Grundläggande statistik
| LEI | 7LJEQIVQVLNGS4X6T547 |
| CIK | 1377630 |
SEC Filings
SEC Filings (Chronological Order)
| May 12, 2026 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal First Quarter 2026 Revenue of $34.0 million and profitability within expectations Company implements operational transformation targeting $11.0 million in annualized cost savings Centennial, Colo. - May 12, 2026 - National CineMedia, Inc. (NASDAQ: NCMI) (the “Company” or “NCM”), the managing member of National CineMedia, LLC (NCM LLC |
|
| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 2, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, I |
|
| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 07, 2026 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission F |
|
| May 12, 2026 |
AMENDED AND RESTATED NATIONAL CINEMEDIA, INC. As amended March 26, 2026 AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. As amended March 26, 2026 MACROBUTTON DocID INDEX TO AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. Section Page ARTICLE I Offices 1 Section 1.01 Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II Stockholders 1 Section 2.01 Annual Meeting 1 Section 2.02 Special Meetings 1 Section 2.03 Place of Meeting 1 Section 2.04 Noti |
|
| March 27, 2026 |
Annual Report 2025DEAR FELLOW STOCKHOLDERS, 2025 was a year of meaningful execution. |
|
| March 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2026 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission |
|
| March 27, 2026 |
AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. (A DELAWARE CORPORATION) Adopted effective March 26, 2026 This Amendment (the “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of National CineMedia, Inc., a Delaware corporation (the “Corporation”), is made pursuant to Section 7.08 of the Bylaws and Article XI of the Amended and Restated Certificate of Incorpor |
|
| March 27, 2026 |
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 State |
|
| March 27, 2026 |
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 State |
|
| February 27, 2026 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Fourth Quarter and Full Year 2025 Fourth quarter operating income increases year over year and fourth quarter adjusted OIBDA exceeds guidance Fourth quarter revenue growth of 8% outpaced attendance as NCM attracted greater advertiser demand Centennial, Colo. - February 26, 2026 - National CineMedia, Inc. (NASDAQ: NCMI) (the “Company” |
|
| February 27, 2026 |
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): February 26, 2026 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commi |
|
| February 26, 2026 |
Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Maria V. Woods, Ronnie Y. Ng, and Thomas F. Lesinski, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign National Cine |
|
| February 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K b UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 1, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, INC. |
|
| February 26, 2026 |
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT* NATIONAL CINEMEDIA, LLC Exhibit 10.1 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT* OF NATIONAL CINEMEDIA, LLC *Conformed to include: • First Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement, dated March 16, 2009 (“Amendment No. 1”), • Second Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement, dated August 6, 2010 ( |
|
| February 26, 2026 |
AMENDED AND RESTATED NATIONAL CINEMEDIA, INC. As amended February 1, 2024 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. As amended February 1, 2024 INDEX TO AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. Section Page ARTICLE I Offices 1 Section 1.01 Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II Stockholders 1 Section 2.01 Annual Meeting 1 Section 2.02 Special Meetings 1 Section 2.03 Place of Meeting 1 Section 2.04 Notice o |
|
| February 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| February 26, 2026 |
Exhibit 10.26.5 NATIONAL CINEMEDIA, INC. 2020 OMNIBUS INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AGREEMENT The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an award of Time-Based Restricted Stock Units under the National CineMedia, Inc. 2020 Omnibus Incentive Plan (the “Plan”), to the Grantee named below. This Ti |
|
| February 26, 2026 |
ATIONAL CINEMEDIA, INC. NATIONAL CINEMEDIA, LLC INSIDER TRADING POLICY February 12, 2026 Exhibit 19.1 ATIONAL CINEMEDIA, INC. NATIONAL CINEMEDIA, LLC INSIDER TRADING POLICY Purpose The purpose of this Insider Trading Policy (the “Policy”) is to assure compliance with laws prohibiting “insider trading,” to help protect National CineMedia, Inc. and National CineMedia, LLC and their employees from serious liability and penalties that can result from violation of such la |
|
| February 26, 2026 |
SUBSIDIARIES OF NATIONAL CINEMEDIA, INC. Exhibit 21.1 SUBSIDIARIES OF NATIONAL CINEMEDIA, INC. National CineMedia, LLC, a Delaware limited liability company NCMI II, LLC, a Delaware limited liability company NCM Blocker Sub 2, LLC, a Delaware limited liability company NCM Investments DS, LLC Spotlight Cinema Networks, LLC, a Texas limited liability company Storming Images North America, LLC, a Texas limited liability company |
|
| February 26, 2026 |
Exhibit 10.26.6 NATIONAL CINEMEDIA, INC. 2020 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT Performance Period: The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an award of Performance-Based Restricted Stock Units under the National CineMedia, Inc. 2020 Omnibus Incentive Plan (the “Plan”), t |
|
| February 26, 2026 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Fourth Quarter and Full Year 2025 Fourth quarter operating income increases year over year and fourth quarter adjusted OIBDA exceeds guidance Fourth quarter revenue growth of 8% outpaced attendance as NCM attracted greater advertiser demand Centennial, Colo. - February 26, 2026 - National CineMedia, Inc. (NASDAQ: NCMI) (the “Company” |
|
| February 26, 2026 |
DESCRIPTION OF NATIONAL CINEMEDIA, INC.'S SECURITIES Exhibit 4.1 DESCRIPTION OF NATIONAL CINEMEDIA, INC.'S SECURITIES The following is a description of National CineMedia, Inc.’s (the “Company,” “we,” “us” or “our”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of such securities, refer to the Company’s Se |
|
| December 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| December 23, 2025 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between National CineMedia, Inc. |
|
| December 23, 2025 |
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between National CineMedia, Inc. |
|
| November 17, 2025 |
National CineMedia, Inc. Announces Strategic Acquisition of Spotlight Cinema Networks to Enhance Advertising Network and Expand Reach Among Luxury Audiences Acquisition increases NCM’s national market share by approximately 6% and expands theater presence in the critical New York and Los Angeles markets by 30% Centennial, Colo. - November 17, 2025 - National CineMedia, Inc. (NASDAQ: NCMI) (the “Co |
|
| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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 17, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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 13, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| October 30, 2025 |
Execution Version CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. |
|
| October 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 25, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMED |
|
| October 30, 2025 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2025 Third quarter national advertising revenue per attendee at highest level in last five years Profitability increases, driven by higher inventory utilization Centennial, Colo. - October 30, 2025 - National CineMedia, Inc. (NASDAQ: NCMI) (the “Company” or “NCM”), the managing member of National CineMedia, LLC (NCM LLC |
|
| October 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commissi |
|
| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commissi |
|
| October 3, 2025 |
144 0002023508 XXXXXXXX LIVE 0001377630 NATIONAL CINEMEDIA, INC. 001-33296 6300 S. Syracuse Way, Suite 300 Centennial CO 80111 3037923600 Catherine Sullivan Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 734 3156.20 93710120 10/03/2025 NASDAQ Common 09/30/2025 Restricted Stock Units Issuer N 734 09/30/2025 N/A N CATHERINE SU |
|
| September 30, 2025 |
X0101 EFFECT 33 LIVE 2025-09-30 17:00:00 S-3 0001377630 National CineMedia, Inc. 333-289259 |
|
| September 30, 2025 |
National CineMedia, Inc. 6300 S. Syracuse Way, Suite 300 Centennial, Colorado 80111 Phone (303) 792-3600 September 30, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: National CineMedia, Inc. Registration Statement on Form S-3 (File No. 333-289259) Request for Acceleration of Effective Date Ladies and Gentlemen: P |
|
| September 29, 2025 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) National CineMedia, Inc. |
|
| September 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commis |
|
| September 29, 2025 |
As filed with the United States Securities and Exchange Commission on September 29, 2025 As filed with the United States Securities and Exchange Commission on September 29, 2025 Registration No. |
|
| September 26, 2025 |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Jeremy Gibb and Laura Anne Kenwick, or any of them signing singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of National CineMedia, Inc. |
|
| September 26, 2025 |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Jeremy Gibb and Laura Anne Kenwick, or any of them signing singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of National CineMedia, Inc. |
|
| September 26, 2025 |
144 0001882162 XXXXXXXX LIVE 0001377630 National CineMedia, Inc. 001-33296 6300 S. Syracuse Way, Suite 300 Centennial CO 80111 (303)-792-3600 Ng, Ronnie Y. Officer Common Stock Morgan Stanley Smith Barney LLC 1 New York Plaza 8th Floor New York NY 10004 22000 104500 93718031 09/30/2025 NASDAQ Common Stock 09/30/2025 Restricted Stock Unit Vesting Issuer N 38750 09/30/2025 Compensation* N Ronnie Y. |
|
| September 26, 2025 |
144 0001629303 XXXXXXXX LIVE 0001377630 National CineMedia, Inc. 001-33296 6300 S. Syracuse Way, Suite 300 Centennial CO 80111 (303)-792-3600 Lesinski, Thomas F. Officer Director Common Stock Morgan Stanley Smith Barney LLC 1 New York Plaza 8th Floor New York NY 10004 42000 199500 93718031 09/30/2025 NASDAQ Common Stock 09/30/2025 Restricted Stock Unit Vesting Issuer N 77500 09/30/2025 Compensatio |
|
| September 26, 2025 |
144 0002023508 XXXXXXXX LIVE 0001377630 National CineMedia, Inc. 001-33296 6300 S. Syracuse Way, Suite 300 Centennial CO 80111 (303)-792-3600 Sullivan, Catherine A. Officer Common Stock Morgan Stanley Smith Barney LLC 1 New York Plaza 8th Floor New York NY 10004 3000 14250 93718031 09/30/2025 NASDAQ Common Stock 09/30/2025 Restricted Stock Unit Vesting Issuer N 4771 09/30/2025 Compensation* N Cath |
|
| September 26, 2025 |
144 0001881162 XXXXXXXX LIVE 0001377630 National CineMedia, Inc. 001-33296 6300 S. Syracuse Way, Suite 300 Centennial CO 80111 (303)-792-3600 Woods, Maria VG. Officer Common Stock Morgan Stanley Smith Barney LLC 1 New York Plaza 8th Floor New York NY 10004 12000 57000 93718031 09/30/2025 NASDAQ Common Stock 09/30/2025 Restricted Stock Unit Vesting Issuer N 19375 09/30/2025 Compensation* N Maria VG |
|
| September 26, 2025 |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Maria Woods, Ronnie Ng, Jeremy Gibb and Laura Anne Kenwick, or any of them signing singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of National CineMedia, Inc. |
|
| September 26, 2025 |
POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Jeremy Gibb and Laura Anne Kenwick, or any of them signing singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of National CineMedia, Inc. |
|
| September 25, 2025 |
144 0001629303 XXXXXXXX LIVE 0001377630 National CineMedia, Inc 001-33296 6300 S. Syracuse Way, Suite 300 Centennial CO 80111 3037923600 Thomas Lesinski Officer Director Common J.P. Morgan Securities LLC 390 Madison Avenue 6th Floor New York NY 10017 30971 146493 174065873 09/25/2025 Nasdaq Common 08/04/2022 PSU Vest Issuer N 28818 08/04/2022 NA Common 02/24/2020 Compensation Issuer N 1833 02/24/2 |
|
| September 17, 2025 |
144 0001881162 XXXXXXXX LIVE 0001377630 NATIONAL CINEMEDIA, INC. 001-33296 6300 S. Syracuse Way, Suite 300 Centennial CO 80111 3037923600 MARIA WOODS Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 2584 12635.76 93710120 09/17/2025 NASDAQ Common 06/30/2025 Restricted Stock Units Issuer N 2584 06/30/2025 N/A N MARIA VG WOODS 6 |
|
| August 15, 2025 |
August 15, 2025 Thomas F. Lesinski Chief Executive Officer and Director National CineMedia, Inc. 6300 S. Syracuse Way, Suite 300 Centennial, Colorado 80111 Re: National CineMedia, Inc. Registration Statement on Form S-3 Filed August 5, 2025 File No. 333-289259 Dear Thomas F. Lesinski: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to R |
|
| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, I |
|
| August 5, 2025 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) National CineMedia, Inc. |
|
| August 5, 2025 |
Form of Indenture relating to Debt Securities. Exhibit 4.5 INDENTURE DATED AS OF , 20 BETWEEN NATIONAL CINEMEDIA, INC. as Issuer, AND as Trustee Providing for Issuance of Debt Securities in Series TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 6 Section 1.03 Form of Documents Delivered to Trustee 6 Section 1.04 Acts of |
|
| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commissio |
|
| August 5, 2025 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Second Quarter 2025 Reaffirms commitment to shareholder returns with quarterly dividend of $0.03 per share Third quarter sales commitments pacing ahead of Q3 2024 Centennial, Colo. - August 5, 2025 - National CineMedia, Inc. (NASDAQ: NCMI) (the “Company” or “NCM”), the managing member of National CineMedia, LLC (NCM LLC), the operato |
|
| August 5, 2025 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities |
|
| August 5, 2025 |
As filed with the United States Securities and Exchange Commission on August 5, 2025 As filed with the United States Securities and Exchange Commission on August 5, 2025 Registration No. |
|
| May 6, 2025 |
Execution Version Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED SECOND AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT BETWEEN NATIONAL CINEMEDIA, LLC AND AMC (AS DEFINED HEREIN) AMENDED AND RESTATED AS |
|
| May 6, 2025 |
The Bylaw, as amended March 17, 2025. Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. As amended February 1, 2024 MACROBUTTON DocID INDEX TO AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. Section Page ARTICLE I Offices 1 Section 1.01 Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II Stockholders 1 Section 2.01 Annual Meeting 1 Section 2.02 Special Meetings 1 Section 2.03 Place of Meeting 1 Sec |
|
| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, |
|
| May 6, 2025 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal First Quarter 2025 Revenue of $34.9 million meets guidance range New long-term agreement with AMC Theaters to further enhance value of NCM advertising platform Centennial, Colo. - May 6, 2025 - National CineMedia, Inc. (NASDAQ: NCMI) (the “Company” or “NCM”), the managing member of National CineMedia, LLC (NCM LLC), the operator of t |
|
| May 6, 2025 |
Execution Version Exhibit 10.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED JOINT VENTURE TERMINATION AND SETTLEMENT AGREEMENT This Joint Venture Termination and Settlement Agreement (this “Agreement”) is entered into |
|
| May 6, 2025 |
Execution Version Exhibit 10.2 AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of March 10, 2025, by and between NATIONAL CINEMEDIA, LLC (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION (the “Bank”), under that certain Loan and Security Agreement, dated as of January 24, 2025 (as amended, restated, supplemented or |
|
| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 01, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission F |
|
| April 23, 2025 |
FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission |
|
| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission |
|
| March 21, 2025 |
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 State |
|
| March 21, 2025 |
b UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, INC. (E |
|
| March 21, 2025 |
Amendment to the Company's Amended and Restated Bylaws, dated March 17, 2025. AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. (A DELAWARE CORPORATION) Adopted effective March 17, 2025 This Amendment (the “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of National CineMedia, Inc., a Delaware corporation (the “Corporation”), is made pursuant to Section 7.08 of the Bylaws and Article XI of the Amended and Restated Certificate of Incorpor |
|
| March 21, 2025 |
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 State |
|
| March 13, 2025 |
Exhibit 99.2 NCM Unveils Strategic Growth Opportunities for Long-Term Shareholder Value Creation at 2025 Investor Day Reintroduces annual dividend of $0.12 per share Provides plans to accelerate advertising growth through investment in technology and talent Centennial, CO - March 13, 2025 - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of approxima |
|
| March 13, 2025 |
Forward-Looking Statements The following presentations contain various forward-looking statements that reflect management’s current expectations or beliefs regarding future events, including statements regarding the Company’s anticipated future financial performance. |
|
| March 13, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission |
|
| March 6, 2025 |
January 30, 2025 Exhibit 19.1 NATIONAL CINEMEDIA, INC. NATIONAL CINEMEDIA, LLC INSIDER TRADING POLICY Purpose The purpose of this Insider Trading Policy (the “Policy”) is to assure compliance with laws prohibiting “insider trading,” to help protect National CineMedia, Inc. and National CineMedia, LLC and their employees from serious liability and penalties that can result from violation of such la |
|
| March 6, 2025 |
Exhibit 21.1 SUBSIDIARIES OF NATIONAL CINEMEDIA, INC. National CineMedia, LLC, a Delaware limited liability company NCMI II, LLC, a Delaware limited liability company NCM Blocker Parent, LLC, a Delaware limited liability company NCM Blocker Sub 1, LLC, a Delaware limited liability company NCM Blocker Sub 2, LLC, a Delaware limited liability company |
|
| March 6, 2025 |
Form of Restricted Stock Unit Agreement (Performance Based).+ Exhibit 10.26.6 NATIONAL CINEMEDIA, INC. 2020 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT Performance Period: The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an award of Performance-Based Restricted Stock Units under the National CineMedia, Inc. 2020 Omnibus Incentive Plan (the “Plan”), t |
|
| March 6, 2025 |
Description of the Registrant’s Securities Exhibit 4.1 DESCRIPTION OF NATIONAL CINEMEDIA, INC.'S SECURITIES The following is a description of National CineMedia, Inc.’s (the “Company,” “we,” “us” or “our”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of such securities, refer to the Company’s Se |
|
| March 6, 2025 |
Powers of Attorney of National CineMedia, Inc. Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Maria V. Woods, Ronnie Y. Ng, and Thomas F. Lesinski, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign National Cine |
|
| March 6, 2025 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Fourth Quarter and Full Year 2024 Revenue of $86.3 million marks fifth consecutive quarter exceeding guidance Centennial, Colo. - March 6, 2025 - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of approximately 100% of National CineMedia, LLC (NCM LLC), the operator of the largest cinem |
|
| March 6, 2025 |
Exhibit 10.1 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT* OF NATIONAL CINEMEDIA, LLC *Conformed to include: • First Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement, dated March 16, 2009 (“Amendment No. 1”), • Second Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement, dated August 6, 2010 ( |
|
| March 6, 2025 |
The Bylaws, as amended February 1, 2024. Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. As amended February 1, 2024 INDEX TO AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. Section Page ARTICLE I Offices 1 Section 1.01 Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II Stockholders 1 Section 2.01 Annual Meeting 1 Section 2.02 Special Meetings 1 Section 2.03 Place of Meeting 1 Section 2.04 Notice o |
|
| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K b UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, INC |
|
| March 6, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 06, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission |
|
| March 6, 2025 |
Form of Restricted Stock Unit Agreement (Time Based).+ Exhibit 10.26.5 NATIONAL CINEMEDIA, INC. 2020 OMNIBUS INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AGREEMENT The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an award of Time-Based Restricted Stock Units under the National CineMedia, Inc. 2020 Omnibus Incentive Plan (the “Plan”), to the Grantee named below. This Ti |
|
| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commissi |
|
| January 27, 2025 |
U.S. $45,000,000 LOAN AND SECURITY AGREEMENT dated as of January 24, 2025 among U.S. BANK NATIONAL ASSOCIATION, as Bank, NATIONAL CINEMEDIA, LLC, as Borrower and THE OTHER PARTIES HERETO THAT ARE DESIGNATED AS CREDIT PARTIES Table of Contents (continued) Page 1. DEFINITIONS. 1 1.1 Defined Terms 1 1.2 Terms Generally 34 1.3 Accounting Terms; GAAP 35 1.4 Divisions 36 1.5 Letter of Credit Amounts 36 |
|
| November 20, 2024 |
AMENDED AND RESTATED JOINT FILING AGREEMENT EX-99.3 2 d864305dex993.htm EX-99.3 Exhibit 3 CUSIP No. 635309206 AMENDED AND RESTATED JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange |
|
| November 20, 2024 |
NCMI / National CineMedia, Inc. / Blantyre Capital Ltd - SC 13D/A Activist Investment SC 13D/A 1 d864305dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 635309206 (CUSIP Number) Katrina West 52 Jermyn Street London SW1Y 6LX United Kingdom Tel No.: (44) 20 7534 04 |
|
| November 14, 2024 |
NCMI / National CineMedia, Inc. / HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC Passive Investment SC 13G 1 hotchkiswiley-ncmi093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* National CineMedia, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 635309206 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check |
|
| November 8, 2024 |
NCMI / National CineMedia, Inc. / BlackRock, Inc. Passive Investment SC 13G 1 us6353092066110824.txt us6353092066110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) NATIONAL CINEMEDIA INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 635309206 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
|
| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMED |
|
| November 5, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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 05, 2024 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| November 5, 2024 |
Employment Agreement, dated September 5, 2024 between National CineMedia, Inc. and Ronnie Ng. AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between National CineMedia, Inc. |
|
| November 5, 2024 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2024 Exceeds guidance with revenue of $62.4 million Scatter revenue up 35% year-over-year Centennial, CO - November 5, 2024 - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of approximately 100% of National CineMedia, LLC (NCM LLC), the operator of the largest cinema adve |
|
| October 24, 2024 |
NCMI / National CineMedia, Inc. / BlackRock, Inc. Passive Investment SC 13G 1 us6353092066102424.txt us6353092066102424.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) NATIONAL CINEMEDIA INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 635309206 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
|
| September 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 05, 2024 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commis |
|
| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, I |
|
| August 5, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2024 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commissio |
|
| August 5, 2024 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Second Quarter 2024 Revenue of $54.7 million exceeds guidance Advertising revenue per attendee reaches $0.56, surpassing 2019 levels National advertising revenue per attendee up 37% year-over-year Centennial, CO - August 5, 2024 - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of appro |
|
| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 17, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizatio |
|
| May 15, 2024 |
Exhibit 99.1 National CineMedia Appoints Catherine Sullivan as President of Sales, Marketing, and Partnerships Veteran executive joins NCM to lead development and execution of go-to-market strategy to propel next stage of growth across NCM's premium video advertising platform NEW YORK – May 15, 2024 – National CineMedia (NASDAQ: NCMI) (“the Company” or “NCM”), the largest cinema advertising platfo |
|
| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 15, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizatio |
|
| May 15, 2024 |
Employment Agreement dated May 15, 2024 between National CineMedia, Inc. and Catherine Sullivan. Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and between National CineMedia, Inc. (the “Company” or “Employer”), and Catherine Sullivan (“Executive”, and together with the Company or Employer, the “Parties”), is entered into as of May 15, 2024 (the “Execution Date”). In consideration of the covenants and agreements contained herein, the Parties agree as follows: |
|
| May 9, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2024 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 |
|
| May 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 6, 2024 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 |
|
| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, |
|
| May 6, 2024 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal First Quarter 2024 Total revenue per attendee up 26% year-over-year Upfront revenue up 16% and scatter revenue doubled year-over-year Centennial, CO - May 6, 2024 - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of 100.0% of National CineMedia, LLC (NCM LLC), the operator of the larges |
|
| March 28, 2024 |
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 State |
|
| March 28, 2024 |
DEAR FELLOW STOCKHOLDERS, This past year demonstrated the enduring appeal of cinema and the resilience of NCM to our advertising partners and moviegoing audiences. |
|
| March 28, 2024 |
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 State |
|
| March 22, 2024 |
Letter of Deloitte & Touche LLP dated as of March 22, 2024 Exhibit 16.1 March 22, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of National CineMedia, Inc.'s Form 8-K dated March 22, 2024, and have the following comments: 1.We agree with the statements made in the fourth to sixth paragraphs. 2.We have no basis on which to agree or disagree with the statements made in the fir |
|
| March 22, 2024 |
NCMI / National CineMedia, Inc. / Standard General L.P. - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 schedule13ga.htm AMENDMENT NO. 1 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 635309107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
|
| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat |
|
| March 18, 2024 |
SIXTH AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NATIONAL CINEMEDIA, LLC This Sixth Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement (this “Amendment”) of National CineMedia, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of [], 2024, by and among each of the parties h |
|
| March 18, 2024 |
Incentive Compensation Recoupment Policy Exhibit 97.1 National CineMedia, Inc. Incentive Compensation Recovery Policy The Compensation Committee (the “Committee”) of National CineMedia, Inc. (the “Company”) is adopting this Incentive Compensation Recovery Policy (this “Policy”) to provide for the recovery of certain incentive compensation in the event of an Accounting Restatement to align with the highest standards of honest and ethical |
|
| March 18, 2024 |
Exhibit 21.1 SUBSIDIARIES OF NATIONAL CINEMEDIA, INC. National CineMedia, LLC, a Delaware limited liability company NCMI II, LLC, a Delaware limited liability company NCM Blocker Parent, LLC, a Delaware limited liability company NCM Blocker Sub 1, LLC, a Delaware limited liability company NCM Blocker Sub 2, LLC, a Delaware limited liability company |
|
| March 18, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) National CineMedia, Inc. |
|
| March 18, 2024 |
Powers of Attorney of National CineMedia, Inc.* Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities |
|
| March 18, 2024 |
National CineMedia, Inc. Announces New $100 Million Share Repurchase Program National CineMedia, Inc. Announces New $100 Million Share Repurchase Program Centennial, CO - (BUSINESS WIRE)-Mar. 18, 2024-National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member of National CineMedia, LLC (“NCM LLC”), the operator of the largest cinema advertising platform in the U.S., today announced that its Board of Directors has approved a new share repurchase p |
|
| March 18, 2024 |
Calculation of Filing Fee Table Form S-3MEF (Form Type) National CineMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form T |
|
| March 18, 2024 |
As filed with the United States Securities and Exchange Commission on March 18, 2024 As filed with the United States Securities and Exchange Commission on March 18, 2024 Registration No. |
|
| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat |
|
| March 18, 2024 |
Powers of Attorney of National CineMedia, Inc. Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities |
|
| March 18, 2024 |
Description of the Registrant’s Securities Exhibit 4.1 DESCRIPTION OF NATIONAL CINEMEDIA, INC.’S SECURITIES The following is a description of National CineMedia, Inc.’s (the “Company,” “we,” “us” or “our”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of such securities, refer to the Company’s Se |
|
| March 18, 2024 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Fourth Quarter and Full Year 2023 Fourth quarter revenue per attendee reaches record high Fourth quarter adjusted OIBDA significantly exceeds guidance Announces $100 million share repurchase program Centennial, CO - (BUSINESS WIRE)-Mar. 18, 2024-National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member of |
|
| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat |
|
| March 18, 2024 |
The Bylaws, as amended February 2, 2024 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. As amended February 1, 2024 INDEX TO AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. Section Page ARTICLE I Offices 1 Section 1.01 Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II Stockholder 1 Section 2.01 Annual Meeting 1 Section 2.02 Special Meetings 1 Section 2.03 Place of Meeting 1 Section 2.04 Notice of |
|
| March 18, 2024 |
As filed with the Securities and Exchange Commission on March 18, 2024 As filed with the Securities and Exchange Commission on March 18, 2024 Registration No. |
|
| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, INC. |
|
| March 18, 2024 |
Exhibit 10.1 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT* OF NATIONAL CINEMEDIA, LLC *Conformed to include: •First Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement, dated March 16, 2009 (“Amendment No. 1”), •Second Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement, dated August 6, 2010 (“A |
|
| March 18, 2024 |
Exhibit 10.17.1 First Amendment to the Employment Agreement WHEREAS, National CineMedia, Inc. (the “Company”) and Ronnie Ng (“Executive”) entered into an Employment Agreement, dated August 25, 2021 (the “Employment Agreement”); and WHEREAS, the Company and Executive desire to amend the Employment Agreement on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual |
|
| March 18, 2024 |
Powers of Attorney of National CineMedia, Inc. Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Maria V. Woods, Ronnie Y. Ng, and Thomas F. Lesinski, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign National Cine |
|
| February 2, 2024 |
Form of Restricted Stock Unit Agreement (Time Based) - Emergence Grants NATIONAL CINEMEDIA, INC. 2020 OMNIBUS INCENTIVE PLAN 2023 CHAPTER 11 EMERGENCE GRANT TIME-BASED RESTRICTED STOCK UNIT AGREEMENT The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an award of Time-Based Restricted Stock Units under the National CineMedia, Inc. 2020 Omnibus Incentive Plan (the “Plan”), to the Grantee name |
|
| February 2, 2024 |
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 Organ |
|
| February 2, 2024 |
Form of Restricted Stock Unit Agreement (Performance Based) - Emergence Grants NATIONAL CINEMEDIA, INC. 2020 OMNIBUS INCENTIVE PLAN 2023 CHAPTER 11 EMERGENCE GRANT PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT Performance Period: Grant Date- Fiscal Year 2026 The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an award of Performance-Based Restricted Stock Units under the National CineMedia, Inc |
|
| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 1, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiz |
|
| February 2, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. (A DELAWARE CORPORATION) Adopted effective February 1, 2024 This Amendment (the “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of National CineMedia, Inc., a Delaware corporation (the “Corporation”), is made pursuant to Section 7.08 of the Bylaws and Article XI of the Amended and Restated Certifica |
|
| November 7, 2023 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2023 Third quarter revenue increased 27.7%; total attendance up 23.5% year-over-year to 131.7 million Centennial, CO - (BUSINESS WIRE)-Nov. 7, 2023-National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member of National CineMedia, LLC (“NCM LLC”), the operator of the largest cinema advertising |
|
| November 7, 2023 |
Exhibit 10.1 AMENDMENT NO. 2 TO 2020 OMNIBUS INCENTIVE PLAN OF NATIONAL CINEMEDIA, INC. The 2020 Omnibus Incentive Plan of National CineMedia, Inc. (the “2020 Omnibus Incentive Plan”) is hereby amended as follows: 1. Section 4(a)(i)(A) is hereby deleted in its entirety and the following is inserted in lieu thereof: “13,500,000 shares of Common Stock; and” Except as set forth above, the remainder o |
|
| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 Organiz |
|
| November 7, 2023 |
Second Amended and Restated Certificate of Incorporation Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NATIONAL CINEMEDIA, INC. (as amended through August 3, 2023) ARTICLE I NAME The name of the Corporation is National CineMedia, Inc. ARTICLE II REGISTERED ADDRESS, AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 1980 |
|
| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEM |
|
| November 7, 2023 |
Exhibit 3.3 ELIMINATION OF CERTIFICATE OF DESIGNATION OF SERIES A NON-CONVERTIBLE PREFERRED STOCK OF NATIONAL CINEMEDIA, INC. The undersigned, Ronnie Y. Ng, being the Chief Financial Officer of National CineMedia, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify that, pursuant to the authority contained in the Company’s Second |
|
| October 24, 2023 |
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 State |
|
| October 23, 2023 |
NATIONAL CINEMEDIA, LLC Q2 2023 QUARTERLY REPORT as of June 29, 2023 TABLE OF CONTENTS NATIONAL CINEMEDIA, LLC Q2 2023 QUARTERLY REPORT as of June 29, 2023 TABLE OF CONTENTS Page Financial Statements 1 Unaudited Balance Sheets 1 Unaudited Statements of Operations 2 Unaudited Statements of Cash Flows 3 Unaudited Statements of Members' Equity/(Deficit) 5 Notes to Unaudited Financial Statements 6 Financial Statements NATIONAL CINEMEDIA, LLC BALANCE SHEETS DEBTOR-IN-POSSESSION (In millions) (UNAUDITED) As of June 29, 2023 December 29, 2022 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 55. |
|
| October 23, 2023 |
Financial Statements and Exhibits 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): August 7, 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 Organiz |
|
| October 23, 2023 |
Unaudited Combined Pro Forma Financial Statements Exhibit 99.2 Unaudited Combined Pro Forma Financial Statements On April 11, 2023 (the “Petition Date”), National CineMedia, LLC (“NCM LLC”) filed a voluntary petition for reorganization with a prearranged Chapter 11 plan under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). NCM LLC’s case was administered under the ca |
|
| September 28, 2023 |
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 State |
|
| September 18, 2023 |
DEAR FELLOW STOCKHOLDERS: This past year demonstrated the amazing resiliency of cinema, our advertising partners, our moviegoing audiences and NCM. |
|
| September 18, 2023 |
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 State |
|
| September 18, 2023 |
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 State |
|
| August 24, 2023 |
NCMI / National Cinemedia Inc / Cinemark Holdings, Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
|
| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 23, 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 Organiza |
|
| August 16, 2023 |
EX-99.1 2 d541693dex991.htm EX-99.1 CUSIP No. 635309206 Exhibit 1 JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This ag |
|
| August 16, 2023 |
NCMI / National Cinemedia Inc / Blantyre Capital Ltd - SC 13D Activist Investment SC 13D 1 d541693dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 635309206 (CUSIP Number) Katrina West 52 Jermyn Street London SW1Y 6LX United Kingdom Tel No.: (44) 20 7534 0474 (Name, |
|
| August 16, 2023 |
EX-99.2 3 d541693dex992.htm EX-99.2 CUSIP No. 635309206 Exhibit 2 Director Designation Agreement, incorporated by reference from the Issuer’s Current Report on Form 8-K filed August 7, 2023 |
|
| August 7, 2023 |
Exhibit 10.2 FIFTH AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NATIONAL CINEMEDIA, LLC This Fifth Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement (this “Amendment”) of National CineMedia, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 7, 2023, by and among ea |
|
| August 7, 2023 |
Exhibit 99.1 National CineMedia Successfully Completes Financial Restructuring and Announces New Board of Directors Company Substantially Strengthens Capital Structure, Poised to Seize Opportunities with Financial Flexibility New Directors Bring Experience and Expertise in Advertising, Finance, Digital, Media, and Technology Leading Cinema Advertising Platform Positioned for Growth and Success CEN |
|
| August 7, 2023 |
Certificate of Designation Series B Preferred Stock, dated August 7, 2023. Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES B NON-CONVERTIBLE PREFERRED STOCK OF NATIONAL CINEMEDIA, INC. Pursuant to Section 151 of the Delaware General Corporation Law (the “DGCL”), National Cinemedia, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 103 of the DGCL does hereby submit the followi |
|
| August 7, 2023 |
Exhibit 10.1 LOAN, SECURITY AND GUARANTEE AGREEMENT Dated as of August 7, 2023 NATIONAL CINEMEDIA, LLC, and CERTAIN OTHER PERSONS FROM TIME TO TIME DESIGNATED AS A BORROWER HEREUNDER, as Borrowers, CERTAIN OTHER PERSONS FROM TIME TO TIME DESIGNATED AS A GUARANTOR HEREUNDER, as Guarantors, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, CIT NORTHBRIDGE CREDIT LLC, as Agent, and CIT NORTHBRIDGE CREDIT L |
|
| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 7, 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 Organizat |
|
| August 7, 2023 |
Exhibit 10.3 DIRECTOR DESIGNATION AGREEMENT THIS DIRECTOR DESIGNATION AGREEMENT dated as of August 7, 2023 (this “Agreement”), is among National CineMedia, Inc., a Delaware corporation (“NCM Inc.”), and the members of the designating committee (the “Consenting Creditor Designation Committee”) set forth on Exhibit A, as such exhibit shall be amended from time to time (each, in such capacity, a “Com |
|
| August 3, 2023 |
Exhibit 99.1 National CineMedia, Inc. Announces Reverse Stock Split Effective Open of Business on August 4, 2023 Reverse Stock Split Fulfills Obligations Under Restructuring Support Agreement and NCMI 9019 Settlement CENTENNIAL, Colo.- August 3, 2023 – National CineMedia, Inc. (Nasdaq: NCMI) (“the Company”), the managing member and owner of National CineMedia, LLC (“NCM LLC”), the operator of the |
|
| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 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 Organizat |
|
| August 3, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF NATIONAL CINEMEDIA, INC. National CineMedia, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows: FIRST: That, the Board of Directors of the Company duly adopted resolutions in accordance with Sections 14 |
|
| August 1, 2023 |
Joint Venture Termination and Settlement Agreement, dated June 3, 2023. Exhibit 10.6 JOINT VENTURE TERMINATION AND SETTLEMENT AGREEMENT This Joint Venture Termination and Settlement Agreement (this “Agreement”) is entered into as of the Execution Date (as defined below), by and between Regal CineMedia Holdings, LLC (“Regal CineMedia Holdings”), Regal Cinemas, Inc. (“Regal Cinemas”), and Regal CineMedia Corporation (“Regal CineMedia Corporation” and together with Regal |
|
| August 1, 2023 |
Exhibit 10.5 NOTE: CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. NETWORK AFFILIATE TRANSACTION AGREEMENT This Network Affiliate Transaction Agreement (“Agreement”) dated as of Execution Date (as defined below), by and |
|
| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEMEDIA, |
|
| July 25, 2023 |
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 State |
|
| July 25, 2023 |
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 State |
|
| July 21, 2023 |
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 State |
|
| July 5, 2023 |
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 State |
|
| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 27, 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 Organizati |
|
| June 28, 2023 |
Nominee Agreement Order, dated June 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION Exhibit 10. |
|
| June 28, 2023 |
Certificate of Designation Series A Preferred Stock, dated June 2 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A NON-CONVERTIBLE PREFERRED STOCK OF NATIONAL CINEMEDIA, INC. Pursuant to Section 151 of the Delaware General Corporation Law (the “DGCL”), National CineMedia, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 103 of the DGCL does hereby submit the followi |
|
| June 27, 2023 |
ncm-confirmationorderpos Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: NATIONAL CINEMEDIA, LLC,1 Debtor. x : : : : : : : x Chapter 11 Case No. 23-90291 (DRJ) FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER (I) APPROVING THE DEBTOR’S DISCLOSURE STATEMENT ON A FINAL BASIS AND (II) CONFIRMING THE MODIFIED FIRST AMENDED CHAPTER 11 PLAN OF |
|
| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 27, 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 Organizati |
|
| June 27, 2023 |
ncm-planofreorganization Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION - In re: NATIONAL CINEMEDIA, LLC,1 Debtor. - X : : : : : : : X Chapter 11 Case No. 23-90291 (DRJ) MODIFIED FIRST AMENDED PLAN OF REORGANIZATION OF NATIONAL CINEMEDIA, LLC PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Paul M. Ba |
|
| June 27, 2023 |
Exhibit 99.2 National CineMedia Plan of Reorganization Confirmed Plan of Reorganization Strengthens Balance Sheet through Full Equitization of Debt Maintaining Its Dominant Position as the Largest Cinema Advertising Platform in the U.S. CENTENNIAL, Colo.- National CineMedia, LLC (NCM LLC or the Company), the largest cinema advertising platform in the U.S., today announced its Plan of Reorganizatio |
|
| June 20, 2023 |
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: x Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 14, 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 Organizati |
|
| June 6, 2023 |
NCMI / National Cinemedia Inc / Standard General L.P. Passive Investment SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 635309107 (CUSIP Number) June 6, 2023 (voluntary filing) (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13 |
|
| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 3, 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 Organizatio |
|
| June 5, 2023 |
National CineMedia Announces New Long-Term Advertising Agreement with Regal Cinemas Reaffirms NCM as the Dominant Player in Cinema Advertising CENTENNIAL, Colo. |
|
| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 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 |
|
| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEMEDIA |
|
| May 9, 2023 |
HIGHLY CONFIDENTIAL SUBJECT TO ONGOING REVISION SUBJECT TO COMMON INTEREST PRIVILEGE SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS HIGHLY CONFIDENTIAL PROVIDED SUBJECT TO EXPRESS CONFIDENTIALITY AGREEMENT National CineMedia Cleansing Materials May 2023 HIGHLY CONFIDENTIAL PROVIDED SUBJECT TO EXPRESS CONFIDENTIALITY AGREEMENT SUBJECT TO ONGOING REVISION SUBJECT TO COMMON INTEREST PRIVILEGE SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS Forward-Looking Statements This presentation contains various forward-looking statements that reflect management’s current expectations or beliefs regarding future events. |
|
| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 27, 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 Organizat |
|
| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 19, 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 Organizat |
|
| April 14, 2023 |
NCMI / National Cinemedia Inc / Standard General L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 635309107 Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, Address and Telep |
|
| April 13, 2023 |
Description of the Registrant’s Securities Exhibit 4.5 DESCRIPTION OF NATIONAL CINEMEDIA, INC.’S SECURITIES The following is a description of National CineMedia, Inc.’s (the “Company,” “we,” “us” or “our”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of such securities, refer to the Company’s Se |
|
| April 13, 2023 |
Exhibit 21.1 SUBSIDIARIES OF NATIONAL CINEMEDIA, INC. National CineMedia, LLC, a Delaware limited liability company (a consolidated subsidiary of National CineMedia, Inc.) NCMI II, LLC, a Delaware limited liability company |
|
| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, INC. |
|
| April 13, 2023 |
Powers of Attorney of National CineMedia, Inc. Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Maria V. Woods, Ronnie Y. Ng, and Thomas F. Lesinski, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign National Cine |
|
| April 13, 2023 |
Third Amendment to Employment Agreement Third Amendment to the Employment Agreement WHEREAS, National CineMedia, Inc. (the “Company”) and Ronnie Ng (“Executive”) entered into an Employment Agreement, dated August 25, 2021, as amended by the First Amendment to the Employment Agreement, dated August 31, 2021 and the Second Amendment to Employment Agreement, dated September 13, 2021 (collectively, the “Employment Agreement”); and WHEREAS, |
|
| April 12, 2023 |
Exhibit 10.1 THIS AGREEMENT IS NOT, AND SHALL NOT BE DEEMED, A SOLICITATION OF ACCEPTANCES OF ANY CHAPTER 11 PLAN OF REORGANIZATION PURSUANT TO SECTIONS 1125 AND 1126 OF THE BANKRUPTCY CODE OR A SOLICITATION TO TENDER OR EXCHANGE ANY OF THE COMPANY CLAIMS. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. EACH CONSENTING CREDIT |
|
| April 12, 2023 |
binder2 HIGHLY CONFIDENTIAL SUBJECT TO ONGOING REVISION SUBJECT TO COMMON INTEREST PRIVILEGE SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS HIGHLY CONFIDENTIAL PROVIDED SUBJECT TO EXPRESSED CONFIDENTIALITY AGREEMENT SUBJECT T N IN REVISI N SUBJECT T C N INTEREST PRIVILE E SUBJECT T FRE 408 AND STATE LA E UIVALENTS National CineMedia Cleansing Materials February 2023 HIGHLY CONFIDENTIAL PROVIDED SUBJECT TO EXPRESSED CONFIDENTIALITY AGREEMENT SUBJECT TO ONGOING REVISION SUBJECT TO COMMON INTEREST PRIVILEGE SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS Forward-Looking Statements This presentation contains various forward-looking statements that reflect management’s current expectations or beliefs regarding future events. |
|
| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 11, 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 Organizat |
|
| April 12, 2023 |
Exhibit 99.1 National CineMedia To Strengthen Its Financial Position and Drive Long-Term Growth Through Pre-Arranged Restructuring Continues to operate business as usual, connecting brands with the largest, most valuable moviegoing audiences. Enters into Restructuring Support Agreement through which NCM Lenders will convert all debt into equity Company previews strong fourth quarter earnings with |
|
| April 10, 2023 |
NCMI / National Cinemedia Inc / AMC ENTERTAINMENT HOLDINGS, INC. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* National CineMedia, Inc. (Name of Issuer) Common Stock par value $0.01 per share (Title of Class of Securities) 635309107 (CUSIP Number) March 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
|
| April 3, 2023 |
NCMI / National Cinemedia Inc / Cinemark Holdings, Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
|
| March 31, 2023 |
Exhibit 4.1 SECOND SUPPLEMENTAL INDENTURE NATIONAL CINEMEDIA, LLC AND COMPUTERSHARE TRUST COMPANY, N.A., as Trustee Dated as of March 31, 2023 to the INDENTURE Dated as of August 19, 2016 5.750% Senior Notes due 2026 5 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of March 31, 2023, among NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (the “Comp |
|
| March 31, 2023 |
Exhibit 10.2 AMENDMENT NO. 5 TO CREDIT AGREEMENT This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 31, 2023, by and between National CineMedia, LLC, a Delaware limited liability company (the “Borrower”) and each of the Lenders (as defined below) party hereto. R E C I T A L S: A. The Borrower, the lenders from time to time party thereto (the “Lenders”) and JPMo |
|
| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 29, 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 Organizat |
|
| March 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-33296 NOTIFICATION OF LATE FILING CUSIP NUMBER 635309107 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 29, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
|
| March 28, 2023 |
NCMI / National Cinemedia Inc / Cinemark Holdings, Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
|
| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 15, 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 Organizat |
|
| March 16, 2023 |
EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE NATIONAL CINEMEDIA, LLC AND COMPUTERSHARE TRUST COMPANY, N. |
|
| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 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 Organizati |
|
| March 8, 2023 |
Exhibit 10.1 PERSONAL AND CONFIDENTIAL March 2, 2023 [Participant Name] Dear [•], As you know, National CineMedia, Inc. (the “Company”), is the managing member of National CineMedia, LLC (“NCM LLC”). The Company and NCM LLC are currently facing a challenging business environment. In light of this situation, the Board of Directors of the Company and its Committees have approved a compensation progr |
|
| February 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 17, 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 Organi |
|
| February 24, 2023 |
NCMI / National Cinemedia Inc / Cinemark Holdings, Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
|
| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 15, 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 Organi |
|
| February 6, 2023 |
NCMI / National CineMedia, Inc. / AMC ENTERTAINMENT HOLDINGS, INC. - SC 13G/A Passive Investment SC 13G/A 1 tm235632d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* National CineMedia, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 635309107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) |
|
| January 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 17, 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 Organiz |
|
| January 19, 2023 |
Exhibit 10.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 17, 2023 among National CineMedia, LLC, a Delaware limited liability company (the “Borrower”) and each of the Lenders (as defined below) party hereto. R E C I T A L S: A. The Borrower, the lenders from time to time party thereto (the “Lenders”) and the Wilmingt |
|
| January 19, 2023 |
Exhibit 10.1 AMENDMENT NO. 4 TO CREDIT AGREEMENT THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 17, 2023 among National CineMedia, LLC, a Delaware limited liability company (the “Borrower”) and each of the Lenders (as defined below) party hereto. R E C I T A L S: A. The Borrower, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Cha |
|
| December 30, 2022 |
NCMI / National CineMedia, Inc. / REGAL ENTERTAINMENT GROUP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240. |
|
| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 27, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organi |
|
| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 28, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organi |
|
| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001- |
|
| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 7, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiz |
|
| November 7, 2022 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2022 Third quarter AOIBDA at top end of guidance and exceeds consensus estimates Upfront advertising tracking towards strong finish at 85% of the historical average Centennial, CO - November 7, 2022 - National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and owner of 47.5% of National CineMedia, LLC |
|
| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEM |
|
| November 7, 2022 |
Exhibit 10.2 FORM OF RECEIVABLES SALES AGREEMENT This RECEIVABLES SALES AGREEMENT (this ?Agreement?), dated as of (the ?Effective Date?), is by and between National CineMedia, LLC, a Delaware limited liability company (?LLC ?), as the seller (the ?Seller?) and National CineMedia, Inc., a Delaware corporation, as the purchaser (in such capacity, the ?Purchaser?). Capitalized terms used and not othe |
|
| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 28, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiz |
|
| October 26, 2022 |
National CineMedia, Inc. October 26, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: National CineMedia, Inc. Registration Statement on Form S-3 (File No. 333-267824) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act |
|
| October 25, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) National CineMedia, Inc. |
|
| October 25, 2022 |
As filed with the United States Securities and Exchange Commission on October 25, 2022 As filed with the United States Securities and Exchange Commission on October 25, 2022 Registration No. |
|
| October 25, 2022 |
Powers of Attorney of National CineMedia, Inc.* Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities |
|
| October 17, 2022 |
United States securities and exchange commission logo October 17, 2022 Maria Woods General Counsel National CineMedia, Inc. |
|
| October 11, 2022 |
As filed with the United States Securities and Exchange Commission on October 11, 2022 As filed with the United States Securities and Exchange Commission on October 11, 2022 Registration No. |
|
| October 11, 2022 |
Powers of Attorney of National CineMedia, Inc.* Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities |
|
| October 11, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) National CineMedia, Inc. |
|
| September 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 7, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organi |
|
| September 9, 2022 |
NCMI / National CineMedia, Inc. / Standard General L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 635309107 Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, Address and Telep |
|
| August 9, 2022 |
As filed with the Securities and Exchange Commission on August 9, 2022 As filed with the Securities and Exchange Commission on August 9, 2022 Registration No. |
|
| August 9, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) National CineMedia, Inc. |
|
| August 9, 2022 |
Powers of Attorney of National CineMedia, Inc. Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities |
|
| August 8, 2022 |
Exhibit 10.5 THIRD AMENDMENT TO AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT This Third Amendment to Amended and Restated Exhibitor Services Agreement (this ?Amendment?), dated July 29, 2022 (the ?Amendment Effective Date?), is by and between National CineMedia, LLC (?LLC?) and Regal Cinemas, Inc. (?Regal?). Capitalized terms used but not defined herein shall have the respective meanings give |
|
| August 8, 2022 |
Exhibit 10.4 SECOND AMENDMENT TO AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT This Second Amendment to Amended and Restated Exhibitor Services Agreement (this ?Amendment?), dated July 29, 2022 (the ?Amendment Effective Date?), is by and between National CineMedia, LLC (?LLC?) and Cinemark USA, Inc. (?Cinemark?). Capitalized terms used but not defined herein shall have the respective meanings |
|
| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEMEDIA, |
|
| August 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 8, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat |
|
| August 8, 2022 |
Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) by and between National CineMedia, Inc. (the ?Company or Employer?), and Thomas F. Lesinski (?Executive?, and together with the Company or Employer, the ?Parties?), is entered into as of July 20, 2022 (the ?Execution Date?) and shall take effect as of August 1, 2022 (the ?Effecti |
|
| August 8, 2022 |
Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Second Quarter 2022 Second Quarter Revenue and AOIBDA exceeds Consensus Estimates Management guides to first full year of positive AOIBDA since the pandemic began Centennial, CO - August 8, 2022 - National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and owner of 47.4% of National CineMedia, LLC (NCM LLC), the op |
|
| July 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 20, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizati |
|
| July 8, 2022 |
NCMI / National CineMedia, Inc. / BlackRock Inc. Passive Investment us6353091076070822.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) NATIONAL CINEMEDIA INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 635309107 - (CUSIP Number) June 30, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
|
| June 13, 2022 |
United States securities and exchange commission logo June 13, 2022 Maria Woods Executive Vice President and General Counsel National CineMedia, Inc. |
|
| June 13, 2022 |
June 13, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: National CineMedia, Inc. Registration Statement on Form S-3 (File No. 333-265417) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nationa |
|
| June 6, 2022 |
NCMI / National CineMedia, Inc. / WASATCH ADVISORS INC Passive Investment SCHEDULE 13G Amendment No. 2 Name of Issuer: National CineMedia Inc. Title of Class of Securities: Common Stock CUSIP Number: 635309107 Item 1: Reporting Person: Wasatch Advisors, Inc. 87-0319391 Item 2: Check Box If Member of Group: Not Applicable Item 3: SEC Use Item 4: Place of Organization: Utah Items 5-8: Number of Shares Owned With: Item 5: Sole Voting Power: 0 Item 6: Shared Voting Power: 0 |