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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): May 12, 2011
Cinemark Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-33401
(Commission
File Number)
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20-5490327
(IRS Employer
Identification No.) |
3900 Dallas Parkway, Suite 500, Plano, Texas 75093
(Address of Principal Executive Offices) (Zip Code)
Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) |
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On May 12, 2011, Cinemark Holdings, Inc. (the Company) held its 2011 annual meeting of
stockholders (the Annual Meeting). |
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(b) |
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There were four items submitted to stockholders at the Annual Meeting. |
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1. |
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To elect four Class I directors to serve for three years on our Board of
Directors; |
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2. |
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To approve and ratify the appointment of Deloitte & Touche, LLP as our
independent registered public accountant for the fiscal year ending December 31,
2011; |
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3. |
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To hold an advisory vote on executive compensation; and |
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4. |
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To hold an advisory vote on frequency of vote on executive compensation;
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The items are described in greater detail in the Companys definitive proxy
statement for the Annual Meeting as filed with the Securities and Exchange
Commission on March 29, 2011.
The final voting results were as follows:
Item 1: Election of Directors
All nominees proposed for the Class of 2014 were elected. Stockholders cast votes for these
nominees as follows:
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Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Steven P. Rosenberg |
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97,772,154 |
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378,043 |
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9,181,955 |
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Enrique F. Senior |
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97,773,075 |
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377,122 |
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9,181,955 |
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Donald G. Soderquist |
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97,768,544 |
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381,653 |
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9,181,955 |
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Roger T. Staubach |
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97,479,623 |
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670,574 |
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9,181,955 |
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Item 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
This item gave stockholders the opportunity to vote to ratify the appointment of Deloitte &
Touche, LLP as our independent registered public accounting firm for 2011. Stockholders cast votes
for the ratification as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Ratification of the
Appointment of
Independent
Registered Public
Accounting Firm |
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107,038,683 |
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55,264 |
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238,205 |
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Item 3: Advisory Vote on Executive Compensation
The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of the
Companys named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including
the compensation discussion and analysis, compensation tables and narrative discussion.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Advisory Vote on
Executive
Compensation |
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90,480,792 |
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677,593 |
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6,991,812 |
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9,181,955 |
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Item 4: Advisory Vote on Frequency of Vote on Executive Compensation
The selection, on a non-binding, advisory basis, of the frequency of future stockholder votes on
the compensation of the Companys named executive officers.
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
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Frequency of
Advisory Vote on
Executive
Compensation |
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86,892,500 |
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802,654 |
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3,486,640 |
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6,968,403 |
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9,181,955 |
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Based on
the results of the advisory vote on Item 4, the Companys
Board of Directors at its
meeting on May 12, 2011, determined that the Company will hold, on a non-binding, advisory basis an
annual vote on the compensation of named executive officers.
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SIGNATURE
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.
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CINEMARK HOLDINGS, INC.
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By: |
/s/ Michael D. Cavalier
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Name: |
Michael D. Cavalier |
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Title: |
Senior Vice President - General Counsel |
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Date: May 17, 2011
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