UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 28, 2014
Carmike Cinemas, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 000-14993 | 58-1469127 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) | ||
1301 First Avenue, Columbus, Georgia |
31901 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (706) 576-3400
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 Companys 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 Companys 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:
Name |
For | Withheld | Broker 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:
For |
Against | Abstentions | Broker 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:
For |
Against | Abstentions | Broker 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:
For |
Against | Abstentions | Broker 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 Companys Independent Registered Public Accounting Firm for Fiscal 2014 were as follows:
For |
Against | Abstentions | Broker 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:
For |
Against | Abstentions | Broker 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 Carmikes proxy statement filed on April 18, 2014, and incorporated herein by reference. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CARMIKE CINEMAS, INC. | ||||||
Date: June 3, 2014 | By: | /s/ Richard B. Hare | ||||
Richard B. Hare | ||||||
Senior Vice PresidentFinance, Treasurer and Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
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 Carmikes proxy statement filed on April 18, 2014, and incorporated herein by reference. |