secwatch / observer

National CineMedia, Inc. — fact timeline

Source-grounded facts extracted from National CineMedia, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

NCMI National CineMedia, Inc. JSON
Shareholder Votes

National CineMedia, Inc. shareholders approved To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the year ending December 31, 2026 at the 2026-05-07 meeting.

“Proposal No. 3 — To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the year ending December 31, 2026 For Against Abstentions Broker Non-Votes 76,742,632 33,915 23,737 -”
Shareholder Votes

National CineMedia, Inc. shareholders approved Advisory Approval of the Company’s Executive Compensation at the 2026-05-07 meeting.

“Proposal No. 2 — Advisory Approval of the Company’s Executive Compensation For Against Abstentions Broker Non-Votes 62,083,196 9,015,203 1,247,467 4,454,418”
Shareholder Votes

National CineMedia, Inc. shareholders approved Election of Directors at the 2026-05-07 meeting.

“Proposal No. 1— Election of Directors Name For Withheld Broker Non-Votes David E. Glazek 71,517,527 828,339 4,454,418 Nicholas Bell 71,535,953 809,913 4,454,418 Kelly Campbell Kotzman 72,139,778 206,088 4,454,418 Juliana F. Hill 72,138,903 206,963 4,454,418 Thomas F. Lesinski 72,204,008 141,858 4,454,418 Joseph Marchese 72,140,441 205,425 4,454,418 Simon Mullaly 71,989,967 355,899 4,454,418 Mark Sadie 72,011,656 334,210 4,454,418”
Earnings Releases

National CineMedia, Inc. reported the second quarter of 2026 results: revenue $57.0 million to $63.0 million. Guidance initiated.

“For the second quarter of 2026, NCM LLC expects to earn total revenue of $57.0 million to $63.0 million and Adjusted OIBDA in the range of $1.0 million to $5.0 million.”
Earnings Releases

National CineMedia, Inc. reported the fiscal first quarter ended April 2, 2026 results: revenue $34.0 million, net income $28.6 million, or $0.31 net loss per diluted share.

“Total revenue for the first quarter ended April 2, 2026 decreased 2.6% to $34.0 million as compared to $34.9 million for the first quarter of 2025. Operating loss increased to $26.9 million for the first quarter of 2026 from operating loss of $23.9 million for the first quarter of 2025. Net loss decreased to $28.6 million, or $0.31 net loss per diluted share, for the first quarter of 2026 from net loss of $30.7 million, or $0.32 net loss per diluted share, for the first quarter of 2025.”
Governance Changes

National CineMedia, Inc.: Increased number of directors from seven to eight effective immediately prior to the 2026 Annual Meeting of Stockholders on May 7, 2026 (effective 2026-05-07).

“On March 26, 2026, the Board of Directors (the “Board”) of National CineMedia, Inc. ( the “Company”) adopted an amendment to Section 3.02 (the “Amendment”) of the Company’s Amended and Restated Bylaws (the “Bylaws”) increasing the number of directors from seven to eight effective immediately prior to the start of the Company’s 2026 Annual Meeting of Stockholders scheduled to occur on May 7, 2026.”
Governance Changes

National CineMedia, Inc.: Reduced board size from nine to seven directors effective immediately before the 2025 Annual Meeting (effective 2025-05-01).

“the Board of Directors (the “Board”) of the Company adopted an amendment to Section 3.02 (the “Amendment”) of the Company’s Amended and Restated Bylaws (the “Bylaws”) that, effective immediately prior to the start of the Company’s 2025 Annual Meeting of Stockholders to occur on May 1, 2025, reduces the number of directors from nine to seven.”

Nathan "Tripp" Lane was elected as Director at National CineMedia, Inc..

“On May 22, 2024, the Board elected Nathan “Tripp” Lane as a member of the Board.”

Tiago Lourenço resigned as Director at National CineMedia, Inc..

“On May 17, 2024, Tiago Lourenço notified National CineMedia, Inc. (“NCM, Inc.” or “the Company”) of his resignation from the Company’s Board of Directors (the “Board”), effective immediately.”

Scott D. Felenstein departed as President - Sales, Marketing and Partnerships at National CineMedia, Inc..

“Scott D. Felenstein, the Company's current President - Sales, Marketing and Partnerships, will step down from his role as of the Effective Date and depart the Company at the end of his contract on June 30, 2024.”

Catherine Sullivan was appointed as President - Sales, Marketing and Partnerships at National CineMedia, Inc..

“appointed Catherine Sullivan, 58, as the Company's President - Sales, Marketing and Partnerships.”
Shareholder Votes

National CineMedia, Inc. shareholders approved To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the year ending December 26, 2024 at the 2024-05-09 meeting.

“Proposal No. 3 — To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the year ending December 26, 2024 For Against Abstentions Broker Non-Votes 51,906,205 72,652 171,923 —”
Shareholder Votes

National CineMedia, Inc. shareholders approved Advisory Approval of the Company’s Executive Compensation at the 2024-05-09 meeting.

“Proposal No. 2 — Advisory Approval of the Company’s Executive Compensation For Against Abstentions Broker Non-Votes 34,236,871 4,862,021 207,051 12,844,837”
Shareholder Votes

National CineMedia, Inc. shareholders approved Election of Directors at the 2024-05-09 meeting.

“Proposal No. 1 — Election of Directors Name For Withheld Broker Non-Votes Lauren Zalaznick 39,079,354 226,589 12,844,837 Bernadette Aulestia 39,083,173 222,770 12,844,837 Nicholas Bell 39,080,545 225,398 12,844,837 David E. Glazek 31,190,943 8,115,000 12,844,837 Juliana F. Hill 33,910,262 5,395,681 12,844,837 Thomas F. Lesinski 34,555,861 4,750,082 12,844,837 Tiago Lourenço 33,663,459 5,642,484 12,844,837 Jean-Philippe Maheu 39,083,140 222,803 12,844,837 Joseph Marchese 39,089,290 216,653 12,844,837”
Earnings Releases

National CineMedia, Inc. reported fiscal first quarter ended March 28, 2024 results: revenue $37.4 million, net income $34.7 million, EPS negative $0.36 per diluted share. Guidance initiated.

“Total revenue for the first quarter, ended March 28, 2024, increased 7.2% to $37.4 million as compared to $34.9 million for the comparable quarter last year.”
Auditor Changes

National CineMedia, Inc. engaged Grant Thornton LLP as its auditor.

“On March 19, 2024, the audit committee (the “Audit Committee”) of the Board of Directors of the Company approved the appointment of Grant Thornton LLP (“Grant Thornton”), as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2024, effective immediately and concurrent with the dismissal of Deloitte & Touche LLP (“Deloitte”).”
Auditor Changes

National CineMedia, Inc. dismissed Deloitte & Touche LLP as its auditor.

“On March 19, 2024, the audit committee (the “Audit Committee”) of the Board of Directors of the Company approved the appointment of Grant Thornton LLP (“Grant Thornton”), as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2024, effective immediately and concurrent with the dismissal of Deloitte & Touche LLP (“Deloitte”).”
Earnings Releases

National CineMedia, Inc. reported full year 2023 results: revenue $259.8 million.

“expense due to the cancellation of historical debt after NCM LLC’s emergence from bankruptcy. FY 2023 NCM LLC Results 1 For fiscal year 2023, NCM LLC delivered total revenue of $259.8 million, up 4% compared to $249.2 million in fiscal year 2022. NCM LLC’s national advertising revenue increased to $190.1 million, up 2% compared to revenue of $187.2 million in fiscal”
Earnings Releases

National CineMedia, Inc. reported fiscal fourth quarter ended December 28, 2023 results: revenue $90.9 million, net income $23.7 million, EPS $0.24.

“repurchase program may be modified, suspended, or discontinued at any time. Q4 2023 NCM LLC Results 1 In the fourth quarter of 2023, NCM LLC delivered total operating revenue of $90.9 million, approximately flat compared to $91.7 million in the fourth quarter of 2022. NCM LLC’s national advertising revenue increased to $71.9 million, up 2% compared to $70.4 million in”
Material Agreements

National CineMedia, Inc. amended Sixth Amendment (effective 2024-03-18).

“On March 18, 2024 National CineMedia, LLC (“NCM LLC”) entered into a Sixth Amendment (the “LLC Agreement Amendment”) to NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement (the “LLC Agreement”).”
Governance Changes

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

“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”).”
Shareholder Votes

National CineMedia, Inc. shareholders approved Non-binding advisory vote on the frequency of future advisory votes on executive compensation at the 2023-11-02 meeting.

“in a non-binding advisory vote on the frequency of future advisory votes on executive compensation held at the Company’s 2023 Annual Meeting of Stockholders, stockholders cast the greatest number of votes in favor of holding future votes every one year”
Earnings Releases

National CineMedia, Inc. reported the fourth quarter of 2023 results: revenue $85.0 million to $88.0 million. Guidance initiated.

“For the fourth quarter of 2023, NCM LLC expects to earn total revenue of $85.0 million to $88.0 million”
Earnings Releases

National CineMedia, Inc. reported the third quarter 2023, ended September 28, 2023 results: revenue $69.6 million. Guidance reaffirmed.

“advertising platform, NCM is well positioned to unlock significant shareholder value going forward.” In the third quarter of 2023, NCM LLC delivered total operating revenue of $69.6 million, up 27.7% compared $54.5 million in the third quarter of 2022. NCM LLC’s national advertising revenue increased to $52.0 million, up 31.0% compared to $39.7 million in the third”
Shareholder Votes

National CineMedia, Inc. shareholders approved To ratify the appointment of Deloitte & Touche LLP as the Company's independent auditors for the year ending December 28, 2023 at the 2023-11-02 meeting.

“Proposal No. 5 — To ratify the appointment of Deloitte & Touche LLP as the Company's independent auditors for the year ending December 28, 2023 For Against Abstentions Broker Non-Votes 55,066,339 183,654 416,517 —”
Shareholder Votes

National CineMedia, Inc. shareholders approved Approval of Increase in Number of Shares Available Under the 2020 Omnibus Incentive Plan at the 2023-11-02 meeting.

“Proposal No. 4 — Approval of Increase in Number of Shares Available Under the 2020 Omnibus Incentive Plan For Against Abstentions Broker Non-Votes 46,094,470 5,694,862 577,548 3,299,630”
Shareholder Votes

National CineMedia, Inc. shareholders approved Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes at the 2023-11-02 meeting.

“Proposal No. 3 — Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 51,653,330 35,173 297,217 381,160 3,299,630”
Shareholder Votes

National CineMedia, Inc. shareholders approved Advisory Approval of the Company's Executive Compensation at the 2023-11-02 meeting.

“Proposal No. 2 — Advisory Approval of the Company's Executive Compensation For Against Abstentions Broker Non-Votes 45,036,688 6,755,912 574,280 3,299,630”
Shareholder Votes

National CineMedia, Inc. shareholders approved Election of Directors at the 2023-11-02 meeting.

“Proposal No. 1 — Election of Directors Name For Withheld Broker Non-Votes Lauren Zalaznick 52,166,155 200,725 3,299,630 Bernadette Aulestia 52,175,216 191,664 3,299,630 Nicholas Bell 52,152,509 214,371 3,299,630 David E. Glazek 47,538,209 4,828,671 3,299,630 Juliana F. Hill 47,713,673 4,653,207 3,299,630 Thomas F. Lesinski 47,686,961 4,679,919 3,299,630 Tiago Lourenço 47,740,995 4,625,885 3,299,630 Jean-Philippe Maheu 52,143,515 223,365 3,299,630 Joe Marchese 52,120,959 245,921 3,299,630”
Governance Changes

National CineMedia, Inc.: Filed Certificate of Designation for Series B Non-Convertible Preferred Stock (effective 2023-08-07).

“On August 7, 2023, the Company filed a Certificate of Designation for the Company’s Series B Non-Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”).”
Debt Financings

National CineMedia, Inc. incurred revolving credit of $55,000,000 with CIT Northbridge Credit LLC at base rate or SOFR benchmark plus (i) 3.75% if less than 50% of revolving commitm maturing August 7, 2026.

“On August 7, 2023, NCM LLC entered into a Loan, Security and Guarantee Agreement (the “Credit Agreement”) with the lenders party thereto and CIT Northbridge Credit LLC as agent. Under the Credit Agreement, NCM LLC has access to a revolving credit facility with aggregate commitments totaling $55,000,000 (the “Credit Facility”).”
Material Agreements

National CineMedia, Inc. entered into Director Designation Agreement with Consenting Creditor Designation Committee and Blantyre Capital Limited valued at Designation rights for up to six directors by Designation Committee and Blantyre based on ownership (effective 2023-08-07).

“On August 7, 2023, the Company entered into a Director Designation Agreement (the “Designation Agreement”) among the Company, the Consenting Creditor Designation Committee (the “Designation Committee”) and Blantyre Capital Limited (“Blantyre”) in accordance with the Plan. The Designation Agreement provides for the designation of up to six directors, three of whom must be independent, by the Designation Committee and Blantyre.”
Material Agreements

National CineMedia, Inc. entered into Fifth Amendment to Third Amended and Restated Limited Liability Company Operating Agreement with NCM LLC valued at Amendments to operating agreement related to Chapter 11 case, quorum, amendments, Credit Agreement, (effective 2023-08-07).

“On August 7, 2023 NCM LLC entered into a Fifth Amendment to NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement (the “LLC Agreement Amendment”). The LLC Agreement Amendment reflects modifications necessary due to the Chapter 11 case, including clarifications regarding a quorum and amendments requiring only a majority of the outstanding units, the Credit Agreement, the issuance of the Series B Preferred Stock (defined below), and other general clarifications.”
Material Agreements

National CineMedia, Inc. entered into Loan, Security and Guarantee Agreement with CIT Northbridge Credit LLC valued at Revolving credit facility with aggregate commitments totaling $55,000,000 maturing August 7, 2026 (effective 2023-08-07).

“On August 7, 2023, NCM LLC entered into a Loan, Security and Guarantee Agreement (the “Credit Agreement”) with the lenders party thereto and CIT Northbridge Credit LLC as agent. Under the Credit Agreement, NCM LLC has access to a revolving credit facility with aggregate commitments totaling $55,000,000 (the “Credit Facility”).”

Lauren Zalaznick was appointed as Chair of the Board at National CineMedia, Inc..

“The Board also confirmed the appointment of Ms. Zalaznick as Chair of the Board.”

Jean-Phillipe Maheu was elected as Director at National CineMedia, Inc..

“On August 7, 2023, the Board elected Bernadette Aulestia, Nicholas Bell, Tiago Lourenço, Joe Marchese, Jean-Phillipe Maheu and Lauren Zalaznick as members of the Board.”

Joe Marchese was elected as Director at National CineMedia, Inc..

“On August 7, 2023, the Board elected Bernadette Aulestia, Nicholas Bell, Tiago Lourenço, Joe Marchese, Jean-Phillipe Maheu and Lauren Zalaznick as members of the Board.”

Tiago Lourenço was elected as Director at National CineMedia, Inc..

“On August 7, 2023, the Board elected Bernadette Aulestia, Nicholas Bell, Tiago Lourenço, Joe Marchese, Jean-Phillipe Maheu and Lauren Zalaznick as members of the Board.”

Nicholas Bell was elected as Director at National CineMedia, Inc..

“On August 7, 2023, the Board elected Bernadette Aulestia, Nicholas Bell, Tiago Lourenço, Joe Marchese, Jean-Phillipe Maheu and Lauren Zalaznick as members of the Board.”

Bernadette Aulestia was elected as Director at National CineMedia, Inc..

“On August 7, 2023, the Board elected Bernadette Aulestia, Nicholas Bell, Tiago Lourenço, Joe Marchese, Jean-Phillipe Maheu and Lauren Zalaznick as members of the Board.”

Mark Zoradi resigned as Director at National CineMedia, Inc..

“On August 7, 2023, Lawrence A. Goodman, Kurt Hall, Mark Segall, Donna Reisman and Mark Zoradi notified the Company of their resignations from the Company’s Board of Directors (the “Board”), effective immediately in connection with the Effective Date.”

Donna Reisman resigned as Director at National CineMedia, Inc..

“On August 7, 2023, Lawrence A. Goodman, Kurt Hall, Mark Segall, Donna Reisman and Mark Zoradi notified the Company of their resignations from the Company’s Board of Directors (the “Board”), effective immediately in connection with the Effective Date.”

Mark Segall resigned as Director at National CineMedia, Inc..

“On August 7, 2023, Lawrence A. Goodman, Kurt Hall, Mark Segall, Donna Reisman and Mark Zoradi notified the Company of their resignations from the Company’s Board of Directors (the “Board”), effective immediately in connection with the Effective Date.”

Kurt Hall resigned as Director at National CineMedia, Inc..

“On August 7, 2023, Lawrence A. Goodman, Kurt Hall, Mark Segall, Donna Reisman and Mark Zoradi notified the Company of their resignations from the Company’s Board of Directors (the “Board”), effective immediately in connection with the Effective Date.”

Lawrence A. Goodman resigned as Director at National CineMedia, Inc..

“On August 7, 2023, Lawrence A. Goodman, Kurt Hall, Mark Segall, Donna Reisman and Mark Zoradi notified the Company of their resignations from the Company’s Board of Directors (the “Board”), effective immediately in connection with the Effective Date.”
Governance Changes

National CineMedia, Inc.: Filed a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2023-08-03).

“On August 3, 2023 (the “Effective Date”), National CineMedia, Inc., (the “Company” or “NCM, Inc.”) filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of the Company’s issued and outstanding common stock, par value $0.01 per share (the “Common Stock”), effective upon the filing of the Certificate of Amendment (the “Reverse Stock Split”).”
Shareholder Votes

National CineMedia, Inc. shareholders approved Adopt the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split at the 2023-08-02 meeting.

“Proposal No. 1 — Adopt the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split Type of Security For Against Abstentions Broker Non-Votes Common Stock 75,279,465 2,515,152 66,010 — Series A Preferred 1,087,350,000 — — — Total 1,162,629,465 2,515,152 66,010 — This proposal required the approval of both (i) the affirmative vote of a majority of the votes cast by the holders of shares of the Common Stock and Series A Preferred stock, voting together as a class, and (ii) the affirmative vote of a majority of the votes cast by the holders of shares of the Common Stock. Both voting standards were satisfied at the Special Meeting and the proposal was approved.”
Governance Changes

National CineMedia, Inc.: Filed Certificate of Designation for Series A Preferred Stock, designating 5,000,000 shares with voting rights (effective 2023-06-27).

“On June 27, 2023, the Company filed a Certificate of Designation for the Company’s Series A Preferred Stock with the Secretary of State (the “Certificate of Designation”).”
Distress & Bankruptcy

National CineMedia, Inc. entered chapter 11 in United States Bankruptcy Court for the Southern District of Texas (petition 2023-04-11).

“As previously disclosed, on April 11, 2023 (the “Petition Date”), National CineMedia, LLC (“NCM LLC”), the operating company for National CineMedia, Inc. (“NCM, Inc.” or the “Company”), filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the Bankruptcy Code.”
Listing & Compliance Notices

National CineMedia, Inc. received a nasdaq hearing update notice regarding other.

“June 14, 2023, the Company received written notice from Nasdaq that the Panel had approved the Company’s request for continued listing, on an interim basis through July 26, 2023, subject to the Company updating the Panel on the status of the approval of the Plan (defined below). As previously disclosed, on April 12, 2023, National CineMedia, LLC (“NCM LLC”), the operating company for the Company, filed a voluntary petition seeking relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), and”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.