INFORMATION REQUIRED IN THE PROXY STATEMENT
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☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to |
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Fee computed on table below per Exchange ActRules 14a-6(i)(4) and0-11.
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 | Dear Fellow Stockholders:
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We welcome you to | | ||||
The | |
The North-American movie exhibition industry achieved anall-time high box office
During 2018, we served more than 280 million guests worldwide and expanded our footprint through new builds and acquisitions for a total of more than 6,000 screens across our global footprint spanning 16 countries. Our domestic subscription program, Movie Club, achieved more than 530,000 members, which was 250% more than our initialone-year goal and represented nearly 1,600 members per theatre. Additionally, we increased our recliner penetration from 45% to more than 55% of our domestic circuit, the highest among the major exhibitors.
The focus of the executive team has always been to drive stockholder value and to increase the return on your investment in the Company. In that spirit, we increased our cash dividend by $0.08 annually inLatin America during the fourth quarter, which represented another meaningful milestone in our company’s emergence from the pandemic.
The Board, the management teamshareholders, guests, communities, and I would like to thankemployees.
| | | Sincerely, | |
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| | | Sean Gamble President and Chief Executive Officer |
| * | Cinemark has presented supplemental non-GAAP financial measures as part of this Proxy Statement. Definitions of each non-GAAP measure and a reconciliation of each non-GAAP financial measure with the most comparable GAAP measure are set forth in Annex A. The non-GAAP financial measures presented in this Proxy Statement should not be considered as alternative measures for the most directly-comparable GAAP financial measures. The non-GAAP financial measures presented in this Proxy Statement are used by management to monitor the financial performance of the business, inform business decision-making and forecast future results. |
6, 2022
| | | Time and Date: | | | 9:00 am (Central Daylight Time) on Thursday, May 19, 2022 | |
| | | Physical Location: | | | 3800 Dallas Parkway, Plano, Texas 75093 | |
| | | Virtual Meeting Site: | | | www.virtualshareholdermeeting.com/CNK2022 |
| 1. | To elect |
| 2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for |
| 3. | To hold the annual,non-binding, advisory vote on our executive compensation program; and |
| 4. | To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
Only
| | | BY ORDER OF THE BOARD OF DIRECTORS, | |
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| | | Michael Cavalier Executive Vice President-General Counsel & Business Affairs |
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www.virtualshareholdermeeting.com/CNK2022 2018 (the “20182021 (2021 Form10-K”) 10-K) as filed with the SECSecurities and Exchange Commission (SEC) on February 28, 201925, 2022 for Cinemark Holdings, Inc. (the “Company”, “Cinemark”, “we”(Company, Cinemark, we or “us”)us). You should carefully read the entire proxy statement and the Company’s 20182021 Form10-K before voting.ANNUAL MEETING INFORMATION
DateTime:Thursday,May 23, 2019phone voting, you will need the 16-digit control number on your proxy card or voting instruction form. Location:Cinemark West Plano Theatre3800 Dallas ParkwayPlano, TX 75093Record Date:March 28, 2019Proxy Mail Date:On or aboutApril 8, 2019
HOW TO VOTE
Even if you plan to attend the Annual Meeting in person, please cast your vote as soon as possible by following the instructions on your proxy card or voting instruction form. You can vote by one of the following methods. Please refer to the section ‘Questions and Answers About the Annual Meeting and Voting’ beginning on page 58 for detailed voting instructions.
| | ASKING QUESTIONS If you have a question pertaining to the business of the Annual Meeting, you must submit it in advance of the Annual Meeting by visiting www.proxyvote.com. Questions may be submitted until 10:59 p.m. CDT, on Tuesday, May 17, 2022. You should have your proxy card or voting instruction form in hand when you access the website and follow the instructions. To allow us to respond at the Annual Meeting to the maximum number of stockholders, each stockholder will be limited to one question. | | | IF YOU CANNOT ATTEND, FOLLOWING THE ANNUAL MEETING: Appropriate questions received that are not addressed at the Annual Meeting due to time constraints will be posted, along with our responses, on https://ir.cinemark.com as soon as practical after the conclusion of the Annual Meeting. | |
 | | | 1 |
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VOTING MATTERS AND BOARD RECOMMENDATIONS
Elect Four Class III Director Nominees | ||||||
See page 8 | | The Board recommends a vote FOR each nominee |
Name | | | Independent | | | Director Since | | | Board
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Benjamin Chereskin President of Profile Capital Management LLC Former Managing Director and Member of Madison Dearborn Partners LLC | | ✔ |
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2004 | | | • Compensation • Strategic Planning | |||
| Lee Roy Mitchell Executive Chairman of the | | | X | | | Founder | | | • None | |
Ray Syufy Chief Executive Officer Syufy Enterprises, Inc. | | | X | | | 2006 | | | • Strategic Planning | ||
Sean Gamble Chief Executive Officer | | | X | | | 2022 | | | • None |
Item | | | | |||||||
 | | | Ratify Deloitte & Touche LLP as our independent registered public accounting firm for |
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See page 29 | |
| The Board recommends a vote | |||||||
| | | ❖ | | | Independent firm with reasonable fees and significant financial reporting expertise | |||||
| | | ❖ | | | Deloitte & Touche LLP, or Deloitte & Touche, has audited our consolidated financial statements annually since 1987 | |||||
| | | ❖ | | | Audit Committee evaluates the independence of Deloitte & Touche annually and has determined that its appointment continues to be in the best interests of our stockholders | |||||
Item | | |||||
 | | | Non-binding, annual advisory vote on our executive compensation program | |||
See page 29 | |
| The Board recommends a vote FOR this item | |||
| | ❖ | | | Annual say-on-pay vote | |
| | | ❖ | | | The key elements of our executive compensation program remain unchanged | |
| | | ❖ | | | Our compensation principles and practices promote pay-for-performance and align executive and stockholder interests | |
| | | ❖ | | | Our 2021 executive compensation was reasonable, balanced and appropriate in light of the continuing impact of the COVID-19 pandemic on the Company and the motion picture exhibition industry | |
2 | | | |
Item 1. Election of Three Class III Directors
The following table provides summary information about each director nominee.
| Name | Age | Director Since | Occupation | Experience | Independent | Committee Memberships | ||||||||||||
Benjamin Chereskin | 60 | 2004 | President, Profile Capital Management | Leadership, Consumer Products, Finance, Technology, Strategy, Governance | Yes | CC; SP (Chair) | ||||||||||||
Lee Roy Mitchell | 82 | 1987 | Founder; Chairman of the Board | Leadership, Finance, Strategy, Industry Expertise | No | NV (Chair) | ||||||||||||
Raymond Syufy | 56 | 2006 | CEO, Syufy Enterprises | Real Estate, Retail Business, Finance, Leadership, Industry Expertise, Strategy | No | SP; NV | ||||||||||||
CC: Compensation Committee NV: New Ventures Committee SP: Strategic Long-Range Planning Committee
CORPORATE GOVERNANCE HIGHLIGHTS
Item 2.RatificationAppointmentpandemic during the course of DeloitteThe Audit Committee has appointed2021 by focusing on highly disciplined operating management and the Board has ratified the appointment of Deloitte & Touche LLP (collectively, “Deloitte”) as the Company’s independent registered public accounting firm for 2019. 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.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.
We paid the following fees (in thousands) to Deloitte for professional services rendered by them during 2018 and 2017, respectively:
| Fees | 2018 | 2017 | ||||||
Audit
| $
| 1,837.2
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| $
| 1,781.0
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Audit Related
| $
| 10.4
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| $
| 10.4
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Tax(1)
| $
| 66.4
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| $
| 145.5
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Other
| $
| -
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| $
| -
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Total
| $
| 1,914.0
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| $
| 1,936.9
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(1) Fees primarily include transfer pricing studies and tax compliance services.
Item 3.Non-binding, Advisory Vote on Executive Compensation
The Company annually requests anon-binding advisory vote from our stockholders on the compensation paid to our named executive officers (the “NEOs”), for and during the prior year. We have consistently received high stockholder approval for our executive compensation program primarily due to its strong alignment with Company financial performance. At the 2018 annual meeting, approximately 95% of our stockholders present, either in person or via proxy, and voting approved our executive compensation for 2017.
2018 BUSINESS PERFORMANCE HIGHLIGHTS
Our Vision and its Execution
Our key objective is to deliver competitive returns on capital invested by the Company. We achieve this objective by implementing our vision of shaping the motion picture industry and being recognized as the most influentialout-of-home entertainment network in the world. We also focus on our core values of integrity, trust and servant leadership. During 2018, we executed our vision by launching and making significant progress on many strategic initiatives that will benefit the Company over the long-term. We accomplished the following in 2018:
Served more than 280 million guests worldwide
Launched in December 2017, grew our U.S. subscription program, Movie Club, to more than 530,000 members, representing nearly 1,600 members per theatre and more than 2.5x our initialone-year goal
Increased recliner penetration from 45% to more than 55% of our domestic circuit - the highest recliner penetration of the major exhibitors
Launched a new XD campaign and continued to grow our XD market share generating approximately 9% of our worldwide box office from only 4% of worldwide XD screens
Increased domestic food and beverage revenue by more than $100 million, the highestone-year growth in our history and achieving 12 consecutive years of domestic per cap growth
Launched our own CNK Brazile-commerce platform and implementede-commerce platforms in Colombia, Peru and Bolivia
Expanded our worldwide footprint, through new builds and acquisitions, exceeding 6,000+ screens
Opened our first virtual reality experience at our West Plano theatre.
Additionally, over the past five years, we have grown Cinemark’s cash dividend by 36% (inclusive of the 2018 fourth quarter increase) and distributed more than $640 million to our stockholders. This demonstrates our commitment to return capital to our stockholders while continuing to invest in strategic initiatives to position our Company for long-term success. Below is our annual cash dividend paid per share of Common Stock over the past five years:
| Year | Annualized Cash Dividend Per Share | |||
2014
| $
| 1.00
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2015
| $
| 1.00
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2016
| $
| 1.08
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2017
| $
| 1.16
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2018
| $
| 1.28
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Operational and Financial Results
Company Performance Year-Over-Year:
We delivered worldwide records for the fourth consecutive year in many of our key performance categories in 2018. We achieved these record results through disciplinedproactive execution of our strategic initiatives focused on creating an extraordinary guest experience, coupledinitiatives. Some of the significant accomplishments we achieved during the year that are aligned with outstandingour key priorities include:
The North American industry box office grew by 6.9% todigital marketing capabilities and reach, anall-time highconsistently delivering billions of $11.9 billion, bolstered by a sizeable increase in year-over-year attendance. Cinemark’s domesticbox-office over-indexedimpressions each month through social media engagement, personalized emails, and earned media stories that showcase the North American industry box office by 80 basis points, growing 7.7%, for the full-year 2018. This follows our industry outperformance in nine outbenefits of the past ten yearsCinemark moviegoing experience
| – | Served 48 million worldwide guests, an increase of 57% quarter-over-quarter, demonstrating that consumer enthusiasm for the shared, immersive, theatrical moviegoing experience remains strong |
| – | Our U.S. box office performance surpassed the North American industry by ~700 bps with our international admissions also over-indexing their corresponding industry results by a similar degree |
| – | Domestic concessions revenues reached 90% of 4Q19 levels and generated an all-time high per cap of $6.66 |
| – | Generated positive Adjusted EBITDA and Adjusted Margins above 20% in both our domestic and international segments for the first time since the onset of the pandemic |
| – | Reported positive cash flow from operations for the fourth quarter and full-year 2021 |
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| – | Luxury Lounger recliner seats in over 65% of our U.S. footprint |
| – | Nearly 300 premium large format XD and IMAX auditoriums worldwide |
| – | Immersive DBOX motion seating across 250 of our theaters |
| – | The best sight and sound technology in the industry |
| – | Enhanced food & beverage offerings throughout 75% of our global circuit |
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As compared to 2017, our worldwide performance in 2018 for key financial metrics were as follows:
| Key Financial Metric | | 2018 (in millions) |
| | 2017 (in millions) |
| % Change | |||||
Attendance | 282.1 | 277.0 | 1.8% | |||||||||
Revenue | ||||||||||||
Admissions | $ | 1,834.2 | $ | 1,795.0 | 2.2% | |||||||
Concessions | $ | 1,108.8 | $ | 1,038.8 | 6.7% | |||||||
Total | $ | 3,221.8 | $ | 2,991.6 | 7.7% | |||||||
Net Income* | $ | 213.8 | $ | 264.2 | (19%) | |||||||
Adjusted EBITDA** | $ | 781.5 | $ | 723.8 | 8.0% |
*Net income attributablerelate to the Company, or Net Income, for 2018 included $19.2 million ofnon-cash tax expense associated withtrue-ups to 2017’s provisional tax reform calculations, as well as recently issued tax guidance that modified the treatment of foreign tax credit utilizationcomposition, structure, interaction and resulted in an increased valuation allowance for the Company. Additionally, net income for 2017 included a $45 million tax benefit driven by a reduction of net deferred income tax liabilities as a resultoperation of the 2017 tax reform legislation that went into effect during December 2017.
**Adjusted EBITDA isBoard. Copies of our Corporate Governance Guidelines and other governance documents can be found under the “Governance” tab of the “Investors” section of our website at https://ir.cinemark.com. You should review these documents for anon-GAAP financial measure. Thisnon-GAAP financial measure should be considered in addition to, complete understanding of these corporate governance practices, but not as a substitute for,some of the information provided in accordance with U.S. generally accepted accounting principles (“GAAP”). A reconciliationkey elements of Net Income to Adjusted EBITDA is provided in footnote 19 to the Company’s 2018 Form10-K.
Company Performance Over the5-Year Period:
The following tabular and graphical presentations below demonstrate our growth in certain key performance metrics over the past five years.
| Year | Revenue | Net Income Attributable to Cinemark Holdings, Inc. | Adjusted EBITDA | |||||||||
2014
| $
| 2,627.0
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| $
| 192.6
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| $
| 615.7
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2015
| $
| 2,852.6
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| $
| 216.9
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| $
| 682.8
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2016
| $
| 2,918.8
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| $
| 255.1
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| $
| 706.1
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2017
| $
| 2,991.6
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| $
| 264.2
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| $
| 723.8
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2018
| $
| 3,221.8
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| $
| 213.8
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| $
| 781.5
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* See footnote 19 to the Company’s 2018 Form10-K for reconciliation of Net Income to Adjusted EBITDA.
EXECUTIVE COMPENSATION HIGHLIGHTS
The Board monitors emerging best practices in executive compensation to incorporate them into our compensation program and enhance value for our stockholders. Through our commitment to strong governance the Board has implemented the following compensation “best practices.”
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Our Approach to Executive Compensation
We believe in taking a holistic view of pay and performance. While formulating an effective pay strategy, the Compensation Committee ensures that there is appropriate alignment with Company performance, overall business strategy and culture. The three principal tenets of our executive compensation program are: Retention, Performance and Balance.
The Compensation Committee ensures that the three tenets are appropriately represented in our compensation program by taking into consideration the following:
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Highlights of 2018 Executive Compensation
Although our compensation program has consistently received a high-level of support from our stockholders (approximately 95%say-on-pay vote result in 2017), in 2018, the Compensation Committee made certain calibrations to an already robust compensation structure to more closely align with the tenets of the program.
Base Salary:designed to attract and retain key talent
The Compensation Committee adjusted the base salaries of the NEOs to better align with market and to address evolving roles of certain executives. Mr. Gamble’s base salary had a higher adjustment than the other NEOs to reflect his additional responsibilities upon being appointed as our Chief Operating Officer (“COO”) in January 2018. The change in base salaries for 2018 were as follows:
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Cash Bonus: designed to align with Company’s performance over the short-term
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• Separate Chairman and CEO The positions of the Chairman and the CEO are separated • Plurality Voting with Resignation In uncontested director elections, directors not receiving a majority vote must submit a resignation letter; the Governance Committee will consider the resignation and make a recommendation to the Board • Annual Assessments The Governance Committee conducts in person annual Board and committee assessments to ensure that our Board and its • No Term Limits or Mandatory Retirement Age The Board does not have a term limit or mandatory retirement age. This is
• Executive Sessions The Lead Director holds regular executive sessions of non-management and independent directors | | | • Board Meeting Attendance All directors regularly attend all Board and committee meetings and attended more than 75% of all meetings in 2021 • Equity Grants To align with
• No Pledging or Hedging in Company Stock Our Insider Trading Policy prohibits directors, executive officers and certain employees from pledging or hedging Company stock • Stock Ownership Guidelines Our directors and certain executive officers are required to | | | | ||||||
| Position | | Stock Ownership Requirement | | | | ||||||
| Non-employee Directors | | | 5x value of | | | | |||||
| | CEO | | | 5x annual base salary | | | | |||||
| | All Executive Vice Presidents | | | 2x annual base salary | | | | |||||
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Summary of 2018 Compensation
The charts below provide a summary of the compensation of the CEO and thenon-CEO NEOs for 2018, including a comparison of their 2018 compensation with that of 2017.
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For thenon-CEO NEOs, the change in compensation for 2018 were as follows:
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Compensation Mix:appropriatelybalanced between fixed (base salary and benefits) and variable components (cash bonus and long-term equity incentive awards) to reward and motivate performance without encouraging undue risk-taking
The presentations below illustrate the mix of the variable and fixed components of compensation as a percentage of target total compensation. Mr. Zoradi is presented individually while Messrs. Gamble, Cavalier and Fernandes are presented as a group. Since Mr. Mitchell does not receive any equity grant on an annual basis due to his substantial ownership in the Company, he has not been included in thenon-CEO NEO group. His compensation is 49% each of base salary and target cash bonus and 1% benefits.
NEO
| Variable
| Fixed
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CEO | 76% | 24% | ||
Non-CEO NEO group
| 67%
| 33%
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Shares Outstanding and Voting Rights
6, 2022.
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Since: Committees: ; Audit Committee ; Board. If requested by stockholders and as appropriate, the Lead Director will also be available, as the Board’s liaison, for consultation and our virtual 2021 Annual Meeting. in 2021 and 2022. Fifth Amended and Restated Corporate Governance Guidelines; Second Amended and Restated Charter of the Audit Committee Second Amended and Restated Charter of the Governance Committee assisting the Board in its oversight responsibilities regarding (1) the integrity of our financial statements, (2) our risk management approving the report required by the SEC for inclusion in our annual proxy or information statement; appointing, retaining, compensating, evaluating and replacing our independent registered public accountants; approving audit andnon-audit services to be performed by the independent registered public accountants; performing such other functions as the Board may from time to time assign to the Audit Committee. year to monitor and evaluate cybersecurity trends and risks and the effectiveness of the Company’s controls to mitigate known risks. The Audit Committee also oversees and monitors the enterprise level risks related to ethics and compliance with the Company’s code of business conduct. Company management provides to the Audit Committee, at every quarterly meeting, the top claims (as determined by management) reported through the anonymous whistleblower hotline, and provides an annual summary of claims, for both domestic and international, with a comparison to previous years. authority to grantpre-approvals of audit and permittednon-audit services. The decision of suchsub-committee is presented to the full Audit Committee at its next meeting. The Audit Committeepre-approved all fees for Audit Audit Related Tax(1) Other Total making recommendations to the Board on the Company’s general compensation philosophy and objectives and strategy and on all matters of policy and procedures relating to executive compensation; determining and approving the compensation of the non-CEO NEOs and reviewing the compensation of certain other executive officers; administering (to the extent such authority is delegated to the Compensation Committee by the Board) the incentive compensation and equity-based plans, setting performance targets and thresholds and recommending to the Board any modifications of such plans; validating and approving the achievement of performance reviewing, recommending, and discussing with management the identifying individuals qualified to become Board members and evaluate candidates for Board membership, including those recommended by stockholders in compliance with the Company’sby-laws; recommending to the Board the director nominees for election or to fill any vacancies and newly created directorships on the Board; identifying and recommending to the Board members qualified to fill any vacancies on a committee of the Board; reviewing the succession planning program for the CEO and senior management; 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; periodically reviewing and making recommendations regarding the composition and size of the Board; 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; annually recommending to the Board the chairpersons and members of each of the Board’s committees; reviewing and reassessing the adequacy of the Governance Committee Charter on an annual basis and recommend any proposed changes to the Board for nominate directors. Therefore, as Company employees, Messrs. Mitchell Zoradi and a base director retainer of $60,000; additional retainer of $35,000 for thenon-employee director who serves as the lead independent director; additional cash retainer for services on the committees as follows: Committee Chairperson Member Audit Compensation Governance Strategic Long-Range Planning New Ventures The directors are also subject to a stock ownership guideline and are required to retain Common Stock ownership five times the value of their base retainer. Our Amended and Restated 2017 Omnibus Incentive Plan (the “2017 Plan”) imposes a $1,000,000 limit on the compensation that can be awarded to a non-employee director in any given fiscal year, including the sum of (i) cash compensation and (ii) the grant date fair value of equity compensation under the 2017 Plan. Fees Earned or Paid in Cash(1) All Other Compensation(3) Darcy Antonellis Benjamin Chereskin Nancy Loewe Steven Rosenberg Enrique Senior Carlos Sepulveda Raymond Syufy Nina Vaca The grant date fair values were calculated based upon the closing price of Common Stock on June 15, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022 2020. 2022. National CineMedia, Inc. from 2007 until 2021. Sean Gamblehas served as our President since July 28, 2021, our COO and CFO since January 2018 and as our Executive Vice President and CFO since August 2014. Beginning January 1, 2022, Mr. Gamble now serves as our President and CEO. Prior to joining Cinemark, from February 2009 until April 2014, Mr. Gamble Components Performance-based Awards Worldwide (in millions) 2018 (in millions) 2017 (in millions) Attendance 282.1 277.0 1.8% Revenue Admissions $ 1,834.2 $ 1,795.0 2.2% Concessions $ 1,108.8 $ 1,038.8 6.7% Total $ 3,221.8 $ 2,991.6 7.7% Net Income* $ 213.8 $ 264.2 (19%) Adjusted EBITDA** $ 781.5 $ 723.8 8.0% executive compensation structure were necessary to properly compensate, reward and retain our executives during these unprecedented times. See Executive Compensation Components – Cash Bonus and Impact of COVID-19 on Long-Term Incentive Compensation. Net Income 2014 2015 2016 2017 2018 Cinemark AMC IMAX S&P 500 Theatre Peers base Committee. The Compensation Committee has not adopted any formula with specific weightings assigned to any of the factors above. remainder of 2021.theour BoardOur Board is independent and is currently comprised of 1011 members. The size of the Board may be fixed from time to time exclusively by our Board as provided in our Certificate of Incorporation. Our Certificate of Incorporation also provides that our Board consists of three classes of directors, designated as Class I, Class II and Class III. The members of each class are elected to serve a three-year term, with the termterms of office of each class ending in successive years.The qualifications for Board membership are set forth in our Fourth Amended and Restated Corporate Governance Guidelines (“Corporate Governance Guidelines”). All candidates nominated for election orre-election to In December 2021 the Board should possessexpanded the following qualifications:high personal and professional ethics, integrity, practical wisdom, and mature judgment;broad training and experience at the policy-making level in business, government, education, or technology;expertise that is beneficial to the Company and complementary to the background and experience of other Board members;willingness to devote the required amount of time to carrying out duties and responsibilities of Board membership;commitment to serve on the Board over a period of several years to develop knowledge about the Company’s principal operations; andwillingness to represent the best interests of all stockholders and objectively appraise management performance.The Nominating and Corporate Governance Committee (the “Governance Committee”)size of the Board which is responsible for nominating members to the Board, does not assign specific weight to any particular factor when evaluating candidates for potential Board nominations.by one member effective as of January 1, 2022. The Board, in selecting members, takes into account such factors as it deems appropriate, which may include the current composition of the Board, the range of talents, experiences and skills that would best complement those already represented on the Board and the need for specialized expertise. The Board seeks to achieve a mix of members whose experience and backgrounds are relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business.The Board has not adopted a formal diversity policy. Pursuant to the Corporate Governance Guidelines, the Board broadly construes diversity to mean diverse background, education, skills, age and expertise. Our Board is comprised of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the interests of our stockholders. The directors complement each other in their mix of skillsvacancy was filled by bringing to the Board expertise and experience on the entertainment industry, capital markets, cybersecurity, technology, financial management, strategic planning and corporate governance.The following chart summarizes the core competencies of each director.Skill/Experience MatrixExperienceDirector
Financial Literacy✓✓✓✓✓✓✓✓Financial Management✓✓✓✓✓✓✓✓✓✓Accounting and Financial Oversight/Enterprise Risk Management✓✓✓✓✓✓Corporate Governance✓✓✓✓✓CEO Positions Held✓✓✓✓✓✓Non-CEO Executive Positions✓✓✓✓Film, Media and Entertainment Industry✓✓✓✓✓Beverage Industry, Consumer Products✓✓✓Corporate Finance✓✓✓Mergers and Acquisitions✓✓✓Other Public Company Board Service✓✓✓✓✓Leadership✓✓✓✓✓✓✓✓Strategic Planning✓✓✓✓✓✓✓✓✓✓Real Estate and Retail Business✓Information Technology and Cybersecurity✓✓Nominations for Election to the BoardThe Governance Committee of our Board receives nominations for Board members which it evaluates based on the standards, qualifications and diversity criteria set forth by the Board in the Corporate Governance Guidelines. The Governance Committee annually evaluates the criteria for the selection of new directors and recommends any proposed changes to the Board. Although the Board retains ultimate responsibility for approving candidates for election, the Governance Committee conducts the initial screening and evaluation. In doing so, the Governance Committee considers candidates recommended by the directors, the CEO and the Company’s stockholders. The Governance Committee also has the authority, to the extent it deems appropriate, to retain one or more search firms to be used to identify director candidates.While typically the Governance Committee recommends candidates to the full Board, under the director nomination agreement which we entered into on April 9, 2007 with certain of our then current stockholders (the “Director Nomination Agreement”), the Mitchell Investors (as defined in the Director Nomination Agreement) have a right to designate two nominees to the Board. The nominees of the Mitchell Investors however, must fulfil the membership criteria set by the Board under the Corporate Governance Guidelines. Currently, Messrs. Mitchell (Class III) and Sepulveda (Class II) are the nominees of the Mitchell Investors.To recommend a candidate for election to the Board for the 2020 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:the name and address of the stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made;a representation that the stockholder intends to appear in person or by proxy at the annual meeting;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;a description of any arrangements or understandings between the stockholder, the beneficial owner and the nominee or any other person (including their names);the name, age, business and residential addresses of the stockholder’s nominee for director;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 Securities and Exchange Commission (“SEC”); andthe nominee’s consent to be namedappointing Sean Gamble as a nominee and to serve on the Board.Candidates recommended by stockholders will be evaluated on the basis of the same qualifications discussed above as candidates recommended by existing directors and the CEO.SyufyGamble expire at the Annual Meeting. Mr. Mitchell has been nominated by the Mitchell Investors for election at the Annual Meeting. Messrs. Chereskin and SyufyAll nominees have been recommended by the Nominating and Corporate Governance Committee (Governance Committee) and nominated by the Board for election at the Annual Meeting.SyufyGamble has consented to be nominated for election or re-election, as applicable, to the Board as a Class III director. If elected, they will serve on the Board for a three-year term expiring on the date of our 20222025 annual meeting of stockholders. At this time, we have no reason to believe that either Messrs. Chereskin, Mitchell or Syufyany nominee will be unable or unwilling to serve if elected. However, should any of them become unavailableunable or unwilling to serve before the Annual Meeting, your proxy card authorizes us to vote for a replacement nominee if the Board names one.Information on each of our nominees and continuing directors is given below.NOMINEES FOR CLASS III DIRECTORSTerm Expiring 2019 
Benjamin D. Chereskin,60
Since: AprilSince: 2004of:of: BoardCommittees:Committees: Compensation Committee; Strategic Long-Range Planning Committee (Chair)Boards:Boards: 1 Corporation;Corporation
Previous Board Experience (2013-2016) Professional Experience: Mr. Chereskin is President of Profile Capital Management LLC (“Profile Management”), an investment management firm, which he founded in 2009. Prior to founding Profile Management, Mr. Chereskin was a Managing Director and Member of Madison Dearborn Partners, LLC, a private equity firm, from 1993 until 2009, havingco-founded the firm in 1993.Qualifications: Mr. Chereskin’s background in private equity is a valuable resource to us in our efforts to attract capital, which helps us implement our business strategies and finance growth opportunities. His knowledge and experience in corporate finance, mergers and acquisitions, and corporate governance contributes to the Board’s expertise on strategic planning and provides valuable input on executive compensation matters. 
,82Director Since: 
of:of: Mitchell InvestorsCommittees:Committees: None
Previous Board Experience Board; New VenturesBoard since March 1996 and as a director since our inception in 1987. Mr. Mitchell has been engaged in the theatrical exhibition business for over 50 years. His depth of experience in the theatrical exhibition industry has been invaluable to the Board. Additionally, Mr. Mitchell brings a long-term industry perspective and leadership experience to the Board. 
(Chair)Boards: National CineMedia,Boards: None
Previous Board Experience (“NCMI”)(Century Theatres), a regional movie exhibitor, in 1977, and held positions in each of the major departments within Century Theatres. In 1994, Mr. Syufy was named President of Century Theatres and was later appointed CEO and Chairman of the board of directors of Century Theatres. Mr. Syufy resigned as an officer and director of Century Theatres upon the consummation of our acquisition of Century Theatres in 2006. Since then, Mr. Syufy has presided as CEO of Syufy Enterprises, Inc. (Syufy Enterprises) a retail and real estate holding company with operations in California, Nevada, Arizona, Colorado, and Texas. Mr. Syufy is currently the Chairman of NATO CA/NV. Professional Experience: Mr. Mitchell is the founder of the Company. He has served as Chairman of the Board since March 1996 and as a director since our inception in 1987.Qualifications: Mr. Mitchell has been engaged in the motion picture exhibition business for over 50 years. His depth of experience in the motion picture industry has been invaluable to the Board. Additionally, Mr. Mitchell brings a long-term historic industry perspective and leadership experience to the Board. 
Raymond W. Syufy,56
Since: October 2006of:of: BoardCommittees: Strategic Long-Range Planning Committee; New Ventures CommitteeBoards:Boards: None
Other Current Board Experience
Previous Board Experience Professional Experience: Mr. Syufy began working for Century Theatres, Inc. (“Century Theatres”), a regional movie exhibitor, in 1977, and held positions in each of the major departments within Century Theatres. In 1994, Mr. Syufy was named President of Century Theatres and was later appointed CEO and Chairman of the board of directors of Century Theatres. Mr. Syufy resigned as an officer and director of Century Theatres upon the consummation of our acquisition of Century Theatres in 2006. Since then Mr. Syufy has presided as CEO of Syufy Enterprises, a retail and real estate holding company with operations in California, Nevada, Arizona, Colorado, and Texas.Qualifications: Mr. Syufy’s experience in managing a successful, family-owned movie theatre business brings to the Board industry insight and operational experience. Mr. Syufy’s background also brings key strategic planning expertise to the Board, particularly with respect to competition from other forms of entertainment.OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR ELECTIONTABLE OF EACH CLASS III NOMINEECONTENTSCONTINUING CLASS I DIRECTORSTerm Expiring 2020 
Nancy Loewe,51
Since: JuneSince: 2017of:of: BoardCommittees:Committees: Audit Committee;Committee (Chair and Financial Expert); Governance CommitteeBoards: NoneBoards: 0
Previous Board Experience Professional Experience: From 2011 until 2017, Ms. Loewe served in a variety of positions of increasing responsibility with Kimberly-Clark Corporation and its international subsidiary, including serving as the Chief Financial Officer (“CFO”) for Kimberly-Clark International and Chief Strategy Officer and Global Treasurer for Kimberly-Clark Corporation. Additionally, Ms. Loewe has held numerous positions during her20-year tenure at GE, inside and outside the U.S., including Vice President – Strategic Transactions & Cash, as well as CFO for varying business units, such as Plastics Asia, Healthcare, and Consumer & Industrial.Qualifications: Ms. Loewe’s accounting and financial management expertise has added to the Board’s skillset of strategic planning and financial decision making. Due to her experience in leading large financial teams and financial management including audit, risk and treasury, she provides guidance and direction to the Company on accounting and financial processes and management. 
Steven P. Rosenberg, 60
Since: AprilSince: 2008of:of: BoardCommittees: Audit Committee;Committees: Governance Committee (Chair)Boards:Boards: 1 ; (2007-2014) Professional Experience: From 1997 until 2018, Mr. Rosenberg was the President of SPR Ventures Inc., a private investment firm he founded in 1997. He was also the President of SPR Packaging LLC, a manufacturer of flexible packaging, from 2006 until 2018.Qualifications: Mr. Rosenberg’s background in corporate leadership, private entrepreneurial investment and public company management brings to the Board strategic planning, risk management, board governance and general management skills that are critical to the implementation of our growth strategies and oversight of our enterprise and operational risk management. His experience in accounting and financial management, having served in corporate leadership positions and on audit committees of other public companies, is valuable to the Board with respect to the oversight of our financial reporting. 
Enrique F. Senior,75
Since: AprilSince: 2004of:of: BoardCommittees: Committees: Strategic Long-Range Planning Committee; New Ventures CommitteeBoards: GrupoBoards: 4 ;S.AS.A. 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.Qualifications: Mr. Senior’s experience in financial advisory services has given him extensive knowledge of the film, media 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. 
Nina G. Vaca (Ximena Humrichouse),47
Since: NovemberSince: 2014of:of: BoardCommittees:Committees: Governance Committee; Compensation Committee (Chair)Boards:Boards: 1 , (2010-2019)Professional Experience: 
Pinnacle GroupMitchell Investors. All candidates, including candidates recommended by stockholders, are evaluated on the basis of companies, including Pinnacle Technical Resources, Inc. (together “Pinnacle”). Founded in 1996, Pinnacle is an information technology services and solutions provider.Qualifications: Ms. Vaca isthe same criteria. Stockholders who wish to recommend a successful entrepreneur and bringscandidate to the Board a wealth of leadership and business expertise, especially with regardGovernance Committee or submit nominees for election at the 2023 annual meeting should follow the instructions on page 63.information technology ande-commerce. Her experience as a director of other public companies adds to the governance skill setpreside at all meetings of the Board particularly in the area of executive compensation.CONTINUING CLASS II DIRECTORSTerm Expiring 2021
Darcy Antonellis, 56Director Since: July 2015Nominee of: BoardBoard Committees: Audit CommitteeOther Public Company Boards: XPERI CorporationProfessional Experience: Since 2014, Ms. Antonellis has been the CEO of Vubiquity, Inc. (“Vubiquity”), the largest global provider of premium content services and technical solutions serving clients in 37 countries and reaching more than 100 million households. Prior to Vubiquity, 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 in engineering and experience in technology and cybersecurity is invaluable to the Board. In addition to her management experience in the positions of CEO and senior executive of one of the largest studios, her success in digital media, as well as her strong understanding of our industry helps provide strategic guidance to our Board in the area of digital marketing.
Carlos M. Sepulveda, 61Director Since: June 2007Nominee of: Mitchell Investors pursuant to the Director Nomination AgreementBoard Committees: Audit Committee (Chair and financial expert); Compensation Committee; Strategic Long-Range Planning Committee; lead independent directorOther Public Company Boards: Triumph Bancorp Inc.; Matador Resources Company (2013-2017)Professional Experience: Since 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. 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 critical financial and accounting expertise. As a certified public accountant with proven management and leadership skills and 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 strategic planning and enterprise and operational risk management.
Mark Zoradi, 65Director Since: June 2015Nominee of: BoardBoard Committees: New Ventures CommitteeOther Public Company Boards: NoneProfessional Experience: Since 2015, Mr. Zoradi has served as our CEO. Mr. Zoradi spent 30 years at The Walt Disney Company, including serving as the President of Walt Disney Studios Motion Picture Group. Prior to that, Mr. Zoradi served in a variety of positions of increasing responsibility with The Walt Disney Company, including as the General Manager of Buena Vista Television and President of Buena Vista International with responsibility for the international theatrical and home entertainment marketing and distribution of Disney, Touchstone and Pixar films. Mr. Zoradi also served as the President and Chief Operating Officer (“COO”) of Dick Cook Studios from 2011 until 2014 and the Chief Operating Officer of Dreamworks Animation SKG, Inc. from 2014 until 2015.Qualifications: A veteran motion picture executive with a background in distribution, Mr. Zoradi brings a 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.The Board oversees our executive management, reviews our long-term strategic plans and exercises oversight over all major decisions.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 andday-to-day operations by management to implement the Board’s strategic vision. To achieve this balance, we have split the roles of the Chairman of the Board and the CEO such that the Board is separated from theday-to-day operations of the Company.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 thenon-management directors. The position of the lead independent director has the following significant authority and responsibilities under our Corporate Governance Guidelines:to act as a liaison between thenon-management directors and the Company’s management;to call meetings ofnon-management directors;chair the executive sessions ofnon-management directors;chair Board meetings when the Chairman is not present; consultTABLE OF CONTENTSand approve the Lead Director approves meeting schedules, agendas and the information provided to the Board for each meeting;communication with stockholders upon request;direct communication.provideAlthough the Board does not have a formal policy on separation of the roles of the CEO and Chairman, we have kept these positions separate since 2007. Separating the Chairman and the CEO roles allows us to develop and implement corporate strategy that is consistent with the resultsBoard’s oversight role, while facilitating strong day-to-day executive leadership. Mr. Mitchell provides leadership to the Board by chairing meetings, organizing directors and facilitating Board deliberations.performance review.Board’s Role in Risk OversightResponsibility for risk oversight restsoperating plan, and other corporate activities. These features, together with the Board. role and responsibilities of the Lead Director described above, ensure a full and free discussion of issues that are important to Cinemark’s stockholders. At the same time, the Board is able to take advantage of the unique blend of leadership, experience and knowledge of our industry and business that Mr. Mitchell and Mr. Gamble separately bring to the table.oversight responsibilityindependently determined the independence of the processes established to identify, report and mitigate material risks applicable to the Company, including strategic, competitive, economic, operational, financial, legal, regulatory, compliance, and reputational risks. In addition, Board committees oversee and review risk areas that are particularly relevant to their respective areas of responsibility and oversight. The risk oversight responsibility of the Board and its Committees is supported by our management reporting processes, which are designed to provide visibility to the Board to those Company personnel responsible for risk assessment, and information about management’s identification, assessment and mitigation strategies for critical risks. 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 increase stockholder value.The Board implements its risk oversight function both as a whole and through delegation to certain Board committees. The risk management function of the various committees is as follows:BoardAuditCompensationGovernance• Assesses financial and accounting risk exposures and management’s risk management procedures to address those risks• Reviews and assess information technology and cybersecurity risk exposures and the steps taken to monitor and control those exposures• Reviews risks, identified during the external auditor’ risk assessment procedures.• Oversees risk management related to employee compensation plans and arrangements• Assesses whether the Company’s compensation plans and practices may incentivize excessive risk-taking. The Compensation Committee has determined that the risks arising from the Company’s compensation plans and policies are not reasonably likely to have a material adverse effect on the Company.• Manages risks associated with governance structure and processes• Oversees succession planningIn order to provide oversight of the risks associated with strategic planning and business development initiatives, the Board has 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 key industry and market issues and external developments impacting the Company. The New Ventures Committee monitors the strategic direction of the Company. It evaluates new development programs or business growth and diversification opportunities within established strategic plan targets and applicable regulatory boundaries.We comply with7 directors taking into consideration the independence requirements of the New York Stock Exchange (the “NYSE”).(NYSE) listing standards. The NYSE bright-line teststest for independence areunder the NYSE listing standards is 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. 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);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; or5.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 the Company’s legalgeneral counsel, evaluated the Governance CommitteeNYSE bright-line tests and considered the transactions reported under the Certain Relationships and Related Party Transactions and other relevant factors to determine the independence of the Board reviews the NYSE Standards for Board and committee member independence.members. 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, Loewe and Vaca and Messrs. Chereskin, Rosenberg, Senior and Sepulveda are independent, (c) Mr.Messrs. Mitchell and Syufy isare not independent due to him being a current employee of Syufy Enterprises that receives payment fromtheir transactions with the Company exceeding the greater of $1 million or 2% of it’s consolidated gross revenues,$120,000 annually, (d) Messrs. Mitchell, Zoradi and ZoradiGamble are not independent because they is anqualify as “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of RegulationS-K promulgated by the SEC and satisfiessatisfy the NYSE’s financial experience requirements, and (g) each of Ms. Vaca and Messrs. Chereskin and Sepulveda meet all applicable requirements for membership in the Compensation Committee. 
2018,2021, the Board held four (4)five meetings and took action by written consent on six (6) 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.except Mr. Senior, attended the annual meeting held in May 2018. lead independent director,Lead Director, Mr. Sepulveda. During 2018,2021, ournon-management directors met twicefive times and our independent directors met once in executive sessions.BoardAs stated inboard through formal presentations and during informal events. More broadly, the board is regularly updated on key talent indicators for the overall workforce, including diversity and development programs.Corporate Governance Guidelines, any Company stockholder or other interested party who wishesChief Executive Officer following Mark Zoradi’s retirement is indicative of our strategic succession planning and development initiatives. In 2019, the board engaged a recognized executive search firm to communicatecompare potential external candidates with internal candidates. The board ultimately deciding on Sean Gamble as Mr. Zoradi’s successor. Mr. Zoradi worked closely with thenon-management directors Board, preparing for his retirement for more than a year which was intended to take place at the end of 2020. However, Mr. Zoradi delayed his retirement to the end of 2021 to guide the company through the global pandemic and allow additional time for the transition. Over the course of a two-year timeframe, Mr. Zoradi worked hand-in-hand with Mr. Gamble to ensure a seamless transition. Mr. Gamble’s time as Cinemark’s Chief Financial Officer and Chief Operating Officer and his background as the Chief Financial Officer of Universal Studios, as well as his significant tenure at the General Electric Company, underscored his proven track record of strategic thinking, vision setting, leading change, improving processes, and driving efficiencies, making him the logical successor as Chief Executive Officer.group may direct such communications by writing to the:Company SecretaryCinemark Holdings, Inc.3900 Dallas Parkway, Suite 500Plano, TX 75093The 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 itemsresult of the following nature:advertising;promotionsexpanded language throughout the proxy for clarity on governance;a product or service;patently offensive material; andmatters 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 Companyincluded commentary regarding succession planning and will beexecutive transition; andavailable to any director upon request.(the “Audit(Audit Committee Charter”)Charter);(the “Governance(Governance Committee Charter”)Charter); andFirst Amendment toSecond Amended and Restated Compensation Committee Charter (the “Compensation(Compensation Committee Charter”).Charter); and the Company’sour website athttp:https://investors.cinemark.comir.cinemark.com/ under the “Corporate Governance”“Governance” tab.http:https://investors.cinemark.comir.cinemark.com/ under the “Corporate Governance”“Governance” tab. fivefour standing committees – Audit Committee, Compensation Committee, Governance Committee Strategic Long-Range Planning Committee and the New VenturesStrategic Planning Committee. The current composition of each of the committees is set forth below: Name of Director Audit Compensation Governance Strategic Planning New Ventures Darcy AntonellisMemberBenjamin ChereskinMemberChairNancy LoeweMemberMemberLee Roy MitchellChairSteven RosenbergMemberChairEnrique SeniorMemberMemberCarlos SepulvedaChairMemberMemberRaymond SyufyMemberMemberNina VacaChairMemberMark Zoradi----- Audit CommitteeNumber of Meetings Held During 2018: 4Number of Decisions by Consent During 2018: 1 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 RegulationS-K promulgated by the SEC. See Mr. Sepulveda’s biography on page 18 for further information regarding his qualifications to be an “audit committee financial expert”.complianceprogram with respect to legal and regulatory requirements, (3) our systems of internal control (4) our implementation and (4)effectiveness of the ethics and compliance program and (5) our accounting, auditing and financial reporting processes generally, including the qualifications, independence and performance of the independent registered public accountants; , the Company’s financial statements for the applicable period and any changes in significant accounting policies and its impact on the Company’s financial statements.. The Audit Committee also meets, on a periodic basis, with Deloitte & Touche in executive sessions without the presence of members of management.As part of the Board’s duty of risk oversight, themanagement present.To monitor and evaluate the cybersecurity threats and the effectiveness of the Company’s controls to address those risks, theThe Audit Committee is updated by Company management twice a year.its authority to approvethe approval of related party transactions to the Audit Committee. The Company’s written policy regarding approval of related party transactions provides that management must present to the Audit Committee all potential related party transactions including the nature of the transaction and material terms andregardless of the maximum dollar value of the transaction. The Audit Committee approves based upon the determination whethersuch related party transaction if it determines that the transaction is fair and in the best interest of the Company. See Certain Relationships and Related Party Transactions on page 5716 for further details on the approval of related party transactions.Approval of Audit andNon-Audit Services:its independent registered public accounting firmDeloitte & Touche prior to the time that those services are commenced. The Audit Committee may, when it deems appropriate, form and delegate this authority to asub-committee consisting of one or more Audit Committee members, including the20182021 noted in the table below.Fees Paid to Independent Registered Public Accounting Firm:20182021 and 2017,2020, respectively:Fees 2018 2017 $ 1,837.2 $ 1,781.0 $ 10.4 $ 10.4 $ 66.4 $ 145.5 $ - $ - $ 1,914.0 $ 1,936.9 Our committee2018.2021. We have discussed with Deloitte & Touche the matters required to be discussed by the Statement on Auditing Standard No. 1301, Communications with Audit Committees,applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and Related and Transitional Amendments to PCAOB Standards.the SEC. We have received the written disclosures and the letter from Deloitte & Touche as required by the applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent referred to above, we recommended to the Board that the audited financial statements for the Company be included in the Company’s 20182021 Annual Report on Form10-K for filing with the SEC. (Chair)Steven RosenbergDarcy AntonellisNancy Loewe Compensation CommitteeNumber of Meetings Held During 2018: 3Number of Decisions by Consent During 2018: 4“outside“non-employee directors” within the meaning of Section 162(m) of the Internal Revenue Code (the “Code”) and“non-employee directors” within the meaning of Rule16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act. The Compensation Committee is governed by the Compensation Committee Charter, which sets forth the purpose and responsibilities of this committee.reviewing and approving corporate goals and objectives relevant to the CEO’s compensation, and determining and approving the CEO’s compensation level;levelstargets and thresholds under the Company’s incentive compensation plans;Compensation Discussion and Analysis (the “CD&A”)CD&A section included in the Company’s annual proxy statement; and Governance CommitteeNumber of Meetings Held During 2018: 5Number of Decisions by Consent During 2018: 1 andapproval.theour non-employee directors for 2018 was governed byis subject to our Third Amended and RestatedNon-Employee Director Compensation Policy (the “Director(Director Compensation Policy”) adopted byPolicy). Under the Board in February 2017. ADirector Compensation Policy, a non-employee director is one who is not (i) an employee of the Company or any of our subsidiaries, or (ii) an employee of any of the Company’s stockholders which has contractual rights toZoradi doGamble did not receive any compensation for their services on the Board or any of its committees. Seecommittees for 2021. compensation tables beginning on page 42 for the compensation paiddirectors pursuant to Messrs. Mitchell and Zoradi.Eachnon-employee director received the following annual cash retainers,our Non-Employee Director Compensation Policy is as applicable, for services as a Board member during 2018:(a) (a)(b) (b)(c) (c) $ 20,000 $ 10,000 $ 15,000 $ 10,000 $ 10,000 $ 7,500 $ 10,000 $ 5,000 $ 10,000 $ 5,000 theeach non-employee directors receive director receives an annual grant of restricted stock valued at $115,000. The number of shares of restricted stock granted is determined by dividing $115,000 by the closing price of Common Stock on the grant date, rounded down to the nearest whole share. The grant date is typically on or around June 15. The annual awards fully vest on the first anniversary of the grant date subject to continued service to the Company through the vest date.2018. Name Stock Awards(2) Total $ 70,000 $ 114,986 $ 3,861 $ 188,847 $ 80,000 $ 114,986 $ 3,861 $ 198,847 $ 77,500 $ 114,986 $ 3,861 $ 196,347 $ 80,000 $ 114,986 $ 3,861 $ 198,847 $ 70,000 $ 114,986 $ 3,861 $ 188,847 $ 130,000 $ 114,986 $ 3,861 $ 248,847 $ 70,000 $ 114,986 $ 3,861 $ 188,847 $ 82,500 $ 114,986 $ 3,861 $ 201,347 (1)Includes all annual cash retainers, as applicable.(2)20182021 of $35.81$22.10 per share. This calculation is in accordance with FASB ASC Topic 718. See Note 15 to the Company’s 2018 Form10-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, 2018, each of the directors owned 3,211 shares of restricted stock. SeeSecurity Ownership of Certain Beneficial Owners and Management table on page 55 for total stock ownership of each of the directors.(3)The amounts reported are dividends paid during 2018 on the shares of unvested restricted stock granted in 2017 and 2018.20192019.2022. As a matter of good corporate governance, we are seeking stockholder ratification of the appointment of Deloitte.Deloitte & Touche. If the stockholders do not ratify the appointment of Deloitte & Touche, 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.2423 for the fees paid to Deloitte & Touche in 20182021 and 2017.2019.OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019. Our Board believes that we have created a compensation program that is tied to performance, aligns with stockholder interests and merits stockholder approval. Accordingly, we are seeking approval PROGRAMpaid toof our NEOs(“say-on-pay”) for 2018 as disclosed in this proxy statement, the CD&A, the compensation tables, and the narrative discussion, followingand related footnotes included in this proxy statement.compensation tables. Our executive compensation program has consistently received high stockholder approval. Atvote is advisory, and therefore non-binding on the 2018 annual meeting, approximately 95%Company, the Compensation Committee values the opinions of our stockholders presentand will take into account the outcome of the vote when considering future executive compensation decisions.person or represented by proxy and entitled to vote atmore detail in the annual meeting, approvedCD&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 performance.ourthe Company’s NEOs, for 2017.as disclosed pursuant to Item 402 of Regulation S-K, including the CD&A, compensation tables and narrative discussion is hereby APPROVED.” How did we perform?✓Fourth consecutive year ofall-time highs, including records in all revenue categories✓Total worldwide revenues exceeding $3 billion for the first time✓Domestic box office over-indexing North American box office by 80 basis points✓Increasing domestic food and beverage revenue by more than $100 million, the highestone-year growth in our history and achieving 12 consecutive years of domestic per cap growth✓Outperforming industry for nine out of the past ten yearsHow do we determine pay?✓Design pay programs to reward for Company performance and business unit results✓Set pay levels commensurate with performance and the need to attract and retain talent✓Focus on key drivers of sustainable performance✓View value creation over multiple overlapping timeframes✓Consider total compensation as one package rather than viewing each component independently✓Balance stockholder expectations by motivating executives to drive the right behaviors and discouraging undue risk-taking What did we change from 2017?✓ Increased base salaries between 1.7% and 5.3% for all NEOs except Mr. Gamble for whom the increase was 14.3% to reflect his appointment as COO and to align with market✓ Introduced individual performance payout multiplier to provide “clear line of sight” between individual and Company performance✓ Raised performance hurdle for cash bonus maximum payout fornon-CEO NEOs to 110% from 108%; Mr. Zoradi’s maximum payout target has been 110% since 2017✓ Raised target cash bonus opportunity for Messrs. Gamble and Cavalier to 90% of their respective base salary given their evolving roles within the Company and to better align with industry peers✓ Shifted split of performance-based and time-based equity awards fornon-CEO NEOs to 60%/40% in favor of performance-based from 50%/50%; Mr. Zoradi’s mix had been 75%/25% since 2017✓ Increased target value of long-term equity incentive compensation for Messrs. Zoradi, Gamble and Cavalier to 250%, 175% and 150% of their base salary respectively, to increase emphasis on long-term value creationHow did we pay our NEOs?✓ Payouts aligned with 2018 performance✓ Base salaries align with each NEOs role, responsibility and experience and market median✓ Due to higher hurdle for maximum payout, cash bonus payout for NEOs was at 106.3% of individual target opportunity✓ Equity to vest over the long-term - time-based awards vesting 50% on second anniversary and 50% on fourth anniversary of grant date; performance-based awards earned based on IRR overtwo-year performance period and vesting after additional two years of employment✓ No excessive perks for any of our NEOsHow do we address risk and governance?✓ Provide appropriate balance of short-term and long-term compensation✓ Follow practices that promote good governance with maximum payout caps for incentive compensation✓ Policies on anti-pledging, anti-hedging, stock ownership guidelines and insider trading✓ Annualsay-on-pay stockholder voteWhy stockholders should approve thesay-on-pay proposal✓ 2018 Company financial performance continues to drive value for stockholders✓ 2018 payouts align with performance✓ Performance bars raised for NEOs compared tonon-NEOs under the cash bonus and long-term equity incentive award programs✓ Robust corporate governance following industry best practicesOur NEOs covered by theTABLE OF CONTENTSfor 2018 were the following executives:CD&A is organized as follows: Name Age Position 82 65 44 Officer; Chief Financial Officer 52 SecretaryBusiness Affairs 58 Mr. Zoradi retired effective December 31, 2021. Mr. Gamble was Executive Vice President--Chief Financial Officer until November 8, 2021. Effective January 1, 2022, Mr. Gamble serves as the President and Chief Executive Officer. Ms. Thomas was appointed Executive Vice President--Chief Financial Officer effective November 8, 2021. motion picturetheatrical exhibition business for over 50 years. Mr. Mitchell is the husband of Tandy Mitchell, an employee of the Company, and thebrother-in-law of Walter Hebert III, the former Executive Vice President–Purchasing, of the Company. Mr. Mitchell currently servesserved on the board of directors of NCMI.sincefrom August 2015.2015 until his retirement effective December 31, 2021. Mr. Zoradi spent 30 years at The Walt Disney Company, including serving as the President of Walt Disney Studios Motion Picture Group. Prior to that, Mr. Zoradi served in a variety of positions of increasing responsibility withwithin The Walt Disney Company, including as the General Manager of Buena Vista Television and President of Buena Vista International with responsibility for the international theatrical and home entertainment marketing and distribution of Disney, Touchstone and Pixar films. Mr. Zoradi also served as the President and COO of Dick Cook Studios from January 2011 until July 2014 and the COO of Dreamworks Animation SKG, Inc. from August 2014 until January 2015. Mr. Zoradi currently serves on the board of directors of National CineMedia, Inc.worked for the Comcast Corporationserved as Executive Vice President and CFO of Universal pictures within NBCUniversal, one of the world’s leading media and entertainment companies. NBCUniversal was a wholly-owned subsidiary of the General Electric Company until January 2011, then subsequently acquired by the Comcast Corporation. He joined Comcast after 15 years at the General Electric Company where, in addition to his time with NBCUniversal, he held multiple senior leadership positions, including CFO of GE Oil & GasGas’ Equipment business based in Florence, Italy from May 2007 until January 2009.and as our Senior Vice President-General Counsel and Secretary since January 2006.2006, our General Counsel since 1997 and our Associate General Counsel from 1993 to 1997. He has been with Cinemark for 25more than 28 years.2025 years. While formulating an effective pay strategy, theThe Compensation Committee takes a holistic view of pay and performance and ensures that there is appropriate alignment with Company performance, overall business strategy and culture. We hire high caliber individuals who can determine our strategy to execute our long-term vision while continuing to deliver our mission of making the movie-going experience memorable by engaging with our customers and providing world class facilities and services. To ensure that our key executives are incentivized appropriately to deliver our mission and vision, the Compensation Committee has designed an executive compensation program that strongly aligns with the interests of stockholders in creating sustainable long-term stockholder value by directly linking pay to Company and individual performance. Each of the measures in our performance-based plan is designed to align with, and support, our business strategy – create an extraordinary guest experience, deepen customer loyalty, and pursue growth opportunities. three principal tenetshighlights of our executive compensation program are: Retention, Performance and Balance.We have built our compensation program using traditional compensation elements of base salary, cash bonus and long-term equity awards. The chart below identifies the hallmarks of our executive compensation program: CharacteristicsDescription aligned with industry medianmarket competitive to attract and retain valued employees The targetnot overly weighted towards long-term equity-based incentives rather than short-term cash bonus but is balanced with long-term equity-based compensation vesting over four yearsincentives Company as well as individual performanceOverlap of Performance Periods and Vesting SchedulesTheCompany; performance periods for long-term equity incentive awards overlap and, therefore, reduce the motivation to maximize performance in any one period NEOsexecutive officers required to own two times the respectivetheir base salary Hedging inPledgingPledge of Common Stock Prohibited; No Margin Account Allowed NEOsto tradefrom trading in puts, calls or other derivative securities with respect to Company securities and short sales of Company securities. They may notare also holdprohibited from holding Company securities in a margin account and may not, without prior approval, pledgefrom pledging Company securities as collateral for any other loan Company has delivered record results forCompensation Committee designed the stockholders over the past few years. This has been possible due to disciplined execution of our strategic initiatives led by our executive leadership. We have tailored ourtraditional executive compensation program such that our executives continue to be motivated to performalign pay with performance and deliver stellar performance without having to undertake undue risks that wouldthe majority of target compensation was comprised of performance-based incentive awards. In February 2021, the Compensation Committee re-evaluated the continuing impact long-term stockholder value. The discussion below tracks our financial performance over the pastone- and five- years and also our performance as compared to our peers.Company Performance Over the1-Year PeriodIn 2018, the North American industry box office grew by 6.9% to reach anall-time high of $11.9 billion, bolstered by sizeable increase in year-over-year attendance. Cinemark’s domestic box office over-indexed the North American industry box office by 80 basis points, growing 7.7%, for the full-year 2018. This follows our industry outperformance of 90, 100 and 200 basis points respectively for the prior three years and nine out of the past ten yearsCOVID-19 pandemic on our Company and industry and found it necessary to temporarily modify for 2021 the historical performance metrics that drove the compensation structure for our annual cash bonus and performance awards under our long-term equity incentive grants. The Committee concluded that these temporary modifications were needed because of industry outperformance. We also reported the fourth consecutive year ofall-time highs, including records in allcontinued uncertainty regarding the timing of our revenue categories, that collectively delivered total worldwide revenues of more than $3.2 billion, exceedingindustry’s recovery, the $3 billion mark for the first time.As compared to 2017, our performance in 2018 in these key financial metrics were as follows: % Change *Net income for 2018 included $19.2 million ofnon-cash tax expense associated withtrue-ups to 2017’s provisional tax reform calculations, as well as recently issued tax guidance that modified the treatment of foreign tax credit utilizationchanging business environment and resulted in an increased valuation allowance for the Company. Additionally, net income for 2017 included a $45 million tax benefit driven by a reduction of net deferred income tax liabilitiesconsumer behavior as a result of the 2017 tax reform legislationpandemic and the went into effect during December 2017.**Adjusted EBITDA is anon-GAAP financial measure. Thisnon-GAAP financial measure should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. A reconciliation of Net Income to Adjusted EBITDA is provided in footnote 19modifications to the Company’s 2018 Form10-K.Company Performance Over the5-Year PeriodThe following tabular and graphical presentations below demonstrate our growth in certain key performance metrics over the past five years.Year Revenue
Attributable to
Cinemark
Holdings, Inc. Adjusted EBITDA $ 2,627.0 $ 192.6 $ 615.7 $ 2,852.6 $ 216.9 $ 682.8 $ 2,918.8 $ 255.1 $ 706.1 $ 2,991.6 $ 264.2 $ 723.8 $ 3,221.8 $ 213.8 $ 781.5 Our Performance As Compared to Our PeersWe also compare our performance to our direct competitors that were publicly-held during the fiscal year (“Theatre Peers”) in terms of Total Stockholder Return (“TSR”). Our Theatre Peers for 2018 included thetwo currently publicly-held companies in our industry, namely, AMC Entertainment Holdings, Inc. (AMC) and IMAX Corporation (IMAX). For purposes of evaluating our fiscal performance over five years as of FYE 2018, we believe that this peer group is an appropriate benchmark since we directly competed with these companies for business and investor capital. While we do also compete with Regal Cinemas (“Regal”), we do not have comparable TSR metrics for Regal given its acquisition by Cineworld, a privately-held company, as of December 2017.As compared to our Theatre Peers, our TSR (with dividends reinvested) for theone-year and cumulative three-year and cumulative five-year periods as of FYE 2018 has been as follows: 1 Yr. TSR 3 Yr. TSR 5 Yr. TSR 6.5% 17.6% 24.0% (4.4%) (33.2%) (15.2%) (18.7%) (47.1%) (36.2%) (4.4%) 30.4% 50.3% (13.1%) (41.5%) (27.6%) Our cumulative total return between FYE 2013 and FYE 2018 as compared to our Theatre Peers and S&P 500 is presented below:
salary;performance-based cash bonus;long-term equity incentive awards;standard benefits; andlimited perksBase salary and benefits are the only fixed components of our compensation program. Cash bonus and long-term equity incentive awards are the variable/performance-based components of our compensation. We believe the allocation between fixed and variable/performance-based components offers a competitive compensation program while appropriately mitigating risk.The following chart summarizes the components and associated objectives of our executive compensation program:Pay ElementObjectivePerformance Metric andPayment FixedAnnualBase SalaryRetain executive talent and recognize individual’s role and responsibilitiesIndividual performance and market competitiveness VariableAnnualCash BonusAchieve annual goals measured in terms of Company and individual performanceAdjusted EBITDA@Threshold, Target, MaximumPro rata paymentLong-TermRestricted StockRetain executive talent and align with long-term interest of stockholdersIncrease in value of Common StockTime-based; 4 year vestingRestricted Stock UnitsValidate Company’s investment decisions and ensure alignment with long-term value creationBased on achievement of IRR hurdlesPro rata payment based on 2 year Company performance + 2 year serviceANALYSIS OF THE DESIGN OF OUR EXECUTIVE COMPENSATION PROGRAMTenet 1 - Retentioncompensation program is designed to attract and retain key talent. Base salaries are determined byexecutive’s annual cash compensation. In determining base salary, the Compensation Committee based on a varietytakes into consideration the scope and nature of factors including:Nature and responsibilityjob responsibilities of the position;Expertise of the executive and competitionNEO, market competitiveness relative to executives in the market for the executive’s services;Potential for driving the Company’s success in the future;Peer Group compensation data;Performance reviews andsimilar positions at comparable group companies, merit increase recommendations of the CEO based on performance reviews (except in the case of his own compensation);, andOther judgmental other objective factors deemed relevant by the Compensation Committee The Company has employment agreements with each NEO according to which the Compensation Committee annually reviews the base salaries, which can be increased but not decreased.2018,2021, as part of the annual compensation review process, the Compensation Committee considered factors relevantapproved a grant of restricted stock, in lieu of a cash base salary increase for each of Messrs. Gamble, Cavalier and Fernandes, equal to determining an executive’s compensation such2.75% of their 2021 base salary. The grants were made in March 2021 with a one-year vest period. Messrs. Mitchell and Zoradi each elected to forgo any increase to their base salary.NEO’s role in Company management, performance in prior years, leadership in implementing Company’s strategic goalsBoard had appointed Sean Gamble as President and initiativesChief Operating Officer and contribution to the Company’s overall business. In addition, our compensation consultant, Pearl Meyer, provided to the Compensation Committee the appropriate market data for comparison. Based on such review, the Compensation Committee adjusted the base salaries of the NEOs for 2018 to better align with market and to address the evolving role of certain executives in Company management.that he would continue as Chief Financial Officer until his replacement was identified. Other executive promotions were also made. Mr. Gamble’s base salary had a higher adjustment thanwas increased from $660,000 to $750,000 which was prorated for the other NEOsperiod of time in 2021 Mr. Gamble served as President. Michael Cavalier was appointed as Executive Vice President General Counsel and Business Affairs. Mr. Cavalier’s salary was also increased from $555,012 to reflect his additional responsibilities upon appointment as our COO in January 2018. The base salaries$575,000 which was also prorated for 2018 and the changes from 2017 were as follows:NameBase SalaryChange from 2017 Lee Roy Mitchell$975,000Up by 1.7%Mark Zoradi$ 1,000,000Up by 5.3%Sean Gamble$600,000Up by 14.3%Michael Cavalier$525,000Up by 5.0%Valmir Fernandes$525,000Up by 3.3%Tenet 2: Performancetoin our cash bonus program an opportunity to earn aare rewarded based on individual targets expressed as percentages of base salary. For the NEOs, the target cash bonus tied to annual Company performance, measured againstpre-established performance metricsopportunities for 2021 were set for the year by the Compensation Committee. This opportunity is intended to compensate participants for achieving short-term financial and operational goals of the Company with individual targets based on the participant’s position and potential contribution to the achievement of the Company’s goals. As discussed later, beginning 2018, payout is also subject to an upward or downward adjustment based on the individual’s ABO rating which ties individual contribution to Company performance. The cash bonus related goals are established in writing by the Compensation Committee withby taking into consideration a variety of factors including peer group data, CEO’s recommendation (except for his own) and the expectation that attainment of these
How does the cash bonus program work?
Per the terms of our 2017 Omnibus Incentive Plan, the Compensation Committee sets the Company’s target performance metric for the year and the target cash bonus for the year within the first 90 days of the fiscal year.
A participant’s target cash bonus is a percentage of his/her base salary. In setting the target cash bonus percentages of each NEO, the Compensation Committee takes into consideration market data and such other factors as deemed relevant, such as the individual’s potential contribution to the Company’s performance, the individual’s prior performance, overall market conditions, market variables in a specific sector, and recommendations from the CEO (except for himself).
Each participant is entitled to receive a ratable portion of the participant’s target cash bonus based upon the Company’s level of achievement, within the range of threshold and maximum percentages, of the target performance metric set by the Compensation Committee.Company. The actual amount of cash bonuses paid, if any, may result in a cash bonus that is greaterequal to or less than the stated individual target (and could be zero) depending on whether, and to what extent, the applicable Company performance metricobjectives and other conditions are satisfied.
How doesIndividual cash bonus payouts, except for Messrs. Mitchell and Zoradi, may be adjusted to a maximum of +/-15% based on the individual’s Annual Business Objective (ABO) rating. The ABO rating indicates the achievement level for the goals the individual sets at the beginning of the year. These individual goals are defined through personal business objectives and are set to support the Company’s strategic objectives for the year. As part of the year-end performance review process, the individual’s manager evaluates the individual’s performance against his/her ABO goals and assigns a composite score. Based on their composite scores for their individual performance, Mr. Gamble’s ABO modifier was 15%, and Messrs. Cavalier’s and Fernandes’ were 7.5%. The Compensation Committee evaluates the CEO’s performance against the Company’s goals and objectives, and the overall strategic plan, set for the year by the Board.
against the pre-established performance metrics discussed above. The Compensation Committee setsdetermined that the management team significantly outperformed on virtually all established metrics and successfully navigated the Company through another difficult year. The Compensation Committee determined that all bonus eligible employees were entitled to 125% of their target bonus amount. For 2021, the cash bonus weightings, individual targets (as a percentage of base salary), expected target based uponcash bonus for the Company’syear as set in February 2021, and the actual cash bonus earned, for each of the NEOs were as follows:
| | Name | | | Target Cash Bonus (% of Base Salary) | | | Expected Target Cash Bonus | | | Payout % of Target | | | ABO Modifier | | | Cash Bonus Payout | |
| | Lee Roy Mitchell | | | 100% | | | $1,020,001 | | | 125% | | | 0% | | | $1,275,001 | |
| | Mark Zoradi | | | 125% | | | $1,375,000 | | | 125% | | | 0% | | | $1,718,750 | |
| | Sean Gamble | | | 100% | | | $687,857 | | | 125% | | | 15% | | | $963,000 | |
| | Michael Cavalier | | | 90% | | | $507,221 | | | 125% | | | 7.5% | | | $672,067 | |
| | Valmir Fernandes | | | 90% | | | $499,511 | | | 125% | | | 7.5% | | | $661,852 | |
| | Melissa Thomas(1) | | | N/A | | | N/A | | | N/A | | | N/A | | | $500,000(1) | |
(1) | The Company agreed to pay Ms. Thomas a $500,000 signing bonus in connection with her Employment Agreement dated October 7, 2021 to be paid at the same time bonuses were paid to similarly situated executives in 2022. |
The cash bonus payout structure and the Bonus Adjusted EBITDA hurdles, as adjusted, for 2018 were as follows:
How do we measure performance and determine cash bonus payouts for the year?
Prior to making any payouts, the Compensation Committee assesses and certifies the Company’s performance for the bonus year in the first quarter of the payout year which follows the bonus year. In its assessment, in addition to the adjustments discussed above, the Compensation Committee may make further adjustments as permitted by the bonus program under the Company’s 2017 Omnibus Incentive Plan. Such adjustments include, but are not limited to, factors such as extraordinary, unusual ornon-recurring events that were not included in the operating budget for the 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 established, rescind, waive or amend) additional conditions and terms of payment of the cash 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 cash bonus program. The Compensation Committee may also take into account such other factors as it deems appropriate in administering any aspect of the cash bonus program, including reducing the amount of the cash bonus at any time prior to payout 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, the Compensation Committee cannot waive, accelerate or amend the performance goals for a NEO except in the event of the death or disability of the executive or a sale of the Company.
Beginning 2018, the Compensation Committee added the ABO modifier to an individual payout. See discussion below on 2018 changes to the cash bonus program for the details.
How was cash bonus calibrated in 2018 and why?
In 2018, the Compensation Committee calibrated the cash bonus program to enhance alignment of payout with performance. The adjustments were as follows:
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What was the cash bonus payout for the NEOs for 2018?
In February 2019, the Compensation Committee certified the worldwide Bonus Adjusted EBITDA for 2018 at $754.2 million which is 101.3% of the target Bonus Adjusted EBITDA of $744.8 million. This yielded a payout for Messrs. Mitchell, Zoradi, Gamble and Cavalier at 106.3% of their individual target opportunity and for Mr. Fernandes at 80% of his target opportunity. Similar to prior years, Mr. Fernandes’s cash bonus was split 50%/50% between worldwide and Latin America Adjusted EBITDA. Latin America performance resulted in a payout just above the threshold at 50%. The individual cash bonus payouts for 2018 were calculated for each of the NEOs as follows:
What was the cash bonus payout for the NEOs for 2018?
| Name | 2018 Base Salary | Individual Target (Percentage of | Payout Percentage of Individual Target | ABO Modifier | Cash Bonus Payout | |||||||||||||||
Lee Roy Mitchell | $ | 975,000 | 100 | % | 106.3 | % | - | $ | 1,036,425 | |||||||||||
Mark Zoradi | $ | 1,000,000 | 100 | % | 106.3 | % | - | $ | 1,063,000 | |||||||||||
Sean Gamble | $ | 600,000 | 90 | % | 106.3 | % | 7.5 | % | $ | 617,072 | ||||||||||
Michael Cavalier | $ | 525,000 | 90 | % | 106.3 | % | 7.5 | % | $ | 539,938 | ||||||||||
Valmir Fernandes | $ | 525,000 | 85 | % | 80 | % | - | $ | 357,000 | |||||||||||
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The Compensation Committee annually awards
How is the long-term incentive program structured?
The NEOs receive both time-based and performance-based equity.
Restricted Stock. All participants to our equity incentive plan are eligible to receive restricted stock. Time-basedenvironment and relative positioning versus peer group comparable.
| (i) | receive dividends on the restricted stock (prior to vest) to the extent dividends are paid by the Company on shares of its Common Stock, and |
| (ii) | to vote such Common Stock during the restriction period. |
As of the Record Date, the Company’s dividend rate is $0.34 per common share per quarter.
Performance Awards.
goal, the underlying Common Stock is subject to additional time-based vesting conditions. Any dividends that are attributable to the underlying Common Stock are accrued and paid to the recipient, to the extent the performance award vests, at the end of the four years when the Common Stock is issued. The performance awards granted prior to 2021 have a four-year vest schedule – performance period of two years followed by an additional two-year service requirement. Prior to the COVID-19 pandemic, the performance goal iswas based on an implied equity value concept that measures the change in an IRR during a performance period of two years beginning on January 1 of the grant year and ending on December 31 of the following year. The performance goal is set within the first 90 days of the grant year.
period. The implied equity value iswas based on a valuation model utilizing a multiple of Adjusted EBITDA (subject to certain specified adjustments) and other factors that produce a fundamental valuation of Cinemarkour equity. IRR represents the growth in this implied equity value during the performance period. The structure of the performance award program is similar to that of cash bonus. Each performance target underlying the performance awards hashad a threshold, target and maximum level and vestvested on a pro rata basis according to the IRR achieved during the performance period, with the maximum level equal to 150%175% of the individual’s target. The target IRR goal for the performance-based award isawards was set by the Compensation Committee based on projected value creation with a substantial degree of difficulty to attain the performance level.
If, at the endawards. One of the hallmarks of our equity compensation program is the overlapping of performance period,periods, which in other years has ensured continuous performance over the Compensation Committee certifies that thelong-term, as opposed to performance target has been met, the sharesover discrete periods of Common Stock underlying the restricted stock units are subject to an additional time-based vesting restriction contingent upon the employee’s continued service until the vest date.
Any dividends that are attributable to the underlying Common Stock will be accrued and paid to the recipient, to the extent the performance award vests, at the end of the four years when the Common Stock is issued.
How was long-term equity incentive compensation calibrated in 2018 and why?
time. The Compensation Committee annually reviews each NEO’s compensationevaluated the impact of the pandemic on the historical IRR metric used to determinecertify the percentagenumber of base salary to be awarded as long-term equity awardsshares issuable under performance-based awards. The Compensation Committee considered the pandemic’s effect on the Company and the appropriate mixmovie exhibition industry, the projected continuation of the macro-economic conditions through 2021 and beyond and the continued uncertainty regarding the timing of the industry recovery. Such adverse consequences are due to completely unforeseen, external circumstances beyond the control of management, and, for long-term incentive compensation, a combination of time-based and performance-based awards. Upon such review, in 2018,awards were no longer an appropriate retention tool. Because the Compensation Committee madedetermined it was not advisable to attempt to establish performance goals in such an unstable environment that had the following changes:
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The numberpotential to be unattainable in the future due to circumstances outside of time-based and performance-based (at target) shares of Common Stock granted to each of the NEOs in 2018 were as follows:
| Name | Time-based Restricted Stock | Performance-based Restricted Stock Units | ||||||
Lee Roy Mitchell | N/A | N/A | ||||||
Mark Zoradi | 16,013 | 48,039 | ||||||
Sean Gamble | 10,760 | 16,141 | ||||||
Michael Cavalier | 8,070 | 12,106 | ||||||
Valmir Fernandes | 6,725 | 10,088 | ||||||
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Performance Metric
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Goals | |||||
Threshold
| Target
| Maximum
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IRR
| 7.0%
| 9.5%
| 13.0%
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Percentage of Individual Target Payout
| 50%
| 100%
| 150%
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The performance period for the 2018 grants is from January 1, 2018 to December 31, 2019. Oncemanagement’s control, the Compensation Committee certifiesdetermined that for 2021 only the IRR achieved fortraditional grants of time based awards and performance based awards should be replaced with all time-based restricted awards to drive retention of the performance period,equity compensation
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In line with our compensation philosophy of rewarding performance,2022, the Compensation Committee awardedmet with management and Pearl Meyer, an independent national compensation consulting firm, to determine the appropriate structure of a special grant of restricted stocklong-term incentive and a performance metric to all employees, includinguse for the NEOs, who received performance-based awards in 2016. This was in recognition of the Company’s significant and sustained outperformance on key performance metrics relative to its peers since 2016.equity incentive awards. The Compensation Committee determined that the special grant appropriately rewardedhigh volatility of current market dynamics make long-range forecasting unreliable. For 2022 only, the employees based uponCompensation Committee determined that a 1 year performance period with a cliff vest on the three tenetsthird anniversary was appropriate in the current environment for performance-based awards. This structure will properly incentivize and reward management for matters within their control and serve as a retention tool. Several potential performance metrics were considered by the Compensation Committee and management. The Compensation Committee chose a combination of revenue and cash flow metrics as the performance metric for 2022 as both are relevant for achieving the Company’s compensation philosophy.strategic goals of re-igniting movie-going and rebuilding the Company’s balance sheet. The Compensation Committee also determined it appropriate to grant time-based restricted shares granted underawards and that the special grant vest fully onestablishment of a three-year ratable vesting schedule was appropriate for those awards. In 2023 the second anniversary ofCompensation Committee will again evaluate the grant dateappropriate performance metric, performance period and were of the following amounts:
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Tenet 3: Balance
vesting for future performance-based equity incentive awards.
The presentations below show the mix of the variable and fixed components of compensation as a percentage of target total compensation. The ‘Total Equity Target’ category does not include the restricted stock awarded under the special grant since it was awarded in addition to the regular compensation. Mr. Zoradi is presented individually while Messrs. Gamble, Cavalier and Fernandes are presented as a group. Since Mr. Mitchell does not receive any equity grant on an annual basis due to his substantial ownership in the Company, he has not been included in thenon-CEO NEO group. His compensation is 49% each of base salary and target cash bonus and 1% benefits.
| Variable | Fixed | |||||||
CEO | 76% | 24% | ||||||
Non-CEO NEO group | 67% | 33% | ||||||
Each year the Compensation Committee engages in extensive executive compensation discussions with our independent compensation consultant to review best practices and receive a competitive assessment of executive compensation compared to peers. The Committee reviews total compensation and approves each of the elements of executive compensation, and reviews whether compensation programs and practices carry undue risk. During 2018, the Compensation Committee continued to engage Pearl Meyer as its independent compensation consultant.Board. The Compensation Committee determinedannually assesses the independence of its compensation consultant.
an exceptionally difficult business environment.
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provide input toopportunities, and target compensation, the Compensation Committee regarding performance metricsrelies on competitive market data from surveys and the setting of appropriate performance targets for executives who report directly to him. The CEO, however, 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.
Use of Peer Review in Setting Our Executive Compensation: The Compensation Committee believes the management team’s compensation should be aligned to similarly situated executives withinreports prepared by Pearl Meyer. We consider market survey data from a peer group of companies in order to attract, retain and motivate the highest caliber executive management team critical to our long-term success. While we do not rely solely on benchmark compensation to establish target pay levels, Pearl Meyer conducts a review, annually, of the compensation programs of peers selected based onsize-appropriate comparators operating in the entertainment and retail industries (the “peer group”)(peer group) that are also traded publicly. We believepublicly and with which we compete for executive talent.
| | AMC Entertainment Holdings, Inc. | | | Lions Gate Entertainment Corp | | | Bloomin’ Brands, Inc. | |
| | Dave & Buster’s Entertainment, Inc. | | | Live Nation Entertainment, Inc. | | | IMAX Corporation | |
| | Brinker International, Inc. | | | The Madison Square Garden Company | | | Six Flags Entertainment Corporation | |
| | Cineplex, Inc. | | | Cineworld Group, LLC | | | Cedar Fair, L.P. | |
Our Peer Group The market data provides percentile compensation levels for 2018 wasvarious executive positions with comparable job responsibilities as follows:
|
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| ||
|
|
| ||
|
|
| ||
|
| |||
|
| |||
our NEOs. The Compensation Committee also analyzes market data regarding compensation mix between base salary and annual and long-term incentives awards. The Committee does not endeavor to set executive compensation at or near any percentile, and it considers target compensation to be competitive if it is generally within a reasonable range of the market median. The Compensation Committee also considers other factors including level of responsibility, the individual’s performance, expectations regarding the individual’s future potential contributions, ability to drive the Company’s strategy, retention strategies, budget considerations, and the Company’s performance.
OurCommittee monitors our compensation policies and practices to determine whether our risk management objectives are being met and to adjust those policies and practices to address any incentives that have the potential to encourage risks that are reasonably likely to have a material adverse effect on us and any changes in our risk profile. As part of these considerations and consistent with our compensation philosophy, our compensation program, provides strategic directionparticularly our annual and long-term incentive compensation plans, are designed to provide incentives for the participant and engages them in the Company’s success, which contributesexecutives to stockholder value. We believe our approach to goal setting, establishing targets with payouts at multiple levels ofachieve performance evaluation of performance results and negative discretion in the payout of incentives help to mitigateobjectives without encouraging excessive risk-taking that could harm Company value or reward poor judgment by our executives. risk-taking.
Appropriateappropriate mix of “short- vs. long-term” pay and “fixed vs. variable” pay”pay to reward overall performance;
Measuring Companycompany performance measured against objective financial metrics;
Cappedportion of individual cash bonus payout tied to the individual’s ABO ratings which measures the performance of the individual’s goals set against the Company’s strategic objectives for the year;
Stockstock ownership guidelinesrequirements for directors, NEOs and executive vice-presidents – directors required to retain Common Stock ownership five times the value of their cashbase retainer, the CEO five times his/her base salary and other executive officers two timetimes their respective base salary;
Linking vest of a significant portion of long-term equity incentive awards linked to performance over a significant period of time (with overlapping performance periods)periods during non-COVID-19 years);
Validatingvalidation of pay-for-performance on an annual basis by stockholders; and
Prohibiting our NEOs and thoseunconditionally prohibits covered employees covered by the Supplemental Insider Trading Policy to trade in short saleshedging transactions or pledging of Company securities, holdsecurities; and
38 | | | |
Securities Authorized for Issuance Under Equity Compensation Plans
Plan Category |
| Number of Securities to be Issued upon Exercise of Outstanding Options, and Rights(1)
|
|
| Weighted Average Exercise Price of Outstanding Rights
|
|
| Number of Securities Remaining Available for Future Issuance Under Equity Compensation (Excluding Securities
|
| |||
Equity compensation plans approved by security holders
|
| 594,266
|
|
| N/A
|
|
| 7,700,363
|
| |||
Equity compensation plans not approved by security holders
| - | - | - | |||||||||
Total
|
| 594,266
|
|
| N/A
|
|
| 7,700,363
|
| |||
|
| 39 |
| | Plan Category | | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | | 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 | | | 344,071 | | | N/A | | | 7,101,210 | |
| | Equity compensation plans not approved by security holders | | | N/A | | | N/A | | | N/A | |
| | Total | | | 344,071 | | | N/A | | | 7,101,210 | |
40 | | | |
Name and Principal Position Stock Awards ($)(2) Non-Equity Incentive Plan Compensation ($)(3) All Other Compensation ($)(4) Lee Roy Mitchell Chairman of the Board Mark Zoradi Chief Executive Officer Sean Gamble Chief Operating Officer Michael Cavalier Executive Vice President – Valmir Fernandes President – Cinemark International Year Salary
($)(1) Total ($) 2018 975,000 - 1,036,426 23,900 2,035,326 2017 958,645 - 1,426,464 21,586 2,406,695 2016 930,723 - 1,396,085 21,122 2,347,930 2018 1,000,000 3,049,518 1,063,000 132,738 5,245,256 2017 950,000 2,114,475 1,320,500 104,845 4,489,820 2016 816,000 2,031,947 1,224,000 88,691 4,160,638
& Chief Financial Officer 2018 600,000 1,186,109 617,072 61,796 2,464,977 2017 525,000 779,015 664,020 47,280 2,015,315 2016 482,040 602,526 542,295 40,219 1,667,080
General Counsel & Secretary 2018 525,000 918,064 539,938 123,311 2,106,313 2017 500,000 667,666 632,400 96,969 1,897,035 2016 462,264 577,805 589,387 99,544 1,729,000 2018 525,000 795,705 357,000 128,448 1,806,153 2017 508,000 628,178 538,455 103,858 1,778,491 2016 493,782 617,206 629,572 107,576 1,848,136 SeeAnalysis ofDesign ofactual amounts earned during 2020 reflecting the reductions in base salary from April through August 2020. See Executive Compensation Program – BaseComponents-Base Salaryfor a discussion ofdiscussions on how the base salary is determined. See Compensation Mix forMs. Thomas was employed as of November 8, 2021. The amount shown reflects the percentagepro-rata amount paid during 2021 based upon an annual salary of target total compensation for 2018$575,000.Ms. Thomas was entitled to a $500,000 sign-on bonus paid on the same date as base salary.the 2021 bonuses are paid.(2)amountsnumbers reflect the aggregate grant date fair market values of the long-termannual restricted stock awards granted in February of each year, the retention equity incentive awards, at targetgrant awarded in August 2020, the bonus equity grant awarded in December 2020, the merit increase grants on March 10, 2021 and the special grants to Messrs. Gamble and Cavalier on July 28, 2021 as part of the most probable outcome, computedreorganization of the executive leadership team announced in accordanceconnection with FASB ASC Topic 718. The amounts shown excludeMr. Zoradi’s retirement. Ms. Thomas was granted 163,816 shares of Restricted Stock as part of her Employment Agreement which will vest over 4 years. For more information on the impactvesting of estimated forfeitures. See Note 15Ms. Thomas’s grant refer to the Company’s 2018current report on Form 8-K filed with the SEC on October 13, 2021. See Executive Compensation Components-Long-term Incentive Compensation Prior to the COVID-19 Pandemic and Changes to Long-Term Incentive Compensation Due to COVID-19 Pandemic for discussions on how long-term incentive compensation is set and the annual grant awarded in February.
| | | 41 |
The long-term equity incentive awards, granted were restricted stockincluding forfeiture assumptions and restricted stock units. The restricted stock includes the special grant discussed on page 38. Similar to previous years, period over which the Company will recognize compensation expense for such awards.
Company and he did not receive any retention equity grant in 2020. The reported number for Mr. Mitchell reflects the value of his bonus equity grant date fair values were calculated based upon the closing price of Common Stock on February 16, 2018 of $39.03, February 14, 2017 of $42.37 and February 19, 2016 of $29.36 per share.
As required by the rules of the SEC, the table below provides the grant date fair values of the restricted stock units at the maximum level of payment. However, as certified by the Compensation Committee, only 86% and 96% of the target opportunity of the restricted stock units awarded to each NEO in 2016 and 2017 respectively, shall vest.
Name
| 2018
| 2017
| 2016
| |||||||||
Lee Roy Mitchell | N/A | N/A | N/A | |||||||||
Mark Zoradi | $ | 2,812,424 | $ | 2,378,800 | $ | 1,823,961 | ||||||
Sean Gamble | $ | 944,955 | $ | 584,261 | $ | 451,880 | ||||||
Mike Cavalier | $ | 708,746 | $ | 500,750 | $ | 433,354 | ||||||
Valmir Fernandes | $ | 590,602 | $ | 471,133 | $ | 462,890 | ||||||
The terms of the restricted stock and restricted stock units are discussed under Analysis of the Design of theExecutive Compensation Program – Long-term Equity Incentive Compensation and the footnote disclosures to the Grants of Plan-Based Awards in 2018 table. See also Compensation Mix for the percentage of target total compensation for 2018 granted as long-term equity incentive awards.
(4) | The reported amounts are the cash bonuses earned for the respective fiscal years. The cash bonuses earned for a fiscal year are paid in the first quarter 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 cash bonus payouts for 2020 was paid as a discretionary bonus equal to 75% of target using restricted stock with a one year vesting period. See footnote 2 of this table. The cash bonuses for 2021 were paid on |
(5) | The compensation reported in this column include the following: |
| Name | Fiscal Year | Annual Matching to 401(K) Savings Plan ($) | Life, Group and ($) | Dividends Paid on and Vested RSU(i) ($) | Other ($) | |||||||||||||
| Lee Roy Mitchell | 2018 | 16,500 | 7,400 | - | - | |||||||||||||
| 2017 | 14,175 | 7,411 | - | - | ||||||||||||||
| 2016 | 13,912 | 7,210 | - | - | ||||||||||||||
Mark Zoradi | 2018 | 16,500 | 13,960 | 72,278 | 30,000(ii) | |||||||||||||
| 2017 | 14,175 | 13,959 | 46,711 | 30,000(ii) | ||||||||||||||
| 2016 | 13,912 | 13,337 | 31,442 | 30,000(ii) | ||||||||||||||
Sean Gamble | 2018 | 16,500 | 5,296 | 40,000 | - | |||||||||||||
| 2017 | 14,175 | 5,294 | 27,810 | - | ||||||||||||||
| 2016 | 13,912 | 5,005 | 21,302 | - | ||||||||||||||
Michael Cavalier | 2018 | 16,500 | 7,798 | 99,013 | ||||||||||||||
| 2017 | 14,175 | 7,796 | 74,997 | - | ||||||||||||||
| 2016 | 13,912 | 7,507 | 78,125 | - | ||||||||||||||
Valmir Fernandes | 2018 | 16,500 | 9,891 | 102,057 | - | |||||||||||||
| 2017 | 14,175 | 9,898 | 79,786 | - | ||||||||||||||
| 2016 | 13,912 | 9,672 | 83,993 | - | ||||||||||||||
| | Name | | | Fiscal Year | | | Annual Matching Contributions to 401(K) Savings Plan and HSA ($) | | | Life, Group and Disability Insurance Premiums Paid by Company ($) | | | Dividends Paid on Restricted Stock and Vested RSU(i) ($) | | | Other ($) | |
| | Lee Roy Mitchell | | | 2021 | | | — | | | 13,532 | | | — | | | | |
| | 2020 | | | 17,100 | | | 8,588 | | | — | | | — | | |||
| | 2019 | | | 16,800 | | | 7,289 | | | — | | | — | | |||
| | Mark Zoradi | | | 2021 | | | 17,400 | | | 20,906 | | | 296,218 | | | 30,000 (ii) | |
| | 2020 | | | 17,100 | | | 17,582 | | | 348,755 | | | 30,000 (ii) | | |||
| | 2019 | | | 16,800 | | | 20,733 | | | 97,984 | | | 30,000 (ii) | | |||
| | Sean Gamble | | | 2021 | | | 18,025 | | | 6,497 | | | — | | | | |
| | 2020 | | | 17,100 | | | 5,675 | | | 93,231 | | | — | | |||
| | 2019 | | | 16,800 | | | 5,684 | | | 85,289 | | | — | | |||
| | Michael Cavalier | | | 2021 | | | 18,650 | | | 13,215 | | | — | | | | |
| | 2020 | | | 17,100 | | | 7,611 | | | 82,881 | | | — | | |||
| | 2019 | | | 16,800 | | | 7,616 | | | 83,723 | | | — | | |||
| | Valmir Fernandes | | | 2021 | | | 17,400 | | | 10,436 | | | — | | | | |
| | 2020 | | | 17,100 | | | 15,374 | | | 82,336 | | | — | | |||
| | 2019 | | | 16,800 | | | 9,760 | | | 83,235 | | | — | | |||
| | Melissa Thomas | | | 2021 | | | — | | | — | | | — | | | — | |
(i) | Dividends paid on all outstanding restricted stock, and dividends paid on |
(ii) |
|
(6) | Effective January 1, 2022, Mr. Gamble was promoted to Chief Executive Officer and received a salary increase as a result. |
42 | | | |
(the “Dodd-Frank Act”),and Item 402(u) of SEC Regulation S-K, we are providing the SEC adoptedfollowing information about the relationship of the annual total compensation of our median-compensated employee and the annual total compensation of our CEO.rule requiringleader and one of the most geographically diverse operators in the theatrical exhibition industry, we operate 522 theatres and 5,868 screens in the U.S. and Latin America. Our employee population consists of approximately 70% part-time employees many of whom are compensated on an hourly basis. Our median employee was a theatre Team Member, paid hourly and employed on a part-time basis.disclosuretotal compensation of our median-compensated employee, was $5,584; andmedian employee’stotal compensation of Mr. Zoradi, to the annual total compensation of our median-compensated employee was 1,353 to 1. annual compensation of the principal executive officer (“PEO”). The 2018 total compensation“median employee” for this purpose, the methodology and the material assumptions, adjustments, and estimates that we used were as follows:was $8,626 and for our PEO, Mr. Zoradi, it was $5,245,256. The resulting ratio of our CEO’s pay to the pay of our median employee for is 608 to 1.There have been no changes inbased on our employee population or employee compensation arrangements in 2018 that would significantly impactas of October 1, 2021 (the “Determination Date”).process that we used to identify the median employee for the 2017 compensation. However, the median employee identified for 2017, a Theatre Usher in the U.S. (the “2017 median employee”), was not employed by the Company during 2018. Therefore, as permitted by the SEC rules, we replaced the 2017 median employee’s compensation with that of another employee (the “2018 median employee”) whose compensation was substantially similar to that of the 2017 median employee. The 2018 median employee is also a Theatre Usher in the U.S. and worked approximately 981 hours during 2018.Our employees, whether employed on a full-time, part-time, seasonal or temporary basis were included to calculate the median employee. However, as permitted by thedeminimis exception of the applicable rules,pay ratio rule, we excluded the employee populations of certain foreign jurisdictions comprising 5% or less than 5% of our total employees. The cashjurisdictions and number of employees excluded were: Costa Rica (247), Curacao (37), Guatemala (88), Nicaragua (42), and Peru (555). After the de minimis exclusions and as of October 1, 2021, we had 18,600 employees, comprised of 13,087 U.S. employees and 5,513 non-U.S. employees.included base salary, cash bonusincluding wages, bonuses and benefits reflected in our payroll records, which we believe is a reasonable method of identifying the three most consistentlyapplied compensation measures at Cinemark. Wemedian employee. The substantial majority of our employees do not widely distributeparticipate in a long-term incentive awards so it wasprogram, therefore we believe that excluding that program from consideration does not included inmeaningfully impact the calculationidentification of total compensation. Wethe median employee.absence.absence by taking an employee’s compensation for the number of bi-weekly pay periods for which they were actively employed and annualizing such amount for the full year of 26 pay periods. Except for the annualization as described, we did not make any assumptions, adjustments, or estimates with respect to total cash compensation.
Grant Date(1) Approval Date(2) Estimated Future Payouts Plan Awards(3) Estimated Future Payouts Under Equity Incentive All Other Stock Awards(5) Grant Date FV of Stock Awards(6) Lee Roy Mitchell Mark Zoradi 30,094 $ 1,174,569 Sean Gamble 14,249 $ 556,138 Michael Cavalier 11,416 $ 445,566 Valmir Fernandes 10,299 $ 401,970 The The dates the Compensation Committee approved the On February 19, The aggregate grant date fair values of restricted stock 2018.Name
UnderNon-Equity Incentive
Plan Awards(4) Threshold Target Maximum Threshold Target Maximum 2/28/2019 $ 487,500 $ 975,000 $ 1,462,500 - - - - - 2/28/2019 2/14/2019 $ 500,000 $ 1,000,000 $ 1,500,000 2/19/2018 2/14/2018 24,019 48,039 72,058 $ 1,874,949 2/19/2018 2/28/2019 2/14/2019 $ 270,000 $ 540,000 $ 810,000 2/19/2018 2/14/2018 8,070 16,141 24,211 $ 629,970 2/19/2018 2/28/2019 2/14/2019 $ 236,250 $ 472,500 $ 708,750 2/19/2018 2/14/2018 6,053 12,106 18,159 $ 472,497 2/19/2018 2/28/2019 2/14/2019 $ 223,125 $ 446,250 $ 669,375 2/19/2018 2/14/2018 5,044 10,088 15,132 $ 393,735 2/19/2018 payment date of the cash bonus and grant date of the long-term equity incentive awards.payouts of the cash bonus targets and the grants of the long-term equity incentive awards.See Analysis ofThe reported numbers were the Design ofestimated future payouts calculated when the Executive Compensation Program – Cash Bonus for a description ofCommittee set the target cash bonus process and the target bonus opportunities of each NEO for 2018. See Compensation Mix for the percentage of total compensation for 2018 paid as cash bonus. See Summary Compensation Table for 2018 and the related footnote disclosure for the actual cash bonus amounts paid to each NEO for 2018.2018, the Compensation Committee awarded Messrs. Zoradi, Gamble, Cavalier and Fernandes an aggregate maximum of 129,560 hypothetical shares of Common Stock2021, as restricted stock units. The number of shares underlying each restricted stock unit award was determined by reference to the closing price of Common Stock on February 16, 2018 of $39.03 per share. SeeAnalysispart of the Design of the Executive Compensation Program – Long-Term Equity Incentive Compensationfor a discussion of the terms of the restricted stock units. Holders of restricted stock units receive dividends that are attributable to the underlying Common Stock to the extent such dividend is declared by our Board and the Common Stock is issued at the time of vest. The dividend is paid at the same rate the dividend is paid to other stockholders, which is currently $0.34 per share of Common Stock per fiscal quarter.(5)On February 19, 2018,annual grant cycle, the Compensation Committee awarded Messrs. Zoradi, Gamble, Cavalier and Fernandes an aggregate of 66,058338,612 shares of restricted stock (including the special grant discussed on page 38).stock. The number of shares underlying each award was determined by reference to the closing price of the Common Stock on February 16, 201818, 2021 of $39.03$21.01 per share. The reported shares include the special restricted stock grant.SeeAnalysis of the Design of the Executive Compensation Program– Long-Term Equity Incentive Compensationfor a discussion of the termsFifty percent of the restricted stock.Holdersstock award will vest 50% on the second and fourth anniversaries of the date of grant and 50% of the restricted stock receivenon-forfeitable dividends toaward will cliff vest on the extent declared by our Board, at the same rate paid to other stockholdersfourth anniversary of the Company. The current dividend rate is $0.34 per sharedate of Common Stock per fiscal quarter.(6)and restricted stock units were determined using the closing price of Common Stock on February 16, 201818, 2021 of $39.03$21.01, March 9, 2021 of $23.98, July 27, 2021 of $16.08 per share. Pursuant to the rulesshare and November 5, 2021 of the SEC, for purposes of the Grantsof Plan-Based Awards in 2018 table the aggregate grant date fair values of restricted stock units were determined based upon the target level of payment as the most probable outcome and were computed in accordance with FASB ASC Topic 718.$22.11. The amounts shown exclude the impact of estimated forfeitures. See Note 15 to the Company’s 2018 Form10-K, for discussion of the assumptions used in determining the grant date fair values of these share awards, including forfeiture assumptions, and the period over which the Company will recognize compensation expense for such awards.
| | | 45 |
The number of shares of restricted stock granted on February 19, 2018 The number of shares of Common Stock underlying the performance stock units granted on February 19, 2018. On February 12, 2020, the Compensation Committee certified the performance at 105% of the target opportunity. The performance stock units vested, and the Common Stock underlying the performance stock units was issued on February 19, 2022. restrictedperformance stock units outstanding for each NEO as of December 31, 2018.2021. There were no stock options outstanding for any NEO as of December 31, 2018.2021. Stock AwardsNameNumberAll 509,890 shares ofShares restricted stock and performance stock units with time-based vesting were accelerated at the end of Mr. Zoradi’s term pursuant to the terms of his employment agreement. Mr. Zoradi no longer has any unvested restricted stock or Unitsof Stock ThatHave NotVested#Market Value ofShares or Unitsof Stock ThatHave Not Vested(8)Equity Incentive PlanAwards: Number ofUnearned Shares,Units or Other RightsThat Have Not Vested#Equity Incentive PlanAwards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(11)Lee Roy MitchellN/AN/AN/AN/AMark Zoradi16,013(1)$ 573,265--14,081(2)$ 504,100--12,476(3)$ 446,641--13,896(4)$ 497,477--35,617(6)$ 1,275,089--18,715(9)$ 669,97924,019(10)$ 859,892Sean Gamble10,760(1)$ 385,208--3,489(2)$ 124,906--9,193(3)$ 329,109--5,131(4)$ 183,690--2,677(5)$ 95,837--8,824(6)$ 315,899--8,031(7)$ 287,510--4,597 (9)$ 164,5558,070(10)$ 288,918Michael Cavalier8,070(1)$ 288,906--3,346(2)$ 119,787--7,879(3)$ 282,068--4,920(4)$ 176,136--3,272(5)$ 117,138--8,462(6)$ 302,940--9,816(7)$ 351,413--6,053(10)$ 216,697Valmir Fernandes6,725(1)$ 240,755--3,574(2)$ 127,949--7,413(3)$ 265,385--5,256(4)$ 188,165--3,495(5)$ 125,121--9,039(6)$ 323,596--10,485(7)$ 375,363--3,707(9)$ 132,6935,044(10)$ 180,575performance stock units outstanding. (1)which vest equallythat remained outstanding as of December 31, 2021. These shares vested on February 19, 2020 and February 19, 2022.(2)The number of shares of restricted stock granted on February 19, 2018 pursuant to2019 that remained outstanding as of December 31, 2021. These shares vest on the specialfourth anniversary of the grant which vest 100% on February 19, 2020.date.(3)The number of shares of restricted stock granted on February 14, 2017 which vest equally on February 14, 2019 and February 14, 2021.
(5) | The number of shares of restricted stock granted on February 19, |
(6) | The number of shares of restricted stock awarded under the Retention Equity Grant on August 19, 2020. These shares vest 100% on the second anniversary of the grant date. |
(7) | The number of shares of restricted stock granted on February 19, |
(8) | The number of shares of restricted stock granted on March |
(9) | The number of shares of |
(10) | The number of shares of |
(11) | The fair market value |
(12) | The number of shares of Common Stock underlying the |
(13) | The number of shares of Common Stock underlying the |
(14) | The fair market value |
| | | 47 |
2021.
Name
|
Stock Awards
| |||||||
Number of Shares Acquired on Vesting(1) #
|
Value Realized on Vesting(2) ($) | |||||||
Lee Roy Mitchell
|
|
N/A
|
|
|
N/A
|
| ||
Mark Zoradi
|
|
13,896
|
|
$
|
542,361
|
| ||
Sean Gamble
|
|
5,130
|
|
$
|
200,224
|
| ||
Michael Cavalier
|
|
24,190
|
|
$
|
928,142
|
| ||
Valmir Fernandes
|
|
25,839
|
|
$
|
991,411
|
| ||
| | Name | | | Stock Awards | | |||
| | | | Number of Shares Acquired on Vesting(1) # | | | Value Realized on Vesting(2) ($) | | |
| | Lee Roy Mitchell | | | 48,726 | | | $792,284.76 | |
| | Mark Zoradi | | | 575,574 | | | $9,955,404.54 | |
| | Sean Gamble | | | 31,528 | | | $512,645.28 | |
| | Michael Cavalier | | | 23,861 | | | $387,979.86 | |
| | Valmir Fernandes | | | 23,861 | | | $387,979.86 | |
| | Melissa Thomas | | | — | | | $— | |
(1) | The reported numbers include Common Stock from the |
(2) |
|
|
|
The aggregate dollar amount realized upon vesting was calculated based upon the closing price of Common Stock on December 14, 2021 of $16.26 per share. For Mr. Zoradi the |
48 |
| |
|
On February 20, 2018, the Company elected to extend the term of Mr. Zoradi’s employment agreement to December 31, 2019.
terminated.
Except for Mr. Mitchell, the
Unless Mr. Mitchell’s employment is terminated by us for cause or under a voluntary termination, Mr. Mitchell will also be entitled to, for a period of five years, tax preparation assistance upon termination of his employment.
Mr. Zoradi is entitled to receive an annual allowance of $30,000 for personal travel and living expenses, reduced by standard withholding and other authorized deductions.
The employment agreements of Messrs. Zoradi, Gamble, Fernandes and Cavalier and Ms. Thomas provide that unless the executive’s employment is terminated by us for cause the executive will be entitled to office space and support services for a period of not more than three (3) months following the date of any termination.
| | | 49 |
or Without Cause If Messrs. Gamble, Fernandes or Cavalier or Ms. Thomas is terminated by us without cause, the executive shall receive the Accrued Employment Entitlements; two times the 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) Without Cause or for Good Reason(the “Accrued(Accrued Employment Entitlements”)Entitlements); an amount equal to Mr. Mitchell’s 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 cash bonus Mr. Mitchell received for the 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.If Mr. Zoradi is terminated by us without cause, resigns for good reason (as defined in the agreement) or when the term or renewal term of the employment agreement expires, he shall receive, the Accrued Employment Entitlements; an amount equal to his 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; he and his dependents will 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; any outstanding long-term equity incentive awards with time-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.months;months, subject to the requirements of Section 409A of the Code; an amount equal to the most recent cash bonus received by the executive for the 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 time-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 andhealth insurance programs for a period of twenty-four (24) months from the termination date.welfare benefit plans andhealth insurance programs for twelve (12) months from the termination date. All outstanding long-term equity incentive awards shall vest in accordance with the terms of the incentive plan.
Change in Control provide information on amounts payable had a termination for good reason, a change in control, death or disability occurred on December 31, 2021. 2021. For Mr. Zoradi only the amounts payable as a result of his retirement are shown.Change-in-Controlchange-in-controlchange in control provision in his employment agreement.change-in-controlchange in control (as defined in the employment agreement), the executive shall receive accrued compensation through the date of termination; sum of two times executive’s base salary and one and one half times the most recent cash bonus received by executive for any year ended prior to the date of termination payable in a lump sum within 30 days of termination and the 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 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 If Mr. Gamble voluntarily terminates his employment after January 1, 2031 (i) any outstanding stock options granted to Mr. Gamble will be vested and/or exercisable for the period through the date of such termination for without causeof employment, and will remain exercisable, in accordance with the terms contained in the plan and the agreement pursuant to which such stock options were granted, (ii) any equity incentive award (other than stock options) with time-based vesting provisions granted to Mr. Gamble will be fully vested and (iii) any equity incentive awards with performance-based vesting provisions will remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and, if or good reason, achange-in-control, death or disability occurred on December 31, 2018 may be found underto the extent the performance provisions are attained, such equity incentive awards will become fully vested (without regarding to any continued employment requirement).“Potential Payments Upon Termination by us Without Cause or by Executive for Good Reason”, “Potential Payments Upon Termination due to Change-in-Control”Change in Control and “Potential Payments Upon Death or Disability.”change-in-control,change in control, assuming such triggering event occurred on December 31, 2018.
| Name | Salary (1) | Bonus (2) | Health Insurance(3) | Life and Disability Insurance(3) | Assistance(4) | Value of Equity Awards(5) | Total | |||||||||||||||||||||
Lee Roy Mitchell |
| $ 975,000
|
|
| $ 2,462,890
|
|
| $ 6,637
|
|
| $ 7,400
|
|
| $ 86,500
|
|
| $ -
|
|
| $ 3,538,427
|
| |||||||
Mark Zoradi |
| $ 1,000,000
|
|
| $ 1,063,000
|
|
| $ 20,993
|
|
| $ 27,921
|
|
| $ 828
|
|
| $ 7,162,578
|
|
| $ 9,275,320
|
| |||||||
Sean Gamble |
| $ 1,200,000
|
|
| $ 1,281,092
|
|
| $ 26,214
|
|
| $ 10,591
|
|
| $ 828
|
|
| $ 2,032,011
|
|
| $ 4,550,736
|
| |||||||
Michael Cavalier |
| $ 1,050,000
|
|
| $ 1,172,338
|
|
| $ 26,214
|
|
| $ 15,596
|
|
| $ 828
|
|
| $ 1,852,169
|
|
| $ 4,117,145
|
| |||||||
Valmir Fernandes | $ 1,050,000 | $ 895,455 | $ 18,269 | $ 19,782 | $ 828 | $ 1,800,506 | $ 3,784,840 | |||||||||||||||||||||
| | Name | | | Salary(1) | | | Bonus(2) | | | Health Insurance(3) | | | Life and Disability Insurance(3) | | | Assistance(4) | | | Value of Equity Awards(5) | | | Total | |
| | Lee Roy Mitchell | | | $1,020,001 | | | $2,039,999 | | | $10,295 | | | $13,532 | | | $86,500 | | | — | | | $3,170,327 | |
| | Mark Zoradi | | | $— | | | $1,718,750 | | | $— | | | $— | | | $— | | | $8,219,427 | | | $9,938,177 | |
| | Sean Gamble | | | $1,450,000 | | | $1,457,990 | | | $35,641 | | | $12,993 | | | $828 | | | $1,677,268 | | | $4,634,720 | |
| | Michael Cavalier | | | $1,150,000 | | | $1,046,685 | | | $31,933 | | | $20,872 | | | $828 | | | $1,468,199 | | | $3,718,517 | |
| | Valmir Fernandes | | | $1,110,024 | | | $1,036,470 | | | $32,096 | | | $26,249 | | | $828 | | | $1,024,307 | | | $3,229,974 | |
| | Melissa Thomas | | | $1,150,000 | | | $500,000 | | | $— | | | $— | | | $828 | | | $212,963 | | | $1,863,791 | |
(1) | Based on the base salaries in effect as of December 31, |
(2) | For Mr. Zoradi, the amount is the cash bonus he would have received for |
(3) | Mr. Zoradi retired at the expiration of the term of his employment agreement on December 31, 2021, therefore no amounts were included. The amounts reported are calculated as follows: |
(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. Mr. Zoradi retired at the expiration of the term of his employment agreement on December 31, 2021, therefore no amounts were included. Messrs. |
(5) | The amounts reported have been determined based on the following provisions in the respective employment agreements. |
Pursuant to the employment agreements of Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas, 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. There is no provision in Mr. Mitchell’s agreement for vest of any long-term equity incentive awards.
52 | | | |
| | Name | | | ||
| Number of Shares | | |||
| | |||||
Lee Roy Mitchell | | | — | | |
| | Mark Zoradi | | | 1,292,920 | |
| Sean Gamble | | 46,621 | | |
| | Michael Cavalier | | | 49,951 | |
| Valmir Fernandes | | 28,989 | | |
| | |||||
Melissa Thomas | | | 13,211 | ||
| | ||||
Restricted
| | Name | | | ||
| Number of Shares | | |||
| Lee Roy Mitchell | | | — | |
| Mark Zoradi | | | 3,216,970 | |
| Sean Gamble | | | 57,428 | |
| Michael Cavalier | | | 41,488 | |
| Valmir Fernandes | | | 34,554 | |
| | Melissa Thomas | | | — | |
| | | 53 |
Life and Value of Equity Lee Roy Mitchell Mark Zoradi Sean Gamble Michael Cavalier Valmir Fernandes There is no The amounts reported are calculated as follows: the sum of the cash bonus the NEO would have received for The amounts reported are calculated as follows: Messrs. The amounts reported have been determined based on the following provision in the respective employment agreements: upon termination due to Change-in-ControlName Salary(1) Bonus(2) Health
Insurance(3)
Disability
Insurance(3) Assistance(4)
Awards(5) Total N/A N/A N/A N/A N/A N/A N/A $ 2,000,000 $ 3,043,750 $ 26,241 $ 34,901 $ 828 $ 7,162,578 $ 12,268,298 $ 1,200,000 $ 1,613,102 $ 32,768 $ 13,239 $ 828 $ 2,904,848 $ 5,764,785 $ 1,050,000 $ 1,488,538 $ 32,768 $ 19,495 $ 828 $ 2,559,235 $ 5,150,864 $ 1,050,000 $ 1,164,683 $ 22,836 $ 24,727 $ 828 $ 2,442,813 $ 4,705,887 change-in-controlchange in control provision in Mr. Mitchell’s employment agreement. The amounts reported are calculated as follows: two times the base salary in effect as of December 31, 20182021 payable in a lump sum within 30 days of such termination.20182021 and one and a half times the cashgrant date fair value of the stock bonus received by the NEO for 2017,2020, payable in a lump sum within 30 days of such termination.welfare benefit plansgroup health and dental insurance programs for a period of 30 months. Disability insurance includes premiums for long-term disability, individual disability income protection and short-term disability. Zoradi, Gamble, Cavalier and Fernandes and Ms. Thomas 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.change-in-controlchange in control, any outstanding equity award granted to the NEO shall be fully vested and all restrictions shall lapse.on for each NEO other than Mr. Zoradi upon termination due to a change-in-controlchange in control on December 31, 20182021 are as follows: Name N/A Mark Zoradi 56,466 Sean Gamble 31,250 Michael Cavalier 27,487 Valmir Fernandes 26,463
54 | | | |
RestrictedTABLE OF CONTENTS
| | Name | | | ||
| Number of Shares | | |||
| Lee Roy Mitchell | | | — | |
| Sean Gamble | | 57,428 | | |
| Michael Cavalier | | 41,488 | | |
| Valmir Fernandes | | 34,554 | | |
| | |||||
Melissa Thomas | | | — | | |
The values of the long-term equity incentive awards have been calculated using the closing price of our Common Stock on December 31, 20182021 of $35.80$16.12 per share.
| Name | Salary(1) | Bonus(2) | Health Insurance(3) | Life and Disability Insurance(3) | Assistance(4) | Value of Equity | Total | |||||||||||||||||||||
Lee Roy Mitchell
| $ | 975,000 | $ | 1,036,426 | $ | 6,637 | $ | 7,400 | $ | 86,500 | - | $ | 2,111,963 | |||||||||||||||
Mark Zoradi
| $ | 1,000,000 | $ | 1,063,000 | $ | 10,496 | $ | 13,960 | $ | 828 | $ | 4,489,011 | $ | 6,577,295 | ||||||||||||||
Sean Gamble
| $ | 600,000 | $ | 617,072 | $ | 13,107 | $ | 5,296 | $ | 828 | $ | 2,032,011 | $ | 3,268,314 | ||||||||||||||
Michael Cavalier
| $ | 525,000 | $ | 539,938 | $ | 13,107 | $ | 7,798 | $ | 828 | $ | 1,852,169 | $ | 2,938,840 | ||||||||||||||
Valmir Fernandes
| $ | 525,000 | $ | 357,000 | $ | 9,135 | $ | 9,891 | $ | 828 | $ | 1,800,506 | $ | 2,702,360 | ||||||||||||||
| | Name | | | Salary(1) | | | Bonus(2) | | | Health Insurance(3) | | | Life and Disability Insurance(3) | | | Assistance(4) | | | Value of Equity Awards(5) | | | Total | |
| | Lee Roy Mitchell | | | $1,020,001 | | | $1,275,001 | | | $10,295 | | | $13,532 | | | $86,500 | | | — | | | $2,405,329 | |
| | Mark Zoradi | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | |
| | Sean Gamble | | | $725,000 | | | $963,000 | | | $17,820 | | | $6,497 | | | $828 | | | $1,677,268 | | | $3,390,413 | |
| | Michael Cavalier | | | $575,000 | | | $672,067 | | | $15,967 | | | $10,436 | | | $828 | | | $1,468,199 | | | $2,742,496 | |
| | Valmir Fernandes | | | $555,012 | | | $661,852 | | | $16,048 | | | $13,125 | | | $828 | | | $1,024,307 | | | $2,271,172 | |
| | Melissa Thomas | | | $575,000 | | | $500,000 | | | $— | | | $— | | | $828 | | | $212,963 | | | $1,288,791 | |
(1) | The amounts reported are the base salary of each named executive officer in effect as of December 31, |
(2) | The amounts reported are the cash bonus each NEO would have received for |
(3) | The amounts reported are calculated as follows: |
(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. |
(5) | The amounts reported have been determined based on the following provision in the respective 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 |
| | | 55 |
Mr. Zoradi retired at the expiration of his employment agreement on December 31, 2021, therefore no amounts were included . 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 other than Mr. Zoradi would have been as follows:
| | Name | | | ||
| Number of Shares | | |||
| | Sean Gamble | | | 46,621 | |
| Michael Cavalier | | 49,591 | | |
| | Valmir Fernandes | | | 28,989 | |
| Melissa Thomas | | |||
13,211 | |||||
| |||||
| |||||
| | ||||
RestrictedUnvested Performance Stock Units outstanding including the 2019 and 2020 performance stock units based onunit grants which were certified by the assumption that the maximum IRR would be achieved over the relevant performance period:
| | Name | | | ||
| Number of Shares | | |||
| | Sean Gamble | | | 46,621 | |
| Michael Cavalier | | 41,488 | | |
| | Valmir Fernandes | | | 34,554 | |
| Melissa Thomas | | |||
— | |||||
| |||||
| |||||
| | ||||
56 | | | |
Names of Beneficial Owner 5% Stockholders FMR LLC(2) BlackRock, Inc.(3) The Vanguard Group(4) Victory Capital Management Inc.(5) Directors and NEOs Lee Roy Mitchell(6) Mark Zoradi(7) Sean Gamble(8) Michael Cavalier(9) Valmir Fernandes(10) Darcy Antonellis(11) Benjamin Chereskin(12) Nancy Loewe(13) Steven Rosenberg(13) Enrique Senior(13) Carlos Sepulveda(13) Raymond Syufy(13) Nina Vaca(13) Executive Officers & Directors as a Group (14 persons)(14) Less than 1%.117,019,540121,178,172 shares of Common Stock outstanding as of the Record Date. As of the Record Date, there were 499963 holders of record of our Common Stock. Beneficial Ownership Number(1) Percentage 8,689,108 7.4% 12,314,087 10.5% 9,776,961 8.4% 6,299,802 5.4% 9,822,845 8.4% 172,730 * 70,839 * 151,141 * 82,066 * 11,707 * 72,457 * 6,033 * 51,427 * 57,538 * 38,433 * 18,386 * 13,430 * 10,569,032 9.0% * Based upon statements in Schedule 13G/A filed by FMR LLC on February 13, 2019. FMR LLC may be deemed to beneficially own the reported shares of Common Stock and has filed Schedule 13G/A as the parent holding company or control person on behalf of its subsidiaries FIAM LLC, Fidelity Institutional Asset Management Trust Company, FIDELITY MANAGEMENT & RESEARCH COMPANY, FMR CO., INC (beneficially owns 5% or greater of the reported shares. FMR LLC has (i) sole voting power over 1,046,039 shares and (ii) sole dispositive power over 8,689,108 shares.
Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.
Based upon statements in Schedule 13G/A filed by BlackRock, Inc. on January |
| | | 57 |
(3) | Based upon statements in Schedule 13G/A filed by The Vanguard Group on |
(4) | Based upon statements in Schedule |
(5) | Includes 4,419,095 shares of Common Stock owned by The Mitchell Special Trust. Mr. Mitchell is theco-trustee of The Mitchell Special Trust. Mr. Mitchell expressly disclaims beneficial ownership of all shares held by The Mitchell Special Trust. |
(6) | Includes 185,687, shares of restricted stock and 40,481 certified performance-based |
(7) | Includes 88,901 shares of restricted stock and 28,777 certified performance-based |
(8) | Includes 72,015 shares of restricted stock and 23,979 certified performance-based |
(9) | Includes 187,548 shares of restricted |
(10) | Includes |
(11) | Includes |
(12) | Includes |
(13) | The numbers reported do not include |
58 | | | |
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 2018.
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.
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 orpre-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 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 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’sson-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 $0.65 million of management fee revenue from Laredo during 2018. 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 Capital 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 asin-flight food and beverage services and passenger ground transportation incurred during a trip. For 2018, the aggregate amounts paid to the Operator for the use of the aircraft was approximately $0.068 million.
Pinstack
We hold events for our employees and their families at Pinstack, an entertainment facility, at various times throughout the year. Pinstack is majority-owned by Mr. Mitchell and his wife, Tandy Mitchell. During 2018, the Company paid Pinstack approximately $0.005 million for various employee events.
FE Concepts, LLC
During April 2018, the Company, through its wholly-owned indirect subsidiary CNMK Texas Properties, LLC, formed a joint venture, FE Concepts, LLC (“FE Concepts”), with AWSR Investments, LLC (“AWSR”), an entity owned by Lee Roy Mitchell and Tandy Mitchell. FE Concepts will develop and operate a family entertainment center that offers bowling, gaming, movies and other amenities. The Company and AWSR each invested approximately $20.0 million and each have a 50% voting interest in FE Concepts.
Family Relationships
Tandy Mitchell, wife of Mr. Mitchell, is an employee of the Company. Ms. Mitchell received total compensation of $193,972 for 2018. Such amount included base salary of $132,000, cash bonus of $38,379 and all other compensation of $23,593.
Walter Hebert III,brother-in-law of Mr. Mitchell, is the Executive Vice President – Purchasing of the Company. Mr. Hebert received total compensation of $558,709 for 2018. Such amount included base salary of $275,000, cash bonus of $127,930, grant date fair market value of restricted stock of $100,000 and all other compensation of $55,779.
Century Theatres
Our subsidiary, Century Theatres, currently leases 14 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. All of the leases except one have fixed minimum annual rent. The remaining lease has rent based upon a specified percentage of gross sales as defined in the lease with no minimum annual rent. For 2018, we paid approximately $23.5 million in rent for these leases.
Director Nomination Agreement
Under the Director Nomination Agreement which we entered into on April 9, 2007 with certain of our then current stockholders, the Mitchell Investors (as defined in the Director Nomination Agreement) have a right to designate two nominees to the Board and Messrs. Mitchell (Class III) and Sepulveda (Class II) are its current nominees.
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2021 executive compensation. Our Governance Committee has recommended the nominees to our Board and our Board has nominated the nominees. Our Audit Committee has appointed Deloitte & Touche as our independent registered public accounting firm for receive notice of the Annual Meeting, and vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.20192022 and to hold anon-binding, advisory vote on our 201820192022 and our Board has ratified the appointment. Our Compensation Committee has approved our executive compensation program and the Board has recommended that the stockholders vote to approve our executive compensation program and the compensation paid to our NEOs for 2018.2021. If any other matters requiring a stockholder vote properly come before the Annual Meeting, those stockholders present at the Annual Meeting and the proxies who have been appointed by our stockholders will vote as they deem appropriate.How many shares must be present to hold the Annual Meeting?A majority of our outstanding Common Stock as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Unless a quorum is present at the Annual Meeting, no action may be taken at the Annual Meeting except the adjournment thereof until a later time. Shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting, if you vote via the Internet, by telephone, by mail or if you are represented by proxy. Abstentions and “brokernon-votes” are counted as present for the purpose of determining the presence of a quorum.Who can vote at the Annual Meeting?Only stockholders as of the Record Date can vote at the Annual Meeting.28, 2019.25, 2022. The Record Date is established by the Board as required by Delaware law. Owners of record of Common Stock at the close of business on the Record Date are entitled to:(a) (a)(b) (b)in person at the Annual Meeting.“non-routine” “non-routine” items without your instructions.in person at the Annual Meeting unless you obtain a “legal proxy”voting instruction form from the broker or bank that holds your shares, giving you the right to vote the shares at the Annual Meeting.
By executing the proxy card, you authorize the above-named individuals to act as your proxies to vote your shares in the manner that you specify. The proxy voting mechanism is vitally important to us. In order for us to obtain the necessary stockholder approval of items, a quorum of stockholders must be present or represented at the Annual indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or sign and return a proxy card without specific voting Which ballot measures are called “routine” orSean GambleMelissa Thomas and Michael Cavalier of the Company have been designated as proxies for the Annual Meeting. The term “proxy” also refers to the written document or “proxy card” that you sign to authorize those persons to vote your shares.Meeting in person or by proxy. Since few stockholders can spend the time or money to attend stockholder meetings in person, voting by proxy is necessary to obtain a quorum and complete the stockholder vote.Meeting. It is important that you attend the Annual Meeting in person or grant a proxy to vote your shares to assure a quorum is obtained so corporate business can be transacted. If a quorum is not obtained, we must postpone the Annual Meeting and solicit additional proxies, which is an expensive and time-consuming process.What different methods can I use to vote?If you are a stockholder of record, you may vote:•via the Internet or by telephone — Follow the instructions shown on your proxy card. Votes submitted via the Internet or by telephone must be received by 10:59 p.m. CST, on May 22, 2019;•by mail — Complete, sign, date and return the proxy card in the postage paid envelope provided so that it is received before the Annual Meeting; or•in person — We will pass out written ballots at the Annual Meeting and you may deliver your completed and signed proxy card in person. Submitting your proxy or voting instructions, whether via the Internet, by telephone, or by mail will not affect your right to vote in person should you decide to attend the Annual Meeting.If you are a beneficial holder, you may vote:•by instructing your bank or broker — You should receive a voting instruction form from your bank or broker which you must return with your voting instructions to have your shares voted. If you have not received a voting instruction form from your bank or broker, you may contact it directly to provide instructions on how you wish to vote. Voting instructions submitted by beneficial owners to brokers or banks via the Internet or by telephone must be received by 10:59 p.m. CST, on May 22, 2019; or•in person — If you wish to vote in person at the Annual Meeting, you will need to obtain a “legal proxy” form from your broker or bank that holds your shares of record and you must bring that document to the Annual Meeting.instructions.“non-routine “non-routine matters”, your broker or bank may not vote your shares for you. With respect to these“non-routine “non-routine matters”, the aggregate number of unvoted shares is reported as “brokernon-votes”.“non-routine” “non-routine”?20192022 (Item 2) is considered a “routine” matter, and the election of directors (Item 1) and thenon-binding, annual advisory vote on executive compensation (Item 3) are considered“non-routine” “non-routine” matters.
How does the Board recommend I vote?“non-routine” “non-routine” matters. A brokernon-vote occurs when you do not provide the broker with voting instructions on“non-routine” “non-routine” matters for shares owned by you but held in the name of the broker. For such matters, the broker cannot vote and reports the number of such shares as “brokernon-votes.”in personat the Annual Meeting or represented by proxy at the meeting and entitled to vote thereon will be elected. However, pursuant to the Corporate Governance Guidelines, in an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation from the Board and all committees of the Board following certification of the results of the Annual Meeting by the Inspector of Elections. The Governance Committee (excluding the nominee in question if applicable) would then consider the resignation offer and make a recommendation to the Board as to whether to accept or reject the resignation. Within 90 days following certification of the results of the annual meeting of stockholders, the Board will make a final determination as to whether to accept the director’s resignation. The Board’s explanation of its decision would then be promptly disclosed in a Form8-K filed with the SEC. If a director’s resignation is rejected by the Board, the director will continue to serve for the remainder of the term for which he or she was elected and until his or her successor is duly elected, except in the event of his or her earlier death, resignation or removal. The Board believes that this voting policy promotes stability in governance by ensuring that a full slate of carefully chosen and nominated members is elected at each annual meeting of stockholders.in personat the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote thereon. Since this proposalitem is considered a “routine” matter, brokernon-votes do not arise as brokers and banks may exercise discretionary authority to vote your shares. Abstentions will have no effect on this item.in personat the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote thereon.2019;2022; and
by timely delivery of a written revocation to the Company Secretary; by submitting another valid proxy bearing a later date; or by attending the Annual Meeting ? 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 in person and giving the inspector of election notice that you intend to votevoting your shares in person.in person if you have obtained a “legal proxy”voting instruction form from your broker or bank giving you the right to vote your shares.Company?Company20182021 Annual Report Form10-K at no charge by sending a written request to Michael Cavalier, Company Secretary at Cinemark Holdings, Inc., 3900 Dallas Parkway, Suite 500, Plano, Texas 75093.http:https://investors.cinemark.comir.cinemark.com/ for free access to our corporate governance documents and our filings with the SEC, including our annual reports on Form10-K, quarterly reports on Form10-Q, current reports on Form8-K, and all amendments to these reports. The SEC also maintains a Website that contains reports, proxy and information statements and other information regarding registrants. The address of the Website iswww.sec.govwww.sec.gov.20202023 annual meeting must be in writing and received by the end of business on December 10, 20197, 2022 at our principal executive offices at 3900 Dallas Parkway, Suite 500, Plano, Texas 75093, Attention: Michael Cavalier, Company Secretary.20202023 annual meeting may do so in accordance with ourby-laws. These procedures provide that stockholders who wish to bring a proper subject of business before the 20202023 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 than120than 120 days before the anniversary date of the Annual Meeting and must be accompanied by certainthe information about the stockholder making the proposal, in accordance with ourby-laws.listed below. 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 Rule14a-8(e)) must be received no earlier than January 24, 2020,19, 2023, and no later than February 23, 202018, 2023, at our principal executive offices at 3900 Dallas Parkway, Suite 500, Plano, Texas 75093, Attention: Michael Cavalier, Company Secretary. Incorporation by Reference 20182021 Annual Report Form10-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 20182021 Annual Report Form10-K may also be obtained at the website maintained by the SEC atwww.sec.govor by visiting our website at http: https://investors.cinemark.comir.cinemark.com/ and clicking on the “Financials” tab and then on “SEC Filings.” Suite 500 By Order(a)Includes interest income, foreign currency exchange loss, equity in loss of affiliates and interest expense - NCM and excludes distributions from NCM and distributions from DCIP. (b) Includes cash distributions received from equity investees, other than those from DCIP noted above, that were recorded as a reduction of the Board of Directors,respective investment balances. These distributions are reported entirely within the U.S. operating segment.
Michael CavalierExecutive Vice President – General CounselNon-cash expense included in general and Secretaryadministrative expenses.April 8, 2019 
CINEMARK HOLDINGS, INC.3900 Dallas Parkway, Suite 500Plano, Texas 75093VOTE BY INTERNET - www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/22/2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/22/2019. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDS— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.ForWithholdFor AllTo withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
The Board of Directors recommends you vote FOR the following:AllAllExcept☐☐☐1.Election of Class III Directors:Nominees01)Benjamin Chereskin 02) Lee Roy Mitchell 03) Raymond SyufyThe Board of Directors recommends you vote FOR proposals 2 and 3.ForAgainstAbstain2.Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2019.☐☐☐3.Non-binding, annual advisory vote on executive compensation.☐☐☐NOTE:Transact such other business as may properly come before the meeting or any adjournment thereof.For address change/comments, mark here.(see reverse for instructions)☐Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrator, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)DateThursday, May 23, 2019TABLE OF CONTENTS9:00 a.m. CDT3800 Dallas ParkwayPlano, Texas 75093Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Form 10-K, Notice & Proxy Statement is/are available atwww.proxyvote.com— — — — — — — — — — — — — — — — — — — — — — — — — — — — —— — — — — — — — — — — — — — — — — —CINEMARK HOLDINGS, INC.ANNUAL MEETING OF STOCKHOLDERSThursday, May 23, 20199:00 a.m. CDTCinemark Holdings, Inc.3800 Dallas Parkway,Plano, Texas 75093This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 23, 2019The shares of stock you hold in your account as of the Record Date will be voted as you specify on the reverse side.If no choice is specified, the proxy will be voted “FOR” all Items.By signing the proxy, you revoke all prior proxies and appoint Sean 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.Address change/comments:(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)See reverse for voting instructions.
