National CineMedia adopts modified equity awards per bankruptcy plan; cuts quorum to one-third

National CineMedia, Inc.

Compensation Committee approved time-based RSUs vesting 30% by Dec 2024, then quarterly through 2026.
Performance-based RSUs: 50% tied to total shareholder value ($8.75-$12.75 threshold) and 50% to unlevered FCF per share targets.
Bylaws amended to reduce stockholder meeting quorum from a majority to one-third of outstanding shares.
Awards issued under Emergence Management Incentive Plan Requirement from August 2023 Chapter 11 emergence.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

National CineMedia, Inc.: Amended Bylaws to reduce stockholder meeting quorum from majority to one-third of outstanding voting shares (effective 2024-02-01).

Change: bylaw amendment
Effective: 2024-02-01

Exact text from the filing

On February 1, 2024, the Board of Directors of the Company adopted an amendment (the “Bylaws Amendment”) to the Company’s Amended and Restated Bylaws to reduce the quorum required at all meetings of the Company’s stockholders for the transaction of business, to one-third of the stock issued and outstanding and entitled to vote, represented in person or by proxy, except as otherwise provided by statute or by the Company’s amended and restated certificate of incorporation, as amended, (the “Reduced Quorum Requirement”).

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National CineMedia, Inc. filing history →

Source: SEC EDGAR

accession 0001377630-24-000008

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