National CineMedia Inc

For the period ended Mar 28, 2024. Filed Mar 28, 2024.

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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 28, 2024 · Filed Mar 28, 2024

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

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DEF 14A 1 a2024annualproxy-definitive.htm DEF 14A

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))

x	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):

x	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

2024 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 21, 2024 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 9, 2024
Meeting Time:	9:30 a.m. Mountain Time
Location:	6300 S. Syracuse Way, Suite 300Centennial, CO 80111
Record Date:	March 21, 2024

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 December 28, 2023 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 nine 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 26, 2024;	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 28, 2024	Executive Vice President, General Counsel and Secretary

TABLE OF CONTENTS

PROXY SUMMARY	1
GENERAL INFORMATION	3
PROPOSAL NO. 1: ELECTION OF DIRECTORS	7
Board Composition	7
Business Experience of the Nominees	8
Vote Required	11
Recommendation	11
Independence of Our Board of Directors	11
Company Leadership Structure	11
Board’s Role in Risk Oversight	12
Compensation Risk Assessment	12
Meetings of Our Board of Directors and Standing Committees	12
STOCKHOLDER COMMUNICATIONS	16
COMPENSATION DISCUSSION AND ANALYSIS	17
Introduction	17
Executive Summary	17
Detailed Discussion & Analysis	20
Stockholder Say-on-Pay Vote	25
Adjusted Advertising Revenue for Compensation Purposes and Free Cash Flow	26
Other Policies	26
COMPENSATION COMMITTEE REPORT	28
EXECUTIVE COMPENSATION TABLES	29
Fiscal 2023 Summary Compensation Table	29
Fiscal 2023 Grants of Plan-Based Awards	30
Outstanding Equity Awards at December 28, 2023	31
Stock Vested During Fiscal 2023	32
Potential Payments Upon Termination or Change in Control	32
Employment Agreements	34
2023 Pay Versus Performance	35
Non-Employee Director Compensation	37
Fiscal 2023 Non-Employee Director Compensation	38
EQUITY COMPENSATION PLAN INFORMATION	40
PROPOSAL NO. 2: ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION	41
Vote Required	41
Recommendation	41
PROPOSAL NO. 3: RATIFICATION OF INDEPENDENT AUDITORS	42
Fees Paid to Independent Auditors	43
Pre-Approval Policies and Procedures	43
Vote Required	43
Recommendation	43
AUDIT COMMITTEE REPORT	44
VOTING SECURITIES AND PRINCIPAL HOLDERS	45
Beneficial Ownership	45
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	46
General	46
Transactions with ESA Parties	46

Other Transactions	51
Transactions with NCM LLC	51
Review, Approval or Ratification of Transactions with Related Persons	51
CODE OF BUSINESS CONDUCT AND ETHICS	52
PROPOSALS OF STOCKHOLDERS	52
OTHER BUSINESS	52

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.