UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN THE PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Cinemark Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Fee computed on table below per Exchange ActRules 14a-6(i)(4) and0-11.

LETTER FROM OUR CEO

WithCinemark is still a strong company operating with balance, discipline and consistency, while adapting to our current circumstances. This past year has only reinforced that aside, we believe that our key strengthCinemark has tenacity and perseverance in addition to an ability and a fundamental measurewillingness to think quickly and move nimbly as we evolve in this unpredictable, ever-changing environment.

Cinemark was one of the first theatre chains to reopen and has largely been able to remain open, government restrictions notwithstanding. At the end of the year, approximately 75% of our success is the value we create over the long-term. This value is a direct resultU.S. circuit was reopened, compared to 45% of our ability to extend and solidify our market leadership position through disciplined execution of our strategic plan of creating an extraordinary in-theatre guest experience, expanding guest-engagement and growing our circuit organically and synergistically. I take this opportunity to highlight some of our successes in 2019 as a reminder that we have built a strong foundation which will enable us to continue to build in the future.

In the spirit of long-term success, in 2019, we achieved our fifth consecutive year of record worldwide revenues and our domestic box office again outperformed the North American industry box office forindustry. Similarly, in Latin America, we had approximately 65% of our theatres operating by year-end. Our theatre teams have been proficient in executing our enhanced cleaning and safety protocols, named The Cinemark Standard. Since we began reopening in June, we have consistently received 96% guest satisfaction scores on Cinemark protecting their health and safety. Notably, we are continuing to more than cover our incremental variable costs associated with being open and are burning less cash with theatres open than we would if the fifth year in a row, exceeding the domestic industry box office for 10 outtheatres remained closed.

I am proud of the accomplishments the entire team has made over the past 11 years. Additionally,year. While we delivered 52 consecutive quarters of domestic foodwere well-positioned heading into the crisis, we have adapted the way we operate to become more efficient and beverage per cap growth and an all-time high domestic per cap. The past year’s success isnavigate the product of the dedication of talented, hard-working team members and I take immense pride in being part of this team.current environment. We are continually investing in the development ofworking diligently to remain successful and further solidify our talent pool and engaging all team members in the success ofleadership position as theatrical moviegoing resurges, which will ultimately benefit long-term stockholder value.

Lastly, our Company and in serving the interests of our stockholders.

Our Board providesBoard’s active oversight ofhas been integral to our long-term strategic goals. The Board has an ongoing commitment to create a balancedsuccess in helping management navigate the challenges and effective Boardimpacts associated with the COVID-19 pandemic with their diverse viewpoints, financial acumen and deep industry related experience that can guide management as we navigateknowledge and respond to industry changes and challenges that we face in the wake of the COVID-19 pandemic.expertise.

Thank you for your continued support, trust and investment in Cinemark. We look forward to seeing youyour participation at our Annual Meeting.

YOUR VOTE IS VERY IMPORTANT TO US. Whether or not you plan to attend the Annual Meeting, I urge you to please cast your vote as soon as possible via the Internet, telephone or mail.

Sincerely,

Mark Zoradi

Sincerely,

Mark Zoradi

Chief Executive Officer

CINEMARK HOLDINGS, INC.

3900 Dallas Parkway Suite 500

Plano, Texas 75093

NOTICE OF 2020 ANNUAL MEETING AND PROXY STATEMENT

April 10, 20202, 2021

Dear Stockholders:

Notice is hereby given that the Annual Meeting of the Company will be held on May 21, 202020, 2021 at 9:00 a.m. CDT, at our West Plano Theatre located at 3800 Dallas Parkway, Plano, TX 75093,virtually, for the following purposes:

Only stockholders of record atas of the close of business on March 26, 2020,25, 2021, set as the Record Date, will be entitled to notice of, and to vote at, the Annual Meeting.

We intend to holdFor the second consecutive year, our Annual Meeting will be conducted exclusively online via live audio webcast. Conducting the meeting virtually will again ensure stockholder access in person. However, we are actively monitoringlight of the COVID-19 pandemic and may chooseexpected ongoing uncertainty for large gatherings due to hold a virtual-only Annual Meeting should it be deemed necessary for public health or if recommended by public health officials.the COVID-19 pandemic. Stockholders will be afforded the same rights and opportunities to participate in a virtual-only Annual Meeting as they would at an in-person meeting. In the event we determine

To be admitted to hold athe virtual-only Annual Meeting, westockholders as of the Record Date must use the following link: www.virtualshareholdermeeting.com/CNK2021 and enter the 16-digit control number found on the proxy card or the voting instruction form. By logging into the website, stockholders as of the Record Date will announcebe able to vote shares electronically on all items to be considered at the changeAnnual Meeting. If a stockholder as of the Record Date has any question pertaining to the business of the Annual Meeting, it must be submitted in advance of the Annual Meeting by visiting www.proxyvote.com. Questions may be submitted until 10:59 p.m. CDT, on Tuesday, May 18, 2021. Stockholders must have their proxy cards or voting instruction forms in hand when accessing the website and provide instructions on how stockholders can participatefollow the instructions. To allow us to respond athttps://ir.cinemark.com/. We encourage you to check this website prior the Annual Meeting to the meeting if you planmaximum number of stockholders, each stockholder will be limited to attend.one question.

Those without a 16-digit control number will be admitted to the virtual-only Annual Meeting as guests, but guests will not have the ability to vote or otherwise participate.

BY ORDER OF THE BOARD OF

DIRECTORS,

Michael Cavalier

Executive Vice President — GeneralPresident-General Counsel and& Secretary

YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. Therefore, we urge you to promptly vote and submit your proxy in advance of the Annual Meeting. You can vote your shares via the Internet, by telephone, or by signing, dating, and returning the proxy card or voting instruction form. To vote via the Internet or telephone, follow the instructions included in the proxy card or the voting instruction form. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting.

The proxy statement and the 20192020 Form10-K are available at

http://materials.proxyvote.com/17243V

TABLE OF CONTENTS

GENERAL INFORMATION

SOLICITATION OF PROXIES

The Board is soliciting proxies in connection with the Annual Meeting (and any adjournment thereof) to be held virtually on May 21, 202020, 2021 at 9 a.m. CDT at the Company’s West Plano Theatre located at 3800 Dallas Parkway, Plano, TX 75093.CDT. The approximate date on which this proxy statement and the enclosed proxy are first being sent to stockholders is April 10, 2020.2, 2021.

SHARES OUTSTANDING AND VOTING RIGHTS

As of the Record Date, 117,526,711119,539,989 shares of common stock, par value $0.001 per share (Common Stock) of the Company (Common Stock) were outstanding. The Common Stock constitutes the only class of voting securities of the Company. Only stockholders of record as of the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. Holders of Common Stock are entitled to one vote for each share so held.

ITEM ONE — ELECTION OF DIRECTORSCORPORATE GOVERNANCE

BOARD COMPOSITION

OurThe majority of our Board is independent and is currently comprised of 10 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 terms of office of each class ending in successive years.

ITEM ONE — ELECTION OF THREE CLASS II DIRECTORS

ANNUAL MEETING SLATE

The terms of the current Class III directors, Mmes. Loewe and VacaMme. Antonellis and Messrs. RosenbergSepulveda and SeniorZoradi expire at the Annual Meeting. All nominees have been recommended by the Nominating and Corporate Governance Committee (Governance Committee) and nominated by the Board for election at the Annual Meeting.

Each of Mmes. Loewe and VacaMme. Antonellis and Messrs. RosenbergSepulveda and SeniorZoradi has consented to be nominated forre-election 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 20232024 annual meeting of stockholders. At this time, we have no reason to believe that any nominee will be unable or unwilling to serve if elected. However, should any of them become unavailable or unwilling to serve before the Annual Meeting, your proxy card authorizes us to vote for a replacement nominee if the Board names one.

Set forth below are each nominee’s name, age as of our Annual Meeting date, principal occupation, business experience, and director positions held during the past five years. We also discuss the qualifications, attributes, and skills that led our Board to nominate each for election as a Cinemark director. The Governance Committee and the Board believe that the qualifications, skills, experience and attributes of the nominees support the conclusion that these individuals are qualified to continue to serve on the Board and they collectively possess a variety of skills, professional experience, and diversity of backgrounds allowing them to effectively oversee the Company’s business.

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Nominees for Class I Directors

Term Expiring 2023

							10

Continuing Class III Directors

Term Expiring 2022

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CORPORATE GOVERNANCE

Cinemark is committed to applying sound corporate governance and leadership principles and practices. The Board has adopted a number of policies to support the Company’s values and good corporate governance, which are important to the success of the Company’s business, in advancing stockholder interests and for effective Board oversight of management. Some of the key Board governance features are as follows:

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NOMINATIONS FOR ELECTION TO THE BOARD LEADERSHIP STRUCTURE

We believeOur Governance Committee is responsible for identifying and recommending director candidates to our Board for nomination. This is an ongoing process through which the Board has added three new directors – Mmes. Antonellis and Loewe and Mr. Zoradi - since 2015. These directors have not only added to the Board’s portfolio of skills in finance, accounting, leadership experience and industry knowledge but have also particularly supplemented the experience in the information technology and cybersecurity areas.

Although the Board retains ultimate responsibility for approving candidates for election, the Governance Committee conducts the initial screening and evaluation. The Governance Committee has not established any minimum qualifications that must be met by a key factordirector candidate or identified any set of specific qualities or skills that it deems to be mandatory. Based on the director qualifications discussed under Board Diversity and Director Qualifications, the Governance Committee’s goal is to maintain a mix of different viewpoints such that the Company benefits from the fresh perspectives brought by new directors and the institutional knowledge and industry insights of directors having longer experience on our Board. The Governance Committee’s policy regarding consideration of potential director nominees acknowledges that choosing a director is dependent upon a number of subjective and objective criteria many of which are difficult to categorize. The Governance Committee considers candidates recommended by current directors, management, third party search firms engaged by the Governance Committee, and stockholders. Under the director nomination agreement which we entered into on April 9, 2007 with certain of our then current stockholders (Director Nomination Agreement), the Mitchell Investors (as defined in the Director Nomination Agreement) have a company’s performanceright to designate two nominees to the Board. Mr. Sepulveda is a leadership structure that provides a balance between independent oversight by an engaged Board andday-to-day operations by management to implement the Company’s strategic vision. To achieve this balance, we have split the rolesnominee of the ChairmanMitchell Investors. All candidates, including candidates recommended by stockholders, are evaluated on the basis of the same criteria. Stockholders who wish to recommend a candidate to the Governance Committee or submit nominees for election at the 2022 annual meeting should follow the instructions on page 74.

BOARD LEADERSHIP

Lead Independent Director

Mr. Sepulveda serves as the Board’s Lead Independent Director (Lead Director). The Lead Director has the authority to preside at all meetings 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 ofat which the Chairman is not present, including executive sessions 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:

DIRECTOR INDEPENDENCE

We comply with the independence requirements of the New York Stock Exchange (NYSE) listing standards. In early 2019, our Board, in coordination with our Governance Committee, and assistance of the Company’s legal counsel, evaluated the relevant relationships between each director (and his or her

			1520

non-management directors and has the authority to call meetings of the non-management directors. The Lead Director serves as principal liaison between the non-management directors and Company management. In consultation with the Chairman and the CEO, the Lead Director approves meeting schedules and agendas and the information provided to the Board. If requested by stockholders and as appropriate, the Lead Director will also be available, as the Board’s liaison, for consultation and direct communication.

Separation of Chairman and CEO Roles

Although 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 CEO roles allows us to develop and implement corporate strategy that is consistent with the Board’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. His in-depth knowledge of the motion picture industry for more than five decades and his long-standing relationships within the industry provide the Board an invaluable resource and leadership particularly in the area of strategic initiatives, including evaluating new diversification and growth opportunities.

The Board believes that its leadership structure is appropriate for Cinemark. Through the role of the Lead Director, the independence of the Board’s standing committees, and the regular use of executive sessions of the non-management directors, the Board is able to maintain independent oversight of risks to our business, our long-term strategies, annual operating plan, and other corporate activities. These features, together with the 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. Zoradi separately bring to the table.

BOARD INDEPENDENCE

The majority of our Board is independent with 7 out of 10 directors being independent. We comply with the independence requirements of the New York Stock Exchange (NYSE) listing standards. The test for independence under 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 membersmember is, or has been within the last three years, an executive officer of the Company;

2.            has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company (other than director and affiliates).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; or

5.            is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

			21

The Board in coordination with our Governance Committee, and assistance of the Company’s general counsel, followed the NYSE bright-line tests and considered the transactions reported under the Certain Relationships and Related Party Transactions to determine the independence of the Board 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) Messrs. Mitchell and Syufy are not independent due to their transactions with the Company exceeding $120,000 annually, (d) Messrs. Mitchell and Zoradi are not independent because they are employees of the Company, (e) each of Mmes. Antonellis and Loewe and Messrs. Rosenberg and Sepulveda meet all applicable requirements for membership in the Audit Committee, (f) Ms. Loewe and Mr. Sepulveda 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.

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 or pre-approved by the Audit Committee, management shall promptly notify the Chair of the Audit Committee who shall submit such related party transaction to the full Audit Committee for approval or ratification, if the Audit Committee determines that such transaction is fair to the Company. If management, in consultation with our CEO, CFO or General Counsel determines that it is not practicable to wait until the next Audit Committee meeting, the Chair of the Audit Committee has been delegated the authority to review, consider and approve any such 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.

The Company has the following related party transactions with Mr. Mitchell and Mr. Syufy.

Laredo Theatre

We manage theatres for Laredo Theatre, Ltd., (Laredo). We are the sole general partner and own 75% of the limited partnership interests of Laredo. Lone Star Theatres, Inc. (Lone Star) owns the remaining 25% of the limited partnership interests in Laredo and is 100% owned by Mr. David Roberts, Lee Roy Mitchell’s son-in-law. 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 $0.15 million of management fee revenue from Laredo during 2020. As the sole general partner and the Governance Committee consideredmajority limited partner of Laredo, we control the transactions reported underaffairs of the Certain Relationshipslimited partnership and Related Party Transactions on page 57have 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 followed the NYSE bright-line tests to determine independence:corresponding logos and insignias in Laredo, Texas.

2.

has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company (other than director and committee fees and pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service); 22

Copper Beech LLC

Effective September 2, 2009, Cinemark USA, Inc. (CUSA), a wholly-owned subsidiary of the Company, entered into an Aircraft Time Sharing Agreement (Aircraft Agreement), with Copper Beech Capital, LLC, a Texas limited liability company (Operator), for the use of an aircraft and flight crew on a time sharing basis. Lee Roy Mitchell, our Chairman of the Board, and his wife, Tandy Mitchell own the membership interests of the Operator. Prior to the execution of the Aircraft Agreement, the Company had an informal agreement with the Operator to use, on occasion, a private aircraft owned by the Operator. The private aircraft is used by Mr. Mitchell and other executives who accompany Mr. Mitchell to business meetings for the Company. The Aircraft Agreement specifies the maximum amount that the Operator can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and flight crew. The Company pays the Operator the direct costs and expenses related to fuel, pilots, landing fees, storage fees, insurance obtained for the specific flight, flight planning, weather contract services and expenses such as in-flight food and beverage services and passenger ground transportation incurred during a trip. For 2020, the aggregate amounts paid to Copper Beech LLC for the use of the aircraft was approximately $10,000.

FE Concepts, LLC

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 operates 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. The Company has a theatre services agreement with FE Concepts under which the Company receives management fees for providing film booking and equipment monitoring services for the facility. The Company recorded $0.34 million of management service fees during the year ended December 31, 2020.

Family Relationships

Walter Hebert III, brother-in-law of Mr. Mitchell, is the Executive Vice President – Purchasing of the Company. Mr. Hebert received a total compensation of $519,860 for 2020. Such amount included base salary of $244,624, fair market value of annual restricted stock grant of $114,980, cash value of retention grant of $43,122, cash value of bonus equity of $86,240, and all other compensation of $30,894.

Tandy Mitchell, wife of Mr. Mitchell, participated in the voluntary workforce reduction program and is no longer an employee of the Company. Ms. Mitchell’s compensation for 2020 was $145,875.

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 2020, we paid approximately $24 million in rent for these leases. Since 2019, we began providing digital equipment support to drive-in theatres owned by Syufy Enterprises. We recorded $0 of management fees related to these services during 2020.

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.

		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; 23

BOARD DIVERSITY AND DIRECTOR QUALIFICATIONS AND BOARD DIVERSITY

Our Corporate Governance Guidelines contain Board membership criteria principallywhich are set as broad tenets rather than as specific weighted criteria. To carry out its responsibilities and set the appropriate tone at the top, our Board is keenly focused on its leadership structure, and the character, integrity, and qualifications of its members. Our directors have a proven record of accomplishment and an ability to exercise sound and independent judgment in a collegial manner.

Our Board does not have a formal diversity policy. It broadly construes diversity to mean diversity of backgrounds, experience, qualifications, skills, age and expertise, among other factors, which when taken

			16

The following chart summarizes the core competencies of each director.

Skill/Experience Matrix

Experience

Director

Financial Literacy

✓

✓

✓

✓

✓

✓

✓

✓

Financial Management/Corporate Finance

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Accounting and Financial Oversight/Enterprise Risk Management

✓

✓

✓

✓

✓

Corporate Governance

✓

✓

✓

✓

✓

Independence

✓

✓

✓

✓

✓

✓

✓

CEO Experience

✓

✓

✓

✓

✓

✓

Non-CEO Executive Experience

✓

✓

✓

✓

✓

Industry Knowledge

✓

✓

✓

✓

✓

Mergers and Acquisitions

✓

✓

✓

✓

Other Public Company Board Service

✓

✓

✓

✓

✓

✓

✓

✓

Leadership

✓

✓

✓

✓

✓

✓

✓

✓

Strategic Vision and Planning

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Information Technology and Cybersecurity

✓

✓

NOMINATIONS FOR ELECTION TO THE BOARD OVERSIGHT OF RISK

Throughout 2020, governance and risk management played a critical role in our response to the COVID-19 pandemic. As we confronted the challenges to our industry, we implemented operational teams to oversee daily decision-making to ensure our actions remained consistent with our priorities and in compliance with government mandates. The Board played a pivotal oversight role in our business continuity planning and execution in the face of the pandemic and oversaw the management by our executive team of risks related to continuing business operations, industry, financial controls, liquidity, employee retention, health and safety and IT operations.

Our Governance Committee is responsible for identifying and recommending director candidates to our Board for nomination. Thisbelieves that risk management is an ongoing process through whichimportant part of establishing, updating and executing Cinemark’s business strategy. The Board, as a whole and at the committee level, has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations and the financial condition and performance of the Company. The Board focuses its oversight on the most significant risks facing the Company and on the processes that the Board has added three new directors – Mmes. Vaca, Antonellisestablished to identify, prioritize, assess, manage and Loewe - since 2014. These directors have not only addedmitigate those risks.

Annually, and if needed more frequently, the Board reviews and considers Cinemark’s long-term strategic plan and its annual financial and operating plan. The Board and its committees also receive regular reports from members of senior management on areas of material risk to the Board’s portfolio of skills in finance, accountingCompany, including strategic, operational, financial, legal and leadership experience but have also supplementedregulatory risks. While the experience inBoard has an oversight role, management is principally tasked with direct responsibility for managing and assessing the information technologyrisks and cybersecurity areas.implementing processes and controls to mitigate their effects on the Company.

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AlthoughThe Board’s leadership structure, with a Lead Director, separate Chairman and CEO, independent Board standing committees, the Board retains ultimate responsibility for approving candidates for election, the Governance Committee conducts the initial screening and evaluation. The Governance Committee has not established any minimum qualifications that must be met by a director candidate or identified any setactive participation of specific qualities or skills that it deems to be mandatory. Based on the director qualifications discussed previously, the Governance Committee ensures to maintain a mix of different viewpoints such that the Company benefits from the fresh perspectives brought by new directors and the institutional knowledge and industry insights of directors having longer experience on our Board. The Governance Committee’s policy regarding consideration of potential director nominees acknowledges that choosing a director is dependent upon a number of subjective and objective criteria many of which are difficult to categorize.

The Governance Committee considers candidates recommended by current directors, management, third party search firms engaged by the Governance Committee, and stockholders. Under the director nomination agreement which we entered into on April 9, 2007 with certain of our then current stockholders (Director Nomination Agreement), currently only the Mitchell Investors (as definedcommittees in the Director Nomination Agreement) have a right to designate two nomineesoversight of risk, and open communication with management support the risk oversight function of the Board. Each committee has risk oversight responsibilities and provides regular reports to the Board. All candidates, including candidates recommended by stockholders, are evaluated on the basis of the same criteria. Stockholders who wish to recommend a candidate to the Governance Committee or submit nominees for election at the 2021 annual meeting should follow the instructions on page 63.

BOARD’S ROLE IN RISK OVERSIGHT

Our business exposes us to multiple risks, among others - strategic, credit, market, regulatory and operational risks. As an integral part of its oversight function, the Board oversees the material risks facing the Company. However, while it recognizes the importance of an effective risk oversight to the fulfillment of its fiduciary duties to our stockholders, it believes thoughtful risk taking is a critical component of innovation and effective leadership. It also recognizes that imprudently accepting risk or failing to appropriately identify and mitigate risks could negatively impact our business and stockholder value. The Board, therefore, seeks to foster a risk-aware culture by encouraging thoughtful risk taking in pursuit of the Company’s objectives.

The Board exercises this oversight both directly and indirectly through its three standing committees – Audit, Governance and Compensation committees, as well as through two additional committees – Strategic Long-Range Planning and New Ventures committees. Each committee is delegated responsibility for specific risks. See Section onBoard Committees below for detailed discussion on each of the standing committees. As regards the additional committees, 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 and 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.

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 management’s identification, assessment and mitigation strategies for critical risks. Our risk management process is designed to provide comprehensive, integrated oversight and management of risk, as well as to facilitate transparent identification and reporting of key business issues to senior management, appropriate Board committees and the Board as a whole. Our risk governance structure is as follows:

18		BOARD OF DIRECTORS Oversight of overall risks. Oversight of the Company’s risk management and risk mitigation processes.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

As stated in our Corporate Governance Guidelines, any Company stockholder or other interested party who wishes to communicate with thenon-management directors as a group may direct such communications by writing to the:

Company Secretary

Cinemark Holdings, Inc.

3900 Dallas Parkway Suite 500

Plano, TX 75093

The communication must be clearly addressed to the Board or to a specific director. If a response is desired, the individual should also provide contact information such as name, address and telephone number.

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The Company understands that continuous engagement with its employees is vital to driving successful, meaningful outcomes. To foster a corporate culture of transparency and collaboration, senior management conducts regular “town-hall” style meetings with employees to share, among other matters, Company performance, business conditions and market challenges, and respond to employee concerns through question-and-answer sessions. These meetings were particularly important during 2020 to keep our employees informed of the impact of the pandemic on our Company and our business, status of the industry and that of the theatre reopenings. It also promoted motivation and boosted morale. We also conduct employee satisfaction surveys that provide actionable feedback from employees to management. The survey responses are anonymous, measure employee satisfaction, and solicit honest feedback. We also conduct annual performance reviews with bi-annual check-ins for all full-time employees, during which employees and managers address goals, developmental opportunities, strengths, and weaknesses. These reviews facilitate productive conversations across the organization and an open feedback culture.

In recognition and gratitude for our moviegoing communities, we strongly encourage team members to give back to the community. For the past several years, we have held annual service days for team members. We are a proud long-term corporate partner with charities such as Variety the Children’s Charity, Will Rogers Motion Pictures Pioneers Foundation and St. Jude Children’s Research Hospital and host an annual golf tournament to raise funds for selected charities.

CORPORATE GOVERNANCE POLICIES AND CHARTERS

The following documents make up our corporate governance framework: