News Column

CARMIKE CINEMAS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 3, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective on May 28, 2014, upon approval by the stockholders at the 2014 Annual Meeting of Stockholders of Carmike Cinemas, Inc. (the "Company"), the Company adopted the Carmike Cinemas, Inc. 2014 Incentive Stock Plan (the "Plan"). A description of the material terms of the Plan are set forth under the heading "Description of 2014 Incentive Stock Plan" in the Company's proxy statement filed with the Securities and Exchange Commission on April 18, 2014, which description is hereby incorporated into this Item 5.02(e) by reference. The text of the Plan is set forth in Appendix A to the Company's proxy statement, which text is hereby incorporated into this Item 5.02(e) by reference. The Plan, as amended and restated, is also incorporated by reference in Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 28, 2014, Carmike Cinemas, Inc. (the "Company") held its annual meeting of stockholders. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders.

Proposal One: Votes regarding the election of eight directors to serve for the ensuing year or until their successors are duly elected and have qualified were as follows: Broker Name For Withheld Non-Votes Mark R. Bell 19,165,465 263,444 1,015,919 Jeffrey W. Berkman 19,165,154 263,755 1,015,919 Sean T. Erwin 19,165,465 263,444 1,015,919 James A. Fleming 19,165,465 263,444 1,015,919 Alan J. Hirschfield 19,107,001 321,908 1,015,919 S. David Passman III 19,148,830 280,079 1,015,919 Roland C. Smith 19,100,865 328,044 1,015,919 Patricia A. Wilson 19,165,465 263,444 1,015,919



Proposal Two: Votes on a proposal to amend the Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance from 35 million to 52.5 million shares were as follows:

Broker For Against Abstentions Non-Votes 19,974,267 420,901 2,632 47,028



Proposal Three: Votes on a proposal to approve the adoption of the Carmike Cinemas, Inc. 2014 Incentive Stock Plan were as follows:

Broker For Against Abstentions Non-Votes 18,898,650 358,952 171,307 1,015,919



Proposal Four: Votes on a proposal to approve the adoption of the Carmike Cinemas, Inc. 2014 Employee Stock Purchase Plan were as follows:

Broker For Against Abstentions Non-Votes 19,246,879 172,156 9,874 1,015,919 Proposal Five: Votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2014 were as follows: Broker For Against Abstentions Non-Votes 19,819,730 332,814 292,284 N/A Proposal Six: Votes on the advisory vote to approve executive compensation were as follows: Broker For Against Abstentions Non-Votes 18,643,748 658,397 164,293 978,390



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit 10.1 Carmike Cinemas, Inc. 2014 Incentive Stock Plan, as amended and

restated, approved by the stockholders on May 28, 2014, filed as Appendix A to Carmike's proxy statement filed on April 18, 2014, and incorporated herein by reference.



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters