National CineMedia, Inc.
For the period ended Mar 21, 2025. Filed Mar 21, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 21, 2025 · Filed Mar 21, 2025
NCMI$1.58-2.5%Stored close · as of Nov 6, 2026
Contents
PROXY SUMMARY
| PROXY SUMMARY | |||
|---|---|---|---|
| This summary highlights information discussed in more detail elsewhere in this Proxy Statement. As this is only a summary, we encourage stockholders to read the entire Proxy Statement and our 2024 Annual Report before voting their shares. The accompanying proxy is solicited by the board of directors (“Board of Directors” or “Board”) of National CineMedia, Inc., a Delaware corporation (“NCM, Inc.”, “NCM” or the “Company”), for use at the 2025 Annual Meeting of Stockholders at the time and place shown below. Unless the context otherwise requires, the references to “we”, “us” or “our” refer to the Company and its consolidated subsidiary National CineMedia, LLC (“NCM LLC”). | |||
| 2025 Annual Meeting of Stockholders | |||
| Date and Time | Location | Record Date | Mailing Date |
| May 1, 20257:30 a.m., MT | 6300 S Syracuse Way, Suite 300Centennial, CO 80111 | March 10, 2025 | On or aboutMarch 21, 2025 |
| Meeting Agenda and Board Recommendations | |||
| Proposals for your vote | Board VotingRecommendation | Required Vote | PageReference |
| Proposal 1: Election of directors | FOR each nominee | Plurality of votes cast | 8 |
| Proposal 2: To approve, on an advisory basis, our executive compensation | FOR | Majority of votes present and entitled to vote | 44 |
| Proposal 3: To ratify the appointment of Grant Thornton LLP as our independent auditors for the fiscal year ending January 1, 2026. | FOR | Majority of votes present and entitled to vote | 45 |
| Director Nominees | |||||||
|---|---|---|---|---|---|---|---|
| Nominee · Age · Director Since · Independent · Occupation · Current Committee Membership* | |||||||
| A · C · NG | |||||||
| David E. Glazek | 47 | 2019** | Yes | Partner Sunago Capital Partners, LPExecutive Chairman of Turning Point Brands, Inc.Adjunct Professor Columbia Business School | Chair | l | |
| Nicholas Bell | 41 | 2023 | Yes | Chief Executive Officer of Fanatics Live | l | l | |
| Kelly Campbell | 46 | N/A | Yes | Former President of Peacock and Hulu | |||
| Juliana F. Hill | 56 | 2020 | Yes | Former Senior Vice President of Liquidity and Asset Management of iHeartMedia, Inc. | Chair | l | |
| Nathan "Tripp" Lane | 47 | 2024 | Yes | Founder and Partner of Delancey Cove LLC | l | ||
| Thomas F. Lesinski | 65 | 2014 | No | Chief Executive Officer of NCM, Inc. | |||
| Joseph Marchese | 43 | 2023 | Yes | General Partner Human Ventures and Casa Komos Brands Group | l | l | |
| * A = Audit Committee, C = Compensation and Leadership Committee, NG = Nominating and Governance Committee | |||||||
| ** Chair of the Board effective February 27, 2025 | |||||||
| PROXY SUMMARY (CONTINUED) | |
|---|---|
| CORPORATE GOVERNANCE HIGHLIGHTS | |
| The Company 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. | |
| Accountability: | |
| w | All directors stand for election annually. |
| w | 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. |
| w | All directors are subject to anti-pledging and anti-hedging provisions under our Insider Trading Policy. |
| Independence: | |
| w | 6 of 7 director nominees are independent with our Chief Executive Officer ("CEO") serving as the only non-independent director. |
| w | Board committees are comprised solely of independent directors. |
| w | Independent directors regularly meet in private without management. |
| Board Practices: | |
| w | Board of Directors and each Board committee conducts an annual self-assessment. An external evaluator will assist with such self-evaluation at least once every three years. |
| Leadership Structure: | |
| w | Separate Chair and CEO leadership structure to maintain independence between Board oversight and operating decisions of the Company. |
| Stock Ownership Requirements: | |
| w | Executive and director stock ownership requirements must be met within five years of appointment, as follows:- CEO: Lesser of three times base salary or 500,000 shares.- President and Executive Vice Presidents: Lesser of base salary or 75,000 shares.- Non-employee directors: Three times the annual cash retainer for non-employee independent directors. |
| w | As of March 10, 2025, all executive officers and directors meeting the tenure requirement were in compliance with the share ownership guidelines. |
PROXY STATEMENT FOR THE
2025 ANNUAL MEETING OF STOCKHOLDERS
May 1, 2025
7:30 a.m. Mountain Time
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.