National CineMedia, Inc.

For the period ended Mar 26, 2026. Filed Mar 27, 2026.

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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 26, 2026 · Filed Mar 27, 2026

NCMI$1.58-2.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

PROXY STATEMENT

Notice

2026 Annual Meeting of Stockholders

You are cordially invited to attend the Annual Meeting of Stockholders (“Annual Meeting”) of National CineMedia, Inc. The close of business on March 9, 2026 has been set as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any and all adjournments or postponements thereof. Whether or not you are able to attend the Annual Meeting, it is important that your shares be represented regardless of the size of your holdings. Please vote your proxy promptly in accordance with the instructions you receive in the enclosed proxy statement and proxy card, as a quorum of the stockholders must be present, either in person or by proxy, in order for the Annual Meeting to take place.

Meeting Date:	May 7, 2026
Meeting Time:	7:30 a.m. Mountain Time
Location:	6300 S Syracuse Way, Suite 300Centennial, CO 80111
Record Date:	March 9, 2026

Annual Meeting Business:

We have electronically disseminated our Annual Meeting materials by using the "Notice and Access" method approved by the U.S. 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 instructions on how to receive paper copies if preferred. The proxy statement and Annual Report for the fiscal year ended January 1, 2026 are available atwww.edocumentview.com/ncmi. At the Annual Meeting, you will be asked to consider the following:

Proposal · Board Recommendation
1	To elect the eight nominees named in the accompanying proxy statement, each to serve until the Company’s next Annual Meeting or until their respective successors are duly elected or qualified;	þ	FOR each director nominee
2	To approve, on an advisory basis, our executive compensation;	þ	FOR
3	To ratify the appointment of Grant Thornton LLP as our independent auditors for the fiscal year ending December 31, 2026;	þ	FOR
4	To transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

Please note that brokers may not vote your shares on the election of directors or any other non-routine matters if you have not given your broker specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker so that your vote can be counted.

Centennial, Colorado	Maria V. Woods
March 27, 2026	Executive Vice President, General Counsel and Secretary

TABLE OF CONTENTS

PROXY SUMMARY	1
GENERAL INFORMATION	3
PROPOSAL NO. 1: ELECTION OF DIRECTORS	8
Board Composition	8
Business Experience of the Nominees	9
Vote Required	11
Recommendation	12
Independence of Our Board of Directors	12
Company Leadership Structure	12
Board’s Role in Risk Oversight	12
Compensation Risk Assessment	13
Meetings of Our Board of Directors and Standing Committees	13
STOCKHOLDER COMMUNICATIONS	17
COMPENSATION DISCUSSION AND ANALYSIS	18
Introduction	18
Executive Summary	18
Detailed Discussion & Analysis	21
Stockholder Say-on-Pay Vote	26
Performance Measures Used in Incentives Plans for Fiscal 2025	27
Other Policies	27
COMPENSATION AND LEADERSHIP COMMITTEE REPORT	29
EXECUTIVE COMPENSATION TABLES	30
Fiscal 2025 Summary Compensation Table	30
Fiscal 2025 Grants of Plan-Based Awards	31
Outstanding Equity Awards at January 1, 2026	32
Stock Vested During Fiscal 2025	33
Pension Benefits and Non-Qualified Deferred Compensation	33
Potential Payments Upon Termination or Change in Control	33
Employment Agreements	35
2025 Pay Versus Performance	37
Non-Employee Director Compensation	39
Fiscal 2025 Non-Employee Director Compensation	40
EQUITY COMPENSATION PLAN INFORMATION	42
PROPOSAL NO. 2: ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION	43
Vote Required	43
Recommendation	43
PROPOSAL NO. 3: RATIFICATION OF INDEPENDENT AUDITORS	44
Fees Paid to Independent Auditors	44
Pre-Approval Policies and Procedures	44
Vote Required	44
Recommendation	44

AUDIT COMMITTEE REPORT	45
VOTING SECURITIES AND PRINCIPAL HOLDERS	46
Security Ownership of Certain Beneficial Owners	46
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	47
General	47
Transactions with NCM LLC	47
Other Transactions	48
Review, Approval or Ratification of Transactions with Related Persons	49
CODE OF BUSINESS CONDUCT AND ETHICS	49
INSIDER TRADING POLICY	49
PROPOSALS OF STOCKHOLDERS	49
OTHER BUSINESS	50

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.