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Professional Experience: Mr. Senior is a Managing Director of Allen & Company LLC, a boutique investment bank, and has been employed by the firm since 1972. He has served as a financial advisor to several corporations including Coca-Cola Company, General Electric, CapCities/ABC, Columbia Pictures and QVC Networks. Mr. Senior is also a member of the board of directors of Univision Communications, Inc.

Qualifications: Mr. Senior’s experience in financial advisory services has given him extensive knowledge of the film and entertainment and beverage industries. Mr. Senior’s experience has brought key insight into these two critical components of the Company’s business. He also provides strategic guidance to the Board.

Donald G. Soderquist,82

Director Since: June 2007

Nominee: Board (former nominee of MDCP)

Board Committees: Compensation Committee; Governance Committee; Lead Independent Director

Other Public Company Boards: None

Professional Experience: Since 2001, he has been a motivational speaker and business counselor to OnCourse, LLC, a financial planning and investment advisory firm. Mr. Soderquist was with Wal-Mart Stores, Inc., the world’s largest retailer, from 1980 until 2003, in various capacities including Senior Vice Chairman and Chief Operating Officer.

Qualifications: As the lead independent director, Mr. Soderquist brings corporate governance expertise to the Board garnered through his leadership positions and board service with other entities. His experience and qualifications provide sound leadership to the Board.

Nina G. Vaca (Ximena Humrichouse), 45

Director Since: November 2014

Nominee: Board

Board Committees: Governance Committee; Compensation Committee (Chair)

Other Public Company Boards: Kohls, Corp., Comerica Bank, Inc.

Professional Experience: Ms. Vaca is the founder, Chairman and CEO of the Pinnacle Group of companies, including Pinnacle Technical Resources, Inc. (together “Pinnacle”). Founded in 1996, Pinnacle is an information technology services and solutions provider.

Qualifications: Ms. Vaca is a successful entrepreneur and brings to the Board a wealth of leadership and business expertise, especially with regard to information technology.

NOMINEES FOR CLASS II DIRECTORS

Term Expiring 2018

Darcy Antonellis, 53

Director Since: July 2015

Nominee: Board

Board Committees: Audit Committee

Other Public Company Boards: None

Professional Experience: Since January 2014, Ms. Antonellis has been the CEO of Vubiquity, Inc., the largest global provider of premium content services and technical solutions serving clients in 37 countries and reaching more than 100 million households. From June 1998 until December 2013, Ms. Antonellis held numerous positions at Warner Bros. Entertainment Inc., (a Time Warner company) including President of Technical Operations and Chief Technology Officer.

Qualifications: Ms. Antonellis’s background and experience in technology in the entertainment industry is invaluable to the Board particularly considering the Company’s key strategy of technological and product innovation. Her success in digital media, as well as her strong understanding of our industry brings valuable perspective to our Board.

Carlos M. Sepulveda, 58

Director Since: June 2007

Nominee: Mitchell Investors

Board Committees: Audit Committee (Chair and financial expert); Compensation Committee; Strategic Long-Range Planning Committee

Other Public Company Boards: Matador Resources Company; Triumph Bancorp Inc.

Professional Experience: Since May 2010, Mr. Sepulveda has been the Chairman of the board of directors of Triumph Bancorp, Inc. (“Triumph Bancorp”), a bank holding company with interests in wholesale banking, commercial finance and real estate investments. Prior to Triumph Bancorp, Mr. Sepulveda was the President and CEO of Interstate Battery System International, Inc. (“Interstate Battery”), a seller of automotive and commercial batteries, from March 2004 until April 2013 and its Executive Vice President from 1995 until March 2004. Prior to joining Interstate Battery, Mr. Sepulveda was an audit partner with the accounting firm of KPMG Peat Marwick in Austin, New York and San Francisco for 11 years.

Qualifications: Mr. Sepulveda’s extensive public accounting background provides the Board invaluable financial and accounting expertise. As a certified public accountant with proven management and leadership skills, having served as the CEO of a major corporation, Mr. Sepulveda brings to the Board strong accounting and financial oversight skills coupled with experience in enterprise and operational risk management.

Mark Zoradi, 62

Director Since: June 2015

Nominee: Board

Board Committees: Audit Committee (June 2015 Proxy Statement– August 2015); New Ventures Committee

Other Public Company Boards: None

Professional Experience: Since August 24, 2015, Mr. Zoradi has been the Company’s CEO. Mr. Zoradi has served as the Chief Operating Officer of Dreamworks Animation SKG from August 2014 until January 2015. Prior to his post at Dreamworks, Mr. Zoradi served as the President and Chief Operating Officer of Dick Cook Studios, a new media and entertainment start-up company, from January 2011 until July 2014. During his 30-year career at Disney from May 1980 until February 2010, Mr. Zoradi served in a variety of executive positions in various divisions including Home Entertainment, Disney Channel, Television, Worldwide Theatrical Distribution/Marketing, and as the President of the Motion Picture Group.

Qualifications: A veteran motion picture executive with a background in distribution, Mr. Zoradi brings invaluable wealth of knowledge to the Board with regards to strategic partnerships and relationships with the movie studios. Additionally, his experience in operations of large entertainment industry companies brings management expertise to the Board.

CORPORATE GOVERNANCE

We are governed by our Board which, in turn, appoints executive officers to manage our business operations. The Board oversees our executive management, reviews our long-term strategic plans and exercises oversight over all major decisions.

Board Leadership Structure

We believe that a key factor in a company’s performance is a leadership structure that provides a balance between independent oversight by an engaged Board and day-to-day operations by management to implement the Board’s strategic vision. To achieve this balance, since December 2006, we have split the roles of the Chairman of the Board and the CEO such that the Board is separated from the day-to-day operations of the Company. This structure has served us well.

In addition to the separation of the positions of the Chairman of the Board and the CEO, the Board has a lead independent director, which role provides leadership and an organizational structure to the non-management directors. Our lead independent director is currently Mr. Donald Soderquist. The position of the lead independent director has the following significant authority and responsibilities under our Corporate Governance Guidelines:

We are governed by our Board which, in turn, appoints executive officers

v

to manage our business operations. The Board oversees our executive management on your behalf. The Board reviews our long-term strategic plans and exercises oversight over all major decisions, such as acquisitions, the declaration of dividends, major capital expenditures and the establishment of key Company policies. Board Leadership Structure We believe that a key factor in a company’s performance is a leadership structure that provides a balance between independent oversight by an engaged Board and day-to-day operations by management to implement the Board’s strategic vision. To achieve this balance, since December 2006, we have split the roles of the Chairman of the Board and the CEO such that the Board is separated from the day-to-day operations of the Company. This structure has served us well. Lee Roy Mitchell, the founder of the Company, is currently the Chairman of the Board and Mr. Warner is the CEO. As the founder of the Company with more than 50 years of experience in the movie exhibition industry, Mr. Mitchell is uniquely positioned to lead the Board as well as to guide the Company’s management team in strategic planning. Mr. Mitchell is assisted by Board members, each of whom has extensive experience in sectors that are relevant to the Company’s business. The Board’s oversight function is enhanced by the Board’s Audit, Governance and Compensation Committees, each of which is comprised entirely of independent directors. The day-to-day operations of the Company are managed by the executives under the direction of Mr. Warner, our CEO. Mr. Warner brings over 30 years of motion picture exhibition industry experience to the CEO position, including more than 18 years with the Company. Prior to becoming the CEO, in his roles as the President and Chief Operating Officer of the Company and President of Cinemark International, L.L.C., Mr. Warner has been critical in the growth of the Company’s domestic as well as international business. Mr. Warner’s extensive industry experience and relationships, coupled with proven management and operational skills, make him well-suited to direct the Company’s day-to-day management and implement the strategic vision of the Board. In addition to the separation of the positions of the Chairman of the Board and the CEO, the Board has a lead independent director, which role provides leadership and an organizational structure to the non- management directors. Our lead independent director is currently Mr. Donald Soderquist. The position of the lead independent director has significant authority and responsibilities under our Corporate Governance Guidelines, which are as follows: v To act as a liaison between the non-management directors and the Company’s management; v To v to call meetings of non-management directors; v Chair v chair the executive sessions of non-management directors; v Chair v chair Board meetings when the Chairman is not present; v Consult v consult with the Chairman and the CEO and approve the schedules, agendas and information provided to the Board for each meeting; v Be v be available for consultation and communication with stockholders upon request; and v Provide v provide the Chairman and the CEO with the results of the Board’s annual performance review. Board’s Role in Risk Oversight Responsibility for risk oversight rests with the Board. The Board has oversight responsibility of the processes established to identify, report and mitigate material risks applicable to the Company. The Board approves management’s policies related to key risk areas and provides input to management regarding risks and the appropriateness of management’s response. The Board also approves actions surrounding our capital structure, dividend payments, potential material acquisitions and approves our annual budget. While the Board considers risk in all its decisions, it also recognizes that appropriate and measured risk-taking may be required for the Company to retain its competitiveness and thus increase stockholder value. The Board implements its risk oversight function both as a whole and through delegation to certain Board committees. The Board has delegated its oversight responsibility with respect to financial and accounting risks to the Audit Committee. The Audit Committee periodically discusses with management the Company’s major financial risk exposures and the Company’s risk assessment and risk management policies. On a periodic basis, management provides the Audit Committee an update on key risks and the processes and systems of internal control to manage the risks. As deemed appropriate, the Chair of the Audit Committee reports to the full Board regarding material risks. The Compensation Committee reviews the executive compensation program to ensure that the design of the program does not encourage excessive risk-taking. It also reviews succession plans to 22 CINEMARK HOLDINGS, INC.     2016 Proxy Statement ensure the Company has appropriate practices in place to support the retention and development of the talent necessary to achieve the Company’s business goals and objectives. See Compensation Risk Assessment section of the Compensation Discussion and Analysis (the “CD&A”) for more detail on how the Compensation Committee mitigates risk without diminishing the incentive nature of our compensation program. To provide oversight of the risks associated with strategic planning and business development initiatives, in 2013, the Board established two additional committees, the Strategic Long-Range Planning Committee and the New Ventures Committee. The Strategic Long- Range Planning Committee assists management in the analysis of alternative strategic options and reviews with management the key industry and market issues and external developments impacting the Company. The New Ventures Committee monitors the strategic direction of the Company and evaluates new development programs or business growth and diversification opportunities within established strategic plan targets and applicable regulatory boundaries The chart below provides the schematic view of the Board’s annual performance review. Board’s Role in Risk Oversight Responsibility for risk oversight rests with the Board. The Board has oversight responsibility of the processes established to identify, report and mitigate material risks applicable to the Company. The Board approves management’s policies related to key risk areas and provides input to management regarding risks and the appropriateness of management’s response. The Board also approves actions surrounding our capital risk oversight structure.   25 CINEMARK HOLDINGS, INC.     2015 Proxy Statement structure, dividend payments, potential material acquisitions and approves our annual budget. While the Board considers risk in all its decisions, it also recognizes that appropriate and measured risk-taking may be required for the Company to retain its competitiveness and thus increase stockholder value. The Board implements its risk oversight function both as a whole and through delegation to certain Board committees. The Board has delegated its oversight responsibility with respect to financial and accounting risks to the Audit Committee. The Audit Committee periodically discusses with management the Company’s major financial risk exposures and the Company’s risk assessment and risk management policies. On a periodic basis, management provides the Audit Committee an update on key risks and the processes and systems of internal control to manage the risks. The Chair of the Audit Committee reports to the full Board regarding material risks as deemed appropriate. The Compensation Committee reviews the executive compensation program to ensure that the design of the program does not encourage excessive risk-taking. It also reviews succession plans to ensure the Company has appropriate practices in place to support the retention and development of the talent necessary to achieve the Company’s business goals and objectives. SeeCompensation Risk Assessment section of the Compensation Discussion and Analysis (the “CD&A”) for more detail on how the Compensation Committee mitigates risk without diminishing the incentive nature of compensation. To provide oversight of the risks associated with strategic planning and business development initiatives, in 2013, the Board established the Strategic Long-Range Planning Committee. The Strategic Long-Range Planning Committee assists management in the analysis of alternative strategic options and reviews with management the key industry and market issues and external developments impacting the Company. The chart below provides the schematic view of the Board’s risk oversight structure. Director Independence Our standards of director independence comply with the independence requirements of the NYSE. Director Independence Our standards of director independence comply with the independence requirements of the NYSE. The NYSE bright-line tests for independence are whether the director:     1. is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company;   2. has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company (other than director and committee fees and pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service); 26 CINEMARK HOLDINGS, INC.     2015 Proxy Statement   3. (a) is a current partner or employee that is the Company’s internal or external auditor; (b) has an immediate family member who is a current partner of such a firm; (c) has an immediate family member who is a current employee of such firm and personally works on the Company’s audit; or (d) is or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time;   4. is, or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or has served on that company’s compensation committee; or   23 CINEMARK HOLDINGS, INC.     2016 Proxy Statement   5. is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. With the assistance of legal counsel to the Company, the Governance Committee has reviewed the NYSE standards for Board and committee member independence. With the assistance of legal counsel, to the Company, the Governance Committee hasand the Board have reviewed the NYSE standardsStandards for Board and committee member independence. On the basis of this review, the Board has affirmatively determined, in its business judgment, that (a) the majority of the Board was, and continues to be, independent, (b) each of Mmes. Antonellis and Vaca and Messrs. Chereskin, Dombalagian (resigned June 2015), Ezersky (resigned June 2015), Rosenberg, Senior, Sepulveda and Soderquist was, and, Mmes. Antonellis and Vaca and Messrs. Chereskin, Rosenberg, Senior, Sepulveda and Soderquist continue to be, independent, (c) Messrs. Mitchell and Syufy are not independent due to their transactions with the Company exceeding $120,000 annually, (d) Mr. Tim Warner (retired April 2016) was not and Messrs. Mitchell and Zoradi are not independent because they are employees of the Company (Mr. Zoradi was deemed independent at the time of his appointment to the Board in June 2015), (e) each of Ms. Antonellis and Messrs. Ezersky, Rosenberg and Sepulveda met, and Ms. Antonellis and Messrs. Rosenberg and Sepulveda continue to meet, all applicable requirements for membership in the Audit Committee, (f) Mr. Sepulveda is an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC and satisfies the NYSE’s financial experience requirements, and (g) each of Messrs. Chereskin, Dombalagian, Ezersky, Sepulveda and Soderquist, and Ms. Vaca met, and, Messrs. Chereskin, Sepulveda and Soderquist, and Ms. Vaca continue to meet, all applicable requirements for membership in the Compensation Committee. Meetings During 2015, the Board held five (5) meetings and took action by written consent on four (4) occasions. All directors attended at least seventy-five percent (75%) of all meetings held by the Board and all meetings held by committees of the Board on which such director served. All directors are strongly encouraged to attend the Annual Meeting, but we do not have a formal attendance requirement. Nine directors attended the 2015 Annual Meeting. Executive Sessions Pursuant to our Corporate Governance Guidelines and the rules of the NYSE, our non-management directors meet periodically in executive sessions with no Company employees present. Our Corporate Governance Guidelines require separate sessions of the non-management directors at least twice a year. The presiding director of the executive sessions is currently our lead independent director, Mr. Donald Soderquist. During the 2015 fiscal year, our non-management directors met four times and our independent directors met once in executive sessions. Stockholder Communications with the Board As stated in our Corporate Governance Guidelines, any Company stockholder or other interested party who wishes to communicate with the non-management directors as a group may direct such communications by writing to the: Company Secretary Cinemark Holdings, Inc. 3900 Dallas Parkway, Suite 500 Plano, TX 75093 On the basis of this review, the Board has affirmatively determined, in its business judgment, that (a) the majority of the Board is independent, (b) each of Messrs. Chereskin, Dombalagian, Ezersky, Rosenberg, Senior, Sepulveda, Soderquist and Staubach (resigned effective May 22, 2014) and Ms. Vaca is independent, (c) Messrs. Mitchell and Syufy are not independent due to their transactions with the Company exceeding $120,000 annually, (d) Messrs. Mitchell and Warner are not independent because they are employees of the Company (e) each of Messrs. Ezersky, Rosenberg and Sepulveda meets all applicable requirements for membership in the Audit Committee, (e) Mr. Sepulveda is an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC and satisfies the NYSE’s financial experience requirements, and each of Messrs. Dombalagian, Ezersky, Sepulveda, Soderquist, Staubach and Ms. Vaca met, and continue to meet, all applicable requirements for membership in the Compensation Committee. Meetings During 2014, the Board held four (4) meetings and took action by written consent on three (3) occasions. All directors attended at least seventy-five percent (75%) of all meetings held by the Board and all meetings held by committees of the Board on which such director served. All directors are strongly encouraged to attend the Annual Meeting, but we do not have a formal attendance requirement. Eight directors attended the 2014 Annual Meeting. Executive Sessions Pursuant to our Corporate Governance Guidelines and the rules of the NYSE, our non-management directors meet periodically in executive sessions with no Company employees present. Our Corporate Governance Guidelines require separate sessions of the non-management directors at least twice a year. The presiding director of the executive sessions is currently our lead independent director, Mr. Donald Soderquist. During 2014, our non-management directors met four times in executive sessions. Stockholder Communications with the Board As stated in our Corporate Governance Guidelines, any Company stockholder or other interested party who wishes to communicate with the non-management directors as a group may direct such communications by writing to the: Company Secretary Cinemark Holdings, Inc. 3900 Dallas Parkway, Suite 500 Plano, TX 75093 24 27 CINEMARK HOLDINGS, INC.     2015 CINEMARK HOLDINGS, INC.     2016 Proxy Statement The communication must be clearly addressed to the Board or to a specific director. If a response is desired, the individual should also provide contact information such as name, address and telephone number. All such communications will be reviewed initially by the Company Secretary. The Company Secretary will forward to the appropriate director(s) all correspondence, except for items of the following nature:     v   advertising;   v   promotions of a product or service;   v   patently offensive material; and   v   matters completely unrelated to the Board’s functions, Company performance, Company policies or that could not reasonably be expected to affect the Company’s public perception. The Company Secretary will prepare a periodic summary report of all such communications for the Board. Correspondence not forwarded to the Board will be retained by the Company and will be made available to any director upon request. Corporate Governance Policies and Charters The following documents make up our corporate governance framework:     v   Corporate Governance Guidelines;   v   Amended and Restated Charter of the Audit Committee (the “Audit Committee Charter”);   v   Charter of the Nominating and Corporate Governance Committee (the “Governance Committee Charter”); and   v   First Amendment to Amended and Restated Compensation Committee Charter (the “Compensation Committee Charter”). Current copies of the above policies and guidelines are available publicly on the Company’s website athttp://investors.cinemark.comunder the “Corporate Governance” tab. Code of Business Conduct and Ethics The Company has also adopted a Code of Business Conduct and Ethics, which applies to directors, executive officers and employees. The Code of Business Conduct and Ethics sets forth the Company’s policies on critical issues such as conflicts of interest, insider trading, protection of our property, business opportunities and proprietary information. We will post on our website any amendment to, or a waiver from, a provision of the Code of Business Conduct and Ethics for executive officers and directors that have been approved by our Board or any Board committee. The Code of Business Conduct and Ethics is available on our website athttp://investors.cinemark.com under the “Corporate Governance” tab. 25 CINEMARK HOLDINGS, INC.     2016 Proxy Statement BOARD COMMITTEES Our Board currently has five committees – Audit Committee, Compensation Committee, Charter (the “CompensationGovernance Committee, Charter”). Current copies of the above policies and guidelines are available publicly on the Company’s Web site atwww.investors.cinemark.com under the Investor Relations tab. Code of Business Conduct and Ethics The Company has also adopted a Code of Business Conduct and Ethics, which applies to directors, executive officers and employees. The Code of Business Conduct and Ethics sets forth the Company’s policies on critical issues such as conflicts of interest, insider trading, protection of our property, business opportunities and proprietary information. We will post on our Web site any amendment to, or a waiver from, a provision of the Code of Business Conduct and Ethics for executive officers and directors that have been approved by our Board or any Board committee. The Code of Business Conduct and Ethics is available on our Web site atwww.investors.cinemark.com. New Ventures Committee and the Strategic Long-Range Planning Committee. The current composition of each of the committees is below:   28 CINEMARK HOLDINGS, INC.     2015 Proxy Statement BOARD COMMITTEES Our Board currently has five committees – Audit Committee, Compensation Committee, Governance Committee, New Ventures Committee and the Strategic Long-Range Planning Committee – each of which is further described below. Name of Director Audit Committee Compensation Committee Governance Committee Strategic Long- Range Planning Committee New Ventures Committee Benjamin Chereskin   Vahe Dombalagian     Peter Ezersky       Lee Roy Mitchell   Steven Rosenberg     Enrique Senior     Carlos Sepulveda       Donald Soderquist     Roger Staubach     Ray Syufy     Nina Vaca     Tim Warner Lead Independent Director     Chairperson     Member     Financial Expert Name of Director Audit Compensation Governance Strategic Planning New Ventures Darcy Antonellis Member Benjamin Chereskin Member Chair Vahe Dombalagian(1) Member Member Peter Ezersky(1) Member Chair Member Lee Roy Mitchell Chair Steven Rosenberg Member Chair Enrique Senior Member Member Carlos Sepulveda Chair Member Member Donald Soderquist Member Member Raymond Syufy Member Member Nina Vaca Chair Member Tim Warner(2) Mark Zoradi (1)    Resigned effective June 4, 2015. (2)    Retired effective April 1, 2016 Joined effective February 13, 2015 Resigned effective May 22, 2014 Joined effective January 15, 2015 Audit Committee Number of Meetings Held During 2015: 4   Number of Decisions by Consent During 2015: 1 Each of the Audit Committee Number members satisfies the standards for independence of Meetings Held During 2014: 4 Numberthe NYSE and the SEC as they relate to audit committees. Our Board has determined that each member of Decisionsthe Audit Committee is financially literate and that Mr. Sepulveda, a licensed certified public accountant with extensive public company accounting experience, qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K promulgated by Consent During 2014: 1 Each of the Audit Committee members satisfies the standards for independence of the NYSE and the SEC as they relate to audit committees. Our Board has determined that each member of the Audit Committee is financially literate and that Mr. Sepulveda, a licensed certified public accountant with extensive public company accounting experience, qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. Please refer to Mr. Sepulveda’s biography on page 19the SEC. Please refer to Mr. Sepulveda’s biography on page 20 for further information regarding his qualifications to be an “audit committee financial expert”. The Audit Committee is governed by the Audit Committee Charter which sets forth the purpose and responsibilities of this committee. 29 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Functions The functions of the Audit Committee include the following:   v   assisting the Board in its oversight responsibilities regarding (1) the integrity of our financial statements, (2) our risk management compliance with legal and regulatory requirements, (3) our systems of internal control and (4) our accounting, auditing and financial reporting processes generally, including the qualifications, independence and performance of the independent registered public accountants;   v   approving the report required by the SEC for inclusion in our annual proxy or information statement;   26 CINEMARK HOLDINGS, INC.     2016 Proxy Statement   v   appointing, retaining, compensating, evaluating and replacing our independent registered public accountants;   v   approving audit and non-audit services to be performed by the independent registered public accountants;   v   establishing procedures for the receipt, retention and resolution of complaints regarding accounting, internal control or auditing matters submitted confidentially and anonymously by employees through the whistleblower hotline; and   v   performing such other functions as the Board may from time to time assign to the Audit Committee. Further, the Board has delegated its authority to approve related party transactions to the Audit Committee. Further, the Board has delegated its authority to approve related party transactions to the Audit Committee. Approval of Audit and Non-Audit Services The Audit Committee approves all audit and permissible non-audit services (including the fees and terms of the services) performed for the Company by its independent registered public accounting firm prior to the time that those services are commenced. The Audit Committee may, when it deems appropriate, form and delegate this authority to a sub-committee consisting of one or more Audit Committee members, including the authority to grant pre-approvals of audit and permitted non-audit services. The decision of such sub-committee is presented to the full Audit Committee at its next meeting. The Audit Committee pre-approved all fees for 2015 noted in the table below. Fees Paid to Independent Registered Public Accounting Firm We paid the following fees to Deloitte for professional services rendered by them during fiscal years ended 2015 and 2014, respectively:  Fees      2015        2014   Audit      $ 1,927,415         $ 2,014,247    Audit Related      $ -         $ -    Tax(1)      $ 201,829         $ 203,680    Other      $ -         $ 4,153    Total      $ 2,129,244         $ 2,222,080    Approval of Audit and Non-Audit Services (1) Fees primarily include transfer pricing studies and tax compliance services. Audit Committee Report Our committee has reviewed and discussed with management the Company’s audited financial statements for the 2015 fiscal year. We have discussed with Deloitte the matters required to be discussed by the Statement on Auditing Standard No. 16, Communications with Audit Committees, and Related and Transitional Amendments to PCAOB Standards. We have received the written disclosures and the letter from Deloitte as required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and have discussed with Deloitte its independence. Based on the review and discussions referred to above, we recommended to the Board that the The Audit Committee approves all audit and permissible non-audit services (including the fees and terms of the services) performed for the Company by its independent registered public accounting firm prior to the time that those services are commenced. The Audit Committee may, when it deems appropriate, form and delegate this authority to a sub-committee consisting of one or more Audit Committee members, including the authority to grant pre-approvals of audit and permitted non-audit services. The decision of such sub-committee is presented to the full Audit Committee at its next meeting. The Audit Committee pre-approved all fees for 2014 noted in the table below. Fees Paid to Independent Registered Public Accounting Firm We paid the following fees to Deloitte for professional services rendered by them during fiscal years ended 2014 and 2013, respectively:   Fees 2014 2013  Audit $2,014,247 $2,100,993  Audit Related $- $-  Tax(1) $203,680 $156,934  Other $4,153 $-  Total $2,222,080 $2,257,927 27 (1) Fees primarily include transfer pricing studies and tax compliance services. CINEMARK HOLDINGS, INC.     2016 Proxy Statement audited financial statements for the Company be included in the Company’s 2015 Form 10-K for filing with the SEC. Respectfully submitted, Carlos Sepulveda (Chair) Steven Rosenberg Darcy Antonellis   Compensation Committee Number of Meetings Held During 2015: 6   30 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Audit Committee Report Our committee has reviewed and discussed with management the Company’s audited financial statements for the 2014 fiscal year. We have discussed with Deloitte the matters required to be discussed by the Statement on Auditing Standard No. 16, Communications with Audit Committees, and Related and Transitional Amendments to PCAOB Standards. We have received the written disclosures and the letter from Deloitte as required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and have discussed with Deloitte its independence. Based on the review and discussions referred to above, we recommended to the Board that the audited financial statements for the Company be included in the Company’s 2014 Form 10-K for filing with the SEC. Respectfully submitted, Carlos M. Sepulveda (Chair) Steven P. Rosenberg Peter R. Ezersky   Compensation Committee Number of Meetings Held During 2014: 2 Number of Decisions by Consent During 2014: 5 Number of Decisions by Consent During 2015: 3   Each of the Compensation Committee members satisfies the standards for independence of the NYSE as they relate to compensation committees, qualify as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and “non-employee directors” within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act. The Compensation Committee is governed by the Compensation Committee Charter which sets forth the purpose and responsibilities of this committee. Functions The functions of the Compensation Committee include the following:   v   making recommendations to the Board on the Company’s general compensation philosophy and objectives and on all matters of policy and procedures relating to executive compensation;   v   reviewing and approving corporate goals and objectives relevant to the CEO’s compensation, and determining and approving the CEO’s compensation level;   v   determining and approving the compensation of the other executive officers;   v   administering (to the extent such authority is delegated to the Compensation Committee by the Board) the incentive compensation and equity-based plans and recommending to the Board any modifications of such plans;   v   validating and approving the achievement of performance levels under the Company’s incentive compensation plans;   v   reviewing, recommending, and discussing with management the Compensation Discussion and Analysis section included in the Company’s annual proxy statement; and   v   developing a succession planning program for the CEO and senior management.   Governance Committee Number of Meetings Held During 2015: 1   31 CINEMARK HOLDINGS, INC.     2015 Proxy Statement   Governance Committee Number of Meetings Held During 2014: 2 Number of Decisions by Consent During 2014: Number of Decisions by Consent During 2015: 1   The Governance Committee is composed solely of directors who satisfy all criteria for independence under the rules of the NYSE. The Governance Committee is governed by the Governance Committee Charter setting forth the purpose and responsibilities of this committee. Functions The functions of the Governance Committee include the following:   v   identifying individuals qualified to become Board members and evaluate candidates for Board membership, including those recommended by stockholders in compliance with the Company’s by-laws;   28 CINEMARK HOLDINGS, INC.     2016 Proxy Statement   v   recommending to the Board the director nominees for election or to fill any vacancies and newly created directorships on the Board;   v   identifying and recommending to the Board members qualified to fill any vacancies on a committee of the Board;   v   developing and recommending to the Board a set of corporate governance guidelines and reviewing and reassessing the adequacy of such guidelines at least annually;   v   overseeing the Board’s annual self-evaluation process and the Board’s evaluation of management;   v   periodically reviewing the criteria for the selection of new directors to serve on the Board and recommending any proposed changes to the Board for approval;   v   periodically reviewing and making recommendations regarding the composition and size of the Board;   v   periodically reviewing and making recommendations regarding the composition, size, purpose, structure, operations and charter of each of the Board’s committees, including the creation of additional committees or elimination of existing committees;   v   annually recommending to the Board the chairpersons and members of each of the Board’s committees; and   v   reviewing and reassessing the adequacy of the Governance Committee Charter on an annual basis and recommend any proposed changes to the Board for approval. Director Nominations The Governance Committee considers candidates recommended by our stockholders. To recommend a candidate for election to the Board for approval. Director Nominations The Governance Committee considers candidates recommended by our stockholders. To recommend a candidate for election to the Board for the 2016the 2017 annual meeting of stockholders, a stockholder must submit the following information to the Company Secretary no later than 90 and no earlier than 120 days in advance of the anniversary date of this Annual Meeting:     v   the name and address of the stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made;   v   a representation that the stockholder intends to appear in person or by proxy at the annual meeting;   v   the number of shares of capital stock of the Company that are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made; 32 CINEMARK HOLDINGS, INC.     2015 Proxy Statement   v   a description of any arrangements or understandings between the stockholder, the beneficial owner and the nominee or any other person (including their names);   v   the name, age, business and residential addresses of the stockholder’s nominee for director;   v   the biographical and other information about the nominee (including the number of shares of capital stock of the Company owned beneficially or of record by the nominee) that would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and   v   the nominee’s consent to be named as a nominee and to serve on the Board. Candidates recommended by stockholders will be evaluated under the nominee’s consent to be namedsame process as a nomineecandidates recommended by existing directors and to serve on the Board. Candidates recommended by stockholders will be evaluated under the same process as candidates recommended by existing directors and the CEO. As provided in the Company’s Corporate Governance Guidelines, nomineesCEO. Nominees will be selected based on, among other things, consideration of the following factors:     v   wisdom and integrity;   v   experience;   v   skills in understanding finance and marketing;   v   educational and professional background; and   v   sufficient time to devote to the affairs of the Company. 29 CINEMARK HOLDINGS, INC.     2016 Proxy Statement In considering whether to nominate directors who are eligible to stand for election orre-election, the Governance Committee considers the director’s personal and professional ethics, integrity, practical wisdom, judgment, training and expertise that will be beneficial to the Company and complementary to the background and experience of other Board members, willingness to devote required amount of time to devotecarry out Board responsibilities, commitment to serve on the affairsBoard for several years to develop knowledge about the Company, willingness to represent the interest of all stockholders and objectively appraise management performance. DIRECTOR COMPENSATION The compensation of the Company.non-employee directors is governed by our Second Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy”) which became effective as of June 4, 2015. Non-employee directors include any member of the Board who is (i) neither our employee nor an employee of any of our subsidiaries, and (ii) not an employee of any of the Company’s stockholders with contractual rights to nominate directors. Therefore, employees of the Company, Messrs. Mitchell, Warner and Zoradi did not receive any additional compensation for their services on the Board. Each non-employee director receives the following annual cash retainers, as applicable, for services as a Board member: (a) a base director retainer of $60,000; In considering whether to nominate directors who are eligible to stand for election or re-election, the Governance Committee considers the director’s personal and professional ethics, integrity, practical wisdom, judgment, training and expertise that will be beneficial to the Company and complementary to the background and experience of other Board members, willingness to devote required amount of time to carry out Board responsibilities, commitment to serve on the Board for several years to develop knowledge about the Company, willingness to represent the interest of all stockholders and objectively appraise management performance. In March 2014, the Governance Committee engaged an executive search firm to identify, evaluate and assist the Governance Committee in identifying and evaluating potential Board nominees. The search firm identified qualified candidates based on a comprehensive market scan, assisted in identifying the most desirable candidates, conducted background checks of employment history, education and current public directorships, conducted screening for potential conflicts of interest or other limitations on candidates’ ability to serve, contacted candidates to evaluate their interest, scheduled interviews with the Company and Governance Committee and conducted candidate interviews. 33 CINEMARK HOLDINGS, INC.     2015 Proxy Statement (b) additional retainer of $25,000 for the non-employee director who serves as the lead independent director; DIRECTOR COMPENSATION The compensation of the non-employee directors is governed by our Amended and Restated Non-Employee Director Compensation Policy (the “Amended Director Compensation Policy”). Non-employee directors include any member of the Board who is (i) neither our employee nor an employee of any of our subsidiaries, and (ii) not an employee of any of the Company’s stockholders with contractual rights to nominate directors. Each non-employee director receives the following annual compensation for services as a Board member: (a) a base director retainer fee of $50,000; (b) additional cash retainer for the committee memberships as follows: Committee Chairperson Member  Audit $20,000 $10,000  Compensation $10,000 $  5,000  Governance $10,000 $  5,000  Strategic Long-Range Planning $10,000 $  5,000  New Ventures $10,000 $  5,000   (c) additional cash retainer for services on the committees as follows:  Committee   Chairperson      Member   Audit   $ 20,000       $ 10,000    Compensation   $ 10,000       $ 5,000    Governance   $ 10,000       $ 5,000    Strategic Long-Range Planning   $ 10,000       $ 5,000    New Ventures   $ 10,000       $ 5,000    Annual cash retainers are paid in four equal quarterly installments at the end of each quarter for services rendered during the quarter. All directors are reimbursed for travel related expenses incurred for each Board meeting they attend. In addition to the annual cash retainers, the non-employee directors also receive an annual grant of restricted stock valued at $100,000. All grants of restricted stock are made pursuant to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan (the “Restated Incentive Plan”).$110,000. The number of shares of restricted stock to be issued is determined by dividing $110,000 by the closing price of Common Stock on the grant date, rounded down to the nearest whole share. The number of shares of restricted stock to be issued is determined by dividing $100,000 by the closing price of Common Stock on the grant date, rounded down to the nearest whole share. Subject to continued service to the Company through the vest date, the initial award and each annual award generally vest on the first anniversary of the grant date subject to continued service to the Company through the vest date. However, the Compensation Committee, as the administrator of the Restated Incentive Plan, may modify the vest schedule of an award. Annual cash retainer is paid in four equal quarterly installments at the end of each quarter for services rendered during the quarter. All directors are reimbursed for travel related expenses incurred for each Board meeting they attend. Employees of the Company, Messrs. Mitchell and Warner, who are also Board members, do not receive any additional compensation for their services on the Board. The following table sets forth summary information regarding the compensation of our non-employee directors for the 2014 fiscal year.   Name Fees Earned or Paid in Cash ($)(1) Stock Awards ($)(2) Other Compensation ($)(3) Total ($)  Benjamin D. Chereskin $60,000 $99,990 $4,266 $164,256  Vahe A. Dombalagian $60,000 $99,990 $4,266 $164,256(4)  Peter R. Ezersky $75,000 $99,990 $4,266 $179,256  Steven P. Rosenberg $70,000 $99,990 $3,325 $173,315  Enrique F. Senior $60,000 $99,990 $4,266 $164,256  Carlos M. Sepulveda $75,000 $99,990 $4,266 $179,256  Donald G. Soderquist $60,000 $99,990 $4,266 $164,256  Roger T. Staubach $23,571 - $   895 $  24,466  Raymond W. Syufy $60,000 $99,990 $4,062 $164,052  Nina G. Vaca $  6,658 $53,004 $   379 $  60,041 (1) Includes base director retainer fees and committee fees. 30 34 CINEMARK HOLDINGS, INC.     2015 CINEMARK HOLDINGS, INC.     2016 Proxy Statement The following table sets forth summary information regarding the compensation of our non-employee directors for the 2015 fiscal year. Mr. Zoradi’s compensation as a director for the period June 4, 2015 until August 23, 2015 has been included in his compensation as the CEO in theSummary Compensation Table for 2015on page 51.  Name   Fees Earned or Paid in Cash(1)   Stock Awards(2)   All Other Compensation(3)      Total Darcy Antonellis   $35,000   $101,532   $1,218    $137,750 Benjamin D. Chereskin   $71,250   $109,986   $2,146    $183,382 Vahe A. Dombalagian   $25,714                 -   $   825       $  26,539(4) Peter R. Ezersky   $32,143                 -   $   825    $  32,968 Steven P. Rosenberg   $77,500   $109,986   $2,146    $189,632 Enrique F. Senior   $67,500   $109,986   $2,146    $179,632 Carlos M. Sepulveda   $87,500   $109,986   $2,146    $199,632 Donald G. Soderquist   $86,250   $109,986   $2,146    $198,382 Raymond W. Syufy   $67,500   $109,986   $2,146    $179,632 Nina G. Vaca   $71,250   $109,986   $1,700    $182,936 (1) Includes all annual cash retainers, as applicable. (2)  The aggregate grant date fair values were calculated based upon the closing price of Common Stock on June 15, 2015 of $41.63 per share for Messrs. Chereskin, Senior, Sepulveda, Soderquist, Syufy and Rosenberg and Ms. Vaca and on July 13, 2015 of $41.68 per share for Ms. Antonellis. This calculation is in accordance with FASB ASC Topic 718. See Note 16 to the Company’s 2015 Form 10-K, for discussion of the assumptions used in determining the grant date fair values of these share based awards, including forfeiture assumptions and the period over which the Company will recognize compensation expense for such awards. At December 31, 2015, each of Messrs. Chereskin, Senior, Sepulveda, Soderquist, Syufy and Rosenberg and Ms. Vaca owned 2,642 shares of restricted stock and Ms. Antonellis owned 2,436 shares of restricted stock. Ms. Antonellis’s annual director restricted stock grant waspro-rated from July 7, 2015, her date of election as a Board member. See also Security Ownership of Certain Beneficial Owners and Management on page 66 for ownership as of The Record Date. Messrs. Dombalagian and Ezersky resigned effective June 4, 2015 and thus did not receive the annual grant of restricted stock. (3) The amounts reported are dividends paid during the 2015 fiscal year on the shares of unvested restricted stock granted in 2014 and 2015. Messrs. Dombalagian and Ezersky received dividends only on the restricted stock granted in 2014 which vested on May 22, 2015. (4) Pursuant to the partnership agreement with his employer, Mr. Dombalagian remitted his compensation to MDP. 31 CINEMARK HOLDINGS, INC.     2016 Proxy Statement ITEM TWO — RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR The Audit Committee has appointed and the Board has ratified the appointment of Deloitte as the Company’s independent registered public accounting firm for the 2016 fiscal year. As a matter of good corporate governance, we are seeking stockholder ratification of the Company’s Common Stock on May 22, 2014appointment of $30.30 per share for Messrs. Chereskin, Dombalagian, Ezersky, Rosenberg, Senior, Sepulveda, Soderquist and Syufy and November 20, 2014Deloitte. If the stockholders do not ratify the appointment of $34.94 per share for Ms. Vaca. This calculationDeloitte, the Audit Committee may review its future selection of auditors. Even if the selection is ratified, the Audit Committee in accordance with FASB ASC Topic 718. See Note 16 to the Company’s 2014 Form 10-K, for discussion of the assumptions used in determining the grant date fair values of these share based awards, including forfeiture assumptions and the period over which the Company will recognize compensation expense for such awards. At December 31, 2014, each of Messrs. Chereskin, Dombalagian, Ezersky, Rosenberg, Senior, Sepulveda, Soderquist and Syufy owned 3,300 shares of restricted stock and Ms. Vaca owned 1,517 shares of restricted stock. Ms. Vaca’s annual director restricted stock grant was pro-rated from her date of election as a Board member. Mr. Staubach resigned effective May 22, 2014 and thus did not receive the annual grant of restricted stock. (3) The amounts reported are dividends paidits discretion may direct the appointment of a different independent registered public accounting firm at any time during the 2014 fiscal year onif the sharesAudit Committee believes that such a change would be in the best interests of unvested restricted stock granted in 2013the Company and 2014. Mr. Staubach received dividends only onits stockholders. One or more representatives of Deloitte are expected to be present at the restricted stock granted in 2013 which vested on May 22, 2014. Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to answer appropriate questions. (4) Pursuant Unless marked to the partnership agreement with his employer, Mr. Dombalagian remits his compensation to MDP. 35 CINEMARK HOLDINGS, INC.     2015 Proxy Statement ITEM TWO — RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR The Audit Committee has appointed and the Board has ratified the appointment of Deloitte as the Company’s independent registered public accounting firm for the 2015 fiscal year. As a matter of good corporate governance, we are seeking stockholder ratification of the appointment of Deloitte. If the stockholders do not ratify the appointment of Deloitte, the Audit Committee may review its future selection of auditors. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders. One or more representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to answer appropriate questions. Unless marked to the contrary, proxies received will be voted “FOR” ratification of the appointment of Deloitte as the independent registered public accounting firm for the 2015contrary, proxies received will be voted “FOR” ratification of the appointment of Deloitte as the independent registered public accounting firm for the 2016 fiscal year. Vote Required for Ratification Ratification requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. Since this proposal is considered a “routine” matter, broker non-votes do not arise and brokers and banks may exercise discretionary authority to vote your shares. Abstentions will have no effect on this item. Board recommends a vote “FOR” ratification of the appointment of Deloitte as our independent registered public accounting firm for the 2016 fiscal year. Board recommends a vote “FOR” ratification of the appointment of Deloitte as our independent registered public accounting firm for the 2015 fiscal year. 36 CINEMARK HOLDINGS, INC.     2015 Proxy Statement ITEM THREE — NON-BINDING, ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION As required by Section 14A of the Exchange Act, the Company is providing stockholders with an opportunity to cast an advisory vote on the compensation of our named executive officersNEOs as disclosed in the CD&A, the compensation tables, narrative discussion, and related footnotes included in this proxy statement (“Say-on-Pay”). While the vote is advisory, and therefore non-binding on the Company, the Compensation Committee values the opinions of our stockholders and will take into account the outcome of the vote when considering future executive compensation decisions. As discussed in more detail in the CD&A, our executive compensation program is designed to attract and retain a talented team of executives who can deliver on our commitment to build long-term stockholder value. The Compensation Committee believes our program is competitive in the marketplace and links pay to Company performance. Accordingly, the Board recommends that you vote in favor of the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers,NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the CD&A, compensation tables and narrative discussion is hereby APPROVED.” 32 CINEMARK HOLDINGS, INC.     2016 Proxy Statement At the annual meeting of stockholders held in May 2011, the Board recommended, and approximately 89% of the Company’s stockholders who voted either in person or via proxy and entitled to vote supported an annual advisory vote on executive compensation. Therefore, the next non-binding advisory vote on executive compensation will be at the 20162017 annual meeting. Vote Required for Approval Approval of the Say-on-Pay item requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the meetingAnnual Meeting and entitled to vote thereon. Broker non-votes and abstentions will have no effect on this item. Board recommends a vote “FOR” the Say-on-Pay advisory vote. Board recommends a vote “FOR” the Say-on-Pay advisory vote. 37 CINEMARK HOLDINGS, INC.     2015 Proxy Statement EXECUTIVE OFFICERS Executive Officers Set forth below is the name, age, position and a brief summary of the business experience of each of our named executive officers and certain other officersas of the Record Date for whom we file reports under Section 16 of the Securities Exchange Act:Act of 1934 (the “Exchange Act”):   Name Age Position Lee Roy Mitchell 78    79 Chairman of the Board; Director   Tim Warner 70 Mark Zoradi    62 Chief Executive Officer; Director   Robert Copple 56 Sean Gamble   President and Chief Operating Officer   Sean Gamble 40 41      Chief Financial Officer Valmir Fernandes 54    55 President-Cinemark International, L.L.C. Michael Cavalier 48    49 Executive Vice President-General Counsel and Secretary Tom Owens 58    59 Executive Vice President-Real Estate Lee Roy Mitchell is the founder of the Company. He has served as our Chairman of the Board since March 1996 and as a director since our inception in 1987. Mr. Mitchell served as our CEO from our inception until December 2006. Mr. Mitchell was Vice Chairman of the Board from March 1993 until March 1996 and President from our inception in 1987 until March 1993. Mr. Mitchell currently serves on the board of directors of NCM.NCMI. Mr. Mitchell has been engaged in the motion picture exhibition business for over 50 years. Mr. Mitchell is the husband of Tandy Mitchell, an employee of the Company, and the brother-in-law of Walter Hebert III, the Executive Vice President–Purchasing, of the Company. Tim WarnerMark Zoradihas served as our CEO since January 2014. Mr. WarnerAugust 24, 2015. He has served as CEO and Presidentthe Chief Operating Officer of Dreamworks Animation SKG from February 2012August 2014 until January 2014,2015. Prior to his post at Dreamworks, Mr. Zoradi served as the President and Chief Operating Officer of Dick Cook Studios, a new media and entertainment start-up company, from December 2006January 2011 until July 2014. During his 30-year career at Disney from May 1980 until February 2012, Senior Vice President from May 2002 until December 20062010, Mr. Zoradi served in a variety of executive positions in various divisions including Home Entertainment, Disney Channel, Television, Worldwide Theatrical Distribution/Marketing, and as the President of Cinemark International, L.L.C. from April 1996 until December 2006. Robert Copple has served as President and Chief Operating Officer since January 2014. Mr. Copple has served as Executive Vice President, CFO, Treasurer and Assistant Secretary from January 2007 until January 2014, as Senior Vice President, CFO, Treasurer and Assistant Secretary from August 2000 until January 2007 and as a director from September 2001 until April 2004. Mr. Copple was acting CFO from March 2000 until August 2000. From August 1997 until March 2000, Mr. Copple was President of PBA Development, Inc., an investment management and venture capital company controlled by Mr. Mitchell. From June 1993 until July 1997, Mr. Copple was Director of Finance of our company. Prior to joining our Company, Mr. Copple was a Senior Manager with Deloitte where he was employed from 1982 until 1993.the Motion Picture Group. Sean Gamblehas served as our CFO since August 2014. From February 2009 until April 2014, Mr. Gamble was the Executive Vice President and Chief Financial Officer (“CFO”) of Universal Pictures, a subsidiary of NBCUniversal (subsidiary of Comcast Corp.) and creator and distributor of theatrical and non-theatrical filmed entertainment. Prior to joining NBCUniversal, Mr. Gamble held several senior level positions with the General Electric Company, a multinational conglomerate corporation providing financing, expertise and infrastructure. 33 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Valmir Fernandeshas served as our President of Cinemark International, L.L.C. since March 2007. From 1996 until March 2007, Mr. Fernandes was General Manager of Cinemark Brasil S.A. Michael Cavalierhas served as our Executive Vice President-General Counsel and Secretary since February 2014, as Senior Vice President-General Counsel and Secretary from January 2006 until February 2014, as Vice President-General Counsel and Secretary from August 1999 until January 2006, as Assistant Secretary from May 2001 until December 2003 and as Secretary since December 2003. From July 1997 until July 1999, Mr. Cavalier was General Counsel of our Company and from July 1993 until July 1997 was Associate General Counsel. 38 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Tom Owenshas served as our Executive Vice President-Real Estate since February 2014, as Senior Vice President-Real Estate since from January 2007 until February 2014, as Vice President-Development from December 2003 until January 2007 and as Director of Real Estate from April 2002 until December 2003. From 1998 until April 2001, Mr. Owens was President of NRE, a company he founded that specialized in the development and financing of motion picture theatres. From 1996 until 1998, Mr. Owens served as President of Silver Cinemas International, Inc., a motion picture exhibitor. From 1993 until 1996, Mr. Owens served as our Vice President-Development. 39 CINEMARK HOLDINGS, INC.     2015 Proxy Statement EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS The CD&A describesdiscusses our executive compensation philosophyprogram and the components ofcompensation paid to our NEOs. It details our compensation program. It also includes information about howphilosophy, the 2014 fiscal yearstructure of the compensation program and the ways in which the philosophy is implemented generally, as well as, specifically for the named executive officers meets our compensation goals and is aligned with the Company’s 2014 fiscal year performance.individual performers. The CD&A helps readers better understand the information found in the Summary Compensation Table for 2015 and other accompanying tables located in this section of the proxy statement. In 2014, our named executive officers were the following: v     Lee Roy Mitchell, Chairman of the Board and founder of the Company, with the Company since its inception in 1987; v     Tim Warner, CEO, with the Company for 18 years; v      Robert Copple, President and Chief Operating Officer, with the Company for 18 years; v      Sean Gamble, Chief Financial Officer, with the Company for 8 months; and v      Valmir Fernandes, President of Cinemark International, L.L.C., with the Company for 17 years In this proxy statement, “executive officers” refers to all members of management, including the named executive officers.NEOs. Executive Summary   20142015 Say-on-Pay Voting Results At the 20142015 Annual Meeting, our executive compensation program garnered the support of approximately 97%95% of the votes cast by stockholders present in person or represented by proxy and were entitled to vote at the 20142015 Annual Meeting. Given the high approval, rate of our executive compensation program, the Compensation Committee did not make any major structural changeschange to the program.compensation program for the 2015 fiscal year. In line with our emphasis on pay-for-performance, retention oriented market competitive compensation and our performance relative to our peers, compensation awarded to our NEOs for the 2015 fiscal year were reflective of Cinemark’s record financial results. 34 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Cinemark’s Compensation PhilosophyCinemark Financial Performance in the 2015 Fiscal Year Our domestic operations set all-time records in nearly every key performance metric in 2015, including attendance, admissions revenues, concession revenues, total revenues, average ticket price, concession per patron and Adjusted EBITDA. We also continued our long-running series of out-performing the North American industry by more than 200 basis points for the full-year, with box office growth of 9.6%. Our international segment also achieved record attendance with more than 100 million patrons for the year. Despite the significant currency devaluations across our Latin America market throughout 2015, our Latin American segment generated growth in reported admissions revenues, concession revenues, total revenues and Adjusted EBITDA. Cinemark Financial Performance Over Five Years The goaldata below shows our growth in certain metrics over the five-year period, 2011 – 2015(1): Year   Revenue In Millions     Net Income In Millions     Cash and Cash Equivalents in Millions     Reported Adjusted EBITDA in Millions      Diluted Earnings Per Share   2011   $       2,279.6      $       130.6      $       521.4      $       519.5       $       1.14    2012   $ 2,473.5      $ 168.9      $ 742.7      $ 589.2       $ 1.47    2013   $ 2,682.9      $ 148.5      $ 599.9      $ 625.3       $ 1.28    2014   $ 2,627.0      $ 192.6      $ 638.9      $ 596.5       $ 1.66    2015   $ 2,852.6      $ 216.9      $ 588.5      $ 663.8       $ 1.87    (1) All data as of and for the year ended December 31. 35 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Performance Relative to Peers We compare our financial performance against our direct competitors in the movie exhibition industry (referred to as the “performance peer group”). Our performance peer group includes the four publicly-held companies in our industry, namely, Regal Entertainment Group (RGC), AMC Entertainment Holdings, Inc. (AMC), Carmike (CKEC) and IMAX Corporation (IMAX). We believe that this peer group is an appropriate benchmark for evaluating our financial performance since we directly compete with them for business and investor capital. Our financial performance relative to our performance peer group has been very strong over the past five years. Our Total Stockholder Return (“TSR”) (with dividends reinvested) for the one-year, cumulative three-year and cumulative five-year periods, as compared to our performance peers, are as follows:     1 YR TSR   3YR TSR    5YR TSR CNK     (3.2%)   39.9%    120.6% AMC     (5.3%)       N/A          N/A RGC     (7.5%)   61.1%    114.2% CKEC   (12.7%)   52.9%    197.2% IMAX       15.0%   58.1%      26.6% Group     (0.4%)   57.4%      76.0% The Company’s cumulative total return between 2011 and 2015 as compared to RGC, CKEC and IMAX as a group and S&P 500 is presented below. 36 CINEMARK HOLDINGS, INC.     2016 Proxy Statement * Since AMC became publicly-owned in December 2013, it is not included in the five-year graphical presentation. NEO Compensation for the 2015 Fiscal Year v The annual base salary of each NEO was increased by 3% from 2014. v All participants to the Bonus Plan, including the NEOs, received 150% of their individual targets as cash bonus as the Company exceeded the set Adjusted EBITDA target of $643.6 million. v Per their respective employment agreements, the target value of the long-term equity incentive awards granted to Mr. Warner and Mr. Copple were 200% and 150% of their respective annual base salaries. The Compensation Committee set the target value of the long-term equity incentive awards granted to Messrs. Fernandes and Gamble at 125% and 100% of their respective annual base salaries. v Mr. Zoradi was not granted additional equity upon his appointment as the CEO. He was granted 2,642 shares in June 2015 pursuant to the annual director restricted stock grant when he was elected as a director. Similar to previous years, Mr. Mitchell was not granted any long-term equity incentive awards in 2015 due to his substantial ownership in the Company, at approximately 8% as of the Record Date. v Perquisites continued to be very limited. Per the terms of Mr. Zoradi’s employment offer, we reimburse Mr. Zoradi for certain personal expenses in the amount of $30,000 annually. 2015 Compensation Mix The presentations below show the mix of variable and fixed components of compensation as a percentage of total compensation at the target level for Mr. Warner individually, and for our other NEOs as a group. Mr. Zoradi’s compensation data was not included as he was the CEO for only four months and inclusion of his data would produce a skewed result. 37 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Variable compensation (cash bonus and long-term equity incentive award) as a percentage of total target compensation equals 72% for Mr. Warner and 60% for the other NEOs. Overall target total direct compensation (base salary, target bonus, and target value of long-term equity incentives) of Cinemark’s NEOs for the 2015 fiscal year were commensurate to the 25th percentile of our proxy peers (defined below) and within a competitive range of the general industry survey data. Key Governance Features of Executive Compensation The Board believes in strong governance with regards to our executive compensation program. As such, the Board has adopted certain governance measures to ensure good governance of executive compensation. The compensation related governance principles are as follows: Change of control The change of control payment provision in the employment agreements of the executive officers is subject to a “double trigger”. In the event of a change of control, compensation and benefits vest only if the executive officer’s employment is involuntarily terminated, without cause, or where a participant terminates employment for good reason, within one year of the change of control event. Golden parachute/Excise tax gross-up No “golden parachute” or excise tax gross-up in the event of a change of control. Deferred compensation/Pension plans None Short sales of Company securities Prohibited by the Supplemental Policy Concerning Trading In Company Securities By Certain Designated Persons (“Supplemental Insider Trading Policy”). Purchases or sales of puts, calls or other derivative securities with respect to Company securities Prohibited by the Supplemental Insider Trading Policy. Hedging transactions such as zero-cost collars and forward sale contracts Prohibited by the Supplemental Insider Trading Policy. Hold Company securities in a margin account Prohibited by the Supplemental Insider Trading Policy. 38 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Pledge Company securities as collateral for a loan Prohibited by the Supplemental Insider Trading Policy (unless the covered person can clearly demonstrate the financial capacity to repay the non-margin loan without resorting to the pledged securities). DISCUSSION Our compensation program is designed to alignreward talent and performance in achieving the executives’short-term and stockholders’ long-term interests.interests of the Company’s stockholders. In order to achieve this goal, we v Hire and retain top executives by paying and granting market competitive annual base salaries, cash bonuses and long-term equity incentive awards. v Pay for performance by tying a portion of the total annual compensation of an executive to Company and individual performance. v Motivate and reward long-term growth and profitability by rewarding achievement of long-term growth targets while minimizing incentives for imprudent risk-taking. We use traditional compensation elements of annual base salary, annual cash incentives,bonus, long-term equity incentives and employee benefits to deliver competitive and performance-based compensation. All of our compensation-related decisions for the executive officers are made solely by our Compensation Committee with input from the CEO (other than for himself). We observe the following principles in the design of our executive compensation program: v Hire and retain top executives: Base salaries should be market competitive based on the skill and knowledge of the individual; v Pay for performance: A significant portion of the annual compensation should be subject to the Company achieving performance goals and each individual’s contribution to that performance; 40 CINEMARK HOLDINGS, INC.     2015 Proxy Statement v Motivate and reward long-term growth and profitability: Motivate executives appropriately by minimizing incentives for imprudent risk taking while rewarding achievement of long-term business strategies that enhance stockholder value through continued growth and competitiveness; and v Provide limited perquisites: Perquisites for our executive officers should be minimized and limited to items that serve a reasonable business purpose. Our performance has established us as one of the industry leaders. We believe hiring, motivating and retaining one of the best executive management teams in the industry has given us the leadership that is required to achieve high performance levels. Headed by the Chairman of the Board and the founder of the Company, Lee Roy Mitchell, our executive management team brings experience and industry knowledge that is quite unique. Our named executive officersNEOs have made their careers in the movie-exhibition industry. With the hiring of Mark Zoradi as our CEO and Sean Gamble as our CFO, we have added studio experience and a more diverse industry experience to our executive team. Our management team has successfully navigated us through many industry and economic cycles. At Cinemark, we view our employees as an “investment” for the future. We invest in our employees to continue to deliver more value to our stockholders and patrons. We implement our compensation principles by structuring executive compensation in the following manner:     v Settingsetting a level of compensation for each position that is competitive based on the skill and knowledge of the individual;   v Recognizingrecognizing the effort, leadership and responsibility needed to perform the job successfully and to achieve the performance goals; and   v Usingusing a mix of fixed and variable pay components with different time horizons and payout forms to reward and motivate achievements of short-term and long-term goals. Mix of Compensation Elements The graphical presentation below of the components of compensation for the 2014 fiscal year for each named executive officer lays out the balance between retention and performance elements of our compensation program. Please note, for performance awards, the grant date fair value of the maximum potential payout has been included in the calculation. Mr. Mitchell was not granted any equity awards given his substantial equity ownership in the Company. Since Mr. Gamble was with the Company for only 4 months in 2014, the Company determined that a graphical presentation of his compensation would not be helpful. 41 CINEMARK HOLDINGS, INC.     2015 Proxy Statement The mix of fixed and performance-based components of compensation for the 2014 fiscal year for each of the named executive officers for 2014 were as follows: Name Fixed (annual base salary + benefits) Variable (annual cash incentive bonus and grant date fair market value of equity grant)  Lee Roy Mitchell 55% 45%  Tim Warner 30% 70%  Robert Copple 37% 63%  Sean Gamble - -  Valmir Fernandes 42% 58% Company Performance Relative to Peers We compare our financial performance against our direct competitors in the movie exhibition industry (referred to as the “performance peer group”). Our performance peer group includes the four publicly-held companies (from January 1, 2010 through December 31, 2014) in our industry, namely, Regal Entertainment Group (RGC), AMC Entertainment Holdings, Inc. (AMC), Carmike (CKEC) and IMAX Corporation (IMAX). We believe that this peer group is an appropriate benchmark for evaluating our fiscal performance since we 42 CINEMARK HOLDINGS, INC.     2015 Proxy Statement directly compete with these companies for business and investor capital. The Company’s cumulative total return between 2010 and 2014 as compared to the performance peer group and S&P 500 is presented below. The Company’s financial performance relative to its peers has been very strong over the past five years. The Company’s TSR (with dividends reinvested) for the one- year, cumulative three- year and cumulative five- year periods are at 9.8%, 107.4% and 177.9% respectively. *The 3-Stock Peer Group consists of Regal Entertainment Group, Carmike Cinemas Inc. and IMAX. Since AMC became publicly-owned in December 2013, it is not included in the graphical presentation. Company Performance Highlights in 2014 Cinemark sustained its industry outperformance trend in 2014. While the North American industry box office declined 5.2% in 2014 versus record setting 2012 and 2013 box offices, Cinemark’s domestic admissions revenue outperformed the North American industry by 430 basis points for the year and our worldwide admissions revenue outperformed by 540 basis points on a currency adjusted basis. Furthermore, Cinemark continued to lead the industry and deliver worldwide Reported Adjusted EBITDA margins of over 20% to our stockholders throughout 2014. Company Performance Over One-year, Three-year and Five-year Periods Some of the key indicators of the Company’s financial health and performance over the one- year, three- year and five- year fiscal periods are as follows: 43 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Revenue: Financial Metric 2010 2011 2012 2013 2014 Revenue $2,141.1 million $2,279.6 million $2,473.5 million $2,682.9 million $2,627.0 million Net Income: Financial Metric 2010 2011 2012 2013 2014 Net Income $146.1 million $130.5 million $168.9 million $148.5 million $192.6 million 44 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Diluted Earnings Per Share: Financial Metric 2010 2011 2012 2013 2014 Earnings Per Share $1.29 $1.14 $1.47 $1.28 $1.66 Reported Adjusted EBITDA: Financial Metric 2010 2011 2012 2013 2014 Reported Adjusted EBITDA $485.9 million $519.5 million $589.2 million $625.3 million $596.5 million See footnote 20 on page F-36 of the 2014 Form 10-K for reconciliations of non-GAAP financial measures for the 2012, 2013 and 2014 fiscal years. See footnote 23 on page F-38 of the 2012 Form 10-K for the 2011 and 2010 fiscal years. 45 CINEMARK HOLDINGS, INC.     2015 Proxy Statement DISCUSSION The Process of Setting Executive Compensation How Do We Set Executive Compensation? Compensation Committee The Compensation Committee is responsible for: v establishing, evaluating and overseeing the Company’s compensation program; v determining the compensation of each of the named executive officers; v determining the compensation of the other executive officers and other senior officers as it deems appropriate; v establishing certain business criteria and performance targets relevant to the compensation of the CEO and other executive officers and evaluating their performance against such business criteria and performance targets; and v approving the grant of all equity and non-equity based compensation. The Compensation Committee establishes the compensation of the CEO withoutand certain other executive management input, but may be assisted in this determination byofficers and our independent, outside compensation consultants.consultant assists the Compensation Committee upon its request. In establishing the compensation of the named executive officersNEOs (other than the CEO) and thecertain other executive officers, the Compensation Committee may consider the recommendations of the CEO and input received from the compensation consultants. There is no set date but typically, the Compensation Committee determines the level of annual cash incentive bonus and equity incentive compensation during the first quarter of a fiscal year.consultant. If deemed appropriate, the Compensation Committee advises the Board of its determination of the compensation of the CEO and certain other executive officers prior to its implementation. While the Compensation Committee may consider input provided by the Board, the decisions regarding annual cash incentive bonus and equity incentive compensation are made solely by the Compensation Committee. The below discussion elaborates on the role of each participant involved in setting executive compensation, and other factors that are considered in the process. 39 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Compensation Committee:  The Compensation Committee is responsible for: v establishing, evaluating and overseeing the Company’s compensation program; v setting the annual base salaries of the NEOs and certain other executive officers as it deems appropriate; v establishing business criteria and setting performance targets for the cash bonus and the long-term equity incentive awards; v certifying the Company’s performance over the relevant performance periods for purposes of the cash bonus and the long-term equity incentive awards; and v evaluating the performance of the CEO and the NEOs against set business criteria and performance targets. Role of the CEO:  In making compensation decisions for executive officers, the Compensation Committee solicits the views of our CEO and the compensation consultant. The CEO does not make recommendations to the Compensation Committee about his own compensation and none of our executive officers are involved in the Compensation Committee’s determination of their own compensation. Compensation Consultant :  The Compensation Committee has the sole authority under the Compensation Committee Charter, to the extent it deems appropriate, to retain one or more consultants and has direct responsibility for the compensation and oversight of the work of any compensation consultant. The Compensation Committee also has the right to receive information it deems pertinent from management, employees, outside counsel and other advisers. None of our executive officers are involved in the Compensation Committee’s determination of their own compensation. The scope of the compensation consultant’s engagement have covered the following:     v Makemake recommendations regarding the design of the Company’s executive compensation program and the competitiveness of individual compensation levels of the namedNEOs and certain other executive officers;   v Reviewreview and recommend appropriate changes to the Company’s executive compensation program;   v Advise the Company andadvise the Compensation Committee on companies that should populate a peer group to be used by the Compensation Committee as reference points for executive compensation and suggest changes to the peer group as appropriate; 46 CINEMARK HOLDINGS, INC.     2015 Proxy Statement   v Review,review, as requested, proposals related to executive compensation brought before the Compensation Committee of the Board of Directors and provide the Committee with its objective analysis and recommendations;   v Attendattend Compensation Committee meetings as requested; and   v Adviseadvise the Compensation Committee on emerging trends and issues related to the compensation of public company executive officers. To help determineFor purposes of determining executive compensation for the 2014 compensation levels of the named executive officers,2015 fiscal year, the Compensation Committee engagedhired Pay Governance LLC (“Pay Governance”) as theto conduct a competitive review of our executive compensation consultant.program. Pay Governance analyzed Cinemark executive compensation in relation to competitive market data and included the following: Independence of Compensation Consultant: v review of compensation peer group (defined below) financials; v competitive analysis of total direct compensation and its elements for Section 16 officers; and v review of aggregate equity program statistics. In light of the NYSE listing standards regarding independence of compensation consultants, the Compensation Committee evaluated the independence of Pay Governance. The Compensation Committee reviewed, among other items, a questionnaire executed by Pay Governance addressing its 40 CINEMARK HOLDINGS, INC.     2016 Proxy Statement independence and that of the members of the consulting team, including the following factors: (i) other services provided to the Company by Pay Governance,the compensation consultant, (ii) fees paid by the Company as a percentage of Pay Governance’sthe compensation consultant’s total revenue, (iii) policies or procedures of Pay Governancethe compensation consultant that are designed to prevent conflicts of interest, (iv) any business or personal relationships between any of the members of the consulting team and a member of the Compensation Committee or any of the Company’s executive officers, and (v) any Company stockCommon Stock owned by any of the members of the consulting team or any immediate family member. Based upon this review, the Compensation Committee concluded that the work performed by Pay Governance andfor the members of the consulting team involved in the engagement2015 fiscal year did not raise any conflictconflicts of interest. Role ofThe compensation committee appointed Pearl Meyer as the CEO In makingCompany’s compensation decisionsconsultant for executive officers, the Compensation Committee solicits the views of our CEO and the compensation consultant. The CEO is not present during Compensation Committee meetings and does not make recommendations to the Compensation Committee about his own compensation.2016 fiscal year. Competitive PositioningPeer Review : We compete with a peer group of companies (referred here as the “compensation peer group”) for executive level talent. To attract, retain and motivate the highest caliber executive management who areteam critical to our long-term success, the Compensation Committee believes theirthe management team’s compensation should be aligned to similarly situated executives within our compensation peer group. To determine the competitiveness of our compensation,For this purpose, the Compensation Committee reviews our compensation peer group data provided by ourrequests the compensation consultant annually. Typically, ourto provide compensation data annually, based on a peer review of Cinemark’s direct competitors and companies in the entertainment industry that are of similar size to Cinemark and could compete with us for executive talent. The compensation consultant for the year has providedtypically provides compensation data for the 25th, 50th25th, 50th and 75th75th percentiles for each component of compensation and total target compensation for each named executive officer. TheNEO. While the Compensation Committee uses the data for informational purposes and does not target a specific percentile ofbenchmark executive compensation, for any named executive officer.it does take into consideration the survey information provided by the compensation consultant to ensure that our compensation structure and targets are competitive with our compensation peer group. For purposes ofTo determine executive compensation for the 20142015 fiscal year, Pay Governance provided competitive compensation analysis from two sources – (i) most recent proxy data for NEO compensation and (ii) published general industry survey data for 2014 for the selection criteriaNEOs and certain other executive officers. The compensation peer group selected for the 2015 fiscal year represented an executive talent labor market similar to Cinemark and were of comparable size (median) in terms of revenue and market capitalization. The compensation peer group comprised of the following 11 companies (although it was noted that several peers have outlier pay practices and programs): AMC Entertainment Holdings, Inc. Netflix, Inc. Carmike Cinemas, Inc. Panera Bread Company Chipotle Mexican Grill, Inc. Regal Entertainment Group Dreamworks Animation SKG Inc. Sirius XM Holdings Inc. IMAX Corporation Wynn Resorts Ltd. Lions Gate Entertainment Corp. The compensation survey data was analyzed in relation to three groups – (i) the peer proxy group representing the full Cinemark compensation peer group remained(referred to as the same as 2013. The criteria was a combination“proxy peers”) (ii) the general industry survey group representing participants with revenue between $2 billion and $10 billion with sample size varying by position of various factors such as revenue levels, total assets, market capitalizationthe executive, and business models particularly relevant to Cinemark’s growth(iii) direct competitors—RGC, AMC, CKEC and expansion in theIMAX.   4741 CINEMARK HOLDINGS, INC.     20152016 Proxy Statement international markets. Based upon that assessment, the following companies within the leisure, hospitality and entertainment services industry comprised our compensation peer group for the 2014 fiscal year: AMC Entertainment Holdings, Inc. Sirius XM Radio Inc. Carmike Cinemas, Inc. Netflix, Inc. Chipotle Mexican Grill, Inc. Panera Bread Co. DreamWorks Animation SKG, Inc. Regal Entertainment Group IMAX Corporation Wynn Resorts Ltd. Lions Gate Entertainment Corp. Pay Governance compiled compensation data for the compensation peer group from a variety of sources, including proxy statements for 2013, public filings and other published survey sources. In addition to the data related to the compensation peer group, to set compensation for the 2014 fiscal year,Timing: Annual base salaries are typically approved by the Compensation Committee also consideredtowards the international exhibition industry which has becomeend of the last quarter of the previous fiscal year. The Company’s performance target for purposes of the Bonus Plan and individual target levels for cash bonus and long-term incentive awards are set during the first 90 days of the fiscal year. The timing of the performance-based compensation is dictated by the requirements of Section 162(m) to qualify such compensation as a competitive marketdeductible expense under Section 162(m) of the Code. SeeTax Considerations on page 49. Long-term equity incentive awards for our executives.the fiscal year are typically granted on the same day to all participants to the Amended and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive Plan (the “Incentive Plan”), including the NEOs, at the closing price of the Common Stock on the previous trading day or on the grant day (both permitted by the Incentive Plan). Design of the Executive Compensation Program The design of our executive compensation is simple and is consistent with the compensation structure used in our industry:     v annual base salary;   v performance-based cash bonus; v service-based equity award;   v annual performance-based cash incentive bonus; v performance-based equity award vesting after a performance period and a subsequent period of additionalcontinued employment; and   v limited perquisites.standard benefits. Annual base salary isand benefits are the only fixed componentcomponents of the summary compensation of an executive as its value isthe values of those components are not subject to Company performance or fluctuations in the price of our Common Stock. Annual cash incentiveCash bonus and long-term equity incentive awards are the variableperformance-based components of compensation. We believe the distribution between fixed and variableperformance-based components offers a competitive compensation program while appropriately mitigating risk. Annual Base Salary: The annual base salary represents minimum payment for a satisfactory level of individual performance for the duration of employment with the Company. The Compensation Committee seeks to keep annual base salary competitive to help attract and retain qualified executives. Annual base salaries for the executive officers are determined by the Compensation Committee based on a variety of factors including:     v nature and responsibility of the position;   v expertise of the individual executive; v competitiveness of the market for the executive’s services; v potential for driving the Company’s success in the future; v peer compensation data;   4842 CINEMARK HOLDINGS, INC.     20152016 Proxy Statement   v competitiveness of the market for the executive’s services; v potential for driving the Company’s success in the future; v compensation peer group data; v the performance reviews and recommendations of the CEO (except in the case of his own compensation); and   v other judgmental factors deemed relevant by the Compensation Committee such as recommendations of the compensation consultant.Committee. However, theThe Compensation Committee has not adopted any formula with specific weightings assigned to any of the factors above. The Company has employment agreements with the named executive officers.each NEO. Under the employment agreements, the annual base salaries are subject to annual review by the Compensation Committee and can be increased but not decreased. In determining2015, the base salary of each NEO was increased by 3% over their respective 2014 salaries. With respect to the compensation peer group, the annual base salaries for the 2014 fiscal year, the Compensation Committee took into consideration the pay practices at our ‘compensation peer group’, the competitive market for our executives, both domestic as well international, and enhanced job responsibilities of certain executive officers such as Mr. Copple who was promoted to the position of President and Chief Operating Officer effective January 21, 2014. The peer pay review was based on a compensation report prepared by Pay Governance. The report was based on a projected pay level for each of the named executive officers and compensation data publicly available for the 2013 fiscal year for the Company’s ‘compensation peer group’. See page 47 for the definition of the Company’s ‘compensation peer group’. The competitive analysis presented in Pay Governance’s review indicated that compensation levels, base salaries included, for the Company’s named executive officers were below amarket median – 71% of median on average – and more competitive range of peer pay levels. To ensurewith the continued competitiveness of pay for our key top executive talent and, in Mr. Copple’s case, to reflect increased responsibilities associated with a promotion, the Compensation Committee determined the following annual base salaries and raises from the 2013 fiscal year for the named executive officers. The 2014 annual base salaries are also compared to relevant competitive market data in the table below.25th percentile.    Lee Roy Mitchell Tim Warner Robert Copple Sean Gamble Valmir Fernandes Amount in 2014 $885,897 $800,000 $600,000 $450,000 $470,000 Percentage of Raise 3% 13.1% 18.8% N/A 27.7% Market Percentile <75th 25th <50th N/A <50th Annual Cash Incentive Bonus: Pursuant to our compensation philosophy of pay for performance, we provide participants to our Bonus Plan an opportunity to earn an annuala cash incentive bonus tied to annual Company performance measured against pre-established performance metrics set for the fiscal year by the Compensation CommitteeCommittee. This opportunity is intended to compensate participants for achieving short-term financial and operational goals of the fiscal year. In setting total compensation,Company with individual targets based on the Compensation Committee considers this annual cash incentive bonusparticipant’s position and potential contribution to be an important tool in motivating and rewarding performance over the short-term.achievement of the Company’s targets. While the annual cash incentive bonus provides an additional compensation opportunity it also subjects the Bonus Plan participant to the financial risks of the Company. Consequently, annual cash incentive bonus percentages are commensurate with the participant’s position and potential impact on the Company’s performance as determined by the Compensation Committee. 49 CINEMARK HOLDINGS, INC.     2015 Proxy Statement The following steps are performed annually for the Bonus Plan: (1)Setting a Target Cash Bonus. DuringIn order to qualify the cash bonus as fully tax deductible to the Company under Section 162(m) of the Code, the Compensation Committee sets the Company’s target performance metric for the fiscal year and the target bonus for each NEO (as a percentage of annual base salary) before the end of the first quarter90 days of the fiscal year, the Compensation Committee approves the range of potential payouts as percentage of target (33%, 100% and 133%), at a threshold, target and maximum level of annual cash incentive bonus for the participants to the Bonus Plan. The target annual cash incentive bonus amount is generally set at a percentage of the participant’s annual base salary although the Compensation Committee may take into account other factors deemed relevant, such as the individual’s performance and contributions outside of the quantitative targets and recommendations from the CEO (except for target annual cash incentive bonus amounts for himself). As such, given the outperformance of our international segment over the past fiscal years, the Compensation Committee has determined that Mr. Fernandes’s annual cash incentive bonus opportunity should be calculated based on the average of worldwide Adjusted EBITDA and international Adjusted EBITDA performances. year. Each participant under the Bonus Plan is entitled to receive a ratable portion of histhe participant’s target annual cash incentive bonus based upon the Company’s level of achievement of the performance metric within a range of threshold and maximum percentage of the target performance metric. The actual amount of annual cash incentive bonuses paid, if any, may result in an annuala cash incentive bonus that is greater or less than the stated target (and could be zero) depending on whether, and to what extent, the applicable performance and other conditions are satisfied. While the Compensation Committee sets individual targets for each NEO and certain other key executive officers, it authorizes the CEO and the President to set the target bonuses of the other participants to the Bonus Plan. In setting the target bonus percentages of each NEO, the Compensation Committee takes into consideration the peer review compensation data and such other factors as deemed relevant, such as the individual’s potential contribution to the Company’s performance, the executive’s prior performance, overall market conditions, market variables in a specific sector, contributions outside of the quantitative targets and recommendations from the CEO (except for target cash bonus amounts for himself). 43 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Under the Bonus Plan, the maximum annual cash incentive bonus amount of a named executive officerNEO is capped at the lesser of 200% of such named executive officer’sNEO’s annual base salary or $3 million. For the 2015 fiscal year, the target cash bonus percentages of Messrs. Mitchell, Warner, Zoradi and Copple were set pursuant to their respective individual employment agreements. The cash bonus targets for Messrs. Gamble and Fernandes were set by the Compensation Committee in March. (2)SettingDetermining the Company’s Pre-Established Performance TargetMetric. DuringIn determining the first quarter of each fiscalCompany’s performance target for the year, the Compensation Committee establishes the performance target of the Company for the year. The performance target may includeconsider factors, by way of example but not limitation, any or all of the following: revenue; net sales; operating income; earnings before all or any of interest, taxes, depreciation and/or amortization (“EBIT”, “EBITA”, or “EBITDA”); Adjusted EBITDA; Adjusted EBITDA Margin; cash flow; working capital and components thereof; return on equity or average stockholder’s equity; return on assets; market share; sales (net or gross) measured by product line, territory, customer(s), or other category; stock price; earnings per share; earnings from continuing operations; net worth; credit rating; levels of expense, cost or liability by category, operating unit or any other delineation; any increase or decrease of one or more of the foregoing over a specified period; or implementation or completion of critical projects. With respect to certain participants who are not named executive officers, these targets may also include such objective or subjective performance goals as As previously discussed, in 2015 the Compensation Committee revised the cash bonus targets to make the bonus program competitive with the bonus programs of our direct competitors and to more accurately compensate management for performance. Beginning 2015, the pre-established performance metric of Adjusted EBITDA may from timebe adjusted based on a variance, year over year, between the actual North American industry box office and the estimated industry attendance used to time, establish. Forset the 2014Adjusted EBITDA target at the beginning of the fiscal year. The target Adjusted EBITDA for the 2015 fiscal year was set by the Compensation Committee, for purposes of the Bonus Plan, at $643.6 million, which amount could be adjusted based upon the difference between the actual industry attendance and the attendance expectations used Reportedin setting the Adjusted EBITDA to set the target for payout of annualthe year. The cash incentive bonus.bonus scale for 2015 was set as follows: (3)Measuring Performance. Prior to making any paymentspayouts under the Bonus Plan, the Compensation Committee reviews whetherassesses and certifies the applicableCompany’s performance factors were attained.in the first quarter of a fiscal year for the prior year. In reaching its conclusions,assessment, the Compensation Committee willmay make, if needed, certain adjustments as specified in the Bonus Plan. Such adjustments include, but are not limited to, factors such as changes in accounting principles and extraordinary, unusual or non-recurring events that were not included in the operating budget for the performance periodfiscal year being considered (such as the disposition of a theatre or theatres or the cessation of operation of a theatre as a result of a natural disaster). The Compensation Committee may, in its discretion, at any time, establish (and, once 44 CINEMARK HOLDINGS, INC.     2016 Proxy Statement established, rescind, waive or amend) additional conditions and terms of payment of the annual cash incentive bonus (including, but not limited to, the achievement of other financial, strategic or individual goals, which may be objective or subjective) as it may deem desirable in carrying out the purposes of the Bonus Plan andPlan. The Compensation Committee may also take into account such other factors as it deems appropriate in administering any aspect of the Bonus Plan, including reducing the amount of the annual cash incentive bonus at any time prior to payment based on such criteria as it shall determine, including, but not limited to, individual merit and the attainment of specified levels of one or any combination of the performance factors. However, theThe Compensation Committee cannot, however, adjust upwards the cash incentive compensationbonus payable to a named executive officerNEO or waive the achievement of a performance target 50 CINEMARK HOLDINGS, INC.     2015 Proxy Statement requirement for a named executive officerNEO except in the case of the death or disability of the executive or a change of control of the Company. For reasonsMeasuring the 2015 Fiscal Year Performance: No adjustment (as discussed earlierabove) was made to the target Adjusted EBITDA of $643.8 million for the purpose of determining cash bonus payouts under the discussionBonus Plan since the actual industry attendance figures for the 2015 fiscal year remained within the range of attendance expectations used in setting the Adjusted EBITDA target for the year. The target Adjusted EBITDA achieved by the Company was $676.7 million which was calculated, similar to previous years, using reported Adjusted EBITDA of $663.8 million with adjustments for cash bonus and certain severance expenses. (See footnote 20 on page F-39 of the determination2015 Form 10-K for reconciliations of non-GAAP financial measures). Cash bonus payouts were at the maximum and all participants to the Bonus Plan, including the NEOs, received cash bonus at 150% of their individual targets. Mr. Fernandes’ target cash bonus is calculated based on the average of reported Adjusted EBITDA and international Adjusted EBITDA. Despite a record-setting performance by our international segment in 2015, the international Adjusted EBITDA was adversely affected by the unusual foreign exchange translation adjustments occurring due to the substantial unforeseen currency devaluations across our Latin America operations. As a result, the portion of Mr. Fernandes’ cash bonus which was based upon the international Adjusted EBITDA was negatively impacted. Had the currency impact been excluded, the international Adjusted EBITDA portion of Mr. Fernandes’ cash bonus would have resulted in a payout of 150% of his individual target. Since this was a condition over which Mr. Fernandes had no control, following our compensation philosophy of pay for performance, the Compensation Committee awarded Mr. Fernandes a discretionary bonus of $132,128 to adjust his cash bonus portion that was subject to the international Adjusted EBITDA to its maximum level. His total cash bonus, including the discretionary bonus, yielded a bonus payment of 150% of his individual target level, consistent with other NEOs. As percentage of annual base salary, for 2014, the Compensation Committee deemed it appropriate to review the annual cash incentive bonus target percentages of certain executives. Based on the review, the Compensation Committee revised the target bonus opportunitytargets of the named executive officers. While this revision potentially raises the total compensation, it also ties a higher percentage of total compensation to Company performance. The following table provides the target annual cash incentive bonus opportunity (as percentage of base salary) for the 2014 fiscal year for eachNEOs were competitive with that of the named executive officers compared to relevant competitive market data and the actual amounts received by them in February 2015.compensation peer group.    Lee Roy Mitchell Tim Warner Robert Copple Sean Gamble Valmir Fernandes Target Bonus Opportunity 100% 100% 100% 75% 85% Target Bonus Amount $885,897 $800,000 $600,000 $337,500 $399,500 Market Percentile <25th 50th 75th N/A <75th 2014 Actuals $737,953 $666,400 $499,800 $117,077 $395,932 Equity Incentive Compensation: In addition to the annual cash incentive bonus, the Compensation Committee also annually awards service-based and performance-based equity incentive compensation annually, pursuant to the Restated Incentive Plan. Service-based equity compensation enables us to attract and retain highly qualified executive officers as leaders to ensure our continued success. Long-term performance-basedPerformance based equity compensation encourages Company’s long-term growth and aligns the executive’s interests with the interests of our stockholders. Pursuant to the Restated Incentive Plan, restricted stock and performance awards (in the form of restricted stock units) have been granted annually to eligible employees, including the named executive officers. There is no set date for the annual equity grant, but typically, Typically, grants to all eligible employees, including the named executive officers,NEOs, are made on the same day (andand, to avail of tax deductibility for performance-based awards, within the first 90 days of the fiscal quarter).year. No stock options have been granted by the Company since 2004. The Compensation Committee has concluded that restricted stock and performance awardsrestricted stock units are a superior vehicle of incentive compensation rather than stock options by allowingsince stock options do not allow our executives to benefit from our dividend policy. 45 CINEMARK HOLDINGS, INC.     2016 Proxy Statement The Compensation Committee determines the split between service-based and performance-based awards based upontaking into consideration various factors such as Company’s performance with respect to its industry competitors on a historical basis, individual leadership, and contribution of individual executive officers to Company operations, and the natureprojected state of the economic environment.economy over the performance period. Generally, the total grant date value of equity incentive award is split equally between service-based and performance-based awards (at the target level of performance-based awards is close to the value of the service-based restricted stock awardlevel) with the maximum potential of the performance-based awards at 150% of the value of the service-based restricted stock award. In certain years the Compensation Committee has adjusted the percentage split of the performance-based and service-based equity awards to appropriately incentivize and motivate the executive officers in response to Company performance and targeted goals. Restricted Stock. Generally, restricted stock is awarded to eligible employees annually as a retention incentive. Periodic awards of restricted stock can also be made at the discretion of the Compensation Committee and such periodic awards have been made in certain limited instances to attract executive talent such as the grant to Sean Gamble in 2014. Grants of restricted stock are generally based upon a percentage of the eligible employee’s annual base salary. However, such grants could be subject to some adjustment based on the 51 CINEMARK HOLDINGS, INC.     2015 Proxy Statement individual employee’s performance during the previous fiscal year. All participants to the Restated Incentive Plan are eligible to receive restricted stock. Restricted stock grants typically vests 50% on each of the second and fourth anniversaries of the grant date subject to continuous employment through the vest dates. However, the restricted stock granted to Mr. Warner in 2012 and 2013 vests equally over three years and the restricted stock granted to Mr. Gamble in 2014 vestsvest equally over twothree years. RestrictedAdditionally, all of Mr. Warner’s outstanding restricted stock awards granted tovested as specified in his employment agreement when his employment agreement expired on April 1, 2016. All of Mr. WarnerCopple’s outstanding restricted stock also vested pro rata as specified in years prior to 2012 remain subject to the typical four year vesting schedule.his employment agreement when he terminated his employment for Good Reason (as defined in his employment agreement) effective March 4, 2016. Recipients of restricted stock awards are permitted to: (i) receive dividends on the restricted stock to the extent dividends are paid by the Company on shares of its Common Stock, and (i) receive dividends on the restricted stock to the extent dividends are paid by the Company on shares of its Common Stock, and (ii) (ii) to vote such Common Stock during the restriction period. The Company’s current dividend rate is $0.27 per quarter. Performance Awards. Performance awards entitle recipients to vest in or acquire shares of Common Stock upon the attainment of specified performance goals over the performance period established by the Compensation Committee. Only the named executive officersNEOs and certain executive officers who have a significant impact on the Company’s long-term performance have been awarded performance awards. Performance awards can be granted in the form of restricted stock or restricted stock units although since 2008 the performance awards have only been granted as restricted stock units. The performance goals are based on one or more pre-established objective criteria that specify the number of shares of Common Stock under the performance award that will be issued (if the performance award is in the form of restricted stock unit) or shall vest (if the performance award is in the form of restricted stock) ifupon attaining the performance goal is attained. During the first quarter of a fiscal year, the Compensation Committee approves the performance goal for the applicable measurement period. Common Stock received upongoals. After attainment of the performance goals, under a restricted stock unit awardthe underlying Common Stock may be subject to additional service-based vesting conditions. Any dividends that are attributable to the underlying Common Stock relating to a restricted stock unit based performanceperformance-based award will be accrued and paid to the recipient to the extentwhen the vesting conditions are satisfied and the number of shares that vest.satisfied. Currently our performance goal is based on an implied equity value concept that determinesmeasures the change in an IRR during a performance period. For performance awardsrestricted stock units granted from 2008 until 2013, the performance period was a three-year period. period with an additional one-year service requirement. 46 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Beginning in 2014, the Compensation Committee changed the performance period to a two-year period.period with an additional two-year service requirement. This change of the performance period was based on an annual re-evaluation of the Company’s growth, strategic plan and timetable of results delivered in the past years. The performance period for the performance awards granted in March 2014 is from January 1, 2014 to December 31, 2015. The implied equity value is based on a valuation formula utilizing a multiple of Reportedreported Adjusted EBITDA (subject to certain specified adjustments) and other factors that produces a fundamental valuation of Cinemark equity. IRR represents the growth in this implied equity value. Each performance target underlying the performance awards has a threshold, target and maximum level of payment opportunity and vest on a pro rata basis according to the IRR achieved during the performance period, with the maximum payment opportunitylevel equal to 150% of the individual’s target opportunity.target. The targets for the current fiscal year are established in writing by the Compensation Committee inwithin the first quarter90 days of the fiscal year. The number of shares of Common Stock an executive may receive upon the attainment of a performance goal cannot be determined at the date of grant because the payment of such compensation is contingent upon attainment of the IRR and is further subject to the discretion of the Compensation Committee.IRR. If at the end of the performance period the Compensation Committee determinescertifies that the performance target has been met, the shares of Common Stock underlying the restricted stock units are subject to each performance award shall be further subject toan additional service-based vesting restriction contingent upon the employee’s continued service until the vest date. However, pursuant In October 2015, the Compensation Committee reviewed the IRR formula for the restricted stock units granted in March 2013 and 2014. Upon review, the Compensation Committee determined that it was in the Company’s best interest to adjust the IRR formula for the 2013 and 2014 fiscal years because of the extra-ordinary adverse impact of the devaluation of the Latin American currencies on the Company’s foreign cash and international Adjusted EBITDA. Currency devaluations and the resulting foreign currency translation adjustments are outside of the control of management and reported amounts did not accurately reflect management’s performance and the Company’s outperformance of its peers. The Compensation Committee made an adjustment for purposes of calculating the IRR for the restricted stock units granted in 2013 and 2014 as follows – if at the end of the applicable performance period the exchange rate of the local currencies of the Company’s foreign operations has fluctuated by more than +/- 7.5% against the U.S. dollar compared to the Second Amended Agreement, if Mr. Warner’s employment terminatesforeign exchange rates for such currencies at the beginning of the applicable performance period, then the impact of the foreign exchange rate to be used for translation of all of the countries’ Adjusted EBITDA and cash holdings for purposes of the IRR calculation would be capped at the 7.5% collar. In March 2016, the Compensation Committee certified the results for the vesting of the restricted stock units granted in 2013 and 2014 and approved the vesting of 100% of the maximum shares of Common Stock underlying the restricted stock units which will be issued in March 2017 and March 2018 respectively, upon satisfaction of the additional service requirement. Additionally, for the restricted stock units granted for the 2015 fiscal year, the Compensation Committee granted the awards with IRR percentages that were revised from those of previous years. The change in IRR percentages was warranted due to a decrease in the expirationrate of the termcost of capital by 150 basis points since 2008 when the Second Amended Agreement on April 1, 2016, Mr. Warner shall not be required to fulfill the additional employment requirement through March 2018. 52 CINEMARK HOLDINGS, INC.     2015 Proxy Statement The following table sets forth the various IRR percentages andwere first set. Thus, the number of corresponding performance shares that can be earned by each eligible participant underIRR percentages for the 2014 Grant:2015 grant were set as follows:   Level IRR Performance Shares Issuable Threshold IRR equal to 8.5%7.5% but less than 10.5%9.5% 331/3%⁄3% of the maximum performance shares issuable Target IRR equal to 10.5%9.5% but less than 12.5%11.5% 66 2/3%⁄3% of the maximum performance shares issuable Maximum IRR equal to or greater than 12.5%11.5% 100% of the maximum performance shares issuable 47 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Payout is prorated for performance between threshold and target and between target and maximum. If the IRR for the applicable performance period is at least 8.5%7.5%, which is the threshold, at least one-third of the restricted stock units vest. If the IRR for the applicable performance period is at least 10.5%9.5%, which is the target, at least two-thirds of the restricted stock units vest. If the IRR for the applicable performance period is at least 12.5%11.5%, which is the maximum, 100% of the restricted stock units vest. Further, asAs an example, if the Company achieves an IRR equal to 11.5%10.5%, the number of restricted stock units that shall vest will be greater than the target but less than the maximum number that would have vested had the Company achieved the highest IRR. The restricted stock units granted in 2015 have a two-year performance period, from January 1, 2015 until December 31, 2016, and a two-year service requirement. Once the Compensation Committee has certified the IRR achieved during the performance period, the award recipient must still satisfy an additional two-year service period until March 2019. However, under the terms of the respective employment agreements, the Common Stock underlying the restricted stock units granted to each of Messrs. Warner and Copple shall be issued pro rata as specified in their employment agreements, to the extent they vest, at the end of the performance period. All restricted stock units of Mr. Warner and Mr. Copple which were outstanding but for which performance has been certified by the Compensation Committee as of their respective employment termination dates, vested pro rata as specified in their employment agreements, without any continued service requirement. Such restricted stock units were granted in 2012 (for Mr. Copple only), 2013 and 2014. The restricted stock units granted in 2012 vested at 76.67% of the maximum and the restricted stock units granted in 2013 and 2014 vested at 100% of the maximum. Subject to the additional service requirement, the vest dates for these awards would have been March 8, 2016, March 29, 2017 and March 26, 2018. In 2014,2015, the service-based restricted stock awards and the performance-based restricted stock unit awards were granted as a 50/50 mix at(at the target levellevel) with the value of the potential maximum level of performance-based equity grant at 150% of the value of the service-based equity grant. This distribution of equity grants is consistent with our compensation philosophy to motivate our executive officers to increase stockholder value over the term long-term while still providing incentive for continuity and short-term performance. The following table provides the total value of the equity grants (at the target level) madeCompared to the named executive officers in 2014 compared to relevant competitive market data.    Lee Roy Mitchell Tim Warner Robert Copple Sean Gamble Valmir Fernandes Minimum Equity Grant per Employment Agreement N/A 200% of Base 150% of Base N/A N/A 2014 Grant $0 $1,599,952 $899,980 $249,992 $587,467 Market Percentile N/A 25th <50th N/A <50th The service-based restricted stock granted to Messrs. Copple and Fernandes shall vest, subject to continued employment throughcompensation peer group, the vest dates, 50% in March 2016 and the remaining 50% in March 2018. The restricted stock granted to Mr. Warner vests equally over two years and the restricted stock granted to Mr. Gamble vests equally over three years. Futurelong-term incentive grants to Mr. Gamble are expected to contain vesting provisions on the second and fourth anniversary dates of the grants. The payout of the performance awards (in the form of restricted stock units) granted in 2014 is subject to the achievement by the Company of an IRR set by the Compensation Committee for the two-year performance period from January 1, 2014 to December 31, 2015 and continued employment until March 2018. However, Mr. Warner does not have to fulfillNEOs were below the additional service requirement if the term of the Second Amended Agreement expires on April 1, 2016. Similar to previous years, no equity award was granted to Mr. Mitchell as the Compensation Committee determined that Mr. Mitchell has substantial equity stake in the Company, which, as of the Record Date, is approximately 5% (excluding The Mitchell Special Trust). Also, since Mr. Gamble joined the Company eight months into the two-year performance period, the Compensation Committee did not grant any performance awards to Mr. Gamble. 53 CINEMARK HOLDINGS, INC.     2015 Proxy Statement The Compensation Committee utilizes the performance awards to align performance with pay. As such, based on the level of IRR achieved by the Company25th percentile for the three-year performance period from January 1, 2012 to December 31, 2014, the Compensation Committee determined that 76.67% of the maximum opportunity (115% of the target opportunity) of the performance awards (in the form of restricted stock units) granted to Messrs. Warner, Copple and Fernandes on March 8, 2012 (the“2012 Grant”) shall vest. The table below provides the number of performance awards (maximum) granted in 2012 and the number of performance awards to vest, subject to continuous employment through March 8, 2016:2015 fiscal year. Name Granted in 2012 To Vest in 2016 Lee Roy Mitchell - - Tim Warner 35,358 27,108 Robert Copple 20,203 15,489 Sean Gamble - - Valmir Fernandes 15,925 12,209 Perquisites: With limited exceptions, the Compensation Committee’s policy is to provide benefits and perquisites to our named executive officersNEOs that are substantially the same as those offered to our other employees at or above the level of vice president. The benefits and perquisites that may be available in addition to those available to our other employees include life insurance premiums and long-term disability insurance and executive disability insurance. Pursuant to his employment agreement, we reimburse Mr. Zoradi for certain personal expenses in the amount of $30,000 annually. 401(k) Plan: We sponsor a defined contribution savings plan, or 401(k) Plan, whereby certain employees may elect to contribute, in whole percentages between 1% and 50% of such employee’s cash compensation, provided no employee’s elective contribution shall exceed the amount permitted under Section 402(g) of the Code ($17,50018,000 for 2015, $17,500 for 2014 and $17,500 for 2013 and $17,000 for 2012)2013). In 2014,2015, participants over the age of 50 could contribute an additional $5,500.$6,000. We may make an annual discretionary matching contribution up to a maximum of 6% of the employee’s annual cash compensation to the 401(k) Plan, subject to the limits specified by 48 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Section 402(g) of the Code. In 2014,2015, our annual discretionary matching contribution was 100% up to 3% and 75% for the remaining 3% of the employee’s contribution. Our discretionary matching contributions immediately vest.vest but payments are made in the first quarter of the following year. Tax Considerations The Compensation Committee considers the tax impact to the Company when making executive compensation decisions and has a practice of delivering compensation in a tax-efficient manner whenever reasonable. However, the priority of the Compensation Committee is to provide competitive compensation that would serve the objectives of retention, reward and motivation in the best possible mix of the various compensation components in a particular year. Therefore, in certain years some compensation paid to the named executive officersNEOs may not be deductible by the Company due to the limitations of Section 162(m) of the Code. Section 162(m) provides that the amount of compensation that we may deduct each year for our “covered employees”- the CEO and each of the three most highly paid officers (other than our CFO) - is $1 million. Elements of compensation that qualify as “performance-based compensation” are deductible even if in excess of this $1 million limit. In structuring the compensation programs that apply to the covered employees, wethe Compensation Committee considered the requirements and consequences of Section 162(m) of the Code. We designed several elements of our overall compensation program in the form of performance-based compensation. The performance awardsrestricted stock units are intended to 54 CINEMARK HOLDINGS, INC.     2015 Proxy Statement qualify as performance-based compensation and shall therefore be fully tax deductible. Similarly, annual cash incentive bonuses paid pursuant to the Bonus Plan are intended to qualify as performance-based compensation. In addition to annual cash incentive bonuses and performance awards,restricted stock units, the Company has also granted, and may continue to grant, service-based restricted stock awards to covered employees that are not intended to be performance-based compensation and will count against the $1 million compensation deduction limit. In 2014,2015, Messrs. Warner, Copple and Fernandes recognized compensation in excess of $1 million upon vesting of restricted stock granted in 2010, 20122011 and 2013 (which was only forand Mr. Warner), that was not performance-basedWarner also recognized compensation in excess of $1 million due to the vesting of restricted stock granted in 2011, 2012, 2013 and in part, is not deductible by the Company under Section 162(m) of the Code.2014. While the Compensation Committee has taken into account the potential application of Section 162(m) of the Code on compensation decisions and the Company generally seeks to ensure the deductibility of the incentive compensation paid to the covered employees, the Compensation Committee intends to retain the flexibility necessary to continue the competitive pay practices of the Company. Therefore, not all incentive compensation awards may be fully deductible by the Company. In addition, there may be ambiguities regarding how the conditions to qualify as “performance-based” compensation will be interpreted and administered under the income tax regulations, so that amounts that the Company intends or expects to qualify as deductible may not so qualify. Accordingly, there is no certainty that all elements of compensation discussed in this proxy statement will in fact be deductible. Compensation Risk Assessment The Compensation Committee reviews and approves the design, goals and payouts under the Bonus Plan and the Restated Incentive Plan. The Compensation Committee monitors whether the Company’s compensation programs for executives and employees encourage unnecessary or excessive risk taking. Upon such consideration the Compensation Committee has concluded that the Company’s compensation programs do not create risks that are reasonably likely to have a material adverse effect 49 CINEMARK HOLDINGS, INC.     2016 Proxy Statement on the Company. Below are some of the highlights of the Company’s compensation program which mitigate risks associated with compensation:     v Thethe Company’s performance metrics are established within the first 90 days of the fiscal year;   v Aa mix of cash and long-term equity awards with emphasis on equity;incentive awards;   v Annual cash incentivebonus tied to Company’s overall annual performance and measured against a pre-established objective business criteria;   v Equityequity compensation split between long-term and short-term, to balance retention and reward for short-term performance with motivation to increase long-term stockholder value;   v Equityequity compensation vesting is multi-year service-based and performance-based (with overlapping performance periods);   v Compensation Committee has discretion to reduce but may not adjust upward or waive achievement of performance targets for the annual cash incentive award;bonus; and   v The Bonus Plan caps the annual cash incentive awardbonus payouts are capped at the lesser of 200% of annual base salary or $3 million. 55 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Key Governance Features of Executive Compensation The Board believes in strong governance with regards to our executive compensation program. As such, the Board has adopted certain governance measure to ensure good governance of executive compensation. The compensation related governance principles are as follows: v The change of control payment provision in the employment agreements of the executive officers is subject to a “double trigger”. In the event of a change of control, compensation and benefits vest only if the executive officer’s employment is involuntarily terminated, without cause, or where a participant terminates employment for good reason, within one year of the change of control event. There is no “golden parachute” excise tax gross-up in the event of a change of control. v We do not have any deferred compensation or pension plans. v Pursuant to our Supplemental Policy Concerning Trading In Company Securities By Certain Designated Persons (“Supplemental Insider Trading Policy”), our named executive officers and certain other persons are prohibited from engaging in short sales of Company securities or engaging in purchases or sales of puts, calls or other derivative securities with respect to Company securities. This prohibition is based on our belief that such transactions focus attention on the Company’s short-term performance rather than its long-term objectives. v The Supplemental Insider Trading Policy also prohibits certain forms of hedging transactions, such as zero-cost collars and forward sale contracts. Such hedging does not expose the person hedging to the full risks of stock ownership. v The named executive officers and certain other persons also cannot hold Company securities in a margin account or pledge Company securities as collateral for a loan (unless the covered person can clearly demonstrate the financial capacity to repay the non-margin loan without resorting to the pledged securities). 56 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Compensation Committee Report The Compensation Committee has reviewed and discussed the CD&A as required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference in the Company’s 20142015 Form 10-K, and the Board has approved the recommendation. Respectfully submitted, Peter R. EzerskyNina Vaca (Chair) Vahe A. DombalagianBenjamin Chereskin Donald Soderquist Carlos M. Sepulveda Donald G. Soderquist Nina Vaca Securities Authorized for Issuance Under Equity Compensation Plans   Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)   Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1)   Weighted Average Exercise Price of Outstanding Options, Warrants and Rights   Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) Equity compensation plans approved by security holders 573,584 N/A 7,693,356   544,076   N/A   7,361,757 Equity compensation plans not approved by security holders - - -               -       -                  -         Total 573,584 N/A 7,693,356   544,076   N/A   7,361,757           (1)  Represents unearned shares underlying performance awards,restricted stock units, assuming the achievement of maximum performance goals.   5750 CINEMARK HOLDINGS, INC.     20152016 Proxy Statement Summary Compensation Table for 20142015 The following table sets forth summary information concerning the total compensation earned by our named executive officersNEOs for each of the last three completed fiscal years. Mr. Gamble joined the Company in August 2014. Therefore, his compensation is for the period August 27, 2014 through December 31, 2014.   Name and Principal Position Year   Salary ($)(1) Stock Awards ($)(2) Non-Equity Incentive Plan Compensation ($)(3) All Other Compensation ($)(4) Total ($)   Year   Salary ($)(1)   Bonus(2)   Stock Awards ($)(3)   Non-Equity Incentive Plan Compensation ($)(4)   All Other Compensation ($)(5)   Total ($) Lee Roy Mitchell   2014    885,897 -    737,953   21,754 1,645,604   2015     912,474         -     1,368,711     21,603     2,302,788   Chairman of the Board   2013    860,094 - 1,146,763   14,275 2,021,132   2014     885,897         -     737,953     21,754     1,645,604     2012    851,758 - 1,135,409 114,449 2,101,616   2013     860,094         -     1,146,763     14,275     2,021,132   Tim Warner   2014    825,247 1,599,952    666,400 356,074 3,447,673   2015     824,000       1,647,929     1,236,000     156,529     3,864,458   Former Chief Executive Officer   2014     825,247       1,599,952     666,400     356,074     3,447,673   and Vice Chairman of the Board     2013       707,000         1,001,381       942,643       238,535       2,889,559   Mark Zoradi   2015     301,500       109,986     427,398     23,306     862,190   Chief Executive Officer   2013    707,000 1,001,381    942,643 238,535 2,889,559                 2012    700,000 2,129,704    933,310 207,655 3,970,669 Robert Copple   2014    616,935    899,980    499,800 344,169 2,360,884   2015     618,000       926,971     927,000     156,887     2,628,858   President & Chief Operating   2013    505,000    572,216    673,316 240,864 1,991,396 Officer   2012    500,000 1,639,799    666,650 198,929 3,005,378 Former President & Chief   2014     616,935       899,980     499,800     344,169     2,360,884   Operating Officer   2013     505,000       572,216     673,316     240,864     1,991,396   Sean Gamble   2014    164,423    249,992    117,077     4,801    536,293   2015     463,500       463,442     521,438     30,674     1,479,054   Chief Financial Officer   2014     164,423       249,992     117,077     4,801     536,293   Valmir Fernandes   2014    470,000    587,467    395,932 287,278 1,740,677   2015     484,100     132,128     605,054     485,100     131,524     1,837,906   President – Cinemark   2013    367,781    450,694    397,771 188,396 1,404,642   2014     470,000       587,467     395,932     287,278     1,740,677   International   2012    364,140 1,410,722    364,131 166,173 2,305,166   2013     367,781       450,694     397,771     188,396     1,404,642     (1)  SeeDesign of the Executive Compensation Program –Annual Base Salary beginning on page 4842 for a discussion of how the annual base salary is determined. SeeMix of 2015 Compensation ElementsMixbeginning on page 4137 for the percentage of total annual compensation for the 20142015 fiscal year paid as annual base salary to each named executive officer.salary. The amount reported for Mr. Zoradi includes $16,568 paid to him as annual cash retainers as a director from June 4 until August 23 and the base salary amounts for Messrs. Warner and Copple include the base salaries effective January 1 – January 20 and January 21 –of $284,932 paid to him as CEO from August 24 until December 31. Mr. Warner’s annual base salary for the two periods were $728,210 and $800,000 respectively. Mr. Copple’s annual base salary for the two periods were $520,150 and $600,000 respectively. Mr. Gamble’sHis annualized base salary for 2014 was $450,000. $800,000. (2) Mr. Fernandes’ target cash bonus is calculated based on the average of reported Adjusted EBITDA and international Adjusted EBITDA. SeeDesign of the Execution Compensation Program – Cash Bonus beginning on page 43. Despite a record-setting performance by our international segment in 2015, the international Adjusted EBITDA, was adversely affected by the unusual foreign exchange translation adjustments occurring due to the substantial unforeseen currency devaluations across our Latin America operations. As a result, the portion of Mr. Fernandes’ cash bonus which was based upon the international Adjusted EBITDA was negatively impacted. Had the currency impact been excluded, the international Adjusted EBITDA portion of Mr. Fernandes’ cash bonus would have resulted in a payout of 150% of his individual target. Since this was a condition over which Mr. Fernandes had no control, following our compensation philosophy of pay for performance, the Compensation Committee awarded Mr. Fernandes a discretionary bonus of $132,128 to adjust his cash bonus portion that was subject to the international Adjusted EBITDA to its maximum level. His total cash bonus, including the discretionary bonus, yielded a cash bonus payment of 150% of his individual target level, consistent with other NEOs. SeeGrants of Plan-Based Awards in 2015 table for the maximum amount that was payable to Mr. Fernandes. (3)  The reported amounts reflect the aggregate grant date fair values of the long-term equity incentive awards granted during the 2015, 2014 2013 and 20122013 fiscal years, computed in accordance with FASB ASC Topic 718. The amounts shown exclude the impact of estimated forfeitures. See Note 16 to the Company’s 20142015 Form 10-K for a discussion of the assumptions used in determining the grant date fair values of these long-term equity incentive awards, including forfeiture assumptions and the period over which the Company will recognize compensation expense for such awards. 51 CINEMARK HOLDINGS, INC.     2016 Proxy Statement The long-term equity incentive awards granted were restricted stock and performance awards (in the form of restricted stock units). However, the reported amount for Mr. Gamble represents the grant date fair value of only restricted stock.units. Mr. Mitchell was not awarded any equity due to his substantial equity ownership in the Company. Mr. Zoradi was granted restricted stock on June 15, 2015 as the annual director restricted stock grant when he was elected as a director. The grant date fair values were calculated based upon the closing price of Common Stock on March 18, 2015 of $43.28, March 26, 2014 of $28.54 and March 28, 2013 of $29.44 and March 8, 2012 of $21.63 per share for Messrs. Warner, Copple, Gamble and Fernandes and August 27, 2014Fernandes. The grant date fair value of $35.49 forthe restricted stock granted to Mr. Gamble.Zoradi was based on the closing price of Common Stock on June 15, 2015 of $41.63 per share. For purposes of theSummary Compensation Table for 20142015, payment at the target level of payment was assumed as the most probable outcome for the performance awards. However, asrestricted stock units. As required by the rules of the SEC, the table 58 CINEMARK HOLDINGS, INC.     2015 Proxy Statement below provides the grant date fair values of the performance awards (in the form of restricted stock units)units at the maximum level of payment:   Name 2014 2013 2012   2015   2014   2013   Lee Roy Mitchell     -        -        -    Tim Warner $    1,199,964 $    751,073 $    764,794   $         1,235,947      $     1,199,964      $         751,073    Mark Zoradi     -        -        -    Robert Copple $       674,971 $    429,176 $    436,991   $            695,207      $        674,971      $         429,176    Sean Gamble           -           -           -   $            347,582        -        -    Valmir Fernandes $       440,601 $    338,030 $    344,458   $            453,791      $        440,601      $         338,030    The terms of the restricted stock and performance awardsrestricted stock units are discussed in more detail underDesign of the Executive Compensation Program – Equity Incentive Compensationbeginning on page 5145 and the footnote disclosures to theGrants of Plan-Based Awards in 20142015table. See alsoMix of 2015 Compensation ElementsMixbeginning on page 4137 for the percentage of total compensation for the 20142015 fiscal year paidgranted as long-term equity compensation to each named executive officer. incentive awards at the target level. (3)(4)  The reported amounts are the annual cash incentive bonuses earned by the named executive officersNEOs for the 2015, 2014 2013 and 20122013 fiscal years. Pursuant to the Bonus Plan, the annual cash incentive bonuses earned for a fiscal year are paid in February or March of the following year subject to the attainment of performance targets set by the Compensation Committee at the beginning of the covered fiscal year. The annual cash incentive bonuses for the 2015, 2014 and 2013 fiscal yearyears were paid on February 25, 2016, February 19, 2015 for the 2013 fiscal year were paid onand February 28, 2014 and for the 2012 fiscal year paid on February 21, 2013.respectively. Mr. Gamble’s annualFernandes’ cash incentive bonus was pro-rated based on his service to the Company rounded up to the nearest whole month. Mr. Fernandes’s annual cash incentive bonus for all three years was calculated based on the average of worldwide Adjusted EBITDA and international Adjusted EBITDA performances. SeeDesign of the Executive Compensation Program –Annual Cash Incentive Bonusbeginning on page 4943 for a discussion of the amount of annual cash incentive bonus paid in proportion to total compensation. See alsoMix of2015 Compensation ElementsMixbeginning on page 4137 for the percentage of total compensation for the 20142015 fiscal year paid as annual cash incentive bonus to each named executive officer.bonus. (4)(5)  The compensation reported in this column includesinclude the following:   Name Fiscal Year Annual Matching Contributions to 401(k) Savings Plan ($) Life, Group and Disability Insurance Premiums Paid by Company ($) Dividends Paid on Restricted Stock and Vested RSU(1) ($) Tax Gross- up Other ($) 2014 13,650   7,918 -    186(2) - Mitchell 2013 13,387      888 - - - 2012 13,125 99,888 - 1,436(3) - 2014 13,650 23,452 316,232 2,740(2) - Warner 2013 13,387   3,430 221,718 - - 2012 13,125   4,242 190,288 - - 2014 13,650 19,896 307,525 3,098(2) - Copple 2013 13,387   6,989 215,205 5,283(4) - 2012 13,125   4,498 176,023 5,283(4) - Gamble 2014 -   1,142     3,522    137(2) - 2014 13,650 13,412 257,641 2,575(2) - Fernandes 2013 13,387   3,162 141,847 30,000(5) 2012 13,125   4,923 118,125 30,000(5)   Name   Fiscal Year   Annual Matching Contributions to 401(k) Savings Plan ($)   Life, Group and Disability Insurance Premiums Paid by Company ($)   Dividends Paid on Restricted Stock and Vested RSU(i) ($)   Tax Gross- up   Other ($) Lee Roy Mitchell       2015         13,913         7,690         -          -             -             2014         13,650         7,918         -          186(ii)          -             2013         13,387         888         -          -             -             2015         13,913         30,296         112,320         -           Tim Warner       2014         13,650         23,452         316,232         2,740(ii)          -             2013         13,387         3,430         221,718         -             -       Mark Zoradi       2015         -          3,173         1,321         -             18,812(iv)    Robert Copple           2015         13,913         18,687         124,287         -             -             2014         13,650         19,896         307,525         3,098(ii)          -             2013         13,387         6,989         215,205         5,283(iii)          -         5952 CINEMARK HOLDINGS, INC.     20152016 Proxy Statement   Name   Fiscal Year   Annual Matching Contributions to 401(k) Savings Plan ($)   Life, Group and Disability Insurance Premiums Paid by Company ($)   Dividends Paid on Restricted Stock and Vested RSU(i) ($)   Tax Gross- up   Other ($) Sean Gamble       2015         13,913         6,875         9,886         -             -             2014         -          1,142         3,522         137(ii)          -       Valmir Fernandes       2015         13,913         13,996         103,615         -             -             2014         13,650         13,412         257,641         2,575(ii)          -             2013         13,387         3,162         141,847         -             30,000(v)      (1)(i)  Dividends paid on all outstanding restricted stock and dividends paid on performance awards (in the form of restricted stock units)units at the time of issuance of the underlying Common Stock. The performance awards (in the form of restricted stock units)units granted on March 31, 20102011 vested at the maximum level and the accrued dividends outstanding on the underlying Common Stock were paid on March 31, 2014.2015. SeeDesign of the Executive CompensationProgram–Equity Incentive Compensationbeginning on page 5145 for a discussion of the dividend payment on restricted stock and performance awards.restricted stock units.   (2)(ii)  Taxes paid by the Company on executive disability and long-term disability.   (3) Amount paid by the Company for medicare taxes attributed to life insurance policy purchased for Mr. Mitchell. (4)(iii)  Includes $12.91 for 2012 and 2013 paid by the Company for Medicare taxes attributed to life insurance policy purchased for Mr. CoppellCopple and $5,270 for 2012 and 2013 paid by the Company as premium for Mr. Coppell’s medical insurance.   (5)(iv) Pursuant to Mr. Zoradi’s employment offer, the Company paid $6,250 for Mr. Zoradi’s personal travel expenses and $12,562 for his moving expenses and rent. (v)  Expatriate allowance pursuant to Mr. Fernandes’sFernandes’ employment agreement. For a narrative description of the amounts reported in theSummary Compensation Table for 20142015, seeDesign of the Executive Compensation Program beginning on page 4842 for a discussion of the various elements of compensation, the material terms of equity awards, including a general description of the formula or criteria to be applied in determining the amounts payable, the material terms of long-term equity incentive awards, the vesting schedule and whether the equity granted shall receive dividends, Grants of Plan-Based Awards in 20142015table for details of the 2014 Grantequity granted in 2015 andSummaryDiscussion of the Terms of the Employment Agreements with Our Named Executive OfficersNEOs beginning on page 6558 for a discussion of the material terms of the employment agreement of each named executive officer’s employment agreement.NEO.   6053 CINEMARK HOLDINGS, INC.     20152016 Proxy Statement Grants of Plan-Based Awards in 20142015 The following table specifies the grants of awards made under the Restated Incentive Plan and the Bonus Plan to the named executive officersNEOs during and with respect to the 20142015 fiscal year.   Name Grant Dates Approval Date(1) Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) Estimated Future Payouts Under Equity Incentive Plan Awards(3) All Other Stock Awards: Number of Shares of Stock or Units(4) Grant Date Fair Value of Stock Awards(5)   Grant Date(1)   Approval  Date(2)   Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3)   Estimated Future Payouts Under Equity Incentive Plan Awards(4)   All Other Stock Awards(5)   Grant Date FV of Stock Awards(6)     Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) (#) ($)           Threshold   Target   Maximum   Threshold   Target   Maximum         Lee Roy Mitchell 2/19/15 2/12/15 $295,269 $885,897 $1,181,166 - - - - -     2/25/2016       2/16/2016     $ 821,227     $ 912,474     $ 1,368,711       -       -       -       -       -   Tim Warner 2/19/15 2/12/15 td66,640 $800,000 td,066,640   2/25/2016     2/16/2016     $ 741,600     $ 824,000     $ 1,236,000             3/26/14 3/26/14 14,015 28,030 42,045   3/18/2015     3/13/2015           9,519     19,038     28,557       $ 823,965   3/26/14 3/26/14 28,030 1,599,952   3/18/2015     3/13/2015                 19,038     $ 823,965   Mark Zoradi     6/15/2015       -     $ 94,968     $ 284,932     $ 427,398       -       -       -       -       -   Robert Copple 2/19/15 2/12/15 td99,980 $600,000 $   799,980   7,883 15,767 23,650   2/25/2016     2/16/2016     $   556,200     $ 618,000     $ 927,000             3/26/14 3/26/14   3/18/2015     3/13/2015           5,355     10,709     16,063       $ 463,486   3/26/14 3/26/14 15,767    899,980   3/18/2015     3/13/2015                 10,709     $ 463,486   Sean Gamble     2/25/2016       2/16/2016     $ 312,863     $ 347,625     $ 521,438             2/19/15 2/12/15 $  41,102 td23,317 $   164,419 - - -   3/18/2015     3/13/2015           2,677     5,354     8,031       $ 231,721   8/27/14 6/23/14   7,044    249,992   3/18/2015     3/13/2015                 5,354     $ 231,721   Valmir Fernandes 2/19/15 2/12/15 td33,153 $399,500 $   532,653   2/25/2016     2/16/2016     $ 370,337     $ 411,485     $ 617,228             3/26/14 3/26/14   5,146 10,292 15,438   3/18/2015     3/13/2015           3,495     6,990     10,485       $ 302,527   3/26/14 3/26/14 10,292    587,467   3/18/2015     3/13/2015                 6,990     $ 302,527     (1)  The dates the Compensation Committee approvedCompany paid the grants.cash bonus and granted the long-term equity incentive awards.   (2)  The dates the Compensation Committee approved the payouts of the cash bonus and the grants of thelong-term equity incentive awards. (3) SeeDesign of the Executive Compensation Program –Annual Cash Incentive Bonusbonus beginning on page 4943 for a description of the annual cash incentive bonus process under the Bonus Plan andPlan. See2015 Executive Compensation Highlights: Cash Bonus on page 6 for the target bonus opportunities of each named executive officerNEO for the 20142015 fiscal year. SeeMix of 2015 Compensation ElementsMixbeginning on page 4137 for the percentage of total compensation for the 20142015 fiscal year paid as annual cash incentive bonus to each named executive officer.bonus. SeeSummary Compensation Table for 20142015 on page 5851 and the related footnote disclosure for the actual annual cash incentive bonus amounts paid to each named executive officerNEO for the 20142015 fiscal year.   (3)(4)  Pursuant to the Restated Plan, onOn March 26, 2014,18, 2015, the Compensation Committee awarded performance awards (in the form of restricted stock units)units under the Incentive Plan for an aggregate maximum of 81,13372,952 hypothetical shares of restricted stock to Messrs. Warner, Copple, Gamble and Fernandes. Messrs. Mitchell and Gamble were not awarded any performance awards in 2014. The number of shares underlying each performancerestricted stock unit award was determined in part by reference to the closing price of Common Stock on March 26, 201418, 2015 of $28.54$43.28 per share.    The performance target underlyingSeeDesign of the performance awards (inExecutive Compensation Program – Equity Incentive Compensation – Performance Awards beginning on page 46 for a discussion of the formterms of the restricted stock units), has a threshold, target and maximum level of payment opportunity. The maximum payment opportunity is equal to 150% of the named executive officer’s target opportunity based upon the IRR achieved over the two-year performance period from January 1, 2014 to December 31, 2015. At the end of the two-year performance period, the Compensation Committee shall certify the IRR achieved by the Company which shall determine the number of performance awards (in the form of restricted stock units) that shall vest for each named executive officer, subject to continuous employment through March 26, 2018.units. Pursuant to the Second Amended Agreement, if Mr. Warner’s employment terminates due to the expiration of the term of the Second Amended Agreement on April 1, 2016, Mr. Warner shall not be required to fulfill the additional employment requirement through March 2018. 61 CINEMARK HOLDINGS, INC.     2015 Proxy Statement    Holders of performance awardsrestricted stock units receive dividends that are attributable to the underlying Common Stock to the extent issued at the time of vest. The dividend is paid at the same rate the dividend is paid to other stockholders, which is currently $0.25$0.27 per share of Common Stock per fiscal quarter. SeeDesign of the Executive Compensation Program – Equity Incentive Compensation – Performance Awardsbeginning on page 51 for a discussion of the terms of the performance awards.   (4)(5) Pursuant to the Restated Plan, onOn March 26 2014,18, 2015, the Compensation Committee awarded an aggregate of 54,08948,635 shares of restricted stock under the Incentive Plan to Messrs. Warner, Copple, Gamble and Fernandes. The number of shares underlying each award was determined by reference to the closing price of the Common Stock on March 26, 201418, 2015 of $28.54 per share. On June 23, 2014, the Compensation Committee authorized the issuance of restricted stock to Mr. Gamble. The Company issued 7,044 shares of restricted stock to Mr. Gamble based on the closing price of the Common Stock on August 27, 2014 of $35.49$43.28 per share.    TheSeeDesign of the Executive Compensation Program– Equity Incentive Compensation – Restricted Stock on page 46 for a discussion of the terms of the restricted stock awarded to Mr. Warner shall vest equally on March 26, 2015 and March 26, 2016.stock. The restricted stock awarded to Messrs. Copple and Fernandes shall vest equally on March 26, 2016 and March 26, 2018. The restricted stock awarded to Mr. Gamble shall vest equally on August 27, 2015, August 27, 2016 and August 27, 2017.    Holders of restricted stock receive non-forfeitable dividends to the extent declared by our Board, at the same rate paid to other stockholders of the Company. The current dividend rate is $0.25$0.27 per share of Common Stock per fiscal quarter. SeeDesign of the Executive Compensation Program – Equity Incentive Compensation – Restricted Stock for a discussion of the terms of the restricted stock.   (5)(6)  The aggregate grant date fair values of restricted stock and performance awards (in the form of restricted stock units)units were determined using the closing price of Common Stock on March 26, 201418, 2015 of $28.54$43.28 per share. Pursuant to the rules of the SEC, for purposes of theGrants of Plan-Based Awards in 20142015 table the aggregate grant date fair values of performance awardsrestricted stock units were determined based upon the target level of payment as the most probable outcome and were computed in 54 CINEMARK HOLDINGS, INC.     2016 Proxy Statement accordance with FASB ASC Topic 718. The amounts shown exclude the impact of estimated forfeitures. See Note 16 to the Company’s 20142015 Form 10-K, for discussion of the assumptions used in determining the grant date fair values of these share awards, including forfeiture assumptions, and the period over which the Company will recognize compensation expense for such awards. For a narrative description of the amounts reported in theGrants of Plan Based Awards in 20142015, seeDesign of the Executive Compensation Program beginning on page 4842 for a discussion of the various elements of compensation, the material terms of equity awards, including a general description of the formula or criteria to be applied in determining the amounts payable, the material terms of long-term equity incentive awards and the vesting schedule, explanation of the amount of salary and whethercash bonus in proportion to total compensation and the equity granted shall receive dividends andSummaryDiscussion of the Terms of the Employment Agreements with Our Named Executive OfficersNEOs beginning on page 6558 for a discussion of the material terms of the employment agreement of each named executive officer’s employment agreement.NEO. Outstanding Equity Awards at Fiscal Year-End The following table lists the restricted stock and restricted stock units outstanding for each NEO as of December 31, 2015. There were no stock options outstanding for any NEO as of December 31, 2015.     Stock Awards Name   Number of Shares or Units of Stock That Have Not Vested #   Market Value of Shares or Units of Stock That Have Not Vested $(9)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not  Vested #(10)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested $(11) Lee Roy Mitchell       -         -         -         -   Tim Warner       19,038 (2)       636,440         9,519         318,220         14,015 (3)       468,521                 5,670 (4)       189,548                 0 (5)                   27,579 (6)       921,966                 25,512 (7)       852,866                 42,045 (8)       1,405,564           Mark Zoradi       2,642 (1)       88,322           Robert Copple       10,709 (2)       358,002         5,355         179,018         15,767 (3)       527,091                 4,860 (4)       162,470                 31,172 (5)       1,042,080                 15,758 (6)       526,790                 14,578 (7)       487,343                 23,650 (8)       790,620           Sean Gamble       5,354 (2)       178,984         2,677         89,492         4,696 (3)       156,987           Valmir Fernandes       6,990 (2)       233,676         3,495         116,838         10,292 (3)       344,062                 3,828 (4)       127,970                 27,303 (5)       912,739                 12,421 (6)       415,234                 11,482 (7)       383,843                 15,438 (8)       516,092           (1) The number of shares granted to Mr. Zoradi as a director on June 15, 2015 pursuant to the Director Compensation Policy. The shares vest on June 15, 2016. (2) The number of shares of restricted stock granted on March 18, 2015.   6255 CINEMARK HOLDINGS, INC.     20152016 Proxy Statement Outstanding Equity Awards at December 31, 2014 The following table lists the restricted stock and performance awards (in the form of restricted stock units) for each named executive officer outstanding as of December 31, 2014. There were no stock options outstanding for any named executive officer as of December 31, 2014.   Stock Awards Name Number of Shares  or Units of Stock that have not vested (#) Market Value of  Shares or Units of  Stock that have not  vested(7) ($) Equity Incentive Plan  Awards: Number of  Unearned Shares,  Units or Other  Rights that have not  vested (#) Equity Incentive Plan  Awards: Market or  Payout Value of  Unearned Shares, Units  or Other Rights that  have not vested(10) ($) Lee Roy Mitchell - - - - Tim Warner 28,030(1)    997,307 14,015 (8) 498,654 11,339(2)    403,442   8,503 (9) 302,542 24,964(3)    888,219   6,683(4)    237,781 18,001(5)    640,476 35,358(6) 1,258,038 Robert Copple 15,767(1)    560,990   7,883 (8) 280,477   9,719(2)    345,802   4,859 (9) 172,878 31,172(3) 1,109,100   6,290(4)    223,798 16,942(5)    602,796 20,203(6)    718,823 Sean Gamble   7,044(1)    250,626 - 250,626 Valmir Fernandes 10,292(1)    366,189   5,146 (8) 183,095   7,655(2)    272,365   3,827 (9) 136,163 27,303(3)    971,441   5,569(4)    198,145 15,000(5)    533,700 15,925(6)    566,612 The reported shares for Mr. Warner vested 50% on March 18, 2016 and per the terms of his employment agreement, the remaining 50% vested on April 1, 2016 upon the expiration of the term of his employment agreement. The reported shares for Mr. Copple vested pro rata as specified in his employment agreement upon his resignation effective March 4, 2016. The reported shares for Messrs. Gamble and Fernandes vest equally on March 18, 2017 and March 18, 2019.   (1)(3) The reported numbers represent the number of shares of restricted stock granted on March 26, 2014 (the “2014 Grant”).and remaining outstanding as of December 31, 2015. Mr. Mitchell did not have any outstanding equity grant at December 31, 2014. For Messrs. Copple and Fernandes, the restricted stock The reported shares for Mr. Warner vested on March 26, 2016. The reported shares for Mr. Copple vested pro rata as specified in his employment agreement upon his resignation effective March 4, 2016. The reported shares for Mr. Fernandes vest equally on March 26, 2016 and March 26, 2018. The reported shares for Mr. Gamble vest equally on March 26, 2016 and March 26, 2018. Mr. Warner’s 2014 Grant vests equally on March 26, 2015 and March 26, 2016. Mr. Gamble’s 2014 Grant vests equally on August 27, 2015, August 27, 2016 and August 27, 2017. (2) The reported numbers represent the number of shares of restricted stock awarded on March 29, 2013 (the “2013 Grant”). The restricted stock awarded to Messrs. Copple and Fernandes vest equally on March 29, 2015 and March 29, 2017. One-third of Mr. Warner’s 2013 Grant vested on March 29, 2014. The remaining two-thirds vest equally on March 29, 2015 and March 29, 2016. (3) The reported numbers represent the remaining unvested shares of the restricted stock awarded on March 8, 2012. For Messrs. Copple and Fernandes, the reported shares vest on March 8, 2016. For Mr. Warner, the reported shares vest on March 8, 2015.   (4)  The reported numbers represent the remaining unvestednumber of shares of the restricted stock awardedgranted on March 29, 2013 and remaining outstanding as of December 31, 2011 (the “2011 Grant”). 2015. The reported shares for Mr. Warner vested on March 29, 2016. The reported shares for Mr. Copple vested pro rata as specified in his employment agreement upon his resignation effective March 4, 2016. The reported shares for Mr. Fernandes vest on March 31, 2015.29, 2017.   (5)  The number of shares of restricted stock granted on March 8, 2012 and remaining outstanding as of December 31, 2015.The reported shares vested on March 8, 2016. However, the reported shares for Mr. Copple vested pro rata as specified in his employment agreement upon his resignation effective March 4, 2016. (6) The reported numbersshares represent the number of shares of Common Stock underlying the performance awards (in the form of restricted stock units) awarded pursuant to the 2011 Grant. The relevant performance condition was based on an IRR over the three-year performance period from January 1, 2011 to December 31, 2013. On February 11, 2014, the Compensation Committee approved that the Company had 63 CINEMARK HOLDINGS, INC.     2015 Proxy Statement achieved the highest level of IRR over the three-year performance period. The shares of Common Stock underlying the performance awards were issuedunits granted on March 31, 2015 upon satisfaction of the additional employment requirement as of that date. (6) The reported numbers represent the number of shares of Common Stock underlying the performance awards (in the form of restricted stock units) awarded pursuant to the 2012 Grant.8, 2012. The relevant performance condition was based on an IRR over the three-year performance period from January 1, 2012 tountil December 31, 2014. On February 11, 2015, the Compensation Committee approved the level of IRR achieved by the Company over the three-year performance period. Accordingly,period and determined that 76.67% of the maximum opportunity (115% of the target opportunity)target) of the performance awards (in the form of restricted stock units)units shall vest and the underlyingvest. The shares of Common Stock will beunderlying the restricted stock units were issued on March 8, 2016, subject to continuous2016. The reported shares for Mr. Copple vested pro rata as specified in his employment of the named executive officer.agreement upon his resignation effective March 4, 2016.   (7)  The reported shares represent the number of shares of Common Stock underlying the restricted stock units granted on March 29, 2013. The relevant performance condition was based on an IRR over the three-year performance period from January 1, 2013 until December 31, 2015. On February 17, 2016, the Compensation Committee approved the level of IRR achieved by the Company over the three-year performance period and determined that the restricted stock units shall vest at the maximum. Subject to continued employment, the shares of Common Stock underlying the restricted stock units will be issued on March 29, 2017. However, the restricted stock units reported for Mr. Warner and Mr. Copple vested pro rata as specified in their respective employment agreements, without any continued service requirement and the shares of Common Stock underlying the restricted stock units were issued on April 1, 2016 and March 4, 2016 respectively. (8) The reported shares represent the number of shares of Common Stock underlying the restricted stock units granted on March 26, 2014. The relevant performance condition was based on an IRR over the two-year performance period from January 1, 2014 until December 31, 2015. On February 17, 2016, the Compensation Committee approved the level of IRR achieved by the Company over the two-year performance period and determined that the restricted stock units shall vest at the maximum. Subject to continued employment, the shares of Common Stock underlying the restricted stock units will be issued on March 26, 2018. The restricted stock units reported for Mr. Warner and Mr. Copple vested pro rata as specified in their respective employment agreements, without any continued service requirement and the shares of Common Stock underlying the restricted stock units were issued on April 1, 2016 and March 4, 2016 respectively. (9) The fair market value of the restricted stock was calculated based on the closing price of Common Stock on December 31, 20142015 of $35.58$33.43 per share.   (8)(10) The reported numbers represent the number of shares of Common Stock underlying the performance awards (in the form of restricted stock units) of the 2014 Grant.units granted on March 18, 2015. Pursuant to the rules of the SEC, the reported numbers are based on the assumption of achievement of the threshold performance target for the 20142015 Grant. The payoutpayouts of the performance awardsrestricted stock units are subject to the 56 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Company achieving performance targets over the two-year performance period from January 1, 2014 to2015 until December 31, 20152016 and satisfaction of an additional employment requirement. SubjectTo the extent they vest and subject to continued employment, the performance awardscommon stock underlying the restricted stock units shall vestbe issued on March 26, 2018. If Mr. Warner’s employment terminates due to18, 2019. Per the terms of the employment agreements of Messrs. Warner and Copple, the expiration of the term of the Second Amended Agreement, Mr. Warner shall not be required to fulfill the additional employment requirement until March 26, 2018 and the performance awards (in the form of restricted stock units) shall vest on April 1, 2016 to the extent the IRR is achieved over the two-year performance period. (9) The reported numbers represent the number of shares of Common Stock underlying the performance awards (in the form of restricted stock units) awarded on March 29, 2013. Pursuantunits remain outstanding and shall vest pro rata as specified in their respective employment agreements, to the rules ofextent the SEC, the reported numbers are based on the assumption of achievement of the threshold performance target for the 2013 Grant. The payout of the performance awards are subject to achieving performance targetsIRR is achieved over the three-yeartwo-year performance period from January 1, 2013 to December 31, 2015 and satisfying an additional two-year employment requirement. Subject to continued employment, the performance awards shall vest on March 29, 2017.period. Similar to the 2014 Grant, if Mr. Warner’s employment terminates due to the expiration of the term of the Second Amended Agreement, Mr. Warner shall not be required to fulfill the additional employment requirement until March 29, 2017 and the performance awards (in the form of restricted stock units) shall vest on April 1, 2016 to the extent the IRR is achieved.   (10)(11)  The fair market value of the unearned performance awards (in the form of restricted stock units)units was determined based on the achievement of threshold performance targets at the closing price of Common Stock on December 31, 20142015 of $35.58$33.43 per share. 64 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Stock Option Exercises and Stock Vested in 20142015 The following table provides information on the vesting of restricted stock and performance awardsrestricted stock units during 20142015 for each of the named executive officers.NEOs. There were no outstanding stock options for any of the named executive officersNEOs as of December 31, 2014.2015. Stock Vested   Name Stock Awards   Stock Awards   Number of Shares Acquired on Vesting (#)(1) Value Realized on Vesting ($)(2)   Number of Shares Acquired on Vesting(1) #      Value Realized on Vesting ($)(2)   Lee Roy Mitchell - -               -                         -    Tim Warner 138,794 4,050,500   69,332         2,993,094    Mark Zoradi               -                         -    Robert Copple 137,871 4,035,738   28,091         1,253,562    Sean Gamble - -   2,348         83,213    Valmir Fernandes 117,217 3,432,685   24,396         1,088,774      (1)  The reported numbers include Common Stock from the following vest events:   i. Fifty percent of the restricted stock of the 2010 Grant whichgranted on March 31, 2011 vested on March 31, 2014;2015;   ii. For Mr. Warner, one-third and for Messrs. Copple and Fernandes, fifty percent of the restricted stock of the 2012 Grant, all of which vested on March 8, 2014; iii. One-third of Mr. Warner’s 2013 Grant of restricted stock which vested on March 29, 2014; and iv. The shares of Common Stock underlying the performance awards (in the form of restricted stock units) of the 2010 Grant.units granted in 2011. In February 2013,2014, the Compensation Committee approvedcertified that the Company had achieved the highest level of IRR over the three-year performance period from January 1, 2010 to2011 until December 31, 2012.2013. The performance award vested and the underlying Common Stock wasunderlying the restricted stock units were issued on March 31, 2014.2015. iii. One-third of Mr. Warner’s restricted stock granted on March 8, 2012 vested on March 8, 2015; iv. One-third of Mr. Warner’s restricted stock and 50% of the restricted stock of Messrs. Copple and Fernandes granted on March 29, 2013 vested on March 29, 2015; v. Fifty-percent of Mr. Warner’s restricted stock granted on March 26, 2014 vested on March 26, 2015; and vi. One-third of Mr. Gamble’s restricted stock granted on August 27, 2014 vested on August 27, 2015. (2)  The aggregate dollar amount realized upon vesting was calculated based upon the closing price of Common Stock on the following dates:   i. March 7, 201430, 2015 of $30.75$44.67 per share; and   ii. March 28, 20146, 2015 of $28.84$41.21 per share; iii. March 27, 2015 of $44.41 per share; iv. March 30, 2015 of $43.52 per share; and v. August 26, 2015 of $35.44 per share. 57 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Discussion of the Terms of the Employment Agreements with our Named Executive OfficersNEOs We have employment agreements with our named executive officersNEOs and certain other executive officers. Consistent with our compensation philosophy, the Company entered into the employment agreements to more closely align the compensation of certain executive officers with market competitive compensation. Below is a summary of the key provisions of the current employment agreements of Messrs. Mitchell, Warner, Copple,Zoradi, Gamble and Fernandes. Although Mr. Warner’s employment agreement terminated effective April 1, 2016 and Mr. Copple’s employment agreement terminated effective March 4, 2016, the summary below includes material terms of their employment agreements since their compensation for the 2015 fiscal year were governed by the terms of their respective employment agreements. Term The term of Mr. Warner’s Second Amended AgreementZoradi’s employment agreement terminates on April 1, 2016. There are no renewal provisions. The initial term of Mr. Copple’s Amended and Restated Employment Agreement dated January 21, 2014 (the “Restated Employment Agreement”), is three years, provided that, onAugust 23, 2018. However, the second anniversary of the effective date and on each anniversary of the effective date thereafter,Company may elect to extend the term shall be automatically extended for an additional one-year period until his employment terminates.upon six months’ notice to Mr. Zoradi. 65 CINEMARK HOLDINGS, INC.     2015 Proxy Statement The initial terms of the employment agreements of Messrs. Mitchell, Gamble and Fernandes is three years. At the end of each year, the term is extended for an additional one-year period unless the named executive officer’sNEO’s employment is terminated. Annual Base Salary The annual base salaries are subject to review each year by our Compensation Committee for increase (but not decrease). Annual Cash Incentive Bonus In addition to annual base salaries, the named executive officersNEOs are eligible to receive an annuala cash incentive bonus upon ourthe Company meeting certain performance targets established by the Compensation Committee for the fiscal year. Mr. Warner, Mr. Zoradi and Mr. Copple’s target bonus shall not be less than 100% and the maximum target shall not be less than 150% of their respective annual base salaries. Messrs. Mitchell, Gamble and Fernandes do not have a target annual cash incentive bonus percentage specified in their employment agreements. Long-term Equity Incentive Awards The executivesNEOs are entitled to participate in and receive grants of long-term equity incentive awards under the Company’s Restated Incentive Plan. Pursuant to the Second Amended Agreement, Mr. Warner’sWarner and Mr. Zoradi’s long-term equity incentive awards shallmust be at least 200% of his annualtheir respective base salary. Pursuant to the Restated Employment Agreement,salaries and Mr. Copple’s long-term equity incentive awards shallmust be at least 150% of his annual base salary. Benefits The named executive officersNEOs qualify for our 401(k) matching program and are also entitled to certain additional benefits including life insurance and disability insurance. Pursuant to his employment agreement, Mr. Mitchell is entitled to life insurance benefits of not less than $5 million and disability benefits of not less than 66% of annualhis base salary. 58 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Perquisites Under his employment agreement, Mr. Mitchell is entitled to a luxury automobile and a membership at a country club. Currently, Mr. Mitchell does not have a luxury automobile or a country club membership paid for by the Company. Unless Mr. Mitchell’s employment is terminated by us for cause or under a voluntary termination, Mr. Mitchell will also be entitled, for a period of five years, to tax preparation assistance upon termination of his employment. Mr. Zoradi is entitled to receive an annual personal expense allowance of $30,000 for personal travel and living expenses, reduced by standard withholding and other authorized deductions. The employment agreements of Messrs. Warner, Zoradi, Copple, Gamble and Fernandes provide that unless the executive’s employment is terminated by us for cause the executive will also be entitled to office space and support services for a period of not more than three (3) months following the date of any termination. Covenants All the employment agreements contain various covenants, including covenants related to confidentiality and non-competition (other than certain permitted activities as defined therein). In addition, Mr. Mitchell’s employment agreement has a covenant of non-solicitation (as defined in the employment agreement). All non-compete covenants have a term of one year after termination of the executive’s employment. However, if employment is terminated for Good Reason (as defined in the employment agreements), the covenant of non-competition becomes null and void. The non-solicitation covenant in Mr. Mitchell’s employment agreement has a term of three years after termination of Mr. Mitchell’s employment. 66 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Severance Payments The employment agreements provide for severance payments upon termination of employment, the amount and nature of which depends upon the reason for termination. Termination for Good Reason or Without Cause If Mr. Mitchell is terminated by us without cause, Mr. Mitchell shall receive accrued compensation (which includes unpaid annual base salary, a pro rata annual cash incentive bonus for the fiscal year in which the termination occurs and any previously vested long-term equity incentive awards and benefits such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such long-term equity incentive awards or benefits were granted) through the date of termination (the “Accrued Employment Entitlements”); an amount equal to Mr. Mitchell’s annual base salary in effect as of the date of such termination, payable in accordance with the Company’s normal payroll practices for a period of twelve (12) months; an amount equal to the most recent annual cash incentive bonus Mr. Mitchell received for the fiscal year prior to the date of such termination, payable within thirty (30) days of termination and Mr. Mitchell and his dependents will be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs for twelve (12) months from the termination date. Any outstanding stock options granted to Mr. Mitchell shall be vested and/or exercisable for the period through the date of such termination of employment, and shall remain exercisable, in accordance with the terms contained in the plan and the agreement pursuant to which such option awards were granted. 59 CINEMARK HOLDINGS, INC.     2016 Proxy Statement If Mr. Mitchell resigns for good reason (as defined in his employment agreement), he shall receive all of the above stated payments and benefits except that the annual base salary shall be payable in a lump sum subject to the requirements of Section 409A of the Code. If Mr. Warner resignsor Mr. Zoradi resign for good reason (as defined in the agreement), is terminated by us without cause or upon expiration of the termterms of the Second Amended Agreement, Mr. Warneremployment agreements, they shall receive, the Accrued Employment Entitlements; an amount equal to Mr. Warner’s annualtheir base salary in effect as of the date of such termination payable in accordance with the Company’s normal payroll practices through the end of the term, subject to the requirements of Section 409A of the Code; Mr. Warnerthe executive and his dependents will be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs for a period oftwenty-four (24) months from the termination date; any outstanding long-term equity incentive awards with service-based vesting provisions shall become immediately vested as of the termination date and any long-term equity incentive awards with performance-based vesting provisions shall remain outstanding through the remainder of the applicable performance period, and if or to the extent the performance provisions are attained, shall become vested without regard to any continued employment requirement. If Messrs. Copple, Gamble or Fernandes is terminated by us without cause, the executive shall receive the Accrued Employment Entitlements; two times the annual base salary in effect as of the date of such termination, payable in accordance with the Company’s normal payroll practices for a period of twenty-four (24) months; an amount equal to the most recent annual cash incentive bonus received by the executive for the fiscal year ended prior to the date of such termination, payable in a lump sum within thirty (30) days of termination; outstanding stock options will become fully vested and exercisable upon such termination; long-term equity incentive awards other than stock options with service-based vesting provisions shall become vested on a pro rata basis and long-term equity incentive awards other than stock options with performance-based vesting provisions shall remain outstanding through the remainder of the applicable performance period and if or to the extent the performance provisions are attained shall become vested on a pro rata basis without any regard to any continued employment requirement. The executive and executive’s dependents will also be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs for a period of twenty-four (24) months from the termination date. If Messrs. Copple, Gamble or Fernandes resigns for good reason (as defined in their respective employment agreement) the executive shall receive all of the above stated payments and benefits except that the annual base salary shall be payable in a lump sum subject to the requirements of Section 409A of the Code. 67 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Termination Due to Death or Disability In the event an executive’s employment is terminated due to his death or disability (as defined in the employment agreement), the executive or his estate will receive: the Accrued Employment Entitlements; a lump sum payment equal to twelve (12) months of executive’s annual base salary as in effect at the time of termination, provided, in the case of disability, such amount shall be offset by the amount of annual base salary paid by the Company to executive or his representative following the date he was first unable to substantially perform his duties under his employment agreement through the date of termination, any benefits payable to executive and/or his beneficiaries in accordance with the terms of any applicable benefit plan and the executive (in disability) and executive’s dependents will be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs for twelve (12) months from the termination date. All outstanding long-term equity incentive awards shall vest in accordance with the Restated Incentive Plan. 60 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Termination for Cause or Voluntary Termination In the event an executive’s employment is terminated by us for cause or under a voluntary termination (other than termination due to disability or good reason), the executive will receive accrued annual base salary through the date of termination and any previously vested rights under a stock option or similar award issued under an incentive compensation plan in accordance with the terms of such plan. Termination Due to Change of Control Mr. Mitchell does not have a change of control provision in his employment agreement. In the event an executive’s employment is terminated by us (other than for disability, death or cause) or by executive for good reason within one (1) year after a change of control (as defined in the employment agreement), the executive shall receive accrued compensation through the date of termination; sum of two times executive’s annual base salary and one and one half times the most recent annual cash incentive bonus received by executive for any fiscal year ended prior to the date of termination payable in a lump sum within thirty (30)30 days of termination and executive and executive’s dependents shall be entitled to continue to participate in the Company’s welfare benefit plans and insurance programs for a period of thirty (30)30 months from the termination date. Any outstanding equity award granted to the executive shall become fully vested and/or exercisable as of the date of such termination and shall remain exercisable in accordance with the terms of the plan or agreement pursuant to which such long-term equity incentive awards were granted. Information on amounts payable had a termination for good reason, a change of control, death or disability occurred on December 31, 20142015 may be found under the headings – “Potential Payments Upon Termination by us Without Cause or by Executive for Good Reason”, “Potential Payments Upon Termination due to Change of control” and “Potential Payments Upon Death or Disability.” The following tables provide the amounts payable to the named executive officersNEOs pursuant to their respective employment agreements upon severance without cause, for a good reason, for cause, death or disability and change of control, assuming such triggering event occurred on December 31, 2014.2015. 68 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Potential Payments upon Termination by us Without Cause or by Executive for Good Reason   Name Salary(1) Bonus(2) Health Insurance(3) Life and Disability Insurance(3) Assistance (4) Value of Equity Awards(5) Total   Salary (1)   Bonus (2)   Health Insurance(3)   Life and Disability Insurance(3)   Assistance(4)   Value of Equity Awards(5)   Total Lee Roy Mitchell $   885,897 $  1,884,716 $  6,953 $  8,104 $  86,500 $- $  2,872,170   $ 912,474     $ 2,106,664     $ 7,205     $ 7,690     $ 86,500     $ -     $ 3,120,533   Tim Warner $   800,000 $     666,400 $22,494 $52,384 $       828 $6,535,406 $  8,077,512   $ 274,667     $ 1,236,000     $ 12,084     $ 60,592     $ 828     $ 5,413,821     $ 6,997,992   Mark Zoradi   $ 2,133,333     $ 427,397     $ 2,820     $ 6,347     $ 828     $ 88,322     $ 2,659,547   Robert Copple $1,200,000 $  1,173,117 $27,762 $45,988 $       828 $2,935,386 $  5,383,081   $ 1,236,000     $ 1,426,800     $ 15,058     $ 37,374     $ 828     $ 3,592,789     $ 6,308,849   Sean Gamble $   900,000 $     117,077 $  6,434 $  2,559 $       828 $     53,512 $  1,080,410   $ 927,000     $ 638,515     $ 13,430     $ 13,749     $ 828     $ 259,149     $ 1,852,671   Valmir Fernandes $   940,000 $     793,703 $27,762 $31,974 $       828 $2,407,272 $  4,201,539   $ 968,200     $ 1,013,160     $ 15,058     $ 27,991     $ 828     $ 2,717,892     $ 4,743,130     (1)  The Based on the annual base salaries in effect as of December 31, 2015, the amounts reported are calculated as follows: one-time the annual base salary for Mr. Mitchell and two times the annual base salary in effect as of December 31, 2014, for Messrs. Copple, Gamble and Fernandes and one-time the annual base salary in effect as of December 31, 2014Fernandes. The amounts reported for Messrs. MitchellWarner and Warner. TheZoradi are based on 61 CINEMARK HOLDINGS, INC.     2016 Proxy Statement payments at the rate of $824,000 and $800,000 per year respectively until the end of the Term (as defined in their respective employment agreements). Subject to Treasury Regulations as specified in the respective employment agreements, the amounts would have been payable in a lump sum. Otherwise, according to the Company’s normal payroll practices for a period of 24 months to Messrs. Copple, Gamble and Fernandes,Fernandes; for a period of 12 months to Mr. Mitchell and through the end of the termTerm (as defined in the employment agreement) to Mr. Warner.Warner and through the end of the Term or Renewal Term (as defined in the employment agreement) to Mr. Zoradi. (2)  ExceptFor Mr. Warner and Mr. Zoradi, the amount is the cash bonus each of them would have received for Mr. Warner,the 2015 fiscal year. For Messrs. Copple, Gamble and Fernandes, the amounts reported are calculated as follows: the sum of the annual cash incentive bonus the named executive officerNEO would have received for the 20142015 fiscal year and the annual cash incentive bonus received by the named executive officer for the 2013 fiscal year. For Mr. Warner, the amount is the annual cash incentive bonus he would have receivedNEO for the 2014 fiscal year. Mr. Fernandes’ bonus includes the additional $132,128 payout for the 2015 fiscal year. The annual cash incentive bonuses for the 20142015 fiscal year would have been payable to the named executive officersNEOs at the same time as payments are made to other similarly situated executives. The annual cash incentive bonuses for the 20132014 fiscal year would have been payable to Messrs. Mitchell, Copple, Gamble and Fernandes in a lump sum within 30 days of termination. (3)  The amounts reported are calculated as follows: welfare benefit plans and insurance programs for a period of 12 months for Mr. Mitchell and 24 months for Messrs. Warner, Zoradi, Copple, Gamble and Fernandes. Disability insurance includes premiums for long-term disability, individual disability income protection and short-term disability. (4)  Mr. Mitchell is entitled to receive tax preparation assistance for five years following the date of termination. We estimate the cost of such preparation to be approximately $17,300 per year. Messrs. Warner, Zoradi, Copple, Gamble and Fernandes are entitled to use our office space for a period of three months following the date of termination. The amount reported is based on the use of a 144 square foot office at a rental rate of approximately $23 per square foot per annum. (5) The amounts reported have been determined based on the following provisions in the respective employment agreements. Pursuant to Mr. Warner’s and Mr. Zoradi’s employment agreements, any outstanding equity award with time-based vesting provisions would have vested as of the termination date. Any long-term equity incentive awards with performance-based vesting provisions would have remained outstanding through the remainder of the applicable performance period and if or to the extent the performance provisions are attained shall vest without regard to any continued employment requirement. Pursuant to the employment agreements of Messrs. Copple, Gamble and Fernandes, any outstanding long-term equity incentive awards with time-based vesting provisions would have vested on a pro rata basis. Any long-term equity incentive awards with performance-based vesting provisions would have remained outstanding through the remainder of the applicable performance period and if or to the extent the performance provisions are attained shall vest without regard to any continued employment requirement on a pro rata basis. The pro rata basis for the long-term equity incentive awards is based on the percentage determined by dividing (i) the number of days from and including the grant date of such long-term equity incentive award through the termination date of the NEO’s employment, by (ii) the number of days from the grant date to the full vesting date/end of the applicable performance period, as applicable, of such long-term equity incentive awards. Based on the above provisions, the total number of shares of Common Stock subject to the long-term equity incentive awards that would have vested for each of Messrs. Warner, Zoradi, Copple, Gamble and Fernandes on December 31, 2015 are as follows: Restricted Stock:   Name Number of Shares Lee Roy Mitchell          - Tim Warner 38,723 Mark Zoradi 2,642 Robert Copple 46,682 Sean Gamble 4,216 Valmir Fernandes 37,555 62 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Restricted stock units: As disclosed previously, the restricted stock units granted in 2012 vested at 76.67% of the maximum, and the restricted stock units granted in 2013 and 2014 shall vest at the maximum. We assumed for purposes of this disclosure that the restricted stock granted in 2015 shall also vest at the maximum.   Name Number of Shares Lee Roy Mitchell            - Tim Warner 123,222 Mark Zoradi            - Robert Copple   60,790 Sean Gamble     3,536 Valmir Fernandes   43,746 There were no outstanding stock options for any of the NEOs as of December 31, 2015. The values of the equity awards have been calculated using the closing price of Common Stock on December 31, 2015 of $33.43 per share. Potential Payments upon Termination for Cause If a NEO terminates his employment voluntarily, or is terminated for cause, we are only required to pay any accrued unpaid base salary through the date of such termination. Potential Payments upon Termination due to Change of Control Name   Salary   Bonus   Health Insurance   Life and Disability Insurance   Assistance   Value of Equity Awards   Total Lee Roy Mitchell     $ -       $ -       $ -       $ -       $ -       $ -       $ -   Tim Warner     $ 1,648,000       $ 2,235,600       $ 30,210       $ 75,740       $ 828       $ 5,413,821       $ 9,404,199   Mark Zoradi     $ 1,600,000       $ 427,397       $ 7,050       $ 7,934       $ 828       $ 88,322       $ 2,131,531   Robert Copple     $ 1,236,000       $ 1,676,700       $ 37,645       $ 46,718       $ 828       $ 4,422,388       $ 7,420,279   Sean Gamble     $ 927,000       $ 697,053       $ 33,575       $ 17,187       $ 828       $ 604,448       $ 2,280,091   Valmir Fernandes     $ 968,200       $ 1,211,126       $ 37,645       $ 34,989       $ 828       $ 3,277,043       $ 5,529,830   (1) There is no change of control provision in Mr. Mitchell’s employment agreement. (2) The amounts reported are calculated as follows: two times the annual base salary in effect as of December 31, 2015 payable in a lump sum within 30 days of such termination. (3) The amounts reported are calculated as follows: the sum of the cash bonus the NEO would have received for the 2015 fiscal year and one and a half times the cash bonus received by the NEO for the 2014 fiscal year, payable in a lump sum within 30 days of such termination. Mr. Fernandes’ bonus includes the additional $132,128 payout for the 2015 fiscal year. (4) The amounts reported are calculated as follows: welfare benefit plans and insurance programs for a period of 30 months. Disability insurance includes premiums for long-term disability, individual disability income protection and short-term disability. (5) Messrs. Warner, Zoradi, Copple, Gamble and Fernandes are entitled to use our office space for a period of three months following the date of termination. The reported amount is based on the use of a 144 square foot office at a rental rate of approximately $23 per square foot per annum. (5) The amounts reported have been determined based on the following provisions in the respective employment agreements. Pursuant to Mr. Warner’s Second Amended Agreement, any outstanding equity award with time-based vesting provisions will immediately vest as of the termination date. Any equity awards with performance-based vesting provisions will remain outstanding through the remainder of the applicable performance period and if or to the extent the performance provisions are attained shall vest without regard to any continued employment requirement. Pursuant to the employment agreements of Messrs. Copple, Gamble and Fernandes, any outstanding equity awards with time-based vesting provisions will vest on a pro rata basis. Any equity awards with performance-based vesting provisions will remain outstanding through the remainder of the applicable performance period and if or to the extent the performance provisions are attained shall vest without regard to any continued employment requirement on a pro rata basis. The pro rata basis for the equity awards is based on the percentage determined by dividing (i) the number of days from and including the grant date of such equity award through the termination date of the executive’s employment, by (ii) the number of days from the grant date to the full vesting date/end of the applicable performance period, as applicable, of such equity awards. 69 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Based on the above provisions, the total number of equity awards that would have vested for each of Messrs. Warner, Copple, Gamble and Fernandes on December 31, 2014 are as follows: Restricted Stock: Name Number of Shares Tim Warner 71,016 Robert Copple 38,793 Sean Gamble   1,504 Valmir Fernandes 32,455 Performance awards: We assumed that the maximum IRR would be achieved over the performance periods for the grants made in 2013 and 2014. As disclosed previously, the performance awards (in the form of restricted stock units) shall vest at the maximum for the 2011 Grant and at 76.67% of the maximum opportunity (115% of the target opportunity) for the 2012 Grant. Name Number of Shares Tim Warner 112,666 Robert Copple   43,708 Sean Gamble            0 Valmir Fernandes   35,203 There were no outstanding stock options for any of the named executive officers as of December 31, 2014. The values of the equity awards have been calculated using the closing price of Common Stock on December 31, 2014 of $35.58 per share. Potential Payments upon Termination for Cause If a named executive officer terminates his employment voluntarily, or is terminated for cause, we are only required to pay such named executive officer any accrued unpaid annual base salary through the date of such termination. Potential Payments upon Termination due to Change of Control Name Salary(2) Bonus(3) Health Insurance(4) Life and Disability Insurance(4) Assistance (5) Value of Equity Awards(6) Total Lee Roy Mitchell(1)  $- $- $- $- $- $- $- Tim Warner  $1,600,000 $2,080,365 $28,118 $65,480 $828 $6,535,406 $10,310,197 Robert Copple  $1,200,000 $1,509,775 $34,703 $57,485 $828 $4,753,737 $  7,556,528 Sean Gamble  $   900,000 $   117,077 $  8,043 $  3,199 $828 $   250,626 $  1,279,773 Valmir Fernandes  $   940,000 $   992,589 $34,703 $39,967 $828 $3,734,050 $  5,742,137 (1) There is no change of control provision in Mr. Mitchell’s employment agreement. (2) The amounts reported are calculated as follows: two times the annual base salary in effect as of December 31, 2014 payable in a lump sum within 30 days of such termination. (3) The amounts reported are calculated as follows: the sum of the annual cash incentive bonus the named executive officer would have received for the 2014 fiscal year and one and a half times the annual cash incentive bonus received by the named executive officer for the 2013 fiscal year, payable in a lump sum within 30 days of such termination. 70 CINEMARK HOLDINGS, INC.     2015 Proxy Statement (4) The amounts reported are calculated as follows: welfare benefit plans and insurance programs for a period of 30 months. Disability insurance includes premiums for long-term disability, individual disability income protection and short-term disability. (5) Messrs. Warner, Copple, Gamble and Fernandes are entitled to use our office space for a period of three months following the date of termination. The reported amount is based on the use of a 144 square foot office at a rental rate of approximately $23 per square foot per annum. (6)  The amounts reported have been determined based on the following provision in the respective employment agreements: upon termination due to change of control, any outstanding equity award granted to the named executive officerNEO shall be fully vested and exercisable and all restrictions shall lapse. 63 CINEMARK HOLDINGS, INC.     2016 Proxy Statement Based on the above provision, the total number of shares of Common Stock subject to the long-term equity incentive awards that would have vested on an accelerated basis for each named executive officerNEO upon termination due to a change of control on December 31, 20142015 are as follows: Restricted Stock:   Name Number of Shares Lee Roy Mitchell          - Tim Warner 71,01638,723 Mark Zoradi 2,642 Robert Copple 62,94862,508 Sean Gamble   7,04410,050 Valmir Fernandes 50,81948,413 Performance awards: We assumed that the maximum IRR would be achieved over the performance periods for the grants made in 2013 and 2014.Restricted stock units: As disclosed previously, the performance awards (in the form of restricted stock units)units granted in 2012 shall vest at the maximum for the 2011 Grant and at 76.67% of the maximum opportunity, (115%and the restricted stock units granted in 2013 and 2014 shall vest at the maximum. We assumed for purposes of this disclosure that the target opportunity) forrestricted stock granted in 2015 shall also vest at the 2012 Grant.maximum.   Name Number of Shares Lee Roy Mitchell            - Tim Warner 112,666123,222 Mark Zoradi            - Robert Copple   70,65969,780 Sean Gamble -8,031 Valmir Fernandes   54,12949,614 The values of the long-term equity incentive awards have been calculated using the closing price of our Common Stock on December 31, 20142015 of $35.58$33.43 per share. Potential Payments upon Termination due to Death or Disability   Name Salary (1) Bonus (2) Health Insurance(3) Life and Disability Insurance(3) Value of Equity Awards(4) Total   Lee Roy Mitchell $885,897 $737,953 $  6,953 $  8,104 $- $1,638,907   Tim Warner $800,000 $666,400 $11,247 $26,192 $3,820,327 $5,324,165   Robert Copple $600,000 $499,800 $13,881 $22,994 $2,783,388 $3,920,063   Sean Gamble $450,000 $117,077 $  3,217 $  1,280 $     53,512 $   625,086   Valmir Fernandes $470,000 $395,932 $13,881 $15,987 $2,283,845 $3,179,645     Name   Salary   Bonus   Health Insurance   Life and Disability Insurance   Assistance   Value of Equity Awards   Total   Lee Roy Mitchell     $ 912,474       $ 1,368,711       $ 7,205       $ 7,690       $ 86,500       $ -       $ 2,382,580     Tim Warner     $ 824,000       $ 1,236,000       $ 12,084       $ 30,296       $ 828       $ 4,423,023       $ 6,526,231     Mark Zoradi     $ 800,000       $ 427,397       $ 2,820       $ 3,173       $ 828       $ 48,106       $ 1,282,324     Robert Copple     $ 618,000       $ 927,000       $ 15,058       $ 18,687       $ 828       $ 3,592,789       $ 5,172,362     Sean Gamble     $ 463,500       $ 521,438       $ 13,430       $ 6,875       $ 828       $ 259,149       $ 1,265,220     Valmir Fernandes     $ 484,100       $ 617,228       $ 15,058       $ 13,996       $ 828       $ 2,717,892       $ 3,849,102   (1)  The amounts reported are the annual base salary of each named executive officer in effect as of December 31, 2014,2015, payable in a lump sum.   71 CINEMARK HOLDINGS, INC.     2015 Proxy Statement (2)  The amounts reported are the annual bonus each named executive officerNEO would have received for the 20142015 fiscal year payable in a lump sum at the same time as the annual cash incentive bonus payments are made to other similarly situated active executives pursuant to the terms of the Bonus Plan. Mr. Fernandes’ bonus includes the additional $132,128 payout for the 2015 fiscal year.   (3)  The amounts reported are calculated as follows: welfare benefit plans and insurance programs for a period of 12 months. Disability insurance includes premiums for long-term disability, individual disability income protection and short-term disability.   64 CINEMARK HOLDINGS, INC.     2016 Proxy Statement (4)  Effective February 13, 2014,The amounts reported have been determined based on the Board approved and adopted an amendment tofollowing provision in the Restated Incentive Plan (the “First Amendment”) pursuant to whichrespective employment agreements: any outstanding long-term equity incentive awards shall vest on a pro rata basis. Any long-term equity incentive awards with performance-based vesting provisions shall remain outstanding through the remainder of the applicable performance period and if or to the extent the performance provisions are attained shall vest without regard to any continued employment requirement on a pro rata basis. The pro rata basis for the long-term equity incentive awards is based on the percentage determined by dividing (i) the number of days from and including the grant date of such equity award through the termination date of the executive’sNEO’s employment, by (ii) the number of days from the grant date to the full vesting date/end of the applicable performance period, as applicable, of such long-term equity incentive awards. The participant or the participant’s estate or representative shall be entitled to receive any previously vested equity awards. Pursuant to the above, the total number of equity awards that would have vested and be exercisable upon death or disability of each named executive officer would have been as follows: The participant or the participant’s estate or representative shall be entitled to receive any previously vested long-term equity incentive awards. Pursuant to the above, the total number of shares of Common Stock subject to the long-term equity incentive awards that would have vested upon death or disability of each NEO would have been as follows: Restricted Stock:   Name Number of Shares Lee Roy Mitchell          - Tim Warner 48,326 20,067 Mark Zoradi 1,439 Robert Copple 38,793 46,682 Sean Gamble  1,504 4,216 Valmir Fernandes 32,455 37,555 Performance awards (in the form of restrictedRestricted stock units),units based on the assumption that the maximum IRR would be achieved over the performance period:   Name Number of Shares Lee Roy Mitchell            - Tim Warner 59,047 107,240 Mark Zoradi            - Robert Copple 39,436 60,790 Sean Gamble - 3,536 Valmir Fernandes 31,734 43,746 There were no outstanding stock options for any of the named executive officersNEOs as of December 31, 2014.2015. The values of the long-term equity incentive awards have been calculated using the closing price of our Common Stock on December 31, 20142015 of $35.58$33.43 per share. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Mr. Dombalagian has served as aEach member of our Compensation Committee since our Initial Public Offering in 2007. Messrs. Ezersky and Soderquist have served as members of our Compensation Committee since September 1, 2013. Ms. Vaca was appointed to the Compensation Committee by the Board effective January 15, 2015 and Mr. Carlos Sepulveda was appointed to the Compensation Committee by the Board effective February 13, 2015. Mr. Staubach served on the Compensation Committee from September 1, 2013 until 72 CINEMARK HOLDINGS, INC.     2015 Proxy Statement May 22, 2014. Each person qualifies as an independent, non-employee director and no member of the Compensation Committee has served as an officer or employee of the Company. During the 20142015 fiscal year, none of our executive officers served as a member of the board of directors or the compensation committee of any entity that has one or more executive officers serving on our Board or on the Compensation Committee of our Board.   7365 CINEMARK HOLDINGS, INC.     20152016 Proxy Statement SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Beneficial ownership has been determined in accordance with the applicable rules and regulations, promulgated under the Exchange Act. Unless indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. SharesTo the extent indicated below, shares beneficially owned by a person include shares of our Common Stock subjectwhich the person has the right to options that are currently exercisable or exercisableacquire beneficial ownership within 60 days of the Record Date and are deemed to be outstanding and to be beneficially owned by the person holding the optionsincluded for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Percentage ownership is based on 115,874,516116,172,004 shares of Common Stock outstanding as of the Record Date. As of the Record Date, there were 160446 holders of record of our Common Stock.     Beneficial Ownership     Names of Beneficial Owner   Number(1)   Percentage     5% Stockholders BlackRock, Inc.(2)   8,923,154   7.7 %  The Vanguard Group(3)   6,264,149   5.4 %  Directors and Named Executive Officers Lee Roy Mitchell(4) 10,122,845   8.5 %  Tim Warner(5)        95,581   *    Robert Copple(6)      161,998   *    Sean Gamble(7)        12,398   *    Valmir Fernandes(8)      114,516   *    Benjamin D. Chereskin(9)        60,544   *    Vahe A. Dombalagian(10)        17,874   *    Peter R. Ezersky(11)        27,518   *    Steven P. Rosenberg(11)        39,514   *    Enrique F. Senior(11)        45,625   *    Carlos M. Sepulveda(11)        45,625   *    Donald G. Soderquist(11)        45,625   *    Raymond W. Syufy(11)          6,473   *    Nina G. Vaca(12)          1,517   *    Executive Officers & Directors as a Group (16 persons)(13) 10,960,596   9 %      Beneficial Ownership     Names of Beneficial Owner   Number(1)     Percentage   5% Stockholders     BlackRock, Inc.(2)     9,286,248        8.0 %  The Vanguard Group(3)     7,089,036        6.1 %  Directors and NEOs     Lee Roy Mitchell(4)     10,122,845        8.7 %  Mark Zoradi(5)     32,434        *    Sean Gamble(6)     22,017        *    Valmir Fernandes(7)     82,457        *    Darcy Antonellis(8)     2,436        *    Benjamin D. Chereskin(9)     63,186        *    Steven P. Rosenberg(10)     42,156        *    Enrique F. Senior(10)     48,267        *    Carlos M. Sepulveda(10)     48,267        *    Donald G. Soderquist(10)     48,267        *    Raymond W. Syufy(10)     9,115        *    Nina G. Vaca(10)     4,159        *    Executive Officers & Directors as a Group (14 persons)(11)     10,711,862        9.2 %  * Less than 1%. * Less than 1%. (1)  In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, the Company deemed outstanding shares of Common Stock subject to options held by that person that were currently exercisable at, or were exercisable within 60 days of, the Record Date. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.   (2)  Based upon statements in Schedule 13G/A filed by Black Rock,BlackRock, Inc. on January 26, 2015.2016. Black Rock, Inc. may be deemed to beneficially own the reported shares of Common Stock and has filed Schedule 13G as the parent holding company or control person on behalf of its subsidiaries BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock Asset Management North Asia Limited, BlackRock Asset Management Ireland Limited, BlackRock Fund Advisors, BlackRock Fund Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd,Ltd., BlackRock Investment Management, LLC and BlackrockBlackRock Life Limited. Black Rock,BlackRock, Inc. hasreported (i) sole voting power over 8,613,0708,894,959 shares and (ii) sole dispositive power over 8,923,1549,286,248 shares. The address of Black Rock Inc. is 55 East 52nd Street, New York, NY 10022.   74 CINEMARK HOLDINGS, INC.     2015 Proxy Statement (3)  Based upon statements in Schedule 13G filed by The Vanguard Group on February 11, 2015.2016. The Vanguard Group may be deemed to beneficially own the reported shares of Common Stock and has filed Schedule 13G as the parent holding company or control person on behalf of its wholly-owned subsidiaries Vanguard Fiduciary Trust Company (beneficial owner of 62,96373,663 shares) and Vanguard Investments Australia, Ltd. (beneficial owner of 7,90011,700 shares). The Vanguard Group has (i) sole voting power over 70,86379,963 shares 66 CINEMARK HOLDINGS, INC.     2016 Proxy Statement (ii) shared voting power over 5,400 shares (iii) shared dispositive power over 62,96379,063 shares (iii)and (iv) sole dispositive power over 6,201,186 shares and (iv) shared dispositive power over 356,2267,009,973 shares. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.   (4)  Includes 4,419,095 shares of Common Stock owned by The Mitchell Special Trust. Mr. Mitchell is the co-trustee of The Mitchell Special Trust. Mr. Mitchell expressly disclaims beneficial ownership of all shares held by The Mitchell Special Trust.   (5)  Includes 38,72330,434 shares of restricted stock.   (6)  Includes 62,50820,311 shares of restricted stock.   (7)  Includes 12,39853,778 shares of restricted stock.   (8)  Includes 48,4132,436 shares of restricted stock.   (9)  Includes 3,3002,642 shares of restricted stock, 3,568 shares held by LEGATUM Partners, L.P., of which shares Mr. Chereskin is the beneficial owner and 9,736 shares held in a grantor trust of which Mr. Chereskin’s spouse is a trustee.   (10)  Includes 3,300 shares of restricted stock. Mr. Dombalagian is the beneficial owner of the reported shares. However, pursuant to the partnership agreement with his employer MDP, the pecuniary interests in the reported shares belong to MDP. (11) Includes 3,3002,642 shares of restricted stock.   (12)(11)  The reported shares are restricted stock. (13) Includes 318,284 shares of restricted stock. There are no shares of Common Stock issuable upon the exercise of options. The numbers reported do not include 214,425 shares of Common Stock underlying restricted stock units granted to the executive officers that are subject to vesting based on achievement of performance objectives. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. These insiders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file, including Forms 3, 4 and 5. Based solely on its review of the copies of such reports, the Company believes that each of its directors and executive officers has complied with the applicable reporting requirements for transactions in the Company’s securities during the 20142015 fiscal year. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Our Board has adopted a written policy supplementing our Code of Business Conduct and Ethics relating to the review, approval and ratification of transactions between us and “related parties” as generally defined by applicable rules under the Securities Act of 1933, as amended. The policy covers any related party transaction in which the amount involved exceeds $120,000. Our Board has determined that the Audit Committee is best suited to review and approve related party transactions, although in certain circumstances the Board may determine that a particular related party transaction be reviewed and approved by a majority of disinterested directors. In reviewing and approving a related party transaction, the Audit Committee, after satisfying itself that it has received all material information regarding the related party transaction under review, shall approve based upon the determination whether the transaction is fair and in the best interest of the Company. 75 CINEMARK HOLDINGS, INC.     2015 Proxy Statement Management presents any proposed related party transaction at an Audit Committee meeting for review and approval. If management becomes aware of a proposed or existing related party transaction that has not been presented or pre-approved by the Audit Committee, management shall promptly notify the Chair of the Audit Committee who shall submit such related party transaction to the full Audit Committee for approval or ratification, if the Audit Committee determines that such transaction is fair to the Company. If management, in consultation with our CEO, CFO or General Counsel determines that it is not practicable to wait until the next Audit Committee meeting, the Chair of the Audit Committee has been delegated the authority to review, consider and approve any such 67 CINEMARK HOLDINGS, INC.     2016 Proxy Statement transaction. In such event, the Chair of the Audit Committee shall report any related party transaction approved by him or her at the next Audit Committee meeting. The Audit Committee may establish guidelines it determines as necessary and appropriate for management to follow in dealings with related parties and related party transactions. The procedures followed in considering a related party transaction are evidenced in the resolutions and minutes of the meetings of the Audit Committee or Board, as applicable. Certain Agreements Laredo Theatre We manage theatres for Laredo Theatre, Ltd., (“Laredo”). We are the sole general partner and own 75% of the limited partnership interests of Laredo. Lone Star Theatres, Inc. (“Lone Star”) owns the remaining 25% of the limited partnership interests in Laredo and is 100% owned by Mr. David Roberts, Lee Roy Mitchell’s son-in-law.son-in- law. Under the agreement, management fees are paid by Laredo to us at a rate of 5% of annual theatre revenues up to $50 million and 3% of annual theatre revenues in excess of $50 million. We recorded approximately $0.6 million of management fee revenue from Laredo during the 20142015 fiscal year. As the sole general partner and the majority limited partner of Laredo, we control the affairs of the limited partnership and have the rights to dissolve the partnership or sell the theatres. We also have a license agreement with Laredo permitting Laredo to use the “Cinemark” service mark, name and corresponding logos and insignias in Laredo, Texas. Copper Beech LLC Effective September 2, 2009, Cinemark USA, Inc. (“CUSA”), a wholly-owned subsidiary of the Company, entered into an Aircraft Time Sharing Agreement (the “Aircraft Agreement”), with Copper Beech Capital, LLC, a Texas limited liability company (the “Operator”), for the use of an aircraft and flight crew on a time sharing basis. Lee Roy Mitchell, our Chairman of the Board, and his wife, Tandy Mitchell own the membership interests of the Operator. Prior to the execution of the Aircraft Agreement, the Company had an informal agreement with the Operator to use, on occasion, a private aircraft owned by the Operator. The private aircraft is used by Mr. Mitchell and other executives who accompany Mr. Mitchell to business meetings for the Company. The Aircraft Agreement specifies the maximum amount that the Operator can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and flight crew. The Company pays the Operator the direct costs and expenses related to fuel, pilots, landing fees, storage fees, insurance obtained for the specific flight, flight planning, weather contract services and expenses such as in-flight food and beverage services and passenger ground transportation incurred during a trip. For the 20142015 fiscal year, the aggregate amounts paid to Copper Beech LLC for the use of the aircraft was approximately $0.1 million.$400,000 . Family Relationships Tandy Mitchell, wife of Mr. Mitchell, is an employee of the Company. Ms. Mitchell received total compensation of $164,055$190,285 for the 20142015 fiscal year. Such amount included annual base salary of $118,249, an annual$121,797, a cash incentive bonus for the 20142015 fiscal year of $24,663,$45,674, benefits (health, life and disability insurance) of $24,690$22,330 and annual matching contribution to 401(K) of $8,456.$7,689. There were no long-term equity incentive awards granted to Ms. Mitchell during the 20142015 fiscal year. Walter Hebert III, brother-in-law of Mr. Mitchell, is the Executive Vice President – Purchasing of the Company. Mr. Hebert received total compensation of $632,796$772,206 for the 20142015 fiscal year. Such amount included base salary of $278,100, a cash bonus for the 2015 fiscal year of $166,860, benefits (health, life and disability insurance) of $26,843, annual matching contribution to 401(K) of $13,912, dividends received during the 2015 fiscal year on unvested restricted stock and vested restricted stock   7668 CINEMARK HOLDINGS, INC.     20152016 Proxy Statement annual base salary of $270,000, an annual cash incentive bonus for the 2014 fiscal year of $89,964, benefits (health, life and disability insurance) of $28,193 including a tax gross up of $1,528, annual matching contribution to 401(K) of $13,650, dividends received during the 2014 fiscal year on unvested restricted stock and vested performance awards (in the form of restricted stock units)units that vested in March 20142015 of $33,010$31,162 and the grant date fair market values of restricted stock award of $107,995$267,600 and performance awards (in the form of restricted stock units)units of $151,833 (based on maximum vesting and subject to the Company achieving pre-established performance targets and Mr. Hebert’s continued employment through March 2018)2019). Century Theatres Our subsidiary, Century Theatres, currently leases 15 theatres and one parking facility from Syufy Enterprises or affiliates of Syufy Enterprises. Raymond Syufy, one of our directors, is an officer of the general partner of Syufy Enterprises. Certain of the leases have fixed minimum annual rent while the other leases have rent based upon a specified percentage of gross sales as defined in the lease with no minimum annual rent. For the 20142015 fiscal year, we paid approximately $21 million in rent for these leases. Director Nomination Agreement On April 9, 2007, immediately prior to our initial public offering, we entered into a Director Nomination Agreement with certain of our then current stockholders permitting those certain stockholders to designate persons for appointment or nomination for election to the Board. Pursuant to the Director Nomination Agreement, certain of our then current stockholders, MDCP, the Mitchell Investors (as defined in the Director Nomination Agreement), Syufy Enterprises, LP and the Quadrangle Investors (as defined in the Director Nomination Agreement) had rights to designate nominees to the Board. Currently, only the Mitchell Investors have the right to nominate two directors to the Board. DEADLINE FOR STOCKHOLDER PROPOSALS FOR THE 2016 ANNUAL MEETING For inclusion in the proxy statement: Stockholder proposals requested to be included in our proxy statement and form of proxy for our 2016 annual meeting must be in writing and received by the end of business on December 26, 2015 at our principal executive offices at 3900 Dallas Parkway, Suite 500, Plano, Texas 75093, Attention: Michael Cavalier, Company Secretary. Director nomination or proposal for annual meeting: Stockholders who wish to nominate a director or introduce a proposal not included in the proxy statement at the 2016 annual meeting may do so in accordance with our by-laws. These procedures provide that stockholders who wish to bring a proper subject of business before the 2015 annual meeting must do so by a written notice in proper written form to the Company Secretary received not less than 90 and not more than120 days before the anniversary date of the Annual Meeting and must be accompanied by certain information about the stockholder making the proposal, in accordance with ourby-laws. As a result, any notice given by or on behalf of a stockholder pursuant to these provisions of ourby-laws (and not pursuant to the SEC’s Rule 14a-8(e)) must be received no earlier than February 5, 2016, and no later than March 6, 2016 at our principal executive offices at 3900 Dallas Parkway, Suite 500, Plano, Texas 75093, Attention: Michael Cavalier, Company Secretary. A copy of our by-laws is available from the Company Secretary upon written request. ADDITIONAL INFORMATION Stockholders Sharing a Common Address If you and other residents at your mailing address own Common Stock in street name, your broker or bank may have sent you a notice that your household will receive only one proxy statement for each company in which you hold stock through that broker or bank. Nevertheless, each stockholder will receive a separate proxy 77 CINEMARK HOLDINGS, INC.     2015 Proxy Statement card. This practice, known as “householding,” is designed to reduce the Company’s printing and postage costs. If you did not respond that you did not want to participate in householding, the broker or bank will assume that you have consented, and will send one copy of our proxy statement to your address. You may revoke your consent to householding by contacting your broker or bank, if you hold Common Stock in street name, or the Company’s Secretary, if you are the registered holder of the Common Stock. The revocation of your consent to householding will be effective 30 days following its receipt. Upon written or oral request to the Company’s Secretary at the address or telephone number provided above, the Company will deliver promptly a separate copy of this proxy statement to a stockholder at a shared address to which a single copy of this proxy statement was delivered. By written or oral request to the same address (i) a stockholder may direct a notification to the Company that the stockholder wishes to receive a separate annual report or proxy statement in the future or (ii) stockholders who are sharing an address and who are receiving delivery of multiple copies of the Company’s annual reports or proxy statements can request delivery of only a single copy of these documents to their shared address. Incorporation by Reference The material under the headings “Compensation Committee Report,” “Audit Committee Report” and the disclosure regarding independence of the members of the Audit Committee shall not be deemed to be “filed” with the SEC nor deemed incorporated into any future filing with the SEC, except to the extent that we specifically incorporate it by reference into the filing. 69 CINEMARK HOLDINGS, INC.     2016 Proxy Statement OTHER MATTERS The Board knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, proxies received will be voted in respect thereof in accordance with the recommendation of the Board. Discretionary authority with respect to such other matters is granted by the execution of the enclosed proxy. 78 CINEMARK HOLDINGS, INC.     2015 Proxy Statement AVAILABILITY OF REPORT ON FORM 10-K The Company’s audited consolidated financial statements are included in the 2014 Form 10-K filed with the SEC. Upon your written request, we will provide to you a complimentary copy of our 20142015 Form 10-K (without exhibits) as filed with the SEC. Your request should be mailed to the Company’s offices, addressed as follows: Cinemark Holdings, Inc., Attention: Company Secretary, 3900 Dallas Parkway, Suite 500, Plano, Texas 75093. A free copy of the 20142015 Form 10-K may also be obtained at the Web sitewebsite maintained by the SEC atwww.sec.govor by visiting our Web sitewebsite atwww.investors.cinemark.comhttp://investors.cinemark.comand clicking on “About/Investor Relations”the “Financials” tab and then on “SEC Filings.” QUESTIONS If you have questions or need more information about the Annual Meeting, write to: Cinemark Holdings, Inc. 3900 Dallas Parkway, Suite 500 Plano, Texas 75093 Attention: Michael Cavalier, Secretary By Order of the Board of Directors,   Michael Cavalier Executive Vice President – General Counsel and Secretary April 24, 201511, 2016   7970 CINEMARK HOLDINGS, INC.     20152016 Proxy Statement            Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945       P.O. Box 64945 St. Paul, MN 55164-0945                          Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week     Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.              INTERNET– www.proxypush.com/cnk   Use the Internet to vote your proxy until 12:00 p.m. (CT) on June 3, 2015.May 25, 2016.                PHONE–1-866-883-3382   Use a touch-tone telephone to vote your proxy until 12:00 p.m. (CT) on June 3, 2015.May 25, 2016.              MAIL– Mark, sign and date your proxy card and return it in the postage-paid envelope provided.     If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.     TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW, SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.   Please detach here                                The Board of Directors Recommends a VoteFOR Items 1, 2 and 3.              1.   Election of     directors:     Class III Directors:    01  Carlos M. SepulvedaBenjamin D. Chereskin 02  Tim WarnerLee Roy Mitchell 03  Raymond W. Syufy           ¨    FORFor all nominees             (except as marked)     ¨   Withheld from all nominees                                                                   (Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)                       2.   Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the 20152016 fiscal year.     ¨    For         ¨    Against         ¨    Abstain     3.   Approval of the non-binding, annual advisory resolutionvote on executive compensation.     ¨    For         ¨    Against         ¨    Abstain     4.   To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.         THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS.   Address Change? Mark box, sign, and indicate changes below:    ¨                                      Date                                                                                                                  Signature(s) in Box         Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.                           CINEMARK HOLDINGS, INC. ANNUAL MEETING OF STOCKHOLDERS Thursday, June 4, 2015May 26, 2016 9:00 a.m. CDT 3800 Dallas Parkway Plano, Texas 75093          Cinemark Holdings, Inc. 3900 Dallas Parkway, Suite 500 Plano, Texas 75093 proxy   This proxy is solicited by the Board of Directors for use at the Annual Meeting on June 4, 2015.May 26, 2016. The shares of stock you hold in your account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted “FOR” Items 1, 2 and 3. By signing the proxy, you revoke all prior proxies and appoint Robert CoppleSean Gamble and Michael Cavalier, and each of them with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.   See reverse for voting instructions.