INFORMATION REQUIRED IN THE PROXY STATEMENT
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☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Dear Fellow Stockholders: | | |  |
We welcome you to join us at our
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The theatrical exhibition industry | |
Cinemark was onethe state of the first theatre chains to reopenvirus, consumer sentiment and has largely been able tocontent flow are all highly encouraging. As we look ahead, we remain open, government restrictions notwithstanding. Atoptimistic about the endfuture of the year, approximately 75% of our U.S. circuit was reopened, compared to 45% of the North American industry. 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 cleaningtheatrical moviegoing 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 theatres remained closed.
I am proud of the accomplishments the entire team has made over the past year. While we were well-positioned heading into the crisis, we have adapted the way we operate to become more efficient and navigate the current environment.Cinemark. We are working diligently to remain successful and further solidify our leadership position as theatrical moviegoing resurges, which will ultimately benefit long-term stockholder value.
Lastly, our Board’s active oversight has been integral to ourourselves for ongoing success in helping management navigate the challengesevolving media landscape and impacts associated with the COVID-19 pandemic with their diverse viewpoints, financial acumento deliver long-term value for our shareholders, guests, communities, and deep industry knowledge and expertise.
employees.
| | | 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 |
| 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 stockholders
For
To be admitted to the virtual-only Annual Meeting, stockholders as of the Record Date must usewebcast by using the following link: www.virtualshareholdermeeting.com/CNK2021CNK2022 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 be able to vote shares electronically on all items to be considered at the Annual Meeting.
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-General Counsel & Secretary
| | | BY ORDER OF THE BOARD OF DIRECTORS, | |
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| | | Michael Cavalier Executive Vice President-General Counsel & Business Affairs |
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2020 (20202021 (2021 Form 10-K) as filed with the Securities and Exchange Commission (SEC) on February 26, 202125, 2022 for Cinemark Holdings, Inc. (Company, Cinemark, we or us). You should read the proxy statement and the 20202021 Form 10-K before voting.MEETING DATETIMERECORD DATE20, 202119, 202220212022
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HOW TO VOTE Please act as soon as possible to vote your shares, even if you plan to attend the Annual Meeting in person or online. If you are a beneficial stockholder, your broker will NOT be able to vote your shares with respect to non-routine matters unless you have given your broker specific instructions to do so. If you are a stockholder of record, you may vote via the Internet, by telephone, or, if you have received a printed version of these proxy materials, by mail. For more information regarding voting, see “Questions and Answers About the Annual Meeting and Voting” beginning on page | |
|  In Person | | |  Internet | | |  Phone | | |  Mail | | ||||||
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| | VOTE ONLINEat www.proxyvote.com You may also attend the Annual Meeting online to vote at www.virtualshareholdermeeting.com/ BY PHONEby calling the applicable number. For stockholders of record: (800) 690-6903 For beneficial owners: the telephone number on your voting instruction form. For online and phone voting, you will need the 16-digit control number on your proxy card or voting instruction form. BY MAIL | | |||||||||||||||||
| | ATTEND THE ANNUAL MEETING LOGISTICS | | |||||||||||||||||
| | • Attend the Annual Meeting in person or online at www.virtualshareholdermeeting.com/ CNK2022 | | |||||||||||||||||
| | • The Annual Meeting will begin at 9:00 a.m. CDT, with log-in for those attending online beginning at 8:45 a.m., on Thursday, May | | |||||||||||||||||
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| | | 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. | |
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VOTING ROADMAP
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See page | | | The Board recommends a vote FOReach nominee | |||||||||
Name | | | Independent | | | Director Since | | | Board Committees | |||
Benjamin Chereskin President of Profile Capital Management LLC Former Managing Director and Member of Madison Dearborn Partners LLC | | ✔ | | 2004 | | | • Compensation | • Strategic Planning | ||||
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Lee Roy Mitchell Executive Chairman of the
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Ray Syufy Chief Executive Officer Syufy Enterprises, Inc. | | |
X | | | 2006 | |
• Strategic
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Sean Gamble Chief Executive Officer
| | | X | | | 2022 | | • None |
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 | Ratify Deloitte | ||||||||||||||
See page | | | The Board recommends a vote FOR this item | ||||||||||||
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| | | Independent firm with reasonable fees and significant financial reporting expertise | ||||||||||
| | | ❖ | | | Deloitte | ||||||||||
| | | ❖ | | | Audit Committee | ||||||||||
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 | Non-binding, annual advisory vote on our executive compensation program | ||||||||||||||
See page | | | The Board recommends a voteFOR this item | ||||||||||||
| | | ❖ | | | Annual say-on-pay vote | ||||||||||
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| | | 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 | ||||||||||
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In February 2020, we reported our 2019 performance which wasIN 2021
We temporarily closed all our theatres in the U.S. and Latin America effective March 17, 2020 and March 18, 2020, respectively, to comply with COVID related government mandates. In conjunction with the temporary closureproactive execution of our theatres, we implemented various cash preservation plans such as reducing personnel and base salary, limiting non-essential operating and capital expenditures, suspending our quarterly dividend, and negotiating modified timing and/or abatement of contractual payments with landlords and other major suppliers until theatre reopenings. While we had reopened 217 of our domestic theatres and 129 of our international theatres as of December 31, 2020, we continue to work aggressively to navigate through the crisis. The demonstrated leadership of our global management team, led by Chairman and founder Lee Roy Mitchell and Chief Executive Officer (CEO) Mark Zoradi, in steering the Company during the pandemic is a testament to the team’s abilities and effectiveness as faithful stewards of the Company.
Listed below are some of the highlights of our achievements during 2020:
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We also continued to be a leader in the industry, developing innovative ways of bringing our customers back to the movies and working closely with our peers and partners to reignite the movie exhibition business.strategic initiatives. Some of the wayssignificant accomplishments we achieved during the year that are aligned with our key priorities include:
Our strengthmoviegoing 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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2020 Base Salary Approved Actual Base Salary Received Due to Percentage Loss of Base Lee Roy Mitchell Mark Zoradi Sean Gamble Michael Cavalier Valmir Fernandes Name Target Cash Bonus (Percentage of Base Salary) Expected Target Cash Actual Cash Target Long-term Equity (Percentage of Base Salary) Split Between Performance-based and Time-based Awards Name Loss in Pay Amount Fair Market Value of Lee Roy Mitchell Mark Zoradi Sean Gamble Michael Cavalier Valmir Fernandes Name Projected Target Fair Market Value of Bonus Lee Roy Mitchell Mark Zoradi Sean Gamble Michael Cavalier Valmir Fernandes 6, 2022. In December 2021 the Board expanded the size of the Board by one member effective as of January 1, 2022. The vacancy was filled by appointing Sean Gamble as a Class III director. 2004 63 • Strategic planning and finance growth opportunities 85 59 54 ; Audit Committee 63 78 50 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 director candidate or identified any set of specific qualities or skills that it deems to be mandatory. 63. non-management directors and has the authority to call meetings of the non-management directors. The Lead Director director: The Board, in coordination with our Governance Committee, and assistance of the Company’s general counsel, Copper Beech LLC $23,000. 2021. Consulting Agreement, Mr. Hebert received an additional $122,081 during 2021. 2021. The Board’s leadership structure, with a Lead Director, separate Chairman and CEO, independent Fifth Amended and Restated Corporate Governance Guidelines; Second Amended and Restated Charter of the Audit Committee (Audit Committee Charter); Second Amended and Restated Charter of the Governance Committee (Governance Committee Charter); Name Audit Compensation Governance Strategic Planning Darcy Antonellis Benjamin Chereskin Nancy Loewe Lee Roy Mitchell Steven Rosenberg Enrique Senior Carlos Sepulveda Raymond Syufy Nina Vaca Mark Zoradi Number of Committee Meetings Held During 2020 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 and non-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. The Audit Committee meets on a quarterly basis with Company management and Deloitte Fees 2020 2019 Audit Audit Related Tax(1) Other Total (1) Fees primarily include transfer pricing studies and tax compliance services. tax compliance services. 5
Environmental and Social PracticesOur corporate social responsibility practices are designed to help position Cinemark as an employer of choice to our existing and prospective employees, and a partner of choice in our communities. Though our practices are broad and will evolve over time, we are focused on our people and culture, community outreach and support, and environmental stewardship. Highlights of our current practices in these areas are described below. 6
72020 Compensation HighlightsExecutive compensation for 2020 was set by the Compensation Committee in February 2020, following Cinemark’s outstanding performance in 2019, and prior to the onset of the global COVID-19 pandemic. Given high stockholder approval, at 96%, for the Company’s executive compensation practices in 2019, the Compensation Committee did not make any material changes to the 2020 executive compensation program.The business environment for our Company drastically changed beginning mid-March, with the start of the pandemic. This resulted in significant impacts on our employee compensation. Some of these effects were management implemented Company-wide base salary reductions for a period of approximately five months, negation of the Company’s short-term and long-term performance-metrics which determine a significant portion of our executive compensation payout, loss of dividend income, and loss of cash value of equity awarded as long-term incentive compensation due to depressed price of our Common Stock. Many members of our management team, including the named executive officers (NEOs), opted for deeper base salary reductions than was mandatory, with Messrs. Mitchell and Zoradi declining any base salary for four and two months, respectively. Our Board members also opted to forego their cash retainers for the second quarter of 2020.Despite the very challenging business conditions, Cinemark has demonstrated its resilience, innovation and leadership as it has navigated the pandemic. This was possible because of the strategic leadership of our executive management team and incredible hard work and dedication of all our employees. Therefore, to retain, motivate and reward employees for their performance, and to compensate them for their lost pay, the Compensation Committee made certain discretion-based decisions through the year regarding equity awards and vesting. These decisions followed our core compensation objectives and served the best interests of the stockholders by ensuring the Company’s continued operation, innovation, and strategic leadership, while preserving cash and leveraging certain compensation related relief provided by COVID related legislation. The table below tracks the compensation events of 2020, both as part of the annual process as well as those driven by the pandemic. MonthAll Employees CEO/Other NEOs/Board Members Annual Grant February• Compensation Committee approves, for the first-time, time-based restricted stock grant with 1-year vest for all corporate employees and certain field employees, who are not typically covered under the annual grant cycle (E20 Grant); annual grant cycle for covered employees, domestic and international • Compensation Committee approves 2020 base salary, cash bonus percentage, target incentive compensation for all NEOs as part of the annual grant cycle• Compensation Committee sets Company targets for performance metrics for 2020IMPACT OF COVID-19 ON EMPLOYEE COMPENSATIONBase Salary Reductions To April • 20% for furloughed employees• 65% for non-furloughed corporate employees• 50% for all theatre general managers• 30% to 60% for international employees, percentage varying by country• Retention grant of time-based restricted stock for small group of critical employees• 50% for all NEOs• Board members opt to receive no cash retainer for the second quarterFurther Base Salary Reductions To May• 50% for non-furloughed corporate employees• Annual grant cycle for theatre general managers• 0% for Messrs. Mitchell and Zoradi• 20% for Messrs. Gamble, Cavalier and Fernandes8 MonthAll EmployeesCEO/Other NEOs/Board MembersBase Salary Reinstatement To July• 80% for non-furloughed corporate employees and field employees• 0% for Mr. Mitchell• 50% for Mr. Zoradi• 80% for Messrs. Gamble, Cavalier and FernandesRetention Equity Grant AugustCompensation Committee approves retention grants of restricted stock for all corporate employees, including NEOs (except Mr. Mitchell), and theatre general managers. The restricted stock will vest 100% in August 2022Base Salary Reinstatement To September• All corporate employees, including all NEOs, and theatre general managers of theatres reopened, begin receiving 100% of base salary; theatre general managers of theatres closed continue to receive 80% of base salary; international employees begin receiving 80% of base salary• Board members begin receiving cash retainersBonus Equity Grant and Accelerated Vests December• Compensation Committee approves a stock bonus grant to all domestic bonus-eligible employees. The shares of Common Stock vested immediately for all grantees except for the NEOs for whom the shares are restricted with a one-year vest.• Compensation Committee approves accelerated vest of restricted stock scheduled to vest on or before May 2021, and certified performance shares due to vest in February 2021 for all domestic granteesThe following summary provides an overview of the executive compensation set in February 2020 and how it was impacted by the compensation decisions described above. For a detailed discussion, see Compensation Discussion and Analysis (CD&A) beginning on page 35.Base Salary:As part of the annual compensation review, in February 2020, the Compensation Committee made adjustments to the base salaries of the NEOs on the basis of factors such as market comparables, executive’s evolving role within the Company and retention. The 2020 base salaries that were set in February 2020 including the variances from 2019, and the actual base salaries earned by the NEOs during 2020 with the percentage loss due to the COVID related pay reductions were as follows:Name Change from
2019
COVID-19
Salary Due to Base
Salary Reductions $ 1,020,001 Up 2.0% $ 589,394 42.2% $ 1,100,000 No change $ 740,632 32.7% $ 660,000 Up 5.6% $ 521,435 21.0% $ 555,012 Up 2.8% $ 440,923 20.6% $ 555,012 Up 2.8% $ 441,633 20.4% 9Cash Bonus:In February 2020, the Compensation Committee set (i) the target cash bonus opportunity as a percentage of base salary for each NEO and (ii) the Adjusted EBITDA target for purposes of determining the annual cash bonus payout for the year.Mr. Gamble’s target opportunity was raised from 90% for 2019 to 100% for 2020 based on market norms, internal pay equity and his increased role and responsibilities within the Company. The cash bonus target opportunities for Messrs. Mitchell, Zoradi, Cavalier and Fernandes remained the same as 2019.The Adjusted EBITDA targets for the cash bonus payouts were set at $542 million for domestic, $104 million for international and $646 million for worldwide results. Given the devastating impact of the COVID-19 pandemic on our Company, including circuit-wide closures both in the U.S. as well as in Latin America for a significant part of the year, the Company could not meet the Adjusted EBITDA targets. Consequently, at year-end the Compensation Committee did not approve any cash bonus payouts for 2020. However, the Compensation Committee made discretion-based equity awards equal in value to a certain percentage of the bonus-eligible employee’s cash bonus target (Bonus Equity Grant). See discussion under Discretion-based Incentive Awards Due to the Impact of COVID-19 for details regarding the Bonus Equity Grant.The individual targets (as a percentage of base salary) for 2020 and 2019, expected target cash bonus for the year as set in February 2020 for each NEO, and the actual cash bonus earned for 2020 by each NEO was as follows:
Bonus for 2020
Bonus Received 2020 2019 Lee Roy Mitchell 100% 100% $ 1,020,001 $ 0 Mark Zoradi 125% 125% $ 1,375,000 $ 0 Sean Gamble 100% 90% $ 660,000 $ 0 Michael Cavalier 90% 90% $ 499,511 $ 0 Valmir Fernandes 90% 90% $ 499,511 $ 0 Long-term Incentive Compensation:Consistent with our compensation philosophy of driving performance, in February 2020, the Compensation Committee raised the target values of the long-term equity incentive compensation for Messrs. Zoradi and Gamble. These calibrations were deemed appropriate based on market comparables and the roles of these executives as the principal architects and drivers of the Company’s strategic growth.The split between performance-based and time-based awards remained the same as in 2019 for all NEOs.The target values of the long-term equity compensation for each of the NEOs for 2020 as compared to 2019 and the split between the performance-based and time-based awards were as follows:Name 2020 2019 Lee Roy Mitchell N/A N/A N/A N/A Mark Zoradi 400% 275% 75% 25% Sean Gamble 180% 175% 60% 40% Michael Cavalier 150% 150% 60% 40% Valmir Fernandes 125% 125% 60% 40% Discretion-based Incentive Awards Due to the Impact of COVID-19:The Company’s business performance metrics for 2020 were severely impacted, beyond predictability or control, by the COVID-19 pandemic. However, the Company demonstrated its resilience and leadership through exceptional organization, strategic planning and execution of operational efficiencies and business innovations that allowed it to10evolve and persevere in an unpredictable, ever-changing environment. To ensure the Company’s continued performance and recovery during uncertain and challenging business conditions, the Compensation Committee made certain discretion-based equity related decisions for purposes of employee retention, motivation and reward for performance, dedication and their hard work during the pandemic. These discretion-based decisions allowed the Company to appropriately address the above needs while preserving cash and leveraging certain compensation related relief provided by COVID related legislation. None of the discretion-based decisions were exclusive to the NEOs but were applicable to larger groups of employees based on the nature of the grant.The discretion-based compensation decisions were as follows:Retention Equity Grant: In April, the Compensation Committee approved time-based restricted stock grants to a small group of critical employees who management believed were essential to manage the sudden business crisis brought about by the pandemic. The NEOs did not receive any retention grant in April.In August, the Compensation Committee again reviewed employee retention concerns with management in light of significant loss of cash compensation due to salary reductions over approximately five months, potential loss of cash bonus payout for the year for bonus-eligible employees, reduction in the value of our Common Stock due to depressed stock price and the loss of dividend income. To address concerns regarding the prolonged and continued impact of COVID-19 on the industry and the Company, the Compensation Committee deemed it to be in the Company’s best interest to review certain options to address the base salary loss of all employees without impacting the Company’s cash reserves. Based on this review, the Compensation Committee determined that it would be prudent to utilize time-based restricted stock as an effective retention tool (Retention Equity Grant). All corporate employees, including the NEOs, and theatre general managers received Retention Equity Grants. The values of the Retention Equity Grants were calculated using base pay multipliers corresponding to the pay grades of the employees. Mr. Mitchell did not receive any Retention Equity Grant.The Retention Equity Grants will vest 100% in August 2022. The respective loss in pay and the estimated fair market value of the Retention Equity Grant for each NEO was as follows:
Restricted Shares
@Grant Date N/A N/A $ 359,368 $ 329,997 $ 138,565 $ 138,596 $ 114,089 $ 116,549 $ 113,379 $ 116,549 See Grants of Plan-Based Awards in 2020 table on page 57 for the number of shares granted to the NEOs as Retention Equity Grant.Bonus Equity Grant: In December, the Compensation Committee determined there would be no cash bonus payouts for 2020, but it also recognized the Company’s achievements, employee performance and strong management leadership in an exceptionally difficult business environment. Therefore, to compensate employees for their performance while preserving liquidity, the Compensation Committee made the discretion-based decision to award equity. The Compensation Committee believes the Bonus Equity Grant appropriately serves the long-term interests of the stockholders in terms of rewarding employees for performance and motivating and retaining them for continued value creation. Under the Bonus Equity Grant program, all bonus-eligible employees received immediately vested shares of Common Stock, the value of which was based, depending on the employee’s performance, within a range of 75% to 90% of the individual’s target cash bonus. The shares awarded under the Bonus Equity Grant vested immediately for all grantees, except for the NEOs for whom the award was time-based restricted stock grants with a vest period of one year from the date of grant. The NEOs (including Mr. Mitchell) received a stock grant with a fair market value of 75% of each of their respective target cash bonus opportunity. The Bonus Equity Grants for the NEOs will vest in December 2021.11The projected cash bonus target set in February 2020 and the fair market value of the Bonus Equity Grant for each NEO was as follows:
Cash Bonus as Set In
February 2020
Equity Grant @75% of
Individual Target $ 1,020,001 $ 764,998 $ 1,375,000 $ 1,031,239 $ 660,000 $ 494,990 $ 499,511 $ 374,618 $ 499,511 $ 374,618 See Grants of Plan-Based Awards in 2020 table on page 57 for the number of shares granted to the NEOs as Bonus Equity Grant.Accelerated Vests: In December, in addition to the Bonus Equity Grant, the Compensation Committee decided to accelerate the vests of certain equity awards granted in 2017 and 2019. These accelerated vests were deemed to be in the best interest of the Company as they provided employees with an additional source of compensation at year-end which helped motivate and reward employees for their performance while conserving cash and allowing the Company to leverage certain compensation related relief provided by COVID related legislation. The accelerated vests were as follows:A.All time-based restricted shares that were due to vest on or before May 2021, were accelerated to vest in December 2020. This decision impacted all employees, included those who received restricted shares for the first time in February 2020. See table on page 8. For the NEOs, these restricted shares were (i) the remaining 50% of the restricted shares granted in February 2017 and (ii) 50% of the restricted shares granted in February 2019.B.Performance-based restricted stock units granted in 2017 (2017 RSU) to all NEOs and certain other key employees, were also accelerated to vest in December 2020. The 2017 RSUs were certified by the Compensation Committee in February 2019 to vest at 96% of target and were due to vest in February 2021 after the satisfaction of the additional two-year service period.See Stock Option Exercises and Stock Vested in 2020 table on page 60 for number of shares of Common Stock realized upon vesting of all long-term incentive compensation during 2020. See Beneficial Ownership Table on page 68 for the total ownership numbers as of December 31, 2020.Certification of the 2019 and 2020 performance-based awards: In February 2021, the Compensation Committee evaluated the impact of the pandemic on the Internal Rate of Return (IRR), the metric used to determine the vest of the performance-based equity compensation granted in February 2019 and 2020 (2019 and 2020 RSU Grants). Given the projected continuation of the macroeconomic conditions through 2021 and beyond, and the uncertain timing as to the recovery of our industry to a pre-COVID state, the Compensation Committee made a discretion-based decision to certify the vest of the 2019 and 2020 RSU Grants at target. See page 50 for a summary of other 2021 compensation related decisions.12 20, 2021 19, 2022 at 9 a.m. CDT. The approximate date on which this proxy statement and the enclosed proxy are first being sent to stockholders is April 2, 2021.119,539,989121,178,172 shares of common stock, par value $0.001 per share (Common Stock) of the Company 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. 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 terms of office of each class ending in successive years.IIIII directors, Mme. AntonellisMessrs. Chereskin, Mitchell, Syufy and Messrs. Sepulveda and ZoradiGamble 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.Mme. AntonellisMessrs. Chereskin, Mitchell, Syufy and Messrs. Sepulveda and ZoradiGamble has consented to be nominated for election or re-election, as applicable, to the Board as a Class IIIII director. If elected, they will serve on the Board for a three-year term expiring on the date of our 20242025 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 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. 13CLASS II DIRECTOR NOMINEES
TERM EXPIRING 2024Darcy Antonellis
2015 Audit Compensation Committee; Strategic Long-Range Planning Committee 58 • Current CEO and previous executive experience• Critical technology and cybersecurity experience• Accounting and financial management expertiseOther Current Board Experience• XperiPrevious Board Experience• Not ApplicableProfessional HighlightsSince January 2014, Ms. Antonellis has been the CEO of Vubiquity, Inc., a subsidiary of Amdocs Inc. (NASDAQ: DOX), a leading software, services provider to communications and media companies. From June 1998 until December 2013, Ms. Antonellis held numerous positions at Warner Bros. Entertainment Inc., (a Time Warner company) including President of Technical Operations and Chief Technology Officer.Carlos Sepulveda
Director Since: 2007Nominee of: Mitchell InvestorsBoard Committees: Audit Committee; Compensation Committee; Strategic Long-Range Planning CommitteeLead DirectorAge: 63Other Public Company Boards: 1Skills and Qualifications• Extensive public accounting experience; certified public accountant• CEO and executive experience• Strong accounting and financial oversight experience, strategic planning and management expertiseOther Current Board Experience• Triumph Bancorp, Inc.Previous Board Experience• Matador Resources CompanyProfessional HighlightsSince May 2010, Mr. Sepulveda has been the Chairman of the board of directors of Triumph Bancorp, Inc. (Triumph Bancorp, NASDAQ: TBK), financial services company providing community banking, national lending and commercial finance. Prior to Triumph Bancorp, Mr. Sepulveda was the President and CEO of Interstate Battery System International, Inc. (Interstate Battery), a seller of automotive and commercial batteries, from March 2004 until April 2013 and its Executive Vice President from 1993 until March 2004. Prior to joining Interstate Battery, Mr. Sepulveda was an audit partner with the accounting firm of KPMG Peat Marwick in Austin, New York and San Francisco for 11 years.14Mark Zoradi
Director Since: 2015Nominee of: BoardBoard Committees: NoneAge: 67Other Public Company Boards: 1Skills and Qualifications• Veteran motion picture executive with a background in distribution• Wealth of knowledge regarding strategic partnerships within the exhibition industry and exhibitor relationships with movie studios• Management and oversight experience at large public companies within the industryOther Current Board Experience• National CineMedia, Inc.Previous Board Experience• Not ApplicableProfessional HighlightsSince August 2015, Mr. Zoradi has served as our CEO. Mr. Zoradi spent 30 years at The Walt Disney Company, a major motion picture studio, 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 January 2011 until July 2014 and the COO of Dreamworks Animation SKG, Inc. from August 2014 until January 2015.OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FORELECTION OF EACH CLASS II NOMINEE15CLASS III DIRECTORSTERM EXPIRING 2022Benjamin Chereskin
Director Since: 2004Nominee of: BoardBoard Committees: Compensation Committee; Strategic Long-Range Planning Committee (Chair)Age: 62Other Public Company Boards: 1Skills and Qualifications
Previous Board Experience 
84 motion picturetheatrical exhibition industryhistoric industry perspective
Previous Board Experience motion picturetheatrical exhibition business for over 50 years. His depth of experience in the motion picturetheatrical exhibition industry has been invaluable to the Board. Additionally, Mr. Mitchell brings a long-term historic industry perspective and leadership experience to the Board. 16Ray Syufy
Long-Range Planning Committee 58 motion picturetheatrical exhibition industry
Previous Board Experience 
17
Other Current Board Experience
Previous Board Experience Nancy Loewe
53
Previous Board Experience Vice-PresidentVice President - Finance of Visa, Inc. (Visa), a multinational financial services corporation, since March 2019. Prior to Visa, Ms. Loewe served as the CFO for Kimberly-Clark International and prior to that she was the Chief Strategy Officer and Global Treasurer for Kimberly-Clark Corporation, a multinational personal care corporation. She has also served as Vice President and CFO of Frito Lay North America. Additionally, Ms. Loewe held numerous positions during her 20-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. 18Steven Rosenberg
62 Not ApplicablePRGX Global, Inc. Enrique Senior
Long-Range Planning Committee 77 2 4 ; QVC Networks.other entertainment companies. 19Nina Vaca
49 
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.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 acknowledgesrecognizes 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 right to designate two nominees to the Board. Mr.Messrs. Mitchell and Sepulveda is a nomineeare nominees of the Mitchell 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 20222023 annual meeting should follow the instructions on page 74.20 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. 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.ZoradiGamble separately bring to the table.1011 directors being independent. We comply withOur Board has independently determined the independence of 7 directors taking into consideration the independence requirements of the New York Stock Exchange (NYSE) listing standards. The test for independence under the NYSE listing standards is whether the director21followedevaluated the NYSE 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 members. On the basis of this review, the Board 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, Zoradi and ZoradiGamble are not independent because they in whichregardless of the amount involved exceeds $120,000.as required by the NYSE listing standards. 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.him or herthe Chair of the Audit Committee 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.theatres forone theatre owned by 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$0.4 million of management fee revenue from Laredo during 2020.2021. 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, close or sell the theatres.theatre. 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.22, 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 Executive 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 2020,2021, the aggregate amounts paid to Copper Beech LLCthe Operator for the use of the aircraft was approximately $10,000.management fees for providing film booking and equipment monitoring services for the facility. The Company recorded $0.34$0.1 million of management service fees during the year ended December 31, 2020.iswas the Executive Vice President – Purchasing of the Company.Company through July 2021. Mr. Hebert received a total compensation of $519,860$202,342.75 for 2020.2021. Such amount included base salary of $244,624,$176,931, fair market value of annual restricted stock grant of $114,980, cash value$123,597, a prorated portion of retention granthis bonus of $43,122, cash value of bonus equity of $86,240,$67,048, and all other compensation of $30,894.Tandy Mitchell, wife of$25,412. Mr. Mitchell, participated inHebert and the voluntary workforce reduction program and is no longerCompany entered into a one-year Consultant Agreement commencing August 1, 2021 to ensure an employee oforderly transition. Under the Company. Ms. Mitchell’s compensation for 2020 was $145,875.1413 theatres and one parking facility from Syufy Enterprises or affiliates of Syufy Enterprises.Enterprises, Inc. Raymond Syufy, one of our directors, is an officer of the general partner of Syufy Enterprises.Enterprises, Inc. 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 2020,2021, we paid approximately $24$23.3 million in rent for these leases. Since 2019, we began providing digital equipment support to drive-in theatres owned by Syufy Enterprises.Enterprises, Inc. We recorded $0$0.1 million of management fees related to these services during 2020.which we entered intodated 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 andBoard. Messrs. Mitchell (Class III) and Sepulveda (Class II) are its current nominees. Mr. Sepulveda was re-elected at the 2021 Annual Meeting. Mr. Mitchell has been recommended for re-election at the 2022 Annual Meeting. 23To carry out its responsibilities and set the appropriate tone at the top, ourOur Board is keenly focusedfocuses on its leadership structure, and the character, integrity, and qualifications of its members. OurThe following matrix provides information regarding the members of our Board, including certain types of skills, experience and attributes possessed by our directors have a proven record of accomplishment and an abilitywhich our Board believes are relevant to exercise sound and independent judgment in a collegial manner.Our Boardour business. The matrix does not have a formal diversity policy. It broadlyencompass all of the skills or experience of our directors.
our Companythe interests of the company and our stockholders. The following presentation highlights some of thegraphics illustrates director diversity, metrics of our Board.
In selecting board members, the Board takes into account, in addition to the core attributes, thebalanced tenure and range of talents, experience and expertise that are needed and would complement those that are currently represented on the Board. 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 our business.
Our directors complement each other in their mix of skills by bringing to the Board expertise and experience on the entertainment industry, capital markets, financial management, real estate, cybersecurity, technology, strategic planning and corporate governance. Additionally, in selecting Board members, our Governance Committee follows applicable regulations to ensure that our Board includes members who are independent, possess financial literacy and expertise, an understanding of risk management principles, policies, and practices, and can appropriately oversee and guide management.Core Director Attributes
High personal and professional ethics and integrity Strong business judgment Experience beneficial to the Company Proven leadership and management skills Broad training and experience at the policy-making level Dedicated—able to devote necessary time to oversight duties and represent stockholders’ interests Commitment to serve for a period of several years to develop knowledge about the Company24The following chart summarizes the core competencies of each director.Skill/Experience MatrixExperienceDirector
Financial Literacy✓✓✓✓✓✓✓✓Financial Management/Corporate Finance✓✓✓✓✓✓✓✓✓✓Accounting and Financial Oversight/Enterprise Risk Management✓✓✓✓✓Corporate Governance✓✓✓✓✓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✓✓2020,2021, governance and risk management played a critical role in our response to the COVID-19 pandemic. As we confronted the challenges tofaced by our company and our industry we implemented operational teamsdue to oversee daily decision-making to ensure our actions remained consistent with our priorities and in compliance with government mandates.the COVID-19 pandemic. 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 teamteam’s management of risks related to continuing business operations, industry developments, financial controls, liquidity profile, employee retention, health and safety protocols and ITinformation technology operations.and the financial condition, performance and performance of the Company.environmental, social and governance responsibilities. The Board focuses its oversight on the most significant risks facing the Company and on the processes that the Boardmanagement has established to identify, prioritize, assess, manage and mitigate those risks.Annually, and if needed more frequently, themanagingassessing and assessingmanaging the risks and implementing processes and controls to mitigate their effects on the Company.25Board standing committees of the Board, the active participation of committees in the oversight 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. Our risk governance structure is as follows: overall risks. Oversight of the Company’s risk management and riskmitigation processes.program controls andITtechnology and
ethics and compliance incentive-related risksand succession planningincentive plans Managesprocesses processes; succession planning alternativemarco-business risksstrategic options 2020,2021, the Board held six (6)five meetings and took action by written consent on four (4)six 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.EightAll directors attended our virtual 20202021 Annual Meeting. 2020,2021, our non-management directors met fourfive times and our independent directors met once in executive sessions.60%70% of our institutional stockholder base. We held meetingsmet with all that accepted our request, totaling more than 20%approximately 35% of the total shares outstanding.outstanding held by institutional stockholders. We also met with representatives from Glass Lewis and Institutional Shareholder Services. Key themes discussed included the impact of COVID-19 on our industry and the Company, succession planning for the Board, executive compensation and corporate social responsibility, sustainability, and sustainability. Our corporate governance profile reflectstalent management. We place great emphasis on the input of stockholdersfeedback we receive from our outreach efforts.26STOCKHOLDER COMMUNICATIONS WITH THE BOARDAs stated in our Corporate Governance Guidelines, any Company stockholder or other interested party who wishes to communicate with the non-management directorsstockholders and have instituted practices and disclosures as a group may direct such communications by writing to the:Company SecretaryCinemark Holdings, Inc.3900 Dallas ParkwayPlano, 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;promotions of a product or service;patently offensive material;included more diversity disclosure regarding gender 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 Company and will be made available to any director upon request.OUR ENVIRONMENTAL AND SOCIAL PRACTICESSustainability Initiatives:We have an ongoing commitment to promote environmental sustainability in our communities, including reducing our carbon footprint through energy efficient measures and reducing waste through co-mingled recycling programs. We have been recognized and awarded for our sustainability efforts and are currently listed on the EPA Green Power Partner National Top 100 list. Since 2019, through Virtual Power Purchase Agreements and Renewable Energy Credits earned via contracts in deregulated markets, we have been able to offset some racial composition of our annual electricity usage through renewable options. We also recycle at all eligible locationsBoard;2019 diverted approximately 27% of our waste from landfills. Since 2012, we have recycled 60,000 tons of waste. In select locations, we also compost certain waste material. We have incorporated LED lighting in whole or in part in most theatres2021 and parking lots. We also have energy management systems in place for automated lighting and HVAC controls to ensure energy efficiency. We also engineer our HVAC units to minimize energy waste and to reduce power consumption. As of December 31, 2020, we have three LEED certified theatres.Our Passion for People:Our employees form the core of our Cinemark Values. We seek to be an equitable, diverse and inclusive company. We are committed to diverse representation across all levels of our workforce to reflect the vibrant and thriving diversity of the communities in which we live and work. As part of our ongoing commitment to a diverse and inclusive workforce, we have organized conscious inclusion training sessions for our leadership teams, theatre general managers and our employees at the Service Centre. To facilitate discussions regarding diversity and inclusion, we have arranged for external speakers to speak at our town halls. We also support employee-driven support groups (ERGs) which help foster inclusion among all teammates, build awareness, recruit and retain a diverse workforce necessary for the Company to successfully operate in a global, multicultural, and evolving business environment. We support the continuous development of professional, technical and leadership skills of our employees by offering tuition assistance, skills development courses through partnerships with leading educational institutions, and leadership development and training both generally and as part of our diversity and inclusion initiatives.
2022.27The 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. andFirst Amendment toSecond Amended and Restated Compensation Committee Charter (Compensation Committee Charter).; and 28threefour standing committees – Audit Committee, Compensation Committee, Governance Committee and the Governance Committee. In addition, the Board has the Strategic Long-Range Planning Committee. The Board has temporarily disbanded its New Ventures Committee given its focus on strategic planning. The current composition of each of the committees is set forth below: Member Member Member Chair Chair Member - - - - Member Chair Member Member Member Member Member Chair Member - - - - 4 6 1 3 Number of Decisions by Consent During 2020 1 2 0 0 ChairmanChair of the Audit Committee. Both Mr. Sepulveda, the past Chair, and Ms. Loewe qualify as “audit committee financial experts” within the meaning of Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. See Ms. Loewe and Mr. Sepulveda’s biographies on page 1811 and page 1413 respectively, for further information regarding their qualifications to be an “audit committee financial expert”. Each of the Audit Committee members satisfies the standards for independence of the NYSE and the SEC as they relate to audit committees.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; 29and& Touche, to discuss, among other items, the Company’s financial statements for the applicable period to be filed with the SEC, any changes in significant accounting policies and its impact on the Company’s financial statements and the earnings press release related to the quarter and the year (as applicable), 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 and& Touche in executive sessions without the presence of members of management.As part of the Board’s duty of risk oversight, themanagement present.the cybersecurity threatstrends and risks and the effectiveness of the Company’s controls to address thosemitigate 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 ethicsanonymous whistleblower hotline, and provides an annual summary reports for various categories of claims, for both domestic and international, with a comparison to previous years.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 of 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 2216 for further details on the approval of related party transactions.Approval of Audit and Non-Audit Services:and& Touche prior to the time that those services are commenced. The Audit Committee may, when it deems appropriate, form and delegate this authority to a sub-committee consisting of one or more Audit Committee members, including the authority to grant pre-approvals of audit and permitted non-audit services. The decision of such sub-committee is presented to the full Audit Committee at its next meeting. The Audit Committee pre-approved all fees for 20202021 noted in the table below.Fees Paid to Independent Registered Public Accounting Firm:and& Touche and its affiliates for professional services rendered by them during 2021 and 2020, respectively: 2019, respectively: $ 2,158.5 $ 2,056.9 $ 179.7 $ 154.0 $ 86.8 $ 60.8 $ - $ - $ 2,425.0 $ 2,271.7 2020.2021. We have discussed with Deloitte and& Touche the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. We have received the written disclosures and the letter from Deloitte and& Touche as required by the applicable requirements of the PCAOB regarding the independent
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Respectfully submitted,
Darcy Antonellis
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 CEO’s compensation level;
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 levelstargets and thresholds under the Company’s incentive compensation plans;
reviewing, recommending, and discussing with management the CD&A section included in the Company’s annual proxy statement; and
developing a succession planning program for the CEO and senior management.
identifying individuals qualified to become Board members and evaluate candidates for Board membership, including those recommended by stockholders in compliance with the Company’s by-laws;
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;
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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;
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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; and
reviewing and reassessing the adequacy of the Governance Committee Charter on an annual basis and recommend any proposed changes to the Board for approval.
non-managementnon-employee directors should be competitive and should encourage increased ownership of the Company’s Common Stock through the payment of a portion of director compensation in Company equity. In accordance with the Compensation Committee Charter, the Compensation Committee sets the compensation of our Board members. Pearl Meyer, the Compensation Committee’s independent compensation consultant annuallyperiodically reviews and reports to the Compensation Committee as to how the Company’s director compensation practices compare with those of other similarly situated companies.The Board makes changes in its director compensation practices only upon the recommendation of the Compensation Committee, and following discussion and unanimous concurrence by the full Board.Zoradi doGamble did not receive any compensation for their services on the Board or any of its committees.committees for 2021.
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| (a) | a base director retainer of $60,000; |
| (b) | additional retainer of $35,000 for the non-employee director who serves as the lead independent director; |
| (c) | additional cash retainer for services on the committees as follows: |
| Committee | Chairperson | Member | ||||||
Audit | $ | 20,000 | $ | 10,000 | ||||
Compensation | $ | 15,000 | $ | 10,000 | ||||
Governance | $ | 10,000 | $ | 7,500 | ||||
Strategic Long-Range Planning | $ | 10,000 | $ | 5,000 | ||||
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As discussed earlier in this proxy statement, during 2020, management implemented Company-wide pay reductions for approximately five months, from April through August. During this period, the Board members opted to forego their cash retainers for the second quarter. Full payment of the cash retainers was reinstated beginning the third quarter, at the same time that the full salaries for the employees was reinstated. The following table sets forth summary information regarding the compensation of our non-employee directors for 2020.2021. See the compensation tables beginning on page 5441 for the compensation paid to Messrs. Mitchell, Zoradi and Zoradi.
| Name | Fees Projected to Be Paid in 2020 | Fees Actually Paid in Cash | Stock Awards(1) | All Other Compensation(2) | Total Compensation Actually Received | |||||||||||||||
Darcy Antonellis | $ | 70,000 | $ | 35,000 | $ | 114,990 | $ | 1,085 | $ | 151,075 | ||||||||||
Benjamin Chereskin | $ | 80,000 | $ | 40,000 | $ | 114,990 | $ | 1,085 | $ | 156,075 | ||||||||||
Nancy Loewe | $ | 77,500 | $ | 38,750 | $ | 114,990 | $ | 1,085 | $ | 154,825 | ||||||||||
Steven Rosenberg | $ | 80,000 | $ | 40,000 | $ | 114,990 | $ | 1,085 | $ | 156,075 | ||||||||||
Enrique Senior | $ | 70,000 | $ | 35,000 | $ | 114,990 | $ | 1,085 | $ | 151,075 | ||||||||||
Carlos Sepulveda | $ | 130,000 | $ | 65,000 | $ | 114,990 | $ | 1,085 | $ | 181,075 | ||||||||||
Raymond Syufy | $ | 70,000 | $ | 35,000 | $ | 114,990 | $ | 1,085 | $ | 151,075 | ||||||||||
Nina Vaca | $ | 82,500 | $ | 41,250 | $ | 114,990 | $ | 1,085 | $ | 157,325 | ||||||||||
| | Name | | | Fees Earned or Paid in Cash | | | Stock Awards(1) | | | Total Compensation Actually Received | |
| | Darcy Antonellis | | | $ 75,000 | | | $ 114,986 | | | $ 189,986 | |
| | Benjamin Chereskin | | | $80,000 | | | $114,986 | | | $194,986 | |
| | Nancy Loewe | | | $87,500 | | | $114,986 | | | $202,486 | |
| | Steven Rosenberg | | | $80,000 | | | $114,986 | | | $194,986 | |
| | Enrique Senior | | | $65,000 | | | $114,986 | | | $179,986 | |
| | Carlos Sepulveda | | | $120,000 | | | $114,986 | | | $234,986 | |
| | Raymond Syufy | | | $65,000 | | | $114,986 | | | $179,986 | |
| | Nina Vaca | | | $82,500 | | | $114,986 | | | $197,486 | |
(1) | The grant date fair values were calculated based upon the closing price of Common Stock on June 15, |
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2022 2020. statement.2021and& Touche as the Company’s independent registered public accounting firm for 2021.2022. As a matter of good corporate governance, we are seeking stockholder ratification of the appointment of Deloitte and& Touche. If the stockholders do not ratify the appointment of Deloitte and& 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.and& Touche 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. Please refer to page 3023 for the fees paid to Deloitte and& Touche in 20202021 and 2019.and& Touche as the independent registered public accounting firm for 2021.2022. AND& TOUCHE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20212022 statement). 20202021 34
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SectionPage Reference 35 3637Overview of 2020 Executive Compensation Set in February 202038 40 40 40 41 42 44 49 50 50 51 51 52 &A&A”) provides a description of the material elements of our executive compensation program, as well as perspective and context for decisions made regarding the compensation of our CEO, CFO and our threefour other most highly compensated executive officers for the year ended December 31, 2020.2021. These executive officers and their current positions are as follows:listed below: NameAgePosition 84 67 46 Officer; Chief Financial Officer 54 SecretaryBusiness Affairs 60 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.
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Sean Gamble has 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 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 & Gas’ Equipment business based in Florence, Italy from May 2007 until January 2009.
| We provide stockholders with the opportunity to cast an annual advisory vote on the compensation of our NEOs. At the 2021 Annual Meeting, approximately 82% of the stockholder votes cast on say-on-pay were voted in favor of the proposal. Although the percentage of favorable votes is down from the 96% favorable votes received at the 2020 Annual Meeting | |
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EXECUTIVE COMPENSATION HIGHLIGHTS FOR 2020 AND CHANGES FOR 2021
❖February 2020: annual compensation was set
The compensation-related decisions for 2020 were made in February 2020, following Cinemark’s outstanding business and financial performance in 2019, and prior to the onset of the global COVID-19 pandemic. Given our high stockholder approval for the 2019 say-on-pay vote, the Compensation Committee did not make any material changesbelieves that this substantial majority of votes in favor affirms stockholders’ support for our approach to the 2020 executive compensation program when it setduring the NEO compensation packages for 2020.
❖March 2020: onsetCOVID-19 pandemic. Every year we endeavor to have discussions with some of the COVID-19 pandemic and its impact on compensation
The business environment for our Company drastically changed beginning mid-March, with the start of the pandemic. This resultedinstitutional investors in significant consequencesorder to better understand their views on our employee compensation some of which were:
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❖August 2020: Compensation Committee makes discretion-based Retention Equity Grant
practices. The Compensation Committee awards restricted shares to all corporate employeescarefully considers this feedback in designing the key components of our executive compensation program.
❖December 2020: Compensation Committee makes discretion-based Bonus Equity Grant; accelerates vest of equity
To compensate, motivate and reward employees for their performance through the pandemic,2022, the Compensation Committee awards immediately vesting sharesdecided to return to a more traditional performance based structure for our annual bonus program and a portion of Common Stockour long term incentive compensation program. See Decisions in Response to all bonus-eligible employees. NEOs receive restricted shares that vestthe COVID-19 Pandemic – Cash
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❖2021 compensation impacted by COVID-19
In light of ongoing macroeconomic and industry conditions, in February 2021, the Compensation Committee adopts certain changes for the 2021 compensation program.
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OVERVIEW OF 2020 EXECUTIVE COMPENSATION SET IN FEBRUARY 2020
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A detailed discussion relating to each element of compensation and the decisions summarized above is included in Executive Compensation Components below.
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CEO
2020 Target Total Direct Compensation Mix
All Other NEOs
2020Target Total Direct Compensation Mix
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What We Do | | | What We Do Not Do | | |||||
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| | Provide competitive, market-driven base salary | | | × | | | Reward imprudent risk-taking | |
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| | Utilize formula-driven, quantitative performance targets for a significant portion of total compensation | | | × | | | Provide “single trigger” provisions in our employment agreements for change in control | |
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| | Overlap performance periods and capped incentive opportunities | | | × | | | Provide excise tax gross ups for change in control payments | |
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| | Balance mix of pay components | | | × | | | Offer deferred compensation | |
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| | Align management and stockholder interests through stock ownership guidelines | | | × | | | Agree to golden parachutes | |
| | ✔ | ||||||||
| | Unconditionally prohibit executives from engaging in hedging transactions or pledging Cinemark stock | | | × | | | Offer pension benefits | |
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| | Provide double trigger for change in control | | | × | | | Provide excessive perks | |
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.Attractattract and retain top talent;Pay-for-performance,pay-for-performance; andStrikestrike balance between performance and risk-taking
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To ensure that the compensation program serves the above objectives, the Compensation Committee takes into consideration the following:
Keykey drivers of sustainable performance
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ViewingTABLE OF CONTENTS
Consideringconsidering total compensation as one package rather than viewing each component independently
Balancingbalancing stockholder expectations by discouraging undue risk-taking and motivating executives to drive the right behaviors
Industryindustry comparables
| | Characteristics | | | Description | |
Competitive Base Salary | | | Base salary is market competitive to attract and retain valued employees | | |
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Balanced Mix of Pay Components Over Short and Long | | | Target compensation mix is weighted towards long-term equity-based incentives rather than short-term cash incentives | | |
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Balanced Approach to Performance-based Awards | | Performance targets are tied to multiple financial metrics of the Company; performance periods for long-term equity incentive awards overlap and, therefore, reduce the motivation to maximize performance in any one | | ||
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Individual Performance Modifies Bonus Payout | | | Non-CEO NEO bonus payout can be modified up to | | |
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Stock Ownership Guidelines | | | CEO required to own, directly or indirectly, Company equity five times base salary; other executive officers required to own two times their base salary | | |
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Hedge or Pledge of Common Stock Prohibited; No Margin Account Allowed | | | Directors and executives (including NEOs) who are subject to the Supplemental Insider Trading Policy, are prohibited | |
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base salary
cash bonus
long-term equity incentive awards
standard benefits
limited perks
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The Compensation Committee designsBase salary is the executive compensation program to align pay with performance with the substantial majority of target compensation comprised of variable performance-based incentive awards. The principal componentsfixed component of our executive compensation program and the measurement metrics determining their amount, are provided below.
See discussion on each of the components for additional details and the section on 2020Target Total Direct CompensationMix for the CEO and other NEOs on page 39 for the distribution of target compensation between fixed and variable components as set in February 2020.
Base salary provides competitiveexecutive’s annual compensation to retain high-performing, valued employees.cash compensation. In determining base salary, the Compensation Committee takes into consideration the scope and nature of job responsibilities of the NEO, market competitiveness relative to executives in similar positions at comparatorcomparable group companies, merit increase recommendations of the CEO based on performance reviews (except in the case of his own compensation), and other judgmentalobjective factors deemed relevant by the Compensation Committee. The Compensation Committee has not adopted any formula with specific weightings assigned to any of the factors above.
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Impact of COVID-19 on 2020 Base Salary:
As part of the Company’s strategy to aggressively preserve cash during the pandemic, management implemented Company-wideGamble’s base salary reductionswas increased from April through August, with the NEOs volunteering for a deeper pay cut than$660,000 to $750,000 which was mandatory.
The percentages to which base salaries were decreasedprorated for the NEOsperiod of time in 2021 Mr. Gamble served as President. Michael Cavalier was appointed as Executive Vice President General Counsel and the timelineBusiness Affairs. Mr. Cavalier’s salary was also increased from $555,012 to reinstatemtent is as follows, with a comparison to the reduced percentages that were applicable to all other domestic corporate employees:
| Month | Mr. Mitchell | Mr. Zoradi | All Other NEOs | Other Corporate Employees | ||||
| April | 50% | 50% | 50% | 65% | ||||
| May-June | 0% | 0% | 20% | 50% | ||||
| July-August | 0% | 50% | 80% | 80% | ||||
| September | 100% Salary Reinstated | |||||||
The 2020 base salaries that were set in February including the variances from 2019, and the actual base salaries received by the NEOs during 2020 with the percentage loss due to the pay reductions were as follows:
Name
| 2020 Base Salary Approved | Change from 2019 | Actual Base Salary Received Due to COVID-19 | Percentage Loss of Base Salary Due to Base Salary Reductions | ||||||||
| Lee Roy Mitchell | $ | 1,020,001 | Up 2.0% | $ | 589,394 | 42.2% | ||||||
| Mark Zoradi | $ | 1,100,000 | No change | $ | 740,632 | 32.7% | ||||||
| Sean Gamble | $ | 660,000 | Up 5.6% | $ | 521,435 | 21.0% | ||||||
| Michael Cavalier | $ | 555,012 | Up 2.8% | $ | 440,923 | 20.0% | ||||||
| Valmir Fernandes | $ | 555,012 | Up 2.8% | $ | 441,633 | 20.4% | ||||||
By August, the impact of the mandatory salary reductions over approximately five months resulted in significant loss in compensation$575,000 which loss was further compounded by potential loss of cash bonusalso prorated for the year for bonus-eligible employees, reduction in the valueremainder of our Common Stock due to depressed stock price and loss of dividend income. To address continuing concerns regarding the prolonged impact of COVID-19 on the industry and the Company, management increased its focus on talent retention and the Compensation Committee deemed it prudent to use the Retention Equity Grant as an effective retention tool without impacting the Company’s cash reserves. All corporate employees, including the NEOs, and theatre general managers received Retention Equity Grants in August and vest 100% in August 2022. The values of the Retention Equity Grants were calculated using base pay multipliers corresponding to the pay grades of the employees. Mr. Mitchell did not receive any Retention Equity Grant.
See Grants of Plan-Based Awards in 2020 table for the number of time-based restricted stock granted to each NEO under the Retention Equity Grant.
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following general categories:
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What is the Company’s annual performance metric?
The Compensation Committee sets the Company’s cash bonus target for the year in terms of Adjusted EBITDA, regarded as a key performance and valuation metric in our industry. The Adjusted EBITDA target is set for domestic, international and worldwide, in the annual operating budget approved by the Board and may be adjusted, upward or downward, at the end of the year, to eliminate any variance between the actual North American industry box office for the fiscal year and the industry forecast used to set the Adjusted EBITDA target for the year.
To determine annual cash bonus payouts if any, the Compensation Committee adjusts the Adjusted EBITDA for certain agreed upon add-backs and adjustments such as cash bonus accruals, certain severance payments, if any, unusual expenses such as those related to accounting changes, a +/- 5% collar for foreign exchange fluctuation, and other adjustments the Compensation Committee deems appropriate including, but not limited to, factors such as extraordinary, unusual or non-recurring events that were not included in the operating budget for the year (Bonus Adjusted EBITDA).
The Bonus Adjusted EBITDA is compared to the target Adjusted EBITDA set at the beginning of the year (and as adjusted at the end of the year) to determine the cash bonus payout percentage, if any.
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The cash bonus payout for the NEOs, except for Mr. Fernandes, is based on the worldwide Adjusted EBITDA while that of all other domestic bonus eligible employees is based 100% on domestic EBITDA. Mr. Fernandes’s cash bonus payout is based 50% on worldwide and 50% on international Adjusted EBITDA. The worldwide Adjusted EBITDA targets for 2020 were as follows:
*The maximum goal for NEOs is 110% of target performance. The Adjusted EBITDA target for international was $104 million.
How is cash bonus adjusted for individual performance?
Individual 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 achievesupport 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. The ratings range from ‘Significantly Below Expectations’ to ‘Exceeds Expectations’. Based on thetheir composite rating, a discretion-basedscores for their individual performance, Mr. Gamble’s ABO modifier of a maximum of +/-15% is applied to adjust the individual’s bonus payout calculation. We do not have a minimum level of guaranteed bonus,was 15%, and maximum bonus payout (Adjusted EBITDA based + ABO modifier) cannot exceed 165% of the individual’s target bonus opportunity.
How is cash bonus adjusted for the CEO?
There is no ABO adjustment for the CEO’s cash bonus.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.
The annual cash bonus process is as follows:
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In February 2022, the Compensation Committee met to review the Company’s performance against the pre-established performance metrics discussed above. The Compensation Committee may, in its discretion, at any time, establish (and, oncedetermined that the management team significantly outperformed on virtually all established rescind, waive or amend) additional conditionsmetrics and terms of payment ofsuccessfully navigated 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 appropriate in carrying out the purposes of the cash bonus program.Company through another difficult year. The Compensation Committee may also take into account such other factors as it deems appropriate in administering any aspectdetermined that all bonus eligible employees were entitled to 125% of thetheir target bonus program, including reducingamount. For 2021, the amount of the 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 adjust upwards the cash bonus payable to a NEO or waive the achievement of a performance target requirement for a NEO except in the case of the death or disability of the executive or a change in control of the Company.
Impact of COVID-19 on 2020 Cash Bonus:
The Company’s performance metrics set by the Compensation Committee in February 2020 were negated by the COVID-19 pandemic. Since the measurable Adjusted EBITDA metric for cash bonus payout for the year was not satisfied, the Compensation Committee did not approve any cash bonus payouts for 2020.
The cash bonus weightings, individual targets (as a percentage of base salary) for 2019 and 2020,, expected target cash bonus for the year as set in February 2020,2021, and the actual cash bonus earned, for 2020, by for each of the NEOs were as follows:
| Name | Target Cash Bonus (Percentage of Base Salary) | Expected Target Cash
| Actual Cash Bonus
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Lee Roy Mitchell | 100 | % | 100 | % | $ | 1,020,001 | $ | 0 | ||||||||
Mark Zoradi | 125 | % | 125 | % | $ | 1,375,000 | $ | 0 | ||||||||
Sean Gamble | 100 | % | 90 | % | $ | 660,000 | $ | 0 | ||||||||
Michael Cavalier | 90 | % | 90 | % | $ | 499,511 | $ | 0 | ||||||||
Valmir Fernandes | 90 | % | 90 | % | $ | 499,511 | $ | 0 | ||||||||
While the measurable performance metric in terms of Adjusted EBITDA was unreachable due to extenuating business conditions beyond management’s control,
| | 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. |
See Grants of Plan-Based Awards in 2020 table for the number of time-based restricted stock granted to each NEO under the Bonus Equity Grant.
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The
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interests of our stockholders. The combination of the two, with an emphasis placed on performance-based equity, ensures both balance and alignment within our long-term incentive program. Although no longer necessary under Section 162(m) of the Internal Revenue Code, grantsGrants to all eligible employees, including the NEOs, are made in the first quarter of the year. The NEOs receive both time-based and performance-based equity.
How is the long-term incentive program structured?
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| (ii) | to vote such Common Stock during the restriction period. |
Beginning May 2020, the Company has suspended its dividend payments to preserve its cash reserve as it navigates through the pandemic. The quarterly dividend rate as of the first quarter of 2020 was $0.36 per share.
The measurement metric for Prior to the COVID-19 pandemic, the performance awards isgoal was based on an implied equity value concept that measures the change in an IRR overduring a two-yearperformance period beginning on January 1 of the grant year and ending on December 31 of the following 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 the bonus program. 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.period, with the maximum level equal to 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 of attainingto attain the performance level. An adjustment of +/-7.5% for fluctuations in foreign currency translations is applied
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The hurdle rates for the 2020 performance-based awards were unchanged from 2019 and were as follows:
| Grant Year | Goals | |||||
| Threshold | Target | Maximum | ||||
2020 | 6.0% | 8.0% | 14.0% | |||
Percentage of Individual Target Payout | 25% | 100% | 175% | |||
The Compensation Committee annually reviews each NEO’s compensation to determine the percentage of base salary to be awarded as target long-term equity awards and the appropriate mix of time-based and performance-based awards. This calibration is primarily for the purpose of driving performance and delivering results over the long-term. The target percentages are set to align with the market based on the executive’s role in setting the Company’s strategic plan and driving its execution, and incentivizing performance for an appropriate alignment with stockholder objective of long-term returns. Upon such review, in February 2020, the Compensation Committee made the following changes to Mr. Zoradi and Mr. Gamble’s equity compensation based on market comparables and their roles as the principal architects and drivers of the Company’s strategic growth:
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The split between time-based and performance-based long-term incentive awards remained at 25%-75% for Mr. Zoradi and 40%-60% for Messrs. Gamble, Cavalier and Fernandes. Mr. Mitchell does not receive any annual equity incentive grant due to his substantial ownership in the Company.
The target percentages of the long-term incentive awards for 2020 as compared to 2019 were as follows for each of the NEOs:
| Name | Target Percentage in 2020 | Target Percentage in 2019 | ||
Lee Roy Mitchell | N/A | N/A | ||
Mark Zoradi | 400% | 275% | ||
Sean Gamble | 180% | 175% | ||
Michael Cavalier | 150% | 150% | ||
Valmir Fernandes | 125% | 125% |
See Grants of Plan-Based Awards in 2020 table for the number of time-based restricted stock and the performance-based restricted stock units granted to each NEO in February 2020.
The restricted stock units will were subject to a two-year performance period, from January 1, 2020 until December 31, 2021 with an additional two-year retention period and vesting,Due to the extent certified, in February 2024. See the following discussion on Impact of COVID-19 on Long-term Incentive Compensation regarding certification of the performance-based awards granted in 2020.
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Impact of COVID-19 on Long-term Incentive Compensation:
During year-end review of compensation, the Compensation Committee evaluated the option of accelerating the vest of long-term incentive awards that were due to vest in February 2021. These accelerated vests were deemed to be in the best interest of the Company as they provided employees with an additional source of compensation at year-end which helped motivate and reward employees for their performance while conserving cash and allowing the Company to leverage certain compensation related relief provided by COVID related legislation. Therefore, the Compensation Committee approved the accelerated vests of the following grants:
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See Stock Option Exercises and Stock Vested in 2020 table on page 60 for number of shares of Common Stock realized upon vesting of all long-term incentive compensation during 2020. See Beneficial Ownership Table on page 68 for the total ownership numbers as of December 31, 2020.
The COVID-19 pandemic has had significant adverse impact on our performance metrics both for the short-term annual cash bonus as well as for the long-term performance-based incentiveperformance awards. One of the hallmarks of our equity compensation program is the overlapping of performance periods, which in other years ensureshas ensured continuous performance over the long-term, as opposed to performance over discrete periods of time. However, the pandemic during 2020 had unforeseen negative consequences for the long-term performance awards. Not only was performance for the year impacted, but due to the overlap, the performance periods of two grant cycles are affected – that of the 2019 and the 2020 performance-based awards. The performance periods for the 2019 and 2020 awards were January 1, 2019 through December 31, 2020 and January 1, 2020 through December 31, 2021, respectively.
In February 2021, the Compensation Committee evaluated the impact of the pandemic on the historical IRR metric used to certify the number of shares issuable under the 2019 and 2020 performance-based awards. Upon evaluation, theThe Compensation Committee determined thatconsidered the pandemic’s effect on the Company and the movie exhibition industry, and the projected continuation of the macro-economic conditions through 2021 and beyond had a significant impact on the ability to effectively calculate the IRR metric for both the 2019 and the 2020 awards in a meaningful way. The Compensation Committee ultimately concluded that due to the continued uncertainty regarding the timing of the industry recovery (timeline for theater openings, public sentiment regarding in-theater viewing and the constant shifting of studio release dates due to the status of the pandemic and ensuing governmental restrictions and theatre closures) and how enormously different the business environment was for 2020 and is for 2021 versus each performance period’s baseline years (2018 and 2019), any adjustment to the metric would have resulted in an irrational vesting outcome.recovery. Such an adverse consequence isconsequences are due to completely unforeseen, external circumstances beyond the control of management, and, would not be in parity with the exceptional performancefor long-term incentive compensation, a combination of the executive management team during the pandemic given that the 2019time-based and the 2020 grant, under all scenarios, will result in a zero payout. Therefore,performance-based 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 discretion based decisionpotential to certifybe unattainable in the performance-based awards granted in February 2019 and February 2020 at the target level based on Company performance and leadership under very challenging business conditions. As a balancefuture due to Committee’s decision to payout at target, per the standard feature, these performance-based restricted stock units will fully vest in February 2023 and February 2024, respectively after satisfying the applicable service period requirements.
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In February 2021,circumstances outside of management’s control, the Compensation Committee setdetermined that for 2021 only the compensationtraditional grants of time based awards and performance based awards should be replaced with all time-based restricted awards to drive retention of the NEOs for 2021. It addressed the expected continuing impactequity compensation
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Messrs. Mitchell and Zoradi have opted to forego an annual increase of base salary
Annual merit increase for all employees, including Messrs. Gamble, Cavalier and Fernandes, are in the form of time-based restricted stock grants with a one-yeartime based awards vest
The grants of performance-based shares have been suspended for 2021 and replaced with time-based restricted stock grants that vest 100% upon the fourth anniversary of the grant date. For all NEOs, 50% of their respective 2021 long-term equity incentive grant will consist of these 4-year cliff-vested shares. The remaining portion of the 2021 annual grant will be in the form of time-based restricted stock that vests 50% on the second and fourth anniversary of the grant date respectively.
and the remaining fifty percent (50%) of the time based restricted awards cliff vest on the fourth anniversary of the date of the grant. The Compensation Committee believes the abovethis structure will ensure theprovide retention of our executive teamkey talent through these uncertain timestimes.
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 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 awards and that the establishment of a three-year ratable vesting schedule was appropriate for those awards. In 2023 the Compensation Committee will again evaluate the appropriate performance metric, performance period and vesting for future performance-based equity incentive awards.
To assist in carrying out its responsibilities, the Compensation Committee is authorizedengaged Pearl Meyer to retain the services of independent advisors. For purposes ofprovide advice and consultation with respect to the compensation of our executive officers and the Board during fiscal 2020, the Committee reengaged Pearl Meyer a national compensation consulting firm. Prior to engaging Pearl Meyer, the Committee considered and assessed Pearl Meyer’s independence. To ensure Pearl Meyer’s continued independence and to avoid any actual or apparent conflict of interest, the Compensation Committee does not permit Pearl Meyer to be engaged to perform any services for Cinemark beyond those services provided to the Compensation Committee which also has the sole authority to retain or terminate Pearl Meyer as its executive compensation consultant and to approve its fees and other terms of engagement.Board. The Compensation Committee annually considersassesses the independence of its compensation consultant and determines whether any related conflicts of interest require disclosure.
In establishing executive compensation, theconsultant.
assist in the selection of a group of peer companies;
provide information on compensation paid by such peer companies to their executive officers;
analyze compensation survey data to supplement publicly available information on compensation paid by peer companies;
advise on alternative structures or forms of compensation and allocation considerations; and
advise on appropriate levels of compensation for the NEOs and the other members of the executive team
During 2020, the Compensation Committee consulted with Pearl Meyer on all COVID-related compensation decisions made by the Compensation Committee. Throughout the year, Pearl Meyer apprised the Compensation Committee of trends in executive compensation due to the impact of the pandemic and actions or discretions being considered or adopted by the Company’s peers and the broader market.
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Role of Management and the CEO in Setting Executive Compensation: Each year, our CEO evaluates the performance of certain members of upper management including Messrs. Gamble, Cavalier and Fernandes (direct reports).and Ms. Thomas. Our CEO makes a recommendation for the compensation of his direct reports based upon his evaluation and their ABO rating, their roles and responsibilities, and market benchmarking data for similarly placed executives, as provided by Pearl Meyer. The Compensation Committee considers our CEO’s recommendation relative to our strategic plan, operating goals, and compensation philosophy. In consultation with Pearl Meyer, the Compensation Committee also considers general market conditions and industry trends to set non-CEO NEO executive compensation.
targets.
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AMC Entertainment Holdings, Inc. | | | Lions Gate Entertainment | |
| 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 | ||||
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Cedar Fair, L.P. | |
A
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program, particularly our annual and long-term incentive compensation plans, are designed to provide incentives for the executives to achieve performance objectives without encouraging excessive risk-taking. These considerations were particularly demonstrated during 2020 when the Compensation Committee made discretion-based equity grants to address and manage the risks of employee attrition and above-bar performance.
Appropriateappropriate mix of “short- vs. long-term” pay and “fixed vs. variable” pay”pay to reward overall performance;
Companycompany performance measured against objective financial metrics;
Portionportion 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;
Employees’employees’ commitment to our culture of accountability reinforced through a comprehensive performance management and compensation system;
Cappedcapped payout levels for incentive compensation;
Stockstock ownership requirements for directors, NEOs and executive vice-presidents – directors required to retain Common Stock ownership five times the value of their base retainer, the CEO five times his/her base salary and other executive officers two times their respective base salaries;
Vestvest of a significant portion of long-term equity incentive awards linked to performance over a period of time (with overlapping performance periods)periods during non-COVID-19 years);
Validationvalidation of pay-for-performance on an annual basis by stockholders; and
Prohibiting, per our Supplemental Insider Trading Policy,unconditionally prohibits covered employees from engaging in certain forms of hedging transactions with respect toor pledging of Company securities, which would block the employee from being exposed to the full risks of stock ownership as the Company’s other stockholders. Additionally, thesecurities; and
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Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Reflected in the First Column) TotalPlan Category
Rights (1)
SecuritiesEquity compensation plans approved by security holders 890,680 N/A 5,821,224 Equity compensation plans not approved by security holders N/A N/A N/A 890,680 5,821,224
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Name and Principal Position Salary ($)(1) Stock Awards ($)(2) Non-Equity Incentive Plan Compensation ($)(3) All Other Compensation ($)(4) Lee Roy Mitchell Chairman of the Board 2020 25,688 2019 1,000,001 24,089 2018 975,000 23,900 Mark Zoradi Chief Executive Officer 2020 2019 2018 1,000,000 Sean Gamble Chief Operating Officer & Chief Financial Officer 2020 521,435 0 2019 625,000 837,562 107,773 2018 600,000 1,186,109 617,072 61,796 Michael Cavalier Executive Vice President – General Counsel & Secretary 2020 440,923 1,323,650 0 2019 540,000 833,712 723,654 2018 525,000 918,064 539,938 123,311 Valmir Fernandes President – Cinemark 2020 441,633 1,184,878 0 2019 540,000 698,698 615,762 Ms. Thomas was entitled to a $500,000 sign-on bonus paid on the same date as the 2021 bonuses are paid. Year Total ($) 589,394 764,998 0 1,380,080 — 1,414,002 2,438,092 — 1,036,426 2,035,326 740,632 5,761,220 0 413,437 6,915,289 1,100,000 3,099,012 1,944,250 165,517 6,308,779 3,049,518 1,063,000 132,738 5,245,256 1,821,528 116,007 2,458,970 1,119,263 2,689,598 2,464,977 107,592 1,872,165 108,139 2,205,505 2,106,313
International 114,810 1,741,321 109,796 1,964,256 2018 525,000 795,705 357,000 128,448 1,806,153 and reflects reductionreflecting the reductions in base salary from April through August as described above.2020. See Executive Compensation Components-Base Salary for discussions on how base salary is determined,determined. Ms. Thomas was employed as of November 8, 2021. The amount shown reflects the base salaries set by the Compensation Committee in February 2020 and how basepro-rata amount paid during 2021 based upon an annual salary was impacted by the pandemic. See 2020 Target Total Direct Compensation Mix for the percentage of 2020 total target compensation set in February to be paid as base salary.$575,000.and restricted stock unit awards granted in February of each year, the Retention Equity Grantretention equity grant awarded in August 2020, the bonus equity grant awarded in December 2020, the merit increase grants on March 10, 2021 and the Bonus Equity Grant awardedspecial grants to Messrs. Gamble and Cavalier on July 28, 2021 as part of the reorganization of the executive leadership team announced in December.connection with Mr. 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 vesting of Ms. Thomas’s grant refer to the Company’s current 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. See 2020 Target Total Direct Compensation Mix for the percentage of 2020 total target compensation set in February as target long-term incentive compensation. See also Executive Compensation Components-Base Salary and Executive Compensation Components-Cash Bonus for discussions on the Retention Equity Grant and the Bonus Equity Grant.and February 19, 2018per share. The grant date fair value of $39.03, per share.the restricted stock issued to Ms. Thomas were calculated based on the closing price of Common Stock on November 5, 2021 of $22.11. The fair market values of the performance-based restrictedperformance stock units are based on target achievement as the most probable outcome, computed in accordance with FASB
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As required by the rules of the SEC, the table below provides thebonus equity grant date fair values of the restricted stock units at the maximum level of payment. As certified by the Compensation Committee in February 2020, 105% of the target opportunity of the restricted stock units awarded in 2018 will vest in February 2022. Additionally, as discussed on page 49 under Impact of COVID-19 on Long-term Incentive Compensation, the restricted stock units granted in 2019 and 2020 will vest at target in February 2023 and February 2024, respectively.
(4) | ||||
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| Name | 2020 | 2019 | 2018 | |||||||||||||||||
Lee Roy Mitchell | N/A | N/A | N/A | |||||||||||||||||
Mark Zoradi | $ 5,774,993 | $ 4,019,365 | $ 2,812,424 | |||||||||||||||||
Sean Gamble | $ 1,270,429 | $ 1,131,781 | $ 944,955 | |||||||||||||||||
Mike Cavalier | $ 874,118 | $ 838,172 | $ 708,746 | |||||||||||||||||
Valmir Fernandes | $ 728,379 | $ 698,483 | $ 590,602 | |||||||||||||||||
The terms of the restricted stock and restricted stock units granted in 2020 are discussed under Executive Compensation Components-Long-term Equity Incentive Compensation and the footnote disclosures to the Grants of Plan-Based Awards in 2020 table.
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. |
(5) | The compensation reported in this column include the following: |
| Name | Fiscal Year | Annual ($) | Life, Group and Disability Insurance Premiums Paid by Company ($) | Dividends Paid on ($) | Other ($) | |||||
Lee Roy Mitchell | 2020 | 17,100 | 8,588 | — | — | |||||
| 2019 | 16,800 | 7,289 | — | — | ||||||
| 2018 | 16,500 | 7,400 | — | — | ||||||
Mark Zoradi | 2020 | 17,100 | 17,582 | 348,755 | 30,000(ii) | |||||
| 2019 | 16,800 | 20,733 | 97,984 | 30,000(ii) | ||||||
| 2018 | 16,500 | 13,960 | 72,278 | 30,000(ii) | ||||||
Sean Gamble | 2020 | 17,100 | 5,675 | 93,231 | — | |||||
| 2019 | 16,800 | 5,684 | 85,289 | — | ||||||
| 2018 | 16,500 | 5,296 | 40,000 | — | ||||||
Michael Cavalier | 2020 | 17,100 | 7,611 | 82,881 | — | |||||
| 2019 | 16,800 | 7,616 | 83,723 | — | ||||||
| 2018 | 16,500 | 7,798 | 99,013 | — | ||||||
Valmir Fernandes | 2020 | 17,100 | 15,374 | 82,336 | — | |||||
| 2019 | 16,800 | 9,760 | 83,235 | — | ||||||
| 2018 | 16,500 | 9,891 | 102,057 | — |
| | 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) |
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(6) | Effective January 1, 2022, Mr. Gamble was promoted to Chief Executive Officer and received a salary increase as a result. |
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the annual total compensation of our median-compensated employee, was the annual total compensation of Mark Zoradi our CEO during 2021, as reported in the Summary Compensation Table presented elsewhere in this proxy statement, was based on this information, the ratio of the total compensation of Mr. Zoradi, to the annual total compensation of our median-compensated employee was To identify the median employee from our employee population, we used In making these determinations, we annualized the compensation for employees who were on our payroll as of the Determination Date but were salaried new hires and salaried employees who were on a leave of absence by taking an employee’s compensation for the number of bi-weekly pay periods for which they were2020:2021:$6,011;$5,584; and$6,915,2891,1501,353 to 1.20202021 (the “Determination“Determination Date”) after excluding.approximately 5% or less of our total employees. The jurisdictions and number of employees as permitted byexcluded were: Costa Rica (247), Curacao (37), Guatemala (88), Nicaragua (42), and Peru (555). After the de minimis exception exclusions and as of the applicable rules.October 1, 2021, we had 18,600 employees, comprised of 13,087 U.S. employees and 5,513 non-U.S. employees.actual salary paymentstotal compensation including wages, bonuses and benefits reflected in our payroll records, which we believe is a reasonable method of identifying the median employee. The substantial majority of our employees do not participate in annual bonus ora long-term incentive programs,program, therefore we believe that excluding those programsthat program from consideration does not meaningfully impact the identification of the median employee. employed or actively employed and annualizing such amount for the full year of 26 pay periods. Except for the annualization as described, we did not make any assumptions, adjustments, or estimates with respect to total cash compensation.
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Grant Date(1) Approval Date(2) Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(3) Estimated Future Payouts Under Equity Incentive Plan Awards(4) All Other Stock Awards(5) Grant Date FV of Stock Awards(6) Lee Roy Mitchell Mark Zoradi Sean Gamble Michael Cavalier Valmir Fernandes The grant date of the long-term incentive awards. The dates the Compensation Committee approved the bonus targets and grants of the long-term incentive awards. The reported numbers were the estimated future payouts calculated when the Compensation Committee set the target cash bonus percentages in February.2020. Name Threshold Target Maximum Threshold Target Maximum - 2/12/20 510,001 1,020,001 1,530,002 - - - - - 12/15/20 12/3/20 48,726 $ 764,998 - 2/12/20 687,500 1,375,000 2,062,500 $ 3,299,996 2/19/20 2/12/20 26,017 104,068 182,119 $ 3,299,996 2/19/20 2/12/20 34,689 $ 1,099,988 8/19/20 8/19/20 29,891 $ 329,997 12/15/20 12/3/20 65,684 $ 1,031,239 - 2/12/20 330,000 660,000 990,000 2/19/20 2/12/20 5,723 22,894 40,064 $ 725,960 2/19/20 2/12/20 14,569 $ 1,099,988 8/19/20 8/19/20 12,554 $ 329,997 12/15/20 12/3/20 31,528 $ 1,031,239 - 2/12/20 249,756 499,511 749,267 2/19/20 2/12/20 3,938 15,752 27,566 $ 499,496 2/19/20 2/12/20 10,501 $ 277,494 8/19/20 8/19/20 10,557 $ 116,549 12/15/20 12/3/20 23,861 $ 374,618 - 2/12/20 249,756 499,511 749,267 2/19/20 2/12/20 3,281 13,126 22,970 $ 416,216 2/19/20 2/12/20 8,751 $ 332,987 8/19/20 8/19/20 10,557 $ 116,549 12/15/20 12/3/20 23,861 $ 374,618 As discussed elsewhere in this proxy statement, there were no cash bonus payouts for the year. No cash bonus payouts were paid for 2020.See Executive Compensation Components–Cash Bonus for a description of the cash bonus process, the target cash bonus opportunities of each NEO for 2020 and the impact of COVID-19 on the cash bonus payments for 2020 on page 44. See 2020 Target Total Compensation Mix for the percentage of 2020 total target compensation set in February as target cash bonus.(4)As part of the annual grant cycle, the Compensation Committee awarded Messrs. Zoradi, Gamble, Cavalier and Fernandes an aggregate maximum of 272,719 hypothetical shares of Common Stock 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 18, 2020 of $31.71 per share. In February 2021, as part of the discretion-based decisions related to the impact of COVID-19, the Compensation Committee eliminated the performance metric and certified the number of shares to be issued under the 2019 and 2020 restricted stock units at target. The restricted stock units will remain subject to the additional two-year service requirement and will vest in February 2024. See Executive Compensation Components–Long-term Equity Incentive Compensation for a discussion of the terms of the restricted stock units. See also Impact of COVID-19 on Long-term Incentive Compensation for a discussion of the discretion-based certification of the restricted stock units at target.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 is paid at the same rate the dividend is paid to other stockholders. Prior to the suspension of our dividend in 2020, the quarterly dividend rate was $0.36 per share of Common Stock.57
On February 19, |
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(5) | The aggregate grant date fair values of restricted stock |
44 | | | |
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| 45 |
Number of Shares or Units of Stock That Have Not Vested # Market Value of Shares or Units of Stock That Have Not Vested (7) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested # Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (10) Lee Roy Mitchel Mark Zoradi 10,909 34,689 29,891 (3) (4) (5) $ $ $ 189,926 603,935 520,402 Sean Gamble 6,426 14,569 12,554 (3) (4) (5) $ $ $ 111,877 253,646 218,565 Michael Cavalier 4,824 10,501 10,557 (3) (4) (5) $ $ $ 83,986 182,822 183,797 Valmir Fernandes 4,074 8,751 10,557 23,861 (3) (4) (5) (6) $ $ $ $ 70,928 152,355 183,797 415,420 All 509,890 shares of 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 performance stock units outstanding. The number of shares of Common Stock underlying the The number of shares of restricted stock granted on February 19, 2019 that remained outstanding as of December 31, restrictedperformance stock units outstanding for each NEO as of December 31, 2020.2021. There were no stock options outstanding for any NEO as of December 31, 2020. Stock Awards Name 48,726 (6) $ 848,320 - - 8,007 (1) $ 139,402 15,615 (8) $ 271,857 50,439 (2) $ 878,143 26,017 (9) $ 452,956 65,684 (6) $ 1,143,558 5,380 (1) $ 93,666 4,397 (8) $ 76,552 16,947 (2) $ 295,047 5,723 (9) $ 99,645 31,528 (6) $ 548,902 4,035 (1) $ 70,249 3,256 (8) $ 56,687 12,711 (2) $ 221,299 3,938 (9) $ 68,561 23,861 (6) $ 415,420 3,363 (1) $ 58,550 2,714 (8) $ 47,251 10,592 (2) $ 184,407 3,281 (9) $ 57,130 The number of shares of restricted stock granted on February 19, 2018 that remained outstanding as of December 31, 2020.2021. These shares vested on February 19, 2022.(2)restrictedperformance stock units granted on February 19, 2018. On February 12, 2020, the Compensation Committee certified the performance at 105% of the target opportunity. To the extent the restrictedThe performance stock units vest subject to the additional service requirement,vested, and the Common Stock underlying the restrictedperformance stock units shall bewas issued on February 14,19, 2022.(3)2020. See Impact of COVID-192021. These shares vest on Long-term Incentive Compensation for a discussionthe fourth anniversary of the accelerated vest.
46 | | | |
(5) | The number of shares of restricted stock granted on February 19, 2020 as part of the annual grant cycle. These shares vest 50% on the second and fourth anniversary of the grant date. |
(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, 2021 as part of the annual grant cycle. Fifty percent (50%) of these shares vest on the second and fourth anniversaries of the grant date and fifty percent (50%) of these shares vest on the fourth anniversary of the grant date. |
(8) | The number of shares of restricted stock granted on March 10, 2021 for 2021 merit increases to base salary. These shares vested on March 10, 2022. |
(9) | The number of shares of restricted stock granted to Messrs. Gamble and Cavalier as part of the executive realignment and salary increases as a result of increased roles. Fifty percent (50%) of these shares vest on the second and fourth anniversaries of the grant date and fifty percent (50%) of these shares vest on the fourth anniversary of the grand date. |
(10) | The number of shares of restricted stock awarded |
(11) | The fair market value was calculated based on the closing price of Common Stock on December 31, |
(12) | The number of shares of Common Stock underlying the |
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| over the two-year performance period from January 1, 2019 to December 31, 2020 and satisfaction of an additional two-year service requirement. However, |
(13) | The number of shares of Common Stock underlying the |
(14) | The fair market value was calculated based on the closing price of Common Stock on December 31, |
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2021.
| Name | Stock Awards | |||||||
Number of Shares Acquired on Vesting(1) # | Value Realized on Vesting(2) ($) | |||||||
Lee Roy Mitchell | - | - | ||||||
Mark Zoradi | 124,679 | $ | 3,127,973 | |||||
Sean Gamble | 42,670 | $ | 1,044,633 | |||||
Michael Cavalier | 37,094 | $ | 693,793 | |||||
Valmir Fernandes | 36,126 | $ | 716,371 | |||||
| | 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) |
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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 |
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65,684 shares on December 15, |
| Common Stock on December 14, 2021 of $16.26 per share and the dollar amount realized upon the vesting of 509,890 shares upon his retirement was calculated based upon the closing price of Common Stock on December 23, 2021 of $17.43. |
48 | | | |
Mr. Zoradi’sMs. Thomas’ target cash bonus shall not be less than 100%90% of hisher base salary and the maximum target shall not be less than 150% of his base salary.Mr. Zoradi’s long-termMs. Thomas’ annual equity incentive awards must be at least 200%175% of hisher base salary.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.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.theour NEO’s employment agreements contain various covenants, including covenants related to confidentiality and non-competition (other than certain permitted activities as defined therein). In addition, Mr. Mitchell’s employment agreement has a covenant of non-solicitation (as defined in the employment agreement). All non-compete covenants have a term of one year after termination of the executive’s employment. However, if employment is terminated by the NEO for61Good Reason good reason (as defined in the employment agreements), the covenant of non-competition becomes null and void. The non-solicitation covenant in Mr. Mitchell’s employment agreement has a term of three years after termination of Mr. Mitchell’s employment.
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Termination Due to Death or DisabilityIf Mr. Zoradi resigns for good reason (as defined in the agreement), is terminated by us without cause or upon expiration of the term of the employment agreement, 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.62welfare 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.
Control 2021.controlInformation 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 of 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 to the extent the performance provisions are attained, such equity incentive awards will become fully vested (without regarding to any continued employment requirement).2020 may be found under the headings – Potential Payments UponTermination by us Without Cause or by Executive for Good Reason, Potential Payments Upon Termination due to Change in Control and Potential Payments Upon Death or Disability.2020.2021. For Mr. Zoradi only the amounts payable as a result of his retirement are shown. 63
Health Insurance(3) Life and Disability Insurance(3) Value of Equity Awards(5) Lee Roy Mitchell Mark Zoradi Sean Gamble Michael Cavalier Valmir Fernandes Based on the base salaries in effect as of December 31, For Mr. Zoradi, the amount is the cash bonus he would have received for 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: 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. The amounts reported have been determined based on the following provisions in the respective employment agreements. requirement at the end of his employment agreement. Name Salary (1) Bonus (2) Assistance(4) Total $ 1,020,001 $ 1,414,002 $ 6,124 $ 8,588 $ 86,500 - $ 2,535,215 $ 1,100,000 $ - $ 19,076 $ 35,163 $ 828 $ 8,549,163 $ 9,704,230 $ 1,320,000 $ 837,562 $ 27,340 $ 11,351 $ 828 $ 1,054,073 $ 3,251,154 $ 1,110,025 $ 723,654 $ 27,340 $ 15,221 $ 828 $ 777,677 $ 2,654,745 $ 1,110,025 $ 615,762 $ 25,154 $ 30,748 $ 828 $ 669,989 $ 2,452,505 2020,2021, the amounts reported are calculated as follows: one-timeone-times the base salary for Messrs.Mr. Mitchell and Zoradi and two times the base salary for Messrs. Gamble, Cavalier and Fernandes.Fernandes and Ms. Thomas. Mr. Zoradi retired at the expiration of the term of his employment agreement on December 31, 2021, therefore, no amounts were included. Subject to Treasury Regulations as specified in the respective employment agreements, the amounts would have been payable according to the Company’s normal payroll practices for a period of 24 months to Messrs. Gamble, Cavalier and Fernandes;Fernandes and Ms. Thomas; for a period of 12 months to Mr. Mitchell and through the end of the Term (as defined in the employment agreement) to Mr. Zoradi.20202021 payable according to normal payroll practices. Since the Company did not pay any cash bonus for 2020, Mr. Zoradi’s payment for bonus would have been zero. For Messrs. Mitchell, Gamble, Cavalier and Fernandes, the amounts reported are calculated as follows: the sum of the cash bonus the NEO would have received for 20202021 and the cashgrant date fair value for the stock bonus received by the NEO for 2019. Since the Company did not pay any cash bonus for 2020, the reported amounts are the cash bonuses paid for 2019.2020. The reported amounts would have been payable to Messrs. Mitchell, Gamble, Cavalier and Fernandes and Ms. Thomas in a lump sum within 30 days of termination.welfare benefit plansgroup health and dental insurance programs for a period of 12 months for Mr. Mitchell and 24 months for Messrs. Zoradi, Gamble, Cavalier and Fernandes.Fernandes and Ms. Thomas. Life and Disability insurance includes premiums for basic life insurance, 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 amount reported is based on the use of a 144 square foot office at a rental rate of approximately $23 per square foot per year.agreements,agreement, any outstanding equity award with time-based vesting provisions would have vested as of the terminationhis retirement date. AnyMr. Zoradi’s long-term equity incentive awards with performance-based vesting provisions would have remained outstanding through the remainder of the applicable performance periodwere certified in December 2020 and if or to the extent the performance provisions are attained shall vestvested without regard to any continued employment requirement.
52 | | | |
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Pursuant to the above, the total number of shares of Common Stock subject to the long-term equity incentive awards that would have vested for each of Messrs. Zoradi, Gamble, Cavalier and Fernandes and Ms. Thomas on December 31, 20202021, and that did vest for Mr. Zoradi due to his retirement are as follows:
| | Name | | | ||
Number of Shares | | ||||
| Lee Roy Mitchell | | | — | |
| Mark Zoradi | | | 1,292,920 | |
| Sean Gamble | | | 46,621 | |
| Michael Cavalier | | | 49,951 | |
| Valmir Fernandes | | | 28,989 | |
Restricted Stock Units
| | |||||
Melissa Thomas | | | 13,211 | |
| | 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 | | | — | |
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Health Insurance(3) Life and Disability Insurance(3) Value of Equity Awards(5) Lee Roy Mitchell Mark Zoradi Sean Gamble Michael Cavalier Valmir Fernandes There is no change 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, 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 control, any outstanding equity award granted to the NEO shall be fully vested and all restrictions shall lapse. Name Salary(1) Bonus(2) Assistance(4) Total - - - - - - - $ 2,200,000 $ 2,916,375 $ 23,845 $ 43,954 $ 828 $ 8,549,163 $ 13,734,165 $ 1,320,000 $ 1,256,343 $ 34,175 $ 14,189 $ 828 $ 2,755,098 $ 5,380,632 $ 1,110,025 $ 1,085,481 $ 34,175 $ 19,027 $ 828 $ 2,034,359 $ 4,283,894 $ 1,110,025 $ 923,643 $ 31,443 $ 38,435 $ 828 $ 1,796,085 $ 3,900,458 20202021 payable in a lump sum within 30 days of such termination.20202021 and one and a half times the cashgrant date fair value of the stock bonus received by the NEO for 2019,2020, payable in a lump sum within 30 days of such termination. The Company did not pay any cash bonus for 2020 soMr. Zoradi retired at the NEOs would have received only 1.5x the 2019 cash bonus.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.65(4) 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 year.on for each NEO other than Mr. Zoradi upon termination due to a change in control on December 31, 20202021 are as follows: Name - Mark Zoradi 149,180 Sean Gamble 70,457 Michael Cavalier 53,778 Valmir Fernandes 50,606
RestrictedTABLE OF CONTENTS
| | Name | | | ||
Number of Shares | | ||||
| Lee Roy Mitchell | | | — | |
| Sean Gamble | | 57,428 | | |
| Michael Cavalier | | 41,488 | | |
| Valmir Fernandes | | 34,554 | | |
| Melissa Thomas | | — | | |
| 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 | $ | - | $ | 6,124 | $ | 8,588 | $ | 86,500 | $ | 39,403 | $ | 1,160,616 | ||||||||||||||
Mark Zoradi | $ | 1,100,000 | $ | - | $ | 9,538 | $ | 17,582 | $ | 828 | $ | 6,485,834 | $ | 7,613,782 | ||||||||||||||
Sean Gamble | $ | 660,000 | $ | - | $ | 13,670 | $ | 5,675 | $ | 828 | $ | 1,054,073 | $ | 1,734,246 | ||||||||||||||
Michael Cavalier | $ | 555,012 | $ | - | $ | 13,670 | $ | 7,611 | $ | 828 | $ | 777,677 | $ | 1,354,798 | ||||||||||||||
Valmir Fernandes | $ | 555,012 | $ | - | $ | 12,577 | $ | 5,374 | $ | 828 | $ | 669,989 | $ | 1,253,780 | ||||||||||||||
| | 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) | ||||
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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 |
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| | Name | | | ||
Number of Shares | | ||||
| Sean Gamble | | 46,621 | | |
| Michael Cavalier | | 49,591 | | |
| Valmir Fernandes | | 28,989 | | |
| Melissa Thomas | | |||
13,211 | | ||||
Restricted
| | Name | | | ||
Number of Shares | | ||||
| Sean Gamble | | 46,621 | | |
| Michael Cavalier | | 41,488 | | |
| Valmir Fernandes | | 34,554 | | |
| Melissa Thomas | | |||
— | | ||||
DELINQUENT SECTION 16(a) REPORTS
To the Company’s knowledge, during 2020, all Section 16(a) filing requirements applicable to its insiders were complied with except for the late reporting on Form 4 for one transaction for each of Messrs. Zoradi, Gamble, Cavalier and Fernandes.
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5% Stockholders FMR LLC(2) BlackRock, Inc.(3) Wellington Management Group LLP(4) The Vanguard Group(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%.119,539,989121,178,172 shares of Common Stock outstanding as of the Record Date. As of the Record Date, there were 1,153963 holders of record of our Common Stock. Beneficial Ownership Names of Beneficial Owner Number(1) Percentage 15,268,540 13 % 12,284,669 10 % 11,475,166 10 % 9,318,753 8 % 10,176,031 9 % 701,204 * 214,110 * 256,536 * 139,081 * 22,223 * 82,973 * 16,549 * 61,943 * 68,054 * 48,949 * 28,902 * 23,946 * 11,840,501 10 % * 68
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(2) |
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Based upon statements in Schedule 13G/A filed by BlackRock, Inc. on |
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(3) | Based upon statements in Schedule 13G/A filed by The Vanguard Group on |
(4) | Based upon statements in Schedule 13G/A filed by Wellington Management Group LLP Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP (collectively the Welling Entities) on February 4, 2022. Each of Wellington Management Group, Wellington Group, as investment advisers, has shared voting power with respect to 10,617,030 shares. Wellington Management Company LLP, as a parent holding company or control person, has shared voting power with respect to 8,955,539 shares and shared dispositive power with respect to 10,258,063 shares. The address of Wellington Entities is c/o Wellington Management Company LLP, 280 Congress Street Boston, MA 02210. |
(5) | Includes 4,419,095 shares of Common Stock owned by The Mitchell Special Trust. Mr. Mitchell is the co-trustee of The Mitchell Special Trust. Mr. Mitchell expressly disclaims beneficial ownership of all shares held by The Mitchell Special Trust. |
(6) | Includes |
(7) | Includes |
(8) | Includes |
(9) | Includes |
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(10) | Includes |
(11) | Includes 5,203 shares of restricted stock, 3,568 shares held by LEGATUM Partners, L.P., of which shares Mr. Chereskin is the beneficial owner and 9,736 shares held in a grantor trust of which Mr. Chereskin’s spouse is a trustee. |
(12) | Includes |
(13) | The numbers reported do not include |
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virtual-onlyvirtual Annual Meeting, stockholders as of the Record Date must use the following link: www.virtualshareholdermeeting.com/CNK2021CNK2022 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 be able to vote shares electronically on all items to be considered at the Annual Meeting. 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.vote?vote?•via the Internet – Visit www.proxyvote.com. Follow the instructions shown on your proxy card. Votes submitted via the internet must be received by 10:59 p.m. CDT, on May 19, 2021;•by telephone — Follow the instructions shown on your proxy card. Votes submitted by telephone must be received by 10:59 p.m. CDT, on May 19, 2021;•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•by attending the virtual Annual Meeting — Follow the instructions on the Annual Meeting Website. You will need the control number printed on your proxy card. Submitting your proxy, whether via the Internet, by telephone, or by mail will not affect your right to vote at the virtual Annual Meeting should you decide to attend the Annual Meeting.•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. CDT, on May 19, 2021; or•by attending the virtual Annual Meeting — If you wish to vote at the Annual Meeting, you will need to obtain a voting instruction form from your broker or bank that holds your shares of record. You will need the control number printed on your voting instruction form in order to vote at the Annual Meeting.18, 2021.17, 2022. You should have a proxy card or voting instruction form in hand when you access the website and follow the instructions. In order to allow us to answer questions from as many stockholders as possible during the Annual Meeting, each stockholder will be limited to one (1) question. Questions pertinent to the business of the Annual Meeting will be read aloud and answered during the Annual Meeting, subject to time constraints. Appropriate questions received that are not addressed at the Annual Meeting due to time constraints will be posted, along with our responses, in the Investor Relations section of our website as soon as practical after the conclusion of the Annual Meeting.
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receive notice of the Annual Meeting, and vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.MeetingMeeting??CNK2021CNK2022. Stockholders requesting access to the list will be asked to provide the 16-digit control number found on their proxy card or voting instruction form previously mailed or made available to stockholders entitled to vote at the Annual Meeting.Meeting?Meeting?IIIII directors, to ratify the selection of Deloitte and& Touche as our independent registered public accounting firm for 20212022 and to hold a non-binding, advisory vote on our 20202021 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 and& Touche as our independent registered public accounting firm for 20212022 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 2020.2021. 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.mean?mean?2021.2022. 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)“non-routine”“non-routine” items without your instructions.
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counted as present at the Annual Meeting if you are present and vote at the Annual Meeting, if you vote via the Internet, by telephone, by mail or if you are represented by proxy. Abstentions and “broker non-votes” are counted as present for the purpose of determining the presence of a quorum.
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 instructions
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How are broker non-votes and abstentions treated?
and& Touche as our independent registered public accounting firm for 2021;2022; and
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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 and voting your shares.
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If your shares are held in street name, you must contact your broker or bank in order to revoke your proxy. Generally, you may change your vote by submitting new voting instructions to your broker or bank, or, by attending the Annual Meeting and voting if you have obtained a voting instruction form from your broker or bank giving you the right to vote your shares.
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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;
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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; and
the nominee’s consent to be named as a nominee and to serve on the Board.
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By Order of the Board of Directors, &20202021 Annual Report Form 10-K (without exhibits) as filed with the SEC. Your request should be mailed to the Company’s offices, addressed as follows: Cinemark Holdings, Inc., Attention: Company Secretary, 3900 Dallas Parkway, Plano, Texas 75093. A free copy of the 20202021 Annual Report Form 10-K may also be obtained at the website maintained by the SEC at www.sec.gov or by visiting our website at https://ir.cinemark.com/ and clicking on the “Financials” tab and then on “SEC Filings.”75and Secretary2, 20216, 2022 76
| | | | Q4 2021 | | | Twelve Months Ended 12-31-2021 | | |
| | Net income | | | $ 6,482 | | | $ (422,215) | |
| | Add (deduct): | | | | | | ||
| | Income taxes | | | (1,233) | | | (16,802) | |
| | Interest expense | | | 38,122 | | | 149,702 | |
| | Loss on extinguishment of debt | | | — | | | 6,527 | |
| | Other expense, net (a) | | | 8,163 | | | 43,532 | |
| | Cash distributions from other equity investees(b) | | | — | | | 156 | |
| | Depreciation and amortization | | | 63,075 | | | 265,363 | |
| | Impairment of long-lived assets | | | 13,365 | | | 20,845 | |
| | Restructuring costs | | | 287 | | | (1,001) | |
| | (Gain) loss on disposal of assets and other | | | 142 | | | 8,025 | |
| | Non-cash rent | | | (1,648) | | | (3,451) | |
| | Share based awards compensation expense(c) | | | 12,682 | | | 29,271 | |
| | Adjusted EBITDA | | | $139,437 | | | $79,952 | |
| (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 respective investment balances. These distributions are reported entirely within the U.S. operating segment. |
| (c) | Non-cash expense included in general and administrative expenses. |
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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Thursday, May 20, 2021TABLE OF CONTENTS
9:00 a.m. CDT
www.virtualshareholdermeeting.com/CNK2021
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Form 10-K and Notice and Proxy Statement are available at www.proxyvote.com
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