Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 2, 2023

National CineMedia, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33296

20-5665602

(State or Other Jurisdiction of
Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer
Identification No.)

6300 S. Syracuse Way

Suite 300

Centennial

Colorado

80111

(Address of Principal Executive Offices)

(Zip Code)

(303) 792-3600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Common Stock, par value $0.01 per share	NCMI	The Nasdaq Stock Market LLC
(Title of each class)	(Trading symbol)	(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On November 7, 2023, National CineMedia, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) disclosing the voting results at the Company’s 2023 Annual Meeting of Stockholders held on November 2, 2023. The Company is filing this Amendment No. 1 to the Initial Form 8-K to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to how frequently the Company will conduct future stockholder advisory votes regarding named executive officer compensation. The disclosure included in the Initial Form 8-K otherwise remains unchanged.


Item 5.07			Submission of Matters to a Vote of Security Holders

As previously reported, and consistent with the recommendation of the Board of Directors, in a non-binding advisory vote on the frequency of future advisory votes on executive compensation held at the Company’s 2023 Annual Meeting of Stockholders, stockholders cast the greatest number of votes in favor of holding future votes every one year. In light of this, the Company has determined that it will hold future advisory votes on executive compensation on an annual basis until the occurrence of the next advisory vote on the frequency of executive compensation votes.

SIGNATURES

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

NATIONAL CINEMEDIA, INC.

Dated: February 2, 2024

By:

/s/ Ronnie Y. Ng

Ronnie Y. Ng

Chief Financial Officer

Document and Entity Information Document	Nov. 02, 2023
Entity Central Index Key	0001377630
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Entity File Number	001-33296
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	true
Soliciting Material	false
Written Communications	false
Trading Symbol	NCMI
Security Exchange Name	NASDAQ
Amendment Flag	true
Document Period End Date	Nov. 02, 2023
Document Type	8-K/A
Entity Tax Identification Number	20-5665602
(State or Other Jurisdiction of Incorporation or Organization)	DE
Entity Address, Address Description	6300 S. Syracuse Way
Entity Address, Address Line Two	Suite 300
Document Period End Date	Nov. 02, 2023
Entity Registrant Name	National CineMedia, Inc.
Entity Address, City or Town	Centennial
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80111
City Area Code	303
Local Phone Number	792-3600