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Share Name | Share Symbol | Market | Type |
---|---|---|---|
National CineMedia Inc | NASDAQ:NCMI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.12 | 2.18% | 5.62 | 5.51 | 5.78 | 5.90 | 5.51 | 5.54 | 1,037,544 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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To elect the eight nominees named in the accompanying proxy statement, each to serve a one-year term and until their respective successors are duly elected or qualified;
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To approve, on an advisory basis, our executive compensation;
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To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 26, 2019; and
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To transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.
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Centennial, Colorado
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Sarah Kinnick Hilty
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March 14, 2019
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Senior Vice President, General Counsel and Secretary
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PROXY SUMMARY (CONTINUED)
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CORPORATE GOVERNANCE HIGHLIGHTS
NCM demands integrity and is committed to upholding high ethical standards. Our strong corporate governance practices support this commitment and provide a framework within which our Board of Directors and management can pursue the strategic objectives of the Company and ensure long-term growth for the benefit of our stockholders. Highlights of our corporate governance practices are summarized below.
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Accountability:
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Following declassification of our Board of Directors in 2018, all directors now stand for election annually.
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Directors are elected by a plurality of votes cast, subject to our director resignation policy. If a director who is not designated pursuant to contractual rights is elected by a plurality of votes cast but fails to receive a majority of votes cast, the director must tender his or her resignation to the Board for its consideration.
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All directors are subject to anti-pledging and anti-hedging provisions under our Insider Trading Policy.
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Independence:
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5 of 8 director nominees are independent with all of the non-independent directors serving as designees of our largest stockholder or founding members.
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Board committees are comprised solely of independent directors.
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Independent directors regularly meet in private without management.
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Board Practices:
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In fiscal 2018, no director nominee attended fewer than 75% of the meetings of our Board of Directors, or meetings of any Board committee on which he or she served.
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Board of Directors and each Board committee conducts an annual self-assessment.
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Continuing education budget is provided for each director.
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Leadership Structure:
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Separate Chairman and Chief Executive Officer leadership structure to maintain independence between Board oversight and operating decisions of the Company.
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Stock Ownership Requirements:
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Executive and director stock ownership requirements must be met within five years of appointment, as follows:
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CEO: Lesser of three times base salary or 140,000 shares.
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President and Executive Vice Presidents: Lesser of base salary or 20,000 shares.
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Non-employee directors: Lesser of three times annual Board cash retainer or 8,000 shares.
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As of March 4, 2019, all executive officers and directors meeting the tenure requirement were in compliance with the share ownership guidelines.
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Key Corporate Governance Changes:
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In July 2018, Scott N. Schneider resigned as Non-Employee Chairman of the Board of Directors after serving as a director for over 11 years. Thomas F. Lesinski, an independent director, was appointed Chairman in August 2018.
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Also in July 2018, we declassified our Board of Directors following stockholder approval at our 2018 Annual Meeting of Stockholders. All of our directors now stand for election annually.
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In January 2019, our Board of Directors adopted a director resignation policy, requiring directors who are not designated pursuant to contractual rights to tender their resignations for consideration by the Board if they receive a plurality of votes cast but fail to receive a majority of votes cast.
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Also in January 2019, the Board of Directors accelerated Standard General L.P.'s second director nominee pursuant to the letter agreement entered into on June 1, 2018
and unanimously elected Kurt C. Hall to the Board of Directors.
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Q:
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Why am I receiving these proxy materials?
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A:
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You received these proxy materials because our Board of Directors is soliciting your proxy to vote your shares at our Annual Meeting. By giving your proxy, you authorize persons selected by the Board to vote your shares at the Annual Meeting in the way that you instruct. All shares represented by valid proxies received before the Annual Meeting will be voted in accordance with the stockholder's specific voting instructions.
We are electronically disseminating our Annual Meeting materials by using the "Notice and Access" method approved by the Securities and Exchange Commission. The Notice of Internet Availability of Proxy Materials contains specific instructions on how to access Annual Meeting materials via the internet as well as how to receive paper copies if preferred. Our proxy materials are also available on the Internet at
www.edocumentview.com/ncmi
. We will hold the Annual Meeting at our offices located at 6300 South Syracuse Way, Suite 300, Centennial, Colorado 80111, on May 2, 2019 at 9:00 a.m., Mountain Time.
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Q:
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What specific proposals will be considered and acted upon at NCM, Inc.’s Annual Meeting?
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A:
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The specific proposals to be considered and acted upon at the Annual Meeting are:
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Proposal No. 1
— To elect eight directors, each to serve a one-year term and until his or her respective successor is duly elected or qualified;
Proposal No. 2
— To approve, on an advisory basis, the compensation of our named executive officers; and
Proposal No. 3
— To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 26, 2019.
Management knows of no other business to be presented for action at the Annual Meeting, other than those items listed in the notice of the Annual Meeting referred to herein. If any other business should properly come before the Annual Meeting, or any adjournments or postponements thereof, it is intended that the proxies will be voted in the discretion of the proxy holders.
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What is included in the proxy materials?
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The proxy materials include the Company’s Notice of Annual Meeting of Stockholders, proxy statement and the Annual Report for the fiscal year ended December 27, 2018, which includes our audited consolidated financial statements.
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Q:
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What do I need to bring with me to attend the Annual Meeting?
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If you are a stockholder of record of shares of our common stock, please bring photo identification with you. If you are a beneficial owner of shares of our common stock held in “street name,” please bring photo identification and the “legal proxy,” which is described below under the question “
If I am a beneficial owner of shares held in ‘street name,’ how do I vote?
”, or other evidence of stock ownership (e.g., most recent account statement) with you. If you do not provide photo identification or if applicable, evidence of stock ownership, you will not be admitted to the Annual Meeting.
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Who can vote at the Annual Meeting?
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Our Board of Directors has fixed the close of business on March 4, 2019 as the record date. We had 78,960,633 shares of our common stock outstanding as of the close of business on the record date, including unvested restricted common stock with voting rights.
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How many votes am I entitled per share of common stock?
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Holders of our common stock are entitled to one vote for each share of common stock held as of the record date.
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What is the difference between holding NCM, Inc.’s shares of common stock as a stockholder of record and a beneficial owner?
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A:
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Most of our stockholders hold their shares of our common stock as a beneficial owner through a broker, bank or other nominee in “street name” rather than directly in their own name. As summarized below, there are some important distinctions between shares held of record and those owned beneficially in “street name.”
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Stockholder of Record
: If your shares of our common stock are registered directly in your name, you are considered the stockholder of record with respect to those shares, and we delivered these proxy materials directly to you. As the stockholder of record, you have the right to vote your shares in person or by proxy at the Annual Meeting.
Beneficial Owner
: If your shares of our common stock are held in an account with a broker, bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and the broker, bank or other nominee holding your shares on your behalf delivered these proxy materials to you. The nominee holding your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares being held by them.
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If I am a stockholder of record of NCM, Inc. shares, how do I vote?
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Voting by Internet
. You can vote through the Internet by following the instructions provided in the proxy card that you received. Go to
www.edocumentview.com/ncmi
, follow the instructions on the screen to log in, make your selections as instructed and vote.
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Voting by Mail
. You can vote by mail by completing, dating, signing and returning the proxy card in the postage-paid envelope (to which no postage need be affixed if mailed in the United States) accompanying the proxy card that you received.
Voting in Person
. If you plan to attend the Annual Meeting and vote in person, we will give you a ballot at the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you also to vote by Internet or mail as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
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If I am a beneficial owner of shares held in “street name,” how do I vote?
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Voting by Internet
. You can vote over the Internet by following the voting instruction card provided to you by your broker, bank, trustee or nominee.
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Voting by Mail.
You can vote by mail by completing, dating, signing and returning the voting instruction form in the postage-paid envelope (to which no postage need be affixed if mailed in the United States) accompanying the voting instruction form that you received.
Voting in Person.
If you plan to attend the Annual Meeting and vote in person, you must obtain a “legal proxy” giving you the right to vote the shares at the Annual Meeting from the broker, bank or other nominee that holds your shares. Even if you plan to attend the Annual Meeting, we recommend that you also vote by Internet or mail as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
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What if I submit a proxy but I do not give specific voting instructions?
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Stockholder of Record
: If you are a stockholder of record of shares of our common stock, and if you indicate when voting through the Internet that you wish to vote as recommended by our Board of Directors, or if you sign and return a proxy without giving specific voting instructions, then the proxy holders designated by our Board of Directors, Clifford Marks and Sarah Hilty, who are officers of the Company, will vote your shares
FOR
the eight director nominees;
FOR
advisory approval of the Company’s executive compensation, and
FOR
the ratification of the selection of Deloitte & Touche LLP as our independent auditors for our 2019 fiscal year, all as recommended by our Board of Directors and as presented in this proxy statement.
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Beneficial Owner
: If you are a beneficial owner of shares of our common stock held in “street name” and do not present the broker, bank or other nominee that holds your shares with specific voting instructions, then the nominee may generally vote your shares on “routine” proposals but cannot vote on your behalf for “non-routine” proposals under the rules of various securities exchanges. If you do not provide specific voting instructions to the nominee that holds your shares with respect to a non-routine proposal, the nominee will not have the authority to vote your shares on that proposal. When a broker indicates on a proxy that it does not have authority to vote shares on a particular proposal, the missing votes are referred to as “broker non-votes.”
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Q:
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Which ballot measures are considered “routine” or “non-routine”?
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A:
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The ratification of the appointment of Deloitte & Touche LLP as our independent auditors for fiscal 2019 (Proposal No. 3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 3. The election of directors (Proposal No. 1) and the advisory approval of the Company’s executive compensation (Proposal No. 2) are matters considered non-routine under applicable rules. A bank, broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal Nos. 1 and 2. A broker non-vote will have no effect on Proposal Nos. 1 and 2.
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What is the quorum requirement for the Annual Meeting?
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A quorum is required for our stockholders to conduct business at the Annual Meeting. A majority of the outstanding shares of our common stock entitled to vote on the record date must be present in person or represented by proxy at the Annual Meeting in order to hold the meeting and conduct business. We will count your shares for purposes of determining whether there is a quorum if you are present in person at the Annual Meeting, if you have voted through the Internet, if you have voted by properly submitting a proxy card, or if the nominee holding your shares submits a proxy card. We will also count broker non-votes for the purpose of determining if there is a quorum.
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What is the voting requirement to approve each of the proposals?
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For Proposal No. 1,
each director will be elected by a plurality of the votes cast. This means that the eight director nominees who receive the greatest number of votes cast by the holders of our common stock entitled to vote at the Annual Meeting will be elected as directors. You are not entitled to cumulate votes in the election of directors and may not vote for a greater number of persons than the number of nominees named.
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Approval of Proposal No. 2
, on an advisory basis, requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote that are present in person or represented by proxy at the Annual Meeting.
Approval of Proposal No. 3
requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote that are present in person or represented by proxy at the Annual Meeting.
The effectiveness of any of the proposals is not conditioned upon the approval by our stockholders of any other proposal by our stockholders.
Standard General L.P. which holds 15.4 million shares or 19.4% of our outstanding common stock, has agreed to vote the shares of our common stock that it beneficially owns in favor of each nominee for director in Proposal No. 1 and in favor of Proposal No. 3 as required by the terms of the letter agreement between the Company and Standard General dated June 1, 2018.
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How are abstentions treated?
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Abstentions will be counted as present for the purposes of determining whether a quorum is present at the Annual Meeting. A vote withheld for a nominee in the election of directors (Proposal No. 1) will have no effect on the election of the director nominee, although if a director who is not designated pursuant to contractual rights is elected by a plurality of votes cast but fails to receive a majority of votes cast, the director must tender his or her resignation to the Board for its consideration. For purposes of determining whether any of the other proposals have received the requisite vote, if a stockholder abstains from voting, it will have the same effect as a vote against such proposal.
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Can I change my vote or revoke my proxy after I have voted?
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Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to us (Attention: Secretary) a written notice of revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in itself constitute a revocation of a proxy.
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Who is paying for the cost of this proxy solicitation?
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A:
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We will pay the cost of soliciting proxies for the Annual Meeting. We have retained Georgeson as our proxy solicitor and we will pay Georgeson approximately $5,500, plus expenses. Proxies may be solicited by our regular employees, without additional compensation, in person or by mail, courier, telephone or facsimile. We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons. We may reimburse such brokerage houses, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.
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Q:
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What are the voting recommendations of our Board of Directors?
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Our Board of Directors recommends a vote
FOR
each of Proposal Nos. 1, 2 and 3. Specifically, our Board of Directors recommends a vote:
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FOR
the election of each of Andrew P. Glaze, Lawrence A. Goodman, David R. Haas, Kurt C. Hall, Thomas F. Lesinski, Lee Roy Mitchell, Mark B. Segall and Renana Teperberg to our Board of Directors;
FOR
the advisory approval of the Company’s executive compensation; and
FOR
the ratification of the selection of Deloitte & Touche LLP as our independent accountants for fiscal year 2019.
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Where can I find the Company’s Annual Report?
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A:
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Our 2018 Annual Report on Form 10-K, including the audited consolidated financial statements as of and for the year ended December 27, 2018, is available to all stockholders entitled to vote at the Annual Meeting together with this proxy statement, in satisfaction of the requirements of the Securities and Exchange Commission (the “SEC”). Additional copies of the Annual Report are available at no charge upon request. To obtain additional copies of the Annual Report, please contact us at 6300 South Syracuse Way, Suite 300, Centennial, Colorado 80111, Attention: Investor Relations, or at telephone number (303) 792-3600 or (800) 844-0935. You may also view the Annual Report at http://www.ncm.com at the Investor Relations link. The Annual Report does not form any part of the materials for the solicitation of proxies.
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What is “householding” and how does it affect me?
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A:
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As permitted by applicable law, we intend to deliver only one copy of certain of our documents, including proxy statements, annual reports and information statements to stockholders residing at the same address, unless such stockholders have notified us of their desire to receive multiple copies thereof. Any such request should be directed to National CineMedia, Inc., 6300 South Syracuse Way, Suite 300, Centennial, Colorado 80111, Attention: Investor Relations, or by telephone at (303) 792-3600 or (800) 844-0935.
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Upon request, we will promptly deliver a separate copy. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their broker.
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Whom should I call if I have questions about the Annual Meeting?
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You should call Georgeson, our proxy solicitor, at (866) 203-9357 or our Secretary at (303) 792-3600.
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Lawrence A. Goodman
Independent Director
Director Since:
2007
Age:
64
Committees:
Compensation
Nominating and Governance
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Mr. Goodman founded White Mountain Media, a media consulting company, in July 2004 and served as its president since inception until 2015. From July 2003 to July 2004, Mr. Goodman was retired. From March 1995 to July 2003, Mr. Goodman was the President of Sales and Marketing for CNN, a division of Turner Broadcasting System, Inc.
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Qualifications:
Mr. Goodman’s extensive background in the media industry allows him to provide media sales and marketing advice to our management and Board. Mr. Goodman brings significant business experience to provide strategies and solutions to resolve the issues addressed by our Board.
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Kurt C. Hall
Director
Director Since:
2019
Age: 59
Committees:
None
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Mr. Hall was appointed President, Chief Executive Officer and Chairman of National CineMedia, LLC in May 2005, and, following the Company’s IPO in 2007, assumed the same positions with National CineMedia Inc. Prior to this, from May 2002 to May 2005, Mr. Hall served as Co-Chairman and Co-Chief Executive Officer of Regal Entertainment Group and President and Chief Executive Officer of its media subsidiary and NCM predecessor, Regal CineMedia Corporation.
Previously, Mr. Hall had served as President and Chief Executive Officer of United Artists Theatre Company from March 1998 to August 2002, and as a Director from May 1992 to August 2002. Prior to this, Mr. Hall served as Chief Operating Officer of United Artists Theatre Company from February 1997 to March 1998, and as Executive Vice President and Chief Financial Officer from May 1992 to March 1998. Mr. Hall had also served as Vice President and Treasurer and in various other financial and accounting positions within United Artists’ predecessor companies since January of 1988.
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Qualifications:
Mr. Hall's extensive background with the Company and our business allows him to provide sales and management advice to our management and Board.
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Lee Roy Mitchell
Director
Director Since:
2006
Age: 82
Committees:
None
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Mr. Mitchell has served as Chairman of the Board of Cinemark Holdings, Inc. since March 1996 and as a director since its inception in 1987. Mr. Mitchell served as Chief Executive Officer of Cinemark Holdings, Inc. from its inception in 1987 until December 2006, Vice Chairman of the Board from March 1996 and was President from inception in 1987 until March 1993.
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Qualifications:
Mr. Mitchell has over four decades of executive leadership experience, including a key role in the theater industry and brings important institutional knowledge to our Board. Mr. Mitchell’s experience enables him to share with our Board suggestions about how similarly situated companies effectively assess and undertake business considerations and opportunities. Since Mr. Mitchell is a Board designee for one of our founding members, he brings to our Board the perspective of a major stakeholder.
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Renana Teperberg
Director
Director Since:
2018
Age: 41
Committees:
None
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Ms. Teperberg has served as Chief Commercial Officer of Cineworld Group plc since 2016, Senior Vice President Commercial from 2014 to 2015, and a member of the Cineworld Group plc Board of Directors since 2018. Prior to that time, she served as Head of Programming and Marketing for Cinema City International from 2002 to 2013. On February 28, 2018, Cineworld Group plc acquired the parent corporation of Regal.
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Qualifications:
Ms. Teperberg has extensive experience in the cinema industry which enables her to share with our Board suggestions about how similarly situated companies effectively assess and undertake business considerations and opportunities. As Ms. Teperberg is a Board designee for one of our founding members, she brings to our Board the perspective of a major stakeholder.
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Director
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Audit
Committee
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Compensation
Committee
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Nominating and
Governance
Committee
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Board of
Directors
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Andrew P. Glaze
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Chair
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Lawrence A. Goodman
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X
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David R. Haas
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Chair
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X
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X
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Kurt C. Hall
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Thomas F. Lesinski
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X
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Chair
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Lee Roy Mitchell
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Mark B. Segall
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Chair
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Renana Teperberg
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X
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(1)
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maintaining the reliability and integrity of our accounting policies, financial reporting practices and financial statements;
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(2)
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the independent auditor’s qualifications and independence;
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(3)
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the performance of our internal audit function and independent auditor; and
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(4)
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confirming compliance with laws and regulations, and the requirements of any stock exchange or quotation system on which our securities may be listed.
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(1)
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to assist our Board in discharging its responsibilities relating to compensation of our CEO and other executives;
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(2)
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to administer our equity incentive plans (other than equity compensation for non-employee directors which is administered by our Board); and
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(3)
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to have overall responsibility for approving and evaluating all of our compensation plans, policies and programs that affect our executive officers.
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(1)
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to identify individuals qualified to become Board members, and to recommend director nominees to our Board;
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(2)
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to oversee the evaluation of our Board; and
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(3)
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to review from time to time the Corporate Governance Guidelines applicable to us and to recommend to our Board such changes as it may deem appropriate.
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(a)
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the highest level of personal and professional ethics, integrity, and values;
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(b)
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expertise that is useful to us and is complementary to the background and expertise of the other members of our Board of Directors;
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(c)
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a willingness and ability to devote the time necessary to carry out the duties and responsibilities of membership on our Board of Directors;
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(d)
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a desire to ensure that our operations and financial reporting are effected in a transparent manner and in compliance with applicable laws, rules, and regulations; and
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(e)
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a dedication to the representation of the best interests of all our stockholders, including our founding members.
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•
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Clifford E. Marks – Interim Chief Executive Officer and President
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•
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Andrew J. England – Former Chief Executive Officer and Director (until November 2, 2018)
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•
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Katherine L. Scherping – Chief Financial Officer
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•
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Scott D. Felenstein – Executive Vice President and Chief Revenue Officer
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•
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Sarah Kinnick Hilty – Senior Vice President, General Counsel and Secretary (since February 12, 2018)
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•
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Ralph E. Hardy – Former Executive Vice President, General Counsel and Secretary (until February 12, 2018)
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(1)
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Refer to “Annual Cash Incentive” below for additional details on the Non-Equity Incentive Plan, Adjusted OIBDA for Compensation Purposes and Adjusted Advertising Revenue, which are non-GAAP measures. See “Definitions of Performance Measures Used in Incentive Plans for Fiscal 2018” below for the definitions of Adjusted OIBDA for Compensation Purposes and Adjusted Advertising Revenue and the reconciliations to the closest GAAP based measurement.
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Fiscal 2016-2018 Performance Measures (in millions)
(1)
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Target
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Actual
|
|
Achievement relative to target
|
2016 PBRS cumulative Free Cash Flow
|
|
$642.0
|
|
$517.7
|
|
80.6% of targeted Free Cash Flow
|
|
(1)
|
Refer to “Long-Term Incentives (LTI)” section below for additional details on the 2016 Equity Plan and Free Cash Flow which is a non-GAAP measure. See “Definitions of Performance Measures Used in Incentive Plans for Fiscal 2018” below for the definitions of Free Cash Flow and the reconciliations to the closest GAAP based measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base
Salary
|
+
|
|
Annual Cash
Incentive
|
+
|
|
Performance-
Based
Restricted Stock (PBRS)
|
+
|
|
Time-Based
Restricted Stock (TBRS)
|
=
|
|
Total Direct Compensation
|
(a)
|
Approximately 62% of Messrs. England and Marks’s combined compensation is performance-based and approximately 74% of their compensation is variable, which represents the performance-based elements and time-based restricted stock.
|
(b)
|
Approximately 47% of all other NEOs’ compensation is performance-based and approximately 64% of their compensation is variable, which represents the performance-based elements and time-based restricted stock.
|
•
|
review the competitiveness of executive cash compensation and equity grant levels compared to a select peer group of companies, using the 50
th
percentile as a reference point for setting compensation;
|
•
|
provide shorter-term cash incentives primarily for achieving specified annual performance objectives;
|
•
|
provide a mix of long-term equity incentives that are performance- and time-based to promote stock price growth, retention and ownership through achievement of long-term financial performance goals; and
|
•
|
establish and monitor appropriate pay and performance relationships.
|
|
|
|
Cumulus Media Inc.
|
|
MSG Networks Inc.
|
Entercom Communications Corp
|
|
The E.W. Scripps Company
|
Entravision Communications Corporation
|
|
TiVo Corporation
|
Emmis Communications Corporation
|
|
Townsquare Media, Inc.
|
Global Eagle Entertainment Inc.
|
|
Urban One, Inc. (formerly Radio One)
|
Gray Television, Inc.
|
|
Salem Media Group, Inc.
|
IMAX Corp.
|
|
WebMD Health Corp.
|
Lee Enterprises, Incorporated
|
|
World Wrestling Entertainment, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
||
Component
|
|
Description
|
|
Purpose
|
Base Salary
|
|
Fixed cash component
|
|
Reward for level of responsibility, experience and sustained individual performance
|
Annual Cash Incentive
|
|
Cash performance bonus based on achievement of pre-determined performance goals
|
|
Reward team achievement against specific objective financial goals
|
Long-Term Incentives
|
|
Equity grants in 2018 consisted of:
•Performance-based restricted shares
•Time-based restricted shares
|
|
Reward for the creation of stockholder value and retain executives for the long-term
|
Other Compensation
|
|
A matching contribution to our defined contribution 401(k) plan and various health, life and disability insurance plans; dividend equivalents accrued on restricted stock and other customary employee benefits.
|
|
Provide an appropriate level of employee benefit plans and programs
|
Potential Payments Upon
Termination or Change in Control
|
|
Contingent in nature. Amounts are payable only if employment is terminated as specified under each employment agreement. Change of control payments require both a change of control and a separation from service. No excise tax gross-ups are provided.
|
|
Provide an appropriate level of payment in the event of a change in control or termination
|
Other Policies
|
|
Stock Ownership Guideline policy
Clawback policy
Insider trading policy, which includes anti-hedging and anti-pledging policies
|
|
Enhance alignment with stockholder interests
|
Name
|
|
2017 Base Salary
|
|
2018 Base Salary
|
|
Percentage Change
|
|
|||||
Clifford E. Marks
|
|
$
|
858,330
|
|
|
$
|
875,497
|
|
|
2.0
|
%
|
|
Andrew J. England
|
|
$
|
875,000
|
|
|
$
|
875,000
|
|
|
—
|
%
|
(1)
|
Katherine L. Scherping
|
|
$
|
408,000
|
|
|
$
|
408,000
|
|
|
—
|
%
|
|
Scott D. Felenstein
|
|
$
|
500,000
|
|
|
$
|
506,667
|
|
|
1.3
|
%
|
|
Sarah Kinnick Hilty
|
|
N/A
|
|
|
$
|
310,000
|
|
|
N/A
|
|
(2)
|
|
Ralph E. Hardy
|
|
$
|
310,271
|
|
|
$
|
310,271
|
|
|
—
|
%
|
(1)
|
|
|
|
|
Percentage of Adjusted OIBDA for Compensation Purposes and Adjusted Advertising Revenue Achieved
|
|
% of Target Bonus
|
Less than 85%
|
|
0%
|
85%
|
|
25%
|
90%
|
|
50%
|
95%
|
|
75%
|
100%
|
|
100%
|
≥105%
|
|
150%
|
Fiscal 2018 Performance Measures (in millions) (1)
|
||||||||||
|
|
Target
|
|
Actual
|
|
Achievement relative to target
|
||||
Adjusted OIBDA for Compensation Purposes
|
|
$
|
180.3
|
|
|
$
|
176.9
|
|
|
98.1% of targeted Adjusted OIBDA for Compensation Purposes
|
Adjusted Advertising Revenue
|
|
$
|
411.9
|
|
|
$
|
406.6
|
|
|
98.7% of targeted Adjusted Advertising Revenue target
|
|
(1)
|
Adjusted OIBDA for Compensation Purposes and Adjusted Advertising Revenue are non-GAAP measures. See “Definitions of Performance Measures Used in Incentive Plans for Fiscal 2018” below for the definitions of Adjusted OIBDA for Compensation Purposes and Adjusted Advertising Revenue and the reconciliations to the closest GAAP basis measurement.
|
|
|
Annual Cash Incentive
|
||||||||||||
|
|
|
|
Adjusted OIBDA for
Compensation Purposes
(50% weighting)
|
|
Adjusted Advertising
Revenue (50% weighting)
|
|
Total
|
|
|
||||
Name
|
|
Target
Award as
a % of
Salary (1)
|
|
Actual
Achievement
as a % of
Target
|
|
Actual
Award as
a % of
Target
|
|
Actual
Achievement
as a % of
Target
|
|
Actual
Award as a
% of
Target
|
|
Actual
Award as a
% of
Target
|
|
Total
Award
Amount
|
Clifford E. Marks
|
|
100.0%
|
|
98.1%
|
|
90.6%
|
|
98.7%
|
|
93.6%
|
|
92.1%
|
|
$806,333
|
Andrew J. England (2)
|
|
84.6%
|
|
98.1%
|
|
90.6%
|
|
98.7%
|
|
93.6%
|
|
92.1%
|
|
$681,891
|
Katherine L. Scherping
|
|
75.0%
|
|
98.1%
|
|
90.6%
|
|
98.7%
|
|
93.6%
|
|
92.1%
|
|
$281,826
|
Scott D. Felenstein
|
|
75.0%
|
|
98.1%
|
|
90.6%
|
|
98.7%
|
|
93.6%
|
|
92.1%
|
|
$349,980
|
Sarah Kinnick Hilty (3)
|
|
50.0%
|
|
100.0%
|
|
100.0%
|
|
100.0%
|
|
100.0%
|
|
100.0%
|
|
$136,740
|
|
(1)
|
Percentage of base salary determined at the end of our 2018 fiscal year (December 27, 2018).
|
(2)
|
Under the terms of his employment agreement, Mr. England 's target award for his annual cash incentive was 100.0% of his annual salary. Upon his separation from service, this target was prorated for the portion of the service period he served as the Company's CEO, or 84.6%.
|
(3)
|
Pursuant to Ms. Hilty’s employment agreement, her annual cash incentive payment was to be paid in full, and prorated for her time of employment during the year.
|
•
|
PBRS: Aligns executives with the long-term financial goals of the Company. PBRS vest based upon the achievement of cumulative 2018-2020 “Free Cash Flow”, as defined within the ‘“Definitions of Performance Measures Used in Incentive Plans for Fiscal 2018” and 2020 “Digital Revenue” goals, as defined below.
|
•
|
TBRS: Promotes retention objectives, stock ownership in the Company, and an alignment of the executives’ interests with stockholders’ interests. TBRS vest ratably over a 3-year period.
|
|
|
2018 Restricted Stock Awards (1)
|
|||||||||||||||||||||||||
|
|
PBRS
|
|
TBRS
|
|
Total
|
|||||||||||||||||||||
Name
|
|
% of
Total
LTI
(2)
|
|
Target
Grant
Date Fair
Value
of Shares
Granted (3)
|
|
Target Number
of Shares
Granted (3)
|
|
% of
Total
LTI
|
|
Grant
Date
Fair
Value
of Shares
Granted
|
|
Number of
Shares
Granted
(4)
|
|
Total
Grant
Date Fair
Value
of Shares
Granted
|
|
Total Number of
Target Shares
Granted
|
|||||||||||
Clifford E. Marks
|
|
60
|
%
|
|
$
|
631,567
|
|
|
95,692
|
|
|
40
|
%
|
|
$
|
421,047
|
|
|
63,795
|
|
|
$
|
1,052,614
|
|
|
159,487
|
|
Andrew J. England
|
|
75
|
%
|
|
$
|
1,125,003
|
|
|
170,455
|
|
|
25
|
%
|
|
$
|
374,999
|
|
|
56,818
|
|
|
$
|
1,500,002
|
|
|
227,273
|
|
Scott D. Felenstein
|
|
50
|
%
|
|
$
|
198,000
|
|
|
30,000
|
|
|
50
|
%
|
|
$
|
198,000
|
|
|
30,000
|
|
|
$
|
396,000
|
|
|
60,000
|
|
Katherine L. Scherping
|
|
60
|
%
|
|
$
|
191,044
|
|
|
28,946
|
|
|
40
|
%
|
|
$
|
127,360
|
|
|
19,297
|
|
|
$
|
318,404
|
|
|
48,243
|
|
Sarah Kinnick Hilty (5)
|
|
18
|
%
|
|
$
|
51,314
|
|
|
7,426
|
|
|
82
|
%
|
|
$
|
230,338
|
|
|
33,334
|
|
|
$
|
281,652
|
|
|
40,760
|
|
|
(1)
|
The performance-based and time-based restricted stock awards include the right to receive dividend equivalents, subject to vesting.
|
(2)
|
Mr. Marks and Ms. Scherping received 60% PBRS and 40% TBRS due to their positions at the time of grant as a Named Executive Officer. Mr. Felenstein received 50% PBRS and 50% TBRS due to his position at the time of grant as an Executive Vice President. Mr. England received 75% PBRS and 25% TBRS due to his position at the time of grant of Chief Executive Officer.
|
(3)
|
Performance-based restricted stock awards vest in March 2021 based on (a) 75% on the achievement of cumulative 2018-2020 “Free Cash Flow” goals and (b) 25% on the achievement of 2020 “Digital Revenue” goals (defined as revenue derived from advertising sold online, through mobile devices and other digital platforms). Reflects the target number of shares that will vest if actual cumulative Free Cash Flow and Digital Revenue equals 100% of the targets. Straight line interpolation is applied to performance between the levels shown.
|
|
|
|
Free Cash Flow -% of Target
|
|
Award Vesting % of Target Shares
|
<85%
|
|
0%
|
85%
|
|
25%
|
90%
|
|
50%
|
95%
|
|
75%
|
100%
|
|
100%
|
≥105%
|
|
150%
|
|
|
|
Digital Revenue -% of Target
|
|
Award Vesting % of Target Shares
|
<36.2%
|
|
0%
|
36.2%
|
|
25%
|
100%
|
|
100%
|
≥163.8%
|
|
200%
|
(4)
|
Vest ratably over a 3-year period.
|
(5)
|
Ms. Hilty received a sign-on grant at her hire date of 11,056 shares of TBRS, based upon a value of $75,000, using a 30-day average stock price, and an annual grant of 7,426 or 25% PBRS and 22,278 or 75% TBRS consistent with her position at the time of grant of Senior Vice President. The value above reflected the value using the stock price at the date of grant.
|
|
|
|
Free Cash Flow -% of Target
|
|
Award Vesting % of Target Shares
|
<80%
|
|
0%
|
80%
|
|
25%
|
95%
|
|
90%
|
100%
|
|
100%
|
≥110%
|
|
150%
|
Performance Measure (in millions)
|
|
Target
|
|
Actual
|
|
Achievement
Relative to
Target
|
|
Vesting
%
|
2016 PBRS cumulative Free Cash Flow (a)
|
|
$642.0
|
|
$517.7
|
|
80.6%
|
|
27.7%
|
|
(a)
|
“Free Cash Flow” is a non-GAAP measure. See “Definitions of Performance Measures Used in Incentive Plans for Fiscal 2018” below for the definition of Free Cash Flow and the reconciliations to the closest GAAP basis measurement.
|
Name
|
|
Number of Shares
Awarded on
January 20, 2016
|
|
Total Vesting on
February 25,
2019
|
|
Accrued
Dividends (1)
|
||||
Clifford E. Marks
|
|
92,503
|
|
|
25,623
|
|
|
$
|
62,521
|
|
Andrew J. England (2)
|
|
74,950
|
|
|
18,652
|
|
|
$
|
45,511
|
|
Ralph E. Hardy (2)
|
|
21,279
|
|
|
4,015
|
|
|
$
|
9,796
|
|
|
(1)
|
As a result of the level of achievement of the awards which vested on February 25, 2019, accrued dividends were paid in March 2019.
|
(2)
|
Mr. England and Mr. Hardy's employment ended prior to the vesting date and thus 7,614 and 6,786 of their awarded shares were forfeited upon separation from service and 48,684 and 10,478 were forfeited due to the Company's performance, respectively.
|
|
|
FY 2018
Target
|
|
FY 2018
Actual
|
||||
Operating income
|
|
$
|
161.3
|
|
|
$
|
154.3
|
|
Plus: Depreciation and amortization
|
|
38.7
|
|
|
39.9
|
|
||
OIBDA
|
|
200.0
|
|
|
194.2
|
|
||
Less: Founding member circuit beverage revenue
|
|
(29.1
|
)
|
|
(31.4
|
)
|
||
Plus: Share-based compensation costs
|
|
10.0
|
|
|
7.8
|
|
||
Plus: CEO transition costs
|
|
—
|
|
|
3.4
|
|
||
Plus: Fees incurred related to the settlement agreement with a large stockholder
|
|
—
|
|
|
1.4
|
|
||
Plus: Change in the make-good liability
|
|
(2.0
|
)
|
|
2.4
|
|
||
Less: Barter revenue, net of barter expense
|
|
1.4
|
|
|
(0.9
|
)
|
||
Adjusted OIBDA for compensation purposes
|
|
$
|
180.3
|
|
|
$
|
176.9
|
|
|
|
FY 2018
Target
|
|
FY 2018
Actual
|
||||
Advertising revenue
|
|
$
|
443.0
|
|
|
$
|
441.4
|
|
Less: Founding member circuit beverage revenue
|
|
(29.1
|
)
|
|
(31.4
|
)
|
||
Less: Barter revenue
|
|
—
|
|
|
(5.8
|
)
|
||
Plus: Change in the make-good liability
|
|
(2.0
|
)
|
|
2.4
|
|
||
Adjusted Advertising Revenue
|
|
$
|
411.9
|
|
|
$
|
406.6
|
|
|
|
2016-2018
3- Year Cumulative Ended
December 27, 2018
|
||||||
|
|
Target
|
|
Actual
|
||||
Operating income
|
|
$
|
600.7
|
|
|
$
|
481.2
|
|
Plus: Depreciation and amortization
|
|
114.6
|
|
|
113.3
|
|
||
OIBDA
|
|
715.3
|
|
|
594.5
|
|
||
Less: Founding member circuit beverage revenue
|
|
(90.2
|
)
|
|
(90.0
|
)
|
||
Plus: Share-based compensation costs
|
|
56.1
|
|
|
37.2
|
|
||
Plus: CEO transition costs
|
|
3.0
|
|
|
7.6
|
|
||
Plus: Fees incurred related to the settlement agreement with a large stockholder
|
|
—
|
|
|
1.4
|
|
||
Plus: Early lease termination expense
|
|
—
|
|
|
1.8
|
|
||
Plus: Change in the make-good liability
|
|
—
|
|
|
4.6
|
|
||
Less: Barter revenue, net of barter expense
|
|
—
|
|
|
(0.4
|
)
|
||
Plus: Restructuring expense
|
|
—
|
|
|
0.9
|
|
||
Less: Capital expenditures
|
|
(42.2
|
)
|
|
(39.9
|
)
|
||
Free Cash Flow – Actual
|
|
$
|
642.0
|
|
|
$
|
517.7
|
|
|
|
|
Position
|
|
Minimum Share Ownership Level
|
Chief Executive Officer and Director
|
|
Lesser of three times base salary or 140,000 shares
|
President and Executive Vice Presidents
|
|
Lesser of base salary or 20,000 shares
|
Non-Employee Directors
|
|
Lesser of three times annual Board cash retainer or 8,000 shares
|
|
|
|
|
|
Compensation Committee of National CineMedia, Inc.
|
|
|
Mark B. Segall, Chairman
|
|
|
Andrew P. Glaze
|
|
|
Lawrence A. Goodman
|
|
|
David R. Haas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus (1)
|
|
Stock
Awards (2)
|
|
Non-Equity
Incentive Plan
Compensation
(3)
|
|
All Other
Compensation (4)
|
|
Total
|
||||||
Clifford E. Marks (5)
Interim Chief
Executive Officer
and President
|
|
2018
2017
2016
|
|
$
$
$
|
875,497
858,330
841,500
|
|
$
$
$
|
—
—
—
|
|
$
$
$
|
1,052,614
2,360,408
2,314,122
|
|
$
$
$
|
806,333
503,196
741,041
|
|
$
$
$
|
28,509
12,331
6,236
|
|
$
$
$
|
2,762,953
3,734,265
3,902,899
|
Andrew J. England (6)
Former Chief
Executive Officer
|
|
2018
2017
2016
|
|
$
$
$
|
827,885
875,000
750,000
|
|
$
$
$
|
—
—
—
|
|
$
$
$
|
1,500,002
1,500,000
2,255,787
|
|
$
$
$
|
681,891
512,969
660,464
|
|
$
$
$
|
2,726,639
85,823
88,591
|
|
$
$
$
|
5,736,417
2,973,792
3,754,842
|
Katherine L. Scherping
Chief Financial
Officer
|
|
2018
2017
2016
|
|
$
$
$
|
408,000
408,000
160,000
|
|
$
$
$
|
—
—
—
|
|
$
$
$
|
318,404
714,000
396,843
|
|
$
$
$
|
281,826
179,393
116,393
|
|
$
$
$
|
14,946
10,748
4,049
|
|
$
$
$
|
1,023,176
1,312,141
677,285
|
Scott D. Felenstein (7)
Chief Revenue
Officer
|
|
2018
|
|
$
|
506,667
|
|
$
|
—
|
|
$
|
396,000
|
|
$
|
349,980
|
|
$
|
8,650
|
|
$
|
1,261,297
|
Sarah Kinnick Hilty (8)
SVP and General
Counsel
|
|
2018
|
|
$
|
310,000
|
|
$
|
25,000
|
|
$
|
281,652
|
|
$
|
136,740
|
|
$
|
2,378
|
|
$
|
755,770
|
Ralph E. Hardy (9)
Former EVP and
General Counsel
|
|
2018
2017
2016
|
|
$
$
$
|
95,468
310,271
304,187
|
|
$
$
$
|
—
—
—
|
|
$
$
$
|
—
542,968
532,330
|
|
$
$
$
|
—
136,422
200,905
|
|
$
$
$
|
349,041
11,647
7,098
|
|
$
$
$
|
444,509
1,001,308
1,044,520
|
|
(1)
|
This amount represents a one time sign on bonus of $25,000 made pursuant to her Employment Agreement within 30 days after the commencement of her employment on February 12, 2018.
|
(2)
|
The amounts represent the aggregate grant date fair value of the target level of stock awards computed in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, please see Note 11 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 27, 2018, filed on February 22, 2019. Certain of the stock awards granted in 2018, 2017 and 2016 are scheduled to vest based upon the achievement of performance conditions relating to cumulative “Free Cash Flow”, “2019 Digital Revenue” (for the 2017 awards only) and "2020 Digital Revenue" (for the 2018 awards only) at the end of the three-year measuring period. The amounts for these awards are presented based on 100% of the fair market value on the date of grant and do not include an estimate of performance. Actual results could materially differ from this estimate. Stock awards are further discussed in the “Long-Term Incentives” section of our CD&A. The table below includes the maximum amounts payable for awards granted during fiscal 2018 assuming the highest level of performance is achieved:
|
|
|
|
|
|
|
|
|
Stock Awards
|
|||||||
Name
|
|
Grant Date
|
|
Maximum Number of Shares Scheduled to Vest
|
|
Maximum Grant Date
Fair Value (a)
|
|
Clifford E. Marks
|
|
1/24/2018
|
|
219,295
|
|
$
|
1,447,344
|
Andrew J. England (b)
|
|
1/24/2018
|
|
276,989
|
|
$
|
1,828,130
|
Katherine L. Scherping
|
|
1/24/2018
|
|
66,334
|
|
$
|
437,806
|
Scott D. Felenstein
|
|
1/24/2018
|
|
78,750
|
|
$
|
519,750
|
Sarah Kinnick Hilty
|
|
2/12/2018
|
|
45,401
|
|
$
|
313,723
|
Ralph E. Hardy
|
|
—
|
|
—
|
|
$
|
—
|
|
(a)
|
The amount is based on the maximum number of shares as of the grant date subject to the award assuming the highest level of performance is achieved (162.5% for 2018 grants) for the performance-based restricted stock grants. The time-based restricted stock grants are included at 100%. The amounts for these awards are presented based upon the fair market value on the date of grant.
|
(b)
|
The amount listed as scheduled to vest represents Mr. England's shares prior to his termination on November, 2, 2018. Following his separation from service, 207,987 of the shares were forfeited.
|
(3)
|
Our Compensation Committee approved fiscal 2018 performance bonuses for the NEOs on February 19, 2019, and the bonuses were paid on February 26, 2019. See further discussion in the “Annual Cash Incentive” section of our CD&A.
|
(4)
|
The following table provides details about each component of the “All Other Compensation” column from the Fiscal 2018 Summary Compensation Table above for fiscal 2018.
|
Name
|
|
Year
|
|
401(k)
Employer
Contribution (a)
|
|
Term Life
Insurance (b)
|
|
Disability
Insurance
(c)
|
|
Misc.
|
|
Total All
Other
Compensation
|
||||||||||
Clifford E. Marks
|
|
2018
|
|
$
|
4,981
|
|
|
$
|
3,334
|
|
|
$
|
925
|
|
|
$
|
19,269
|
|
(d)
|
$
|
28,509
|
|
Andrew J. England
|
|
2018
|
|
$
|
6,600
|
|
|
$
|
1,635
|
|
|
$
|
851
|
|
|
$
|
2,717,553
|
|
(d,e)
|
$
|
2,726,639
|
|
Katherine L.
Scherping
|
|
2018
|
|
$
|
6,600
|
|
|
$
|
1,705
|
|
|
$
|
925
|
|
|
$
|
5,716
|
|
(d)
|
$
|
14,946
|
|
Scott D. Felenstein
|
|
2018
|
|
$
|
6,600
|
|
|
$
|
1,162
|
|
|
$
|
888
|
|
|
$
|
—
|
|
|
$
|
8,650
|
|
Sarah Kinnick Hilty
|
|
2018
|
|
$
|
1,443
|
|
|
$
|
306
|
|
$
|
629
|
|
$
|
—
|
|
|
$
|
2,378
|
|
||
Ralph E. Hardy
|
|
2018
|
|
$
|
2,291
|
|
|
$
|
763
|
|
|
$
|
185
|
|
$
|
345,802
|
|
(f)
|
$
|
349,041
|
|
|
(a)
|
Represents matching contributions made pursuant to NCM LLC’s defined contribution 401(k) plan. Eligible employees, including the NEOs, are eligible for a discretionary contribution under the 401(k) plan on base pay up to IRS limits.
|
(b)
|
Represents imputed income for term life insurance coverage.
|
(c)
|
Represents imputed income for long-term and short-term disability insurance coverage.
|
(d)
|
Represents business-related awards, gifts and prizes and taxable fringe benefits for Messrs. Marks and England and Ms. Scherping. The majority of these expenses, $17,101, $15,229, and $5,716, respectively, relate to airline club membership dues.
|
(e)
|
Includes the following payments made pursuant to Mr. England's Separation Agreement: (1) a lump-sum severance payment of $2,625,000 made on January 2, 2019, (2) $53,356 to be paid ratably over the eighteen months following Mr. England's separation from service for COBRA coverage under the Company's group health and dental plans, grossed up by 50% to take into account additional taxes that would be owed by Mr. England and (3) $23,278 for reimbursement of Mr. England's legal expenses incurred in conjunction with the negotiation of his Separation Agreement made on December 5, 2018.
|
(f)
|
Includes $310,271 made pursuant to his Separation, General Release and Consulting Agreement ratably over 2018 following Mr. Hardy’s termination of employment on March 1, 2018 and a lump-sum payment of $35,531 made pursuant to Mr. Hardy’s Separation, General Release and Consulting Agreement, for the pre-tax amount the Company would have paid to the providers of medical, health and life insurance plans for 12-months of Mr. Hardy’s coverage thereunder, grossed up by 35% to take into account additional taxes that would be owed by Mr. Hardy.
|
(5)
|
Mr. Marks was appointed the Interim Chief Executive Officer and President by the Board effective November 2018, before which time Mr. Marks served as President of the Company since 2016 and a member of the Company's leadership team since 2002. Mr. Marks did not receive any additional compensation upon assuming the role of Interim CEO.
|
(6)
|
Mr. England was employed through November 2018.
|
(7)
|
Mr. Felenstein has been employed since April 2017 and was named an executive officer of the Company in March 2018.
|
(8)
|
Ms. Hilty has been employed since February 2018.
|
(9)
|
Mr. Hardy was employed through March 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
(2)
|
All Other
Stock
Awards:
Number of
Shares of
Stock (#)
|
Grant Date
Fair Value of
Stock
Awards ($)(3)
|
|||||
Name
|
Grant
Date
|
Threshold ($)
|
Target ($)
|
Maximum ($)
|
Threshold (#)
|
Target (#)
|
Maximum (#)
|
|
|
|
Clifford E.
Marks
|
N/A
1/24/2018
1/24/2018
|
218,874
—
—
|
875,497
—
—
|
1,313,246
—
—
|
—
23,923
—
|
—
95,692
—
|
—
155,500
—
|
—
—
63,795
|
$
$
|
—
631,567
421,047
|
Andrew J.
England
|
N/A
1/24/2018
1/24/2018
|
218,750
—
—
|
875,000
—
—
|
1,312,500
—
—
|
—
42,614
—
|
—
170,455
—
|
—
276,989
—
|
—
—
56,818
|
$
$
|
—
1,125,003
374,999
|
Katherine L. Scherping
|
N/A
1/24/2018
1/24/2018
|
76,500
—
—
|
306,000
—
—
|
459,000
—
—
|
—
7,237
—
|
—
28,946
—
|
—
47,037
—
|
—
—
19,297
|
$
$
|
—
191,044
127,360
|
Scott D. Felenstein
|
N/A
1/24/2018
1/24/2018
|
95,000
—
—
|
380,000
—
—
|
570,000
—
—
|
—
7,500
—
|
—
30,000
—
|
—
48,750
—
|
—
—
30,000
|
$
$
|
—
198,000
198,000
|
Sarah Kinnick Hilty
|
N/A
2/12/2018
2/12/2018
|
38,750
—
—
|
155,000
—
—
|
232,500
—
—
|
—
1,857
—
|
—
7,426
—
|
—
12,067
—
|
—
—
33,334
|
$
$
|
—
51,314
230,338
|
Ralph E. Hardy
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
—
|
|
(1)
|
Amounts represent potential cash bonus amounts if targets are achieved for 2018 performance for each NEO. See “Non-Equity Incentive Plan Compensation” in our Summary Compensation Table for amounts paid.
|
(2)
|
Represents performance-based restricted stock grants made in 2018 under the Equity Incentive Plan. The restricted stock awards provide that the award will accrue dividends payable subject to vesting. For additional information regarding equity awards see “Long-Term Incentives” in the CD&A and “Equity Incentive Plan Information.”
|
(3)
|
Grant date fair value of stock awards was calculated in accordance with GAAP. Some of the 2018 restricted stock awards are scheduled to vest based upon achievement of the actual cumulative “Free Cash Flow” and “2020 Digital Revenue” targets at the end of the three-year measuring period and are presented in the table based on target amounts. Refer to footnote (2) to our Summary Compensation Table for the maximum number of shares that could be awarded.
|
|
|
Stock Option Awards
|
|
Restricted Stock Awards
|
||||||||||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date (1)
|
|
Number of
Shares of
Stock
That
Have Not
Vested
|
|
|
Market
Value
of Shares of Stock
That Have Not Vested
(2)
|
|
Equity
Incentive
Plan Award:
Number of
Unearned
Shares That
Have Not
Vested (3)
|
|
Equity
Incentive
Plan Award:
Market or Payout Value of Unearned Shares That
Have Not
Vested (2)
|
|||||||||||
Clifford E. Marks
|
|
182,964
|
|
|
—
|
|
|
$
|
17.79
|
|
|
1/13/2021
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
38,543
|
|
|
—
|
|
|
$
|
23.28
|
|
|
9/7/2021
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
40,659
|
|
|
—
|
|
|
$
|
12.73
|
|
|
1/12/2022
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
92,503
|
|
|
$
|
582,769
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,557
|
|
(4)
|
|
$
|
129,509
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
95,692
|
|
|
$
|
602,860
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,530
|
|
(5)
|
|
$
|
267,939
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
95,692
|
|
|
$
|
602,860
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,795
|
|
(6)
|
|
$
|
401,909
|
|
|
—
|
|
|
—
|
|
||
Andrew J. England
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
67,336
|
|
|
$
|
424,217
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
43,820
|
|
|
$
|
276,066
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
42,463
|
|
|
$
|
267,517
|
|
||
Katherine L.
Scherping
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,485
|
|
(7)
|
|
$
|
53,456
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
28,946
|
|
|
$
|
182,360
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,865
|
|
(6)
|
|
$
|
81,050
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
28,946
|
|
|
$
|
182,360
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,297
|
|
(5)
|
|
$
|
121,571
|
|
|
—
|
|
|
—
|
|
||
Scott D. Felenstein
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
20,887
|
|
|
$
|
131,588
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,208
|
|
(8)
|
|
$
|
146,210
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
30,000
|
|
|
$
|
189,000
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
(6)
|
|
$
|
189,000
|
|
|
—
|
|
|
—
|
|
||
Sarah Kinnick Hilty
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
7,426
|
|
|
$
|
46,784
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,334
|
|
(9)
|
|
$
|
210,004
|
|
|
—
|
|
|
—
|
|
||
Ralph E. Hardy
|
|
22,143
|
|
|
—
|
|
|
$
|
8.93
|
|
|
2/29/2020
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
19,745
|
|
|
—
|
|
|
$
|
17.79
|
|
|
2/29/2020
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
13,163
|
|
|
—
|
|
|
$
|
12.73
|
|
|
2/29/2020
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
14,493
|
|
|
$
|
91,306
|
|
||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
7,902
|
|
|
$
|
49,783
|
|
|
(1)
|
Options generally expire 90 days from the term date if the NEO terminates employment. Pursuant to Mr. Hardy’s Separation, General Release and Consulting Agreement, his outstanding stock options expire at the end of his two-year consulting term, February 29, 2020, if he performs consulting services under the agreement.
|
(2)
|
Amounts are based on the closing stock price, $6.30 per share, on December 27, 2018 based on the target level of performance.
|
(3)
|
The restricted stock awards are scheduled to vest based on achievement of the actual cumulative “Free Cash Flow” target at the end of the three-year measuring period for the 2016 grants and a combination of the actual cumulative "Free Cash Flow" and "Digital Revenue" for the 2017 and 2018 grants. Refer to CD&A for discussion of cumulative Free Cash Flow and Digital Revenue.
|
(4)
|
The restricted stock vests 33.33% per year commencing on January 20, 2017, subject to continuous service.
|
(5)
|
The restricted stock vests 33.33% per year commencing on January 19, 2018, subject to continuous service.
|
(6)
|
The restricted stock vests 33.33% per year commencing on January 24, 2019, subject to continuous service.
|
(7)
|
The restricted stock vests 33.33% per year commencing on August 11, 2017, subject to continuous service.
|
(8)
|
The restricted stock vests 33.33% per year commencing on April 24, 2018, subject to continuous service.
|
(9)
|
The restricted stock vests 33.33% per year commencing on February 12, 2019, subject to continuous service.
|
|
|
Stock Awards
|
|||||
Name
|
|
Number of Shares
Acquired on Vesting
|
|
Value Realized on
Vesting (1)
|
|||
Clifford E. Marks
|
|
144,177
|
|
|
$
|
1,038,864
|
|
Andrew J. England
|
|
95,969
|
|
|
$
|
763,843
|
|
Katherine L. Scherping
|
|
14,917
|
|
|
$
|
115,674
|
|
Scott D. Felenstein
|
|
11,604
|
|
|
$
|
66,723
|
|
Sarah Kinnick Hilty
|
|
—
|
|
|
—
|
|
|
Ralph E. Hardy
|
|
45,888
|
|
|
$
|
334,794
|
|
|
(1)
|
Amounts are based on the closing stock price on the date realized.
|
|
|
Cash
Severance
(1) (2)
|
|
Medical
Insurance
(3)
|
|
Term Life
Insurance
(3)
|
|
Disability
Insurance
(3)
|
|
401(k)
Employer
Contribution (3)
|
|
Value of
Accelerated
Equity
Awards (4)
|
|
Total
|
||||||||||||||||
Clifford E. Marks (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Without Cause or For Good Reason or Expiration of Agreement
|
|
$
|
1,378,693
|
|
|
$
|
22,043
|
|
|
$
|
3,334
|
|
|
$
|
925
|
|
|
$
|
4,981
|
|
|
$
|
1,677,866
|
|
|
$
|
3,087,842
|
|
||
Without Cause or For Good Reason 3 months prior or one year following a Change of Control
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,587,845
|
|
|
$
|
2,587,845
|
|
|||||||
Death
|
|
—
|
|
|
$
|
22,043
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1,677,866
|
|
|
$
|
1,699,909
|
|
||||||
Disability*
|
|
$
|
437,749
|
|
|
$
|
22,043
|
|
|
$
|
3,334
|
|
|
$
|
925
|
|
|
—
|
|
|
$
|
1,677,866
|
|
|
$
|
2,141,917
|
|
|||
Katherine L. Scherping (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Without Cause or For Good Reason or Expiration of Agreement
|
|
$
|
714,000
|
|
|
$
|
20,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
355,730
|
|
|
$
|
1,089,854
|
|
|||||
Without Cause or For Good Reason one year following a Change of Control
|
|
$
|
714,000
|
|
|
$
|
20,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
620,796
|
|
|
$
|
1,354,920
|
|
|||||
Death
|
|
—
|
|
|
$
|
20,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
355,730
|
|
|
$
|
375,854
|
|
||||||
Disability*
|
|
$
|
204,000
|
|
|
$
|
20,124
|
|
|
1,705
|
|
|
629
|
|
|
—
|
|
|
$
|
355,730
|
|
|
$
|
582,188
|
|
|||||
Scott D. Felenstein (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Without Cause or For Good Reason or Expiration of Agreement
|
|
$
|
886,667
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
389,617
|
|
|
$
|
1,276,284
|
|
||||||
Without Cause or For Good Reason one year following a Change of Control
|
|
$
|
886,667
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
728,904
|
|
|
$
|
1,615,571
|
|
||||||
Death
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
389,617
|
|
|
$
|
389,617
|
|
|||||||
Disability*
|
|
$
|
253,334
|
|
|
—
|
|
|
$
|
395
|
|
|
$
|
888
|
|
|
—
|
|
|
$
|
389,617
|
|
|
$
|
644,234
|
|
||||
Sarah Kinnick Hilty (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Without Cause or For Good Reason or Expiration of Agreement
|
|
$
|
465,000
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
157,739
|
|
|
$
|
622,739
|
|
||||
Without Cause or For Good Reason 3 months prior or one year following a Change of Control
|
|
$
|
465,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
256,788
|
|
|
$
|
721,788
|
|
||||||
Death
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
157,739
|
|
|
$
|
157,739
|
|
|||||||
Disability*
|
|
$
|
155,000
|
|
|
—
|
|
|
$
|
171
|
|
|
$
|
629
|
|
|
—
|
|
|
$
|
157,739
|
|
|
$
|
313,539
|
|
|
*
|
Net of amounts offset by disability insurance payments
|
(1)
|
If the employment of the NEO is terminated by NCM, Inc. for reasons other than disability, death or cause, or the executive resigns for good reason, as defined in the NEO's employment agreement, or his or her agreement is not renewed on substantially equal terms, he or she will be entitled to severance for the period specified in his or her respective employment agreement. If the NEO’s employment terminates due to his or her death, his or her beneficiaries will receive his or her base salary paid through the end of the month of his or her death. If the NEO terminates employment on account of his or her disability, in exchange for a release of claims against the Company, he or she will be entitled to his or her base salary for a period of six months following termination, offset by any disability benefits provided under a company sponsored benefit arrangement.
|
(a)
|
Mr. Marks's severance represents base salary paid over 12 months based on his base salary in effect on January 24, 2018, plus an amount equal to the most recent annual bonus awarded to him.
|
(b)
|
Mr. Felenstein's and Mses. Scherping's and Hilty's severance represents an amount equal to 100% of his/her base salary, plus 100% of his/her target bonus based on his/her base salary in effect on January 24, 2018 paid over 12 months.
|
(2)
|
If the employment of Mr. Felenstein or Mses. Scherping or Hilty is terminated by NCM, Inc. for any reason, the respective NEO is entitled to any annual, long-term or other incentive award that relates to a completed fiscal year or performance period, as applicable, and is payable (but not yet paid) on or before the date of termination or resignation. If the employment of Mr. Marks is terminated by NCM, Inc. for any reason, then Mr. Marks is entitled to any annual, long-term or other incentive award that is payable but not yet paid.
|
(3)
|
If the employment of a NEO is terminated by NCM, Inc. for reasons other than disability, death or cause, or he or she resigns for good reason, as defined in the NEO's employment agreement, the NEO is entitled to receive an amount equal to NCM, Inc.’s premium costs or other contributions made by the Company on behalf of each NEO with respect
|
(a)
|
Amount for Mr. Marks represents an amount equal to 100% of the premium costs for a 12-month period.
|
(b)
|
Amount for Mr. Felenstein and Mses. Scherping and Hilty represent an amount equal to 100% of the premium costs for a 12-month period.
|
(4)
|
Under the Equity Incentive Plan, if within three months prior to or one year after the consummation of a change of control, as defined in the plan, the NEO’s employment is terminated by NCM, Inc., its affiliate or a successor in interest without cause or by the NEO for good reason, both as defined in the plan, then all outstanding options and stock appreciation rights shall become immediately exercisable and all other awards shall become vested and any restrictions will lapse. Further, Mr. Felenstein and Mses. Scherping and Hilty will vest in full, to the extent issued and outstanding but unvested shares of their initial equity grants upon an involuntary termination without cause, for good reason, or expiration of the agreement, and in the case of Mses. Scherping and Hilty in the event of their death or disability. Pursuant to the restricted stock agreements, in the case of involuntary terminations without cause, death and disability, each NEO would retain a prorated amount of shares of TBRS and PBRS equivalent to time employed during the vesting period. The retained shares would vest upon termination in the case of TBRS and upon the achievement of performance conditions in the case of PBRS. Amounts are based on the closing stock price, $6.30 per share, on December 27, 2018.
|
|
|
|
$75,000 per annum
|
|
Retainer for non-employee director
|
$50,000 - $150,000 per annum
|
|
Additional retainer for serving as Non-Employee Chairman (see discussion below)
|
$25,000 per annum
|
|
Additional retainer for serving as Chairman of the Audit Committee
|
$19,000 per annum
|
|
Additional retainer for serving as Chairman of the Compensation Committee
|
$11,000 per annum
|
|
Additional retainer for serving as Chairman of the Nominating and Governance Committee
|
$13,000 per annum
|
|
Additional retainer for serving as a member of the Audit Committee
|
$12,500 per annum
|
|
Additional retainer for serving as a member of the Compensation Committee
|
$5,000 per annum
|
|
Additional retainer for serving as a member of the Nominating and Governance Committee
|
$1,750 per meeting
|
|
Fee for attending meetings of a special committee
|
Name
|
|
Fees Earned or
Paid in Cash (1)
|
|
Stock Awards
(2)
|
|
All Other
Compensation
|
|
Total
|
||||||||
Lawrence A. Goodman
|
|
$
|
100,173
|
|
|
$
|
110,002
|
|
|
$
|
—
|
|
|
$
|
210,175
|
|
David R. Haas
|
|
$
|
117,750
|
|
|
$
|
110,002
|
|
|
$
|
—
|
|
|
$
|
227,752
|
|
Stephen L. Lanning
|
|
$
|
31,000
|
|
|
$
|
110,002
|
|
|
$
|
—
|
|
|
$
|
141,002
|
|
Thomas F. Lesinski
|
|
$
|
247,989
|
|
|
$
|
170,990
|
|
|
$
|
—
|
|
|
$
|
418,979
|
|
Paula Williams Madison
|
|
$
|
50,062
|
|
|
$
|
110,002
|
|
|
$
|
110,000
|
|
(3)
|
$
|
270,064
|
|
Scott N. Schneider
|
|
$
|
135,731
|
|
|
$
|
104,002
|
|
|
$
|
—
|
|
|
$
|
239,733
|
|
Mark B. Segall
|
|
$
|
70,377
|
|
|
$
|
109,999
|
|
|
$
|
—
|
|
|
$
|
180,376
|
|
(1)
|
The following table provides details about each component of the “Fees Earned or Paid in Cash” column from the Fiscal 2018 Director Compensation Table above.
|
Name
|
|
Annual
Retainer
|
|
Committee
Chair
Retainer
|
|
Member
Retainer
|
|
Meeting Fees
|
|
Total Fees
Earned or Paid
in Cash
|
||||||||||
Lawrence A. Goodman
|
|
$
|
75,000
|
|
|
$
|
4,442
|
|
(a)
|
$
|
15,481
|
|
(a)
|
$
|
5,250
|
|
|
$
|
100,173
|
|
David R. Haas
|
|
$
|
75,000
|
|
|
$
|
25,000
|
|
|
$
|
12,500
|
|
|
$
|
5,250
|
|
|
$
|
117,750
|
|
Stephen L. Lanning
|
|
$
|
25,000
|
|
(a)
|
$
|
—
|
|
|
$
|
6,000
|
|
(a)
|
$
|
—
|
|
|
$
|
6,000
|
|
Thomas F. Lesinski
|
|
$
|
215,989
|
|
(b)
|
$
|
19,000
|
|
|
$
|
13,000
|
|
|
$
|
—
|
|
|
$
|
247,989
|
|
Paula Williams Madison
|
|
$
|
38,118
|
|
|
$
|
5,591
|
|
(a)
|
$
|
6,353
|
|
(a)
|
$
|
—
|
|
|
$
|
50,062
|
|
Scott N. Schneider
|
|
$
|
125,000
|
|
|
$
|
—
|
|
|
$
|
10,731
|
|
(a)
|
$
|
—
|
|
|
$
|
135,731
|
|
Mark B. Segall
|
|
$
|
60,081
|
|
(a)
|
$
|
3,027
|
|
(a)
|
$
|
7,269
|
|
(a)
|
$
|
—
|
|
|
$
|
70,377
|
|
|
(a)
|
These payments have been prorated for the portion of the fiscal year the individual served the respective position.
|
(b)
|
This payment represents the total of the retainer for a non-employee director of $75,000, the prorated portion of the annual Non-Employee Chairman cash retainer of $150,000, or $60,989, and two additional cash payments of $40,000 each.
|
(2)
|
The amounts represent the aggregate grant date fair value of the restricted stock unit awards as computed under ASC 718 and do not represent cash payments made to the individuals or amounts realized. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, please see Note 11 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 27, 2018, filed on February 22, 2019. The grant date fair value of the awards was $6.60 per share, except for Mr. Schneider's and Mr. Segall's awards which had grant date fair values of $6.24 and Mr. Lesinski's chairman award which had a grant date fair value of $8.73.
|
(3)
|
This cash payment was made upon the forfeiture of Ms. Williams Madison's 2018 restricted stock unit grant upon her resignation from the Board of Directors in July of 2018.
|
|
|
Fiscal 2018 Grants
|
|
Outstanding Equity Awards at
December 27, 2018
|
||||||||||||
Name
|
|
Grant
Date
|
|
Number of
RSUs
|
|
Grant Date
Fair Value of
Stock Awards
(a)
|
|
Number of
RSUs That Have
Not Vested
|
|
Market Value of Shares of Stock That
Have Not Vested (b)
|
||||||
Lawrence A. Goodman
|
|
1/24/2018
|
|
16,667
|
|
|
$
|
110,002
|
|
|
16,667
|
|
|
$
|
105,002
|
|
David R. Haas
|
|
1/24/2018
|
|
16,667
|
|
|
$
|
110,002
|
|
|
16,667
|
|
|
$
|
105,002
|
|
Stephen L. Lanning
|
|
1/24/2018
|
|
16,667
|
|
|
$
|
110,002
|
|
|
16,667
|
|
|
$
|
105,002
|
|
Thomas F. Lesinski
|
|
1/24/2018
|
|
16,667
|
|
|
$
|
110,002
|
|
|
16,667
|
|
|
$
|
105,002
|
|
Thomas F. Lesinski
|
|
10/30/2018
|
|
6,986
|
|
|
$
|
60,988
|
|
|
6,986
|
|
|
$
|
44,012
|
|
Paula Williams Madison
|
|
1/24/2018
|
|
16,667
|
|
|
$
|
110,002
|
|
|
—
|
|
(c)
|
$
|
—
|
|
Scott N. Schneider
|
|
3/13/2018
|
|
16,667
|
|
|
$
|
104,002
|
|
|
—
|
|
(c)
|
$
|
—
|
|
Mark B. Segall
|
|
3/13/2018
|
|
17,628
|
|
|
$
|
109,999
|
|
|
17,628
|
|
|
$
|
111,056
|
|
|
(a)
|
Calculated in accordance with ASC Topic 718 as described in footnote (1) to the Fiscal 2018 Director Compensation Table above and based on a stock price of $6.60, except for Mr. Segall's award which is based on a stock price of $6.24 and Mr. Lesinski's chairman award which is based on a stock price of $8.73.
|
(b)
|
Amounts are based on the closing stock price, $6.30 per share, on December 27, 2018.
|
(c)
|
These restricted stock unit awards were forfeited upon the director's resignation from the Board of Directors.
|
|
|
Salary
|
|
Bonus
|
|
Stock
Awards
|
|
Option
Awards
|
|
Non-Equity
Incentive Plan
Compensation
|
|
All Other
Compensation
|
|
|
|
Total
|
||||||||||||||
CEO
|
|
$
|
875,075
|
|
|
$
|
—
|
|
|
$
|
1,432,214
|
|
|
$
|
—
|
|
|
$
|
805,944
|
|
|
$
|
25,536
|
|
|
|
|
$
|
3,138,769
|
|
Median Employee
|
|
$
|
81,004
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,728
|
|
|
$
|
2,368
|
|
|
(a)
|
|
$
|
87,100
|
|
|
(a)
|
Represents imputed income for term life insurance coverage and imputed income for long-term and short-term disability insurance coverage.
|
Plan Category
|
|
Number of securities to be
issued upon exercise of
outstanding
options,
warrants and
rights
|
|
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
the first column)
|
|
|
||||
Equity compensation plans approved by security holders
|
|
2,560,994
|
|
|
(1)
|
|
$
|
16.45
|
|
|
(2)
|
|
2,812,787
|
|
|
(3)
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
Total
|
|
2,560,994
|
|
|
|
|
$
|
16.45
|
|
|
|
|
2,812,787
|
|
|
|
|
(1)
|
Includes 1,950,750 stock option grants; 74,615 restricted stock units; 179,458, 178,512, and 177,659 for additional shares for the 2018, 2017, and 2016 performance-based restricted stock grants, respectively, that may be issued assuming the highest level of performance is achieved (162.5% for 2017 and 2018 and 150% for 2016). Actual results could vary from estimates, especially in the later years included in the three-year projections.
|
(2)
|
Restricted stock awards are excluded as there is no exercise price for these awards.
|
(3)
|
Represents remaining shares of our common stock available for issuance under the Equity Incentive Plan.
|
|
|
2018
|
|
2017
|
||||
Audit Fees (1)
|
|
$
|
1,036,347
|
|
|
$
|
1,093,615
|
|
Audit Related Fees (2)
|
|
—
|
|
|
30,000
|
|
||
Total Audit and Related Fees
|
|
1,036,347
|
|
|
1,123,615
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total Fees
|
|
$
|
1,036,347
|
|
|
$
|
1,123,615
|
|
|
(1)
|
In 2018, audit fees included $20,000 of fees for issuance of consents in connection with a registration statement filing. In 2017, audit fees included $102,500 of fees for the issuance of consents and comfort letters in connection with registration statement filings.
|
(2)
|
In 2017, audit related fees consisted of $20,000 for the assistance with debt offerings and periodic filings for NCM LLC’s founding members, which was reimbursed to NCM LLC by the founding members and $10,000 due to other audit related services.
|
•
|
maintaining the reliability and integrity of our accounting policies, financial reporting practices and financial statements;
|
•
|
the independent auditor’s qualifications and independence;
|
•
|
the performance of our internal audit function and independent auditor; and
|
•
|
confirming compliance with laws and regulations, and the requirements of any stock exchange or quotation system on which our securities may be listed.
|
|
|
|
|
|
Audit Committee of National CineMedia, Inc.
|
|
|
David R. Haas, Chairman
|
|
|
Thomas F. Lesinski
|
|
|
Mark Segall
|
•
|
each person (or group of affiliated persons) who is known by us to own beneficially more than 5% of our common stock;
|
•
|
each of our named executive officers (“NEOs”);
|
•
|
each of our directors and nominees for director; and
|
•
|
all current directors and executive officers as a group.
|
Name of Beneficial Owner
|
|
Shares of
NCM, Inc.
Common
Stock
|
|
NCM LLC
Common
Membership
Units (1)
|
|
Percent of
NCM,
Inc.
Common
Stock
|
|||
Five Percent Stockholders
|
|
|
|
|
|
|
|||
Regal Entertainment Group and Affiliates (“Regal”) (2)
|
|
—
|
|
|
41,142,178
|
|
|
34.3
|
%
|
Cinemark Holdings, Inc. and Affiliates (“Cinemark”) (3)
|
|
—
|
|
|
39,518,644
|
|
|
33.4
|
%
|
Standard General L.P. (4)
|
|
15,356,390
|
|
|
—
|
|
|
19.4
|
%
|
ArrowMark Colorado Holdings LLC (5)
|
|
9,723,427
|
|
|
—
|
|
|
12.3
|
%
|
The Vanguard Group, Inc. and Affiliates (6)
|
|
6,184,974
|
|
|
—
|
|
|
7.8
|
%
|
BlackRock, Inc. (7)
|
|
5,271,174
|
|
|
—
|
|
|
6.7
|
%
|
Directors and Executive Officers
|
|
|
|
|
|
|
|||
Clifford E. Marks (8)
|
|
838,991
|
|
|
—
|
|
|
1.1
|
%
|
Andrew J. England (9)
|
|
186,833
|
|
|
—
|
|
|
*
|
|
Katherine L. Scherping
|
|
170,184
|
|
|
—
|
|
|
*
|
|
Scott D. Felenstein
|
|
166,276
|
|
|
—
|
|
|
*
|
|
Sarah Kinnick Hilty
|
|
71,951
|
|
|
|
|
*
|
|
|
Ralph E. Hardy (10)
|
|
167,216
|
|
|
—
|
|
|
*
|
|
Andrew P. Glaze
|
|
—
|
|
|
—
|
|
|
*
|
|
Lawrence A. Goodman
|
|
67,332
|
|
|
—
|
|
|
*
|
|
David R. Haas
|
|
83,912
|
|
|
—
|
|
|
*
|
|
Kurt C. Hall (11)
|
|
1,702,338
|
|
|
|
|
2.1
|
%
|
|
Thomas F. Lesinski
|
|
38,895
|
|
|
—
|
|
|
*
|
|
Lee Roy Mitchell
|
|
—
|
|
|
—
|
|
|
*
|
|
Mark B. Segall
|
|
—
|
|
|
—
|
|
|
*
|
|
Renana Teperberg
|
|
—
|
|
|
—
|
|
|
*
|
|
All current directors and executive officers as a group (12 persons) (12)
|
|
3,139,879
|
|
|
—
|
|
|
3.9
|
%
|
*
|
Less than one percent
|
|
(1)
|
NCM LLC common membership units are redeemable at any time at the option of the holder. Upon any redemption, we may choose whether to redeem the units for shares of our common stock on a one-for-one basis or for a cash payment equal to the market price of shares of NCM, Inc. common stock. If each member of NCM LLC were to choose to redeem all of its NCM LLC common membership units and we elected, as of March 4, 2019 to issue shares of NCM, Inc. common stock in redemption of all of the units, Regal would receive 41,142,178 shares of NCM, Inc. common stock and
|
(2)
|
Includes Regal Entertainment Group, Regal Entertainment Holdings, Inc., Regal Cinemas Corporation, Regal Cinemas, Inc., Regal CineMedia Holdings, LLC and Regal CineMedia Corporation at 101 East Blount Avenue, Knoxville, Tennessee 37920 and Cineworld Group plc at 8th Floor, Vantage London, Great West Road, Brentford, United Kingdom TW8 9AG. Represents beneficial ownership as of June 18, 2018 based on the Schedule 13D/A filed on June 21, 2018.
|
(3)
|
Includes Cinemark Holdings, Inc., Cinemark USA Inc. and Cinemark Media, Inc. The address of these stockholders is 3900 Dallas Parkway, Suite 500, Plano, Texas 75093. Represents beneficial ownership as of June 18, 2018 based on the Schedule 13D/A filed on June 25, 2018.
|
(4)
|
The address of this stockholder is 767 Fifth Avenue, 12th Floor, New York, New York 10153. Represents beneficial ownership as of November 13, 2018 based on the Statement of Changes in Beneficial Ownership filed on Form 4 filed on November 13, 2018. Includes 35,000 shares of NCM, Inc. common stock owned directly by a wholly-owned subsidiary of Standard Diversified Inc., of which the stockholder may be deemed to a beneficial owner as a result of its beneficial ownership of securities of Standard Diversified Inc.
|
(5)
|
The address of this stockholder is 100 Fillmore Street, Suite 325, Denver, Colorado 80206. Represents beneficial ownership as of December 31, 2018 based on the Schedule 13G/A filed on February 14, 2019.
|
(6)
|
Includes Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. The address of these stockholders is 100 Vanguard Blvd. Malvern, Pennsylvania 19355. Represents beneficial ownership as of December 31, 2018 based on the Schedule 13G/A filed on February 11, 2019. These stockholders reported sole voting power over 77,481 shares of NCM, Inc. common stock, sole dispositive power over 6,115,266 shares of NCM, Inc. common stock, shared voting power over 4,510 shares of NCM, Inc. common stock and shared dispositive power for 69,708 shares of NCM, Inc. common stock.
|
(7)
|
The address of this stockholder is 55 East 52nd Street, New York, New York 10055. Represents beneficial ownership as of December 31, 2018 based on the Schedule 13G/A filed on February 6, 2019. The stockholder reported sole voting power over 5,081,169 shares of NCM, Inc. common stock, sole dispositive power over 5,271,174 shares of NCM, Inc. common stock, and no shared voting power or shared dispositive power over any shares of NCM, Inc. common stock.
|
(8)
|
Includes 262,166 stock options that were vested and exercisable within 60 days of March 4, 2019.
|
(9)
|
Mr. England served as our Chief Executive Officer until November 2, 2018. While he was a named executive officer for the fiscal year ended December 27, 2018, he is no longer an officer or employee of the Company.
|
(10)
|
Mr. Hardy served as our Executive Vice President, General Counsel and Secretary until February 12, 2018. While he was a named executive officer for the fiscal year ended December 27, 2018, he is no longer an officer or employee of the Company. Includes 55,051 stock options that were vested and exercisable within 60 days of March 4, 2019.
|
(11)
|
Includes 1,031,894 stock options that were vested and exercisable within 60 days of March 4, 2019.
|
(12)
|
Includes 1,294,060 stock options that were vested and exercisable within 60 days of March 4, 2019.
|
|
BY THE BOARD OF DIRECTORS
|
|
Sarah Kinnick Hilty
Senior Vice President, General Counsel and Secretary
|
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