National CineMedia, Inc PRE 14A, filed Mar 8, 2022

National CineMedia, Inc. (NCMI)

PRE 14A 2022-03-08 For: 2022-03-07

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			Meeting Date:			May 4, 2022
			Meeting Time:			9:00 a.m. Eastern Time
			Location:			Hogan Lovells US LLP at 390 Madison Avenue New York, NY 10017
			Record Date:			March 7, 2022



PROXY SUMMARY			1
GENERAL INFORMATION			3
PROPOSAL NO. 1: ELECTION OF DIRECTORS			4
Board Composition			4
Business Experience of the Nominees			4
Vote Required			4
Recommendation			4
Independence of Our Board of Directors			5
Company Leadership Structure			5
Board’s Role in Risk Oversight			5
Compensation Risk Assessment			5
Meetings of Our Board of Directors and Standing Committees			5
STOCKHOLDER COMMUNICATIONS			5
COMPENSATION DISCUSSION AND ANALYSIS			6
Introduction			6
Executive Summary			6
Detailed Discussion & Analysis			6
Stockholder Say-on-Pay Vote			6
Adjusted OIBDA for Compensation Purposes, Adjusted Advertising Revenue and Free Cash Flow			6
Other Policies			7
COMPENSATION COMMITTEE REPORT			8
EXECUTIVE COMPENSATION TABLES			9
Fiscal 202 1 Summary Compensation Table			9
Fiscal 202 1 Grants of Plan-Based Awards			9
Outstanding Equity Awards at December 3 0 , 202 1			9
Stock Vested During Fiscal 202 1			9
Potential Payments Upon Termination or Change in Control			9
Employment Agreements			9
Non-Employee Director Compensation			9
Fiscal 202 1 Non-Employee Director Compensation			10
EQUITY COMPENSATION PLAN INFORMATION			11
PROPOSAL NO. 2: ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION			12
Vote Required			12
Recommendation			12
PROPOSAL NO. 3: ADOPTION OF CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES			13
Proposed Amendment			13
Capitalization			13
NCM LLC Common Units			13
Reasons for the Amendment			13
Rights of Authorized Shares			13
Possible Effects of the Amendment			13
Appraisal Rights			13
Vote Required			13
Recommendation			13


PROPOSAL NO. 4: APPROVAL OF INCREASE IN NUMBER OF SHARES AVAILABLE UNDER THE 2020 OMNIBUS INCENTIVE PLAN			14
Summary			14
Highlights of the 2020 Plan, as amended			14
Information Regarding Overhang and Dilution			14
Description of the 2020 Plan			14
Registration with the SEC			14
Vote Required			14
Recommendation			14
PROPOSAL NO. 5: RATIFICATION OF INDEPENDENT AUDITORS			15
Fees Paid to Independent Auditors			15
Pre-Approval Policies and Procedures			15
Vote Required			15
Recommendation			15
AUDIT COMMITTEE REPORT			16
VOTING SECURITIES AND PRINCIPAL HOLDERS			17
Beneficial Ownership			17
Share Ownership, Anti-Hedging, Anti-Pledging and Clawback Policies			17
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			17
General			17
Transactions with Founding Members			17
Other Transactions			17
Transactions with NCM LLC			17
Review, Approval or Ratification of Transactions with Related Persons			17
CODE OF BUSINESS CONDUCT AND ETHICS			17
DELINQUENT SECTION 16(a) REPORTS			17
PROPOSALS OF STOCKHOLDERS			17
OTHER BUSINESS			17


BOARD DIVERSITY MATRIX AS OF DECEMBER 30, 2021
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	6	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	6	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	1
Did Not Disclose Demographic Background	—


Audacy (formerly Entercom)						OutFront Media Inc.
Entravision Communications Corporation						The E.W. Scripps Company
IMAX Corp.						The Marcus Corporation
Lee Enterprises, Incorporated						Townsquare Media, Inc.
Lamar Advertising						Urban One, Inc. (formerly Radio One)
MSG Networks Inc.						World Wrestling Entertainment, Inc.


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


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


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 the offices of Hogan Lovells US LLP located at 390 Madison Avenue, New York, NY 10017, on May 4, 2022 at 9:00 a.m., Eastern Time.


What specific proposals will be considered and acted upon at NCM, Inc.’s Annual Meeting?


The specific proposals to be considered and acted upon at the Annual Meeting are:
Proposal No. 1 — To elect nine 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; Proposal No. 3 — To adopt the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares; Proposal No. 4 — To approve an increase in the number of shares available under the 2020 Omnibus Incentive Plan; and Proposal No. 5 — To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 29, 2022. 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.


What are the health and safety protocols in place for the Annual Meeting?


Proof of vaccination is required in order to attend the Annual Meeting. If you do not bring evidence of your vaccination status, you will not be admitted to the Annual Meeting. Attendees are also asked to adhere to social distancing and masking requirements, as applicable, while attending the meeting and may be required to certify that they are not experiencing any symptoms commonly associated with COVID-19. The meeting will also follow any more stringent health and safety protocols that are required by applicable law at the time of the meeting. To protect the health and safety of all attendees, we reserve the right to refuse entry or require removal of any person, including a shareholder, from the premises or Annual Meeting area should that person refuse to follow the safeguards described above or should they exhibit symptoms commonly associated with COVID-19. We request that anyone who exhibits these types of symptoms or has been in contact with someone that has exhibited such symptoms within 14 days of the Annual Meeting not attempt to attend the Annual Meeting.


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 30, 2021, which includes our audited consolidated financial statements.


What do I need to bring with me to attend the Annual Meeting?


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. As described above under the question “What are the health and safety protocols in place for the Annual Meeting?”, you will also be required to provide proof of vaccination.


x			Preliminary Proxy Statement


☐			Definitive Proxy Statement


☐			Definitive Additional Materials


☐			Soliciting Material Pursuant to §240.14a-12


Our Board of Directors has fixed the close of business on March 7, 2022 as the record date. We had 81,401,197 shares of our common stock outstanding as of the close of business on the record date, including unvested restricted common stock with voting rights.


Holders of our common stock are entitled to one vote for each share of common stock held as of the record date.


What is the difference between holding NCM, Inc.’s shares of common stock as a stockholder of record and a beneficial owner?


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.”
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.


If I am a stockholder of record of NCM, Inc. shares, how do I vote?


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.
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.


If I am a beneficial owner of shares held in “street name,” how do I vote?


Voting by Internet. You can vote over the Internet by following the instructions provided in the voting instruction form provided to you by your broker, bank or other nominee.
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.


What if I submit a proxy but I do not give specific voting instructions?


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, Thomas Lesinski and Maria Woods, who are officers of the Company, will vote your shares FOR the nine director nominees; FOR advisory approval of the Company’s executive compensation; FOR the adoption of the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares; FOR the approval of the increase in shares available under the 2020 Omnibus Incentive Plan; and FOR the ratification of the selection of Deloitte & Touche LLP as our independent auditors for our 2022 fiscal year, all as recommended by our Board of Directors and as presented in this proxy statement.
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.”


Which ballot measures are considered “routine” or “non-routine”?


We believe that the adoption of the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares (Proposal No. 3) and the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for fiscal 2022 (Proposal No. 5) are matters 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 Proposals No. 3 and No. 5. The election of directors (Proposal No. 1), the advisory approval of the Company’s executive compensation (Proposal No. 2) and the approval of an increase in the number of shares available under the 2020 Omnibus Incentive Plan (Proposal No. 4) are matters considered non-routine under applicable rules. A bank, broker or other nominee cannot vote without instructions on non-routine matters and may not vote without instructions on routine matters.


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.


What is the voting requirement to approve each of the proposals?


For Proposal No. 1, each director will be elected by a plurality of the votes cast. This means that the nine 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.
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 outstanding shares of our common stock. Approval of Proposal No. 4 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. 5 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.


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.


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. You can also change your vote by voting through one of the methods described above 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.


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 $8,500, 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.


What are the voting recommendations of our Board of Directors?


Our Board of Directors recommends a vote FOR each of Proposal Nos. 1, 2, 3, 4 and 5. Specifically, our Board of Directors recommends a vote:
FOR the election of each of David E. Glazek, Lawrence A. Goodman, Kurt C. Hall, Juliana F. Hill, Thomas F. Lesinski, Donna Reisman, Mark B. Segall, Renana Teperberg and Mark Zoradi to our Board of Directors; FOR the advisory approval of the Company’s executive compensation; FOR the adoption of the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares; FOR the approval for an increase in the number of shares available under the 2020 Omnibus Incentive Plan; and FOR the ratification of the selection of Deloitte & Touche LLP as our independent accountants for fiscal year 2022.