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):

March 26, 2007

Carmike Cinemas, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-14993	58-1469127
(State or Other	(Commission	(IRS Employer
Jurisdiction	File Number)	Identification Number)
of Incorporation)

1301 First Avenue, Columbus, Georgia	31901
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (706) 576-3400

Not applicable

(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:

¨ 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.

(e) 2007 Base Salaries and 2007 Bonus Targets for Named Executive Officers

On March 26, 2007, the Compensation and Nominating Committee (the “Committee”) of Carmike Cinemas, Inc. (the “Company”), in consultation with the Company’s Chief Executive Officer (other than with respect to the Chief Executive Officer’s own compensation), finalized and approved the 2007 base salaries and the financial and operating goals related to the 2007 cash bonus targets for the Company’s named executive officers.

In particular, the Committee finalized and approved the 2007 base salaries for the named executive officers which, other than with respect to the Chief Executive Officer, are not set forth in written agreements. Base salaries are generally subjective, but the factors considered by the Committee and the Chief Executive Officer included an assessment of competitive market practices, individual performance over time and each individual’s role and responsibilities in the Company. The amounts of the base salaries, effective April 1, 2007, for the named executive officers are set forth in Exhibit 10.1, which is attached hereto and incorporated herein by reference.

The Committee also finalized and approved financial and operating goals related to the 2007 cash bonus targets for the Company’s named executive officers. The financial goals are related to the achievement of specified levels of bonus EBITDA, and the operating goals relate to the achievement of certain non-financial objectives, including (i) Sarbanes-Oxley Section 404 goals; (ii) financial reporting matters; (iii) digital cinema installation and alternative entertainment implementation; (iv) capital expenditure goals; and (v) achievement of various cost control measures. The amounts of the total 2007 cash bonus targets for the named executive officers are set forth in Exhibit 10.2, which is attached hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1     2007 Base Salaries for the Named Executive Officers

Exhibit 10.2     2007 Cash Bonus Targets for the Named Executive Officers

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARMIKE CINEMAS, INC.
Date: March 29, 2007	By:	/s/ Lee Champion
		Lee Champion Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 10.1	2007 Base Salaries for the Named Executive Officers
Exhibit 10.2	2007 Cash Bonus Targets for the Named Executive Officers

EX-10.1

Exhibit 10.1

CARMIKE CINEMAS, INC.

2007 BASE SALARIES FOR THE NAMED EXECUTIVE OFFICERS

Named Executive Officer	2007 Base Salary
Michael W. Patrick         President, Chief Executive Officer and Chairman of the Board of Directors	$	850,000	(1)
Fred W. Van Noy         Senior Vice President and Chief Operating Officer	$	350,000
Richard B. Hare         Senior Vice President – Finance, Treasurer and Chief Financial Officer	$	316,250
Lee Champion         Senior Vice President, General Counsel and Secretary	$	316,250
Anthony J. Rhead         Senior Vice President – Entertainment and Digital	$	225,000

(1) Mr. Patrick’s base salary is set pursuant to the terms of his employment agreement with the Company effective as of January 31, 2002.

EX-10.2

Exhibit 10.2

CARMIKE CINEMAS, INC.

2007 CASH BONUS TARGETS FOR THE NAMED EXECUTIVE OFFICERS

Named Executive Officer	2007 Bonus Target (1)
Michael W. Patrick         President, Chief Executive Officer and Chairman of the Board of Directors	$	425,000	(2)
Fred W. Van Noy         Senior Vice President and Chief Operating Officer	$	150,000
Richard B. Hare         Senior Vice President – Finance, Treasurer and Chief Financial Officer	$	150,000
Lee Champion         Senior Vice President, General Counsel and Secretary	$	100,000
Anthony J. Rhead         Senior Vice President – Entertainment and Digital	$	125,000

(1) A portion of the bonus target is tied to the achievement of specified levels of bonus EBITDA; and a portion of the bonus target is tied to non-financial objectives. Depending on actual performance, the actual bonus may be more or less than the target amount.

(2) Mr. Patrick’s bonus target is set pursuant to the terms of his employment agreement with the Company effective as of January 31, 2002.