UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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)) |
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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). | |
2
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
3
Document and Entity Information |
May 18, 2023 |
|---|---|
| Cover [Abstract] | |
| Local Phone Number | 665-1000 |
| Amendment Flag | false |
| Entity Central Index Key | 0001385280 |
| Document Type | 8-K |
| Document Period End Date | May 18, 2023 |
| Entity Registrant Name | CINEMARK HOLDINGS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-33401 |
| Entity Tax Identification Number | 20-5490327 |
| Entity Address, Address Line One | 3900 Dallas Parkway |
| Entity Address, City or Town | Plano |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 75093 |
| City Area Code | 972 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.001 per share |
| Trading Symbol | CNK |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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