General Counsel

and Secretary

0001193125-12-013797.txt : 20120117 0001193125-12-013797.hdr.sgml : 20120116 20120117160912 ACCESSION NUMBER: 0001193125-12-013797 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120112 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120117 DATE AS OF CHANGE: 20120117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: National CineMedia, Inc. CENTRAL INDEX KEY: 0001377630 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 205665602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33296 FILM NUMBER: 12529733 BUSINESS ADDRESS: STREET 1: 9110 E. NICHOLS AVE. STREET 2: SUITE 200 CITY: CENTENNIAL STATE: CO ZIP: 80112 BUSINESS PHONE: (303) 792-3600 MAIL ADDRESS: STREET 1: 9110 E. NICHOLS AVE. STREET 2: SUITE 200 CITY: CENTENNIAL STATE: CO ZIP: 80112 8-K 1 d284305d8k.htm FORM 8-K Form 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): January 12, 2012

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.

2012 Stock Option and Restricted Stock Awards to Executive Officers

The Compensation Committee of the Company’s Board granted stock options and performance-based restricted stock awards to each of the Company’s executive officers effective January 12, 2012, as described in greater detail below.

The following table shows the maximum number of shares granted to each of our executive officers for these awards:


							2012		2011
Name and Position	Number of Shares of 3-Year Vest Restricted Stock (1)		Number of Shares of 2-Year Vest Restricted Stock (2)		Number of Stock Options (3)		Total Number of Shares		Total Number of Shares (4)
Kurt C. Hall
President, Chief Executive Officer and Chairman		73,502		49,001		73,502		196,005		294,008
Clifford E. Marks
President of Sales and Marketing		59,064		39,376		59,064		157,504		236,256
Gary W. Ferrera
Executive Vice President and Chief Financial Officer		29,602		18,501		29,602		77,705		111,007
Ralph E. Hardy
Executive Vice President and General Counsel		19,122		12,748		19,122		50,992		76,489
Earl B. Weihe
Executive Vice President and Chief Operations Officer		17,012		11,341		17,012		45,365		68,045

Executive Officers as a Group		198,302		130,967		198,302		527,571		785,805

(1)

Includes the maximum number of shares that will vest if actual cumulative Free Cash Flow equals 100% of the three-year cumulative Free Cash Flow target. If actual Free Cash Flow exceeds 100% of the Free Cash Flow target (up to 110% of Free Cash Flow), the number of shares will be increased ratably as set forth below for actual Free Cash Flow performance versus the target. As such, Mr. Hall could receive up to 36,751 additional shares; Mr. Marks could receive up to 29,532 additional shares; Mr. Ferrera could receive up to 14,801 additional shares; Mr. Hardy could receive up to 9,561 additional shares and Mr. Weihe could receive up to 8,506 additional shares for a total up to 99,151 additional shares to the Executive Officers as a Group.

The restricted stock awards are scheduled to vest based upon achievement of at least 90% of the actual cumulative Free Cash Flow target at the end of the three-year measurement period. The restricted stock awards include the right to receive dividend equivalents,

subject to vesting. Below is a summary of how the number of vested shares of restricted stock will be determined based on the level of achievement of actual cumulative Free Cash Flow.


Award Vesting %		Free Cash Flow Target Actual%
100%		100%
50%		90%
None		<90%

If actual cumulative Free Cash Flow is between 90% and 100% of the target, the award will vest proportionately. If actual cumulative Free Cash Flow exceeds 100% of the Free Cash Flow target for the measurement period, the participant will receive an additional grant of shares of restricted stock that will vest 60 days following the last day of the measurement period. The number of additional shares of restricted stock will be determined by interpolation, but will not exceed 50% of the number of shares of restricted stock that vest as set forth above up to 110% of the targeted cumulative Free Cash Flow.

(2)

Includes the maximum number of shares that will vest if actual cumulative Free Cash Flow equals 100% of the two-year cumulative Free Cash Flow target. If actual Free Cash Flow exceeds 100% of the Free Cash Flow target (up to 110% of Free Cash Flow), the number of shares will be increased ratably as set forth below for actual Free Cash Flow performance versus the target. As such, Mr. Hall could receive up to 24,500 additional shares; Mr. Marks could receive up to 19,688 additional shares; Mr. Ferrera could receive up to 9,251 additional shares; Mr. Hardy could receive up to 6,374 additional shares and Mr. Weihe could receive up to 5,671 additional shares for a total up to 65,484 additional shares to the Executive Officers as a Group.

The restricted stock awards are scheduled to vest based upon achievement of at least 90% of the actual cumulative Free Cash Flow target at the end of the two-year measurement period. The restricted stock awards include the right to receive dividend equivalents, subject to vesting. Below is a summary of how the number of vested shares of restricted stock will be determined based on the level of achievement of actual cumulative Free Cash Flow.


Award Vesting %		Free Cash Flow Target Actual%
100%		100%
50%		90%
None		<90%

measurement period. The number of additional shares of restricted stock will be determined by interpolation, but will not exceed 50% of the number of shares of restricted stock that vest as set forth above up to 110% of the targeted cumulative Free Cash Flow.

The potential shares that would otherwise vest at the end of this two-year measurement period as described above will be reduced by the amount of vested shares from the January 11, 2011 restricted stock grant, if any. The Executive Officers were granted a total of 196,451 shares of restricted stock on January 11, 2011, of which 73,502 were to Mr. Hall; 59,064 to Mr. Marks; 27,752 to Mr. Ferrera; 19,122 to Mr. Hardy and 17,011 to Mr. Weihe.

3)	The stock options are scheduled to vest 33.33% each year over the next three years, subject to continuous service. The stock options have a 10-year term and an exercise price of $13.14, the closing price of the Company’s common stock on January 12, 2012, the date of approval of the grants.

4)	Refer to the Current Report on Form 8-K filed on January 19, 2011 for additional information regarding these grants.

Upon vesting of the restricted stock and exercise of the options described above, National CineMedia, LLC will issue common membership units to the Company equal to the number of shares of the Company’s common stock represented by such restricted stock and options.

2012 Base Salaries for Executive Officers

The Compensation Committee approved the following 2012 base salaries effective January 12, 2012:


	2012 Base Salary		2011 Base Salary		Percentage Increase
Name and Position	(in thousands)				Percentage Increase
Kurt C. Hall
President, Chief Executive Officer and Chairman	$	765.1	$	750.1		2	%
Clifford E. Marks
President of Sales and Marketing	$	737.8	$	723.3		2	%
Gary W. Ferrera
Executive Vice President and Chief Financial Officer	$	371.4	$	364.1		2	%
Ralph E. Hardy
Executive Vice President and General Counsel	$	286.6	$	281.0		2	%
Earl B. Weihe
Executive Vice President and Chief Operations Officer	$	255.0	$	250.0		2	%

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.