8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 4, 2015

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, Suite 500, 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On June 4, 2015, the board of directors (the “Board”) of Cinemark Holdings, Inc. (the “Company”, “we” or “our”) elected Mr. Mark Zoradi to the Board.

Mr. Zoradi was elected to be a Class II director to fill the vacancy created by the departure of Mr. Peter Ezersky.

The Board has named Mr. Zoradi as a member of the Audit Committee and the New Ventures Committee of the Board.

As a non-employee director, Mr. Zoradi shall be compensated according to our compensation policy for non-employee directors. Pursuant to that policy he will receive a base retainer of $60,000, additional retainers of $10,000 and $5,000 for serving as a member of the Audit Committee and the New Ventures Committee respectively, and an annual grant of restricted shares of the Company’s common stock valued at $110,000. The number of restricted shares to be issued is determined by dividing $110,000 by the fair market value of a share of common stock on the grant date (June 15), rounded down to the nearest whole share. The initial award and each annual award generally vest on the first anniversary of the grant date, subject to continued service to the Company through the vesting dates.

We issued a press release dated June 4, 2015, announcing the appointment of Mr. Zoradi to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8K.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) On June 4, 2015, we held our 2015 annual meeting of stockholders (the “Annual Meeting”).

(b) There were three matters submitted to stockholders at the Annual Meeting.

1. To elect two Class II directors to serve for three years on our board of directors;

2. To approve and ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015; and

3. To hold an advisory vote on executive compensation.

The items are described in greater detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 24, 2015.

The final voting results were as follows:

Item 1: Election of Directors

Stockholders elected both Class II director nominees. The votes for the nominees were cast as follows:

Nominee	For	Withheld	Broker Non- Votes
Carlos M. Sepulveda	101,122,486	1,551,011	6,419,283
Tim Warner	102,226,463	447,034	6,419,283

Item 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015. The votes were cast as follows:

For	Against	Abstain
108,674,456	348,351	69,973

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Item 3: Advisory Vote on Executive Compensation

Stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for the fiscal year ending December 31, 2014 as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion. The advisory votes were cast as follows:

For	Against	Abstain	Broker Non-Votes
97,611,998	4,973,788	87,711	6,419,283

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release dated June 4, 2015.

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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

Date: June 5, 2015

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EX-99.1

Exhibit 99.1

PROMINENT ENTERTAINMENT INDUSTRY EXECUTIVE JOINS CINEMARK BOARD

Plano, TX, June 4, 2015 – Cinemark Holdings, Inc. (NYSE: CNK), a leading motion picture exhibitor, announced today that Mark Zoradi has been elected to the Board of Cinemark Holdings, Inc., effective June 4, 2015. Mr. Zoradi was elected to fill the vacancy created by the departure of Mr. Peter Ezersky and shall serve the remainder of Mr. Ezersky’s term as a member of the Class II directors.

“We are pleased that Mark has joined the Cinemark Board,” said Lee Roy Mitchell, Chairman of the Board at Cinemark. “Mark will be a strong addition to the Board and his experience in the entertainment industry will be a great asset to the Company.”

Mr. Zoradi, 61, was until January 2015, the Chief Operating Officer of Dreamworks Animation SKG, Inc., the well-known animation studio. From January 2011 until July 2014, Mr. Zoradi was the President and Chief Operating Officer of Dick Cook Studios, a new media and entertainment start up company. Prior to that, Mr. Zoradi worked at The Walt Disney Company, most recently serving as the President of Walt Disney Studios Motion Picture Group. During his 30-year tenure with Disney, Mr. Zoradi served in a variety of positions of increasing responsibility, including as the General Manager of Buena Vista Television and President of Buena Vista International with responsibility for the international theatrical and home entertainment marketing and distribution of Disney, Touchstone and Pixar films.

About Cinemark Holdings, Inc.

Cinemark is a leading domestic and international motion picture exhibitor, operating 497 theatres with 5,687 screens in 41 U.S. states, Brazil, Argentina and 11 other Latin American countries as of March 31, 2015. For more information go to investors.cinemark.com.

Financial Contact:

Chanda Brashears – 972-665-1671 or cbrashears@cinemark.com

Media Contact:

James Meredith – 972-665-1060 or jmeredith@cinemark.com

Forward-looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The “forward-looking statements” include our current expectations, assumptions, estimates and projections about our business and our industry. They include statements relating to future revenues, expenses and profitability, the future development and expected growth of our business, projected capital expenditures, attendance at movies generally or in any of the markets in which we operate, the number or diversity of popular movies released and our ability to successfully license and exhibit popular films, national and international growth in our industry, competition from other exhibitors and alternative forms of entertainment and determinations in lawsuits in which we are defendants. You can identify forward-looking statements by the use of words such as “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions which are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. In evaluating forward-looking statements, you should carefully consider the risks and uncertainties described in the “Risk Factors” section or other sections in the Company’s Annual Report on Form 10-K filed February 27, 2015 and quarterly reports on Form 10-Q. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this press release reflect our view only as of the date of this press release. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.