CENTENNIAL, Colo.–(BUSINESS WIRE)–
National CineMedia, Inc. (NCMI) (“NCM, Inc.” or “the Company”), the managing affiliate and buyer of 48.8% of Civic CineMedia, LLC (“NCM LLC”), the abettor of the better in-theater agenda media arrangement in North America, appear today that it has entered into an acceding with Standard General L.P. (“Standard General”) to anon add one new absolute administrator to the Company’s Board of Admiral and, if NCM, Inc. stockholders accept an alteration to the Company’s Amended and Restated Certificate of Incorporation, to appoint up to two absolute admiral appointed by Standard General at anniversary of the Company’s anniversary affairs occurring during the standstill period. Standard General is NCM, Inc.’s better stockholder, currently owning about 18% of the Company’s outstanding accepted stock.
Under the agreement, Andrew P. Glaze, an advance able at Standard General, will be appointed to the NCM, Inc. Board aural the aing 30 canicule and will be nominated for acclamation at the Company’s 2018 Anniversary Affair of Stockholders. Additionally at the 2018 Anniversary Meeting, NCM, Inc. will seek stockholder approval for an alteration to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors, access the best admeasurement of the Board to eleven admiral and to alter assertive Board approval rights (collectively the “Proposed Charter Amendment”). If the Company’s stockholders accept the Proposed Charter Alteration at the 2018 Anniversary Meeting, the Company has agreed to appoint two individuals (including Mr. Glaze or his replacement) appointed by Standard General for acclamation to the Board at the Company’s 2019 Anniversary Affair of Stockholders and at anniversary consecutive Company anniversary affair occurring during the standstill period. Per the acceding with Standard General, the standstill aeon agency the aeon alpha on June 1, 2018 and catastrophe on the ancient to action of (x) the 2018 Anniversary Affair if the Proposed Alteration is not accustomed by the Company’s stockholders and (y) 30 canicule above-mentioned to the borderline for stockholder nominations and proposals to be voted on at the Company’s 2022 Anniversary Meeting.
Pursuant to the agreement, Paula Williams Madison, an NCM, Inc. administrator back 2014, will footfall bottomward from the Board anon above-mentioned to Mr. Glaze’s arrangement and Mr. Glaze will be appointed to ample the abstraction created by Ms. Madison’s abandonment from the Board.
“We are admiring to acceptable Standard General’s appointee to our Board as we abide our focus on active amount and architecture on NCM’s different position as the better cinema announcement arrangement in America,” said Scott Schneider, Chairman of the Board of NCM, Inc. “Together with the connected abutment of our adviser partners, we accept Andrew’s acquaintance and insights will acquiesce him to accomplish admired contributions to these efforts. As we acceptable Andrew, we additionally acknowledge Paula for her years of account to the Board and the ability she has provided in the beheading of our strategy. We ambition her all the best in the future.”
“National CineMedia is a awful assisting business with a arch announcement network, and it has a cogent befalling to accomplish acceptable growth,” said Soohyung Kim, Managing Partner of Standard General. “We are admiring to accept formed constructively with the Board to ability an acceding that we accept will accompany new administrator aptitude and ability to capitalize on NCM’s different assets and to abutment an alike brighter approaching for the Company.”
Andy England, Chief Executive Administrator of NCM, Inc., said, “The accomplish we are demography to aggrandize and alter our applicant base, body our agenda ecosystem, accumulate our operations and advance efficiencies are allowance to brace performance. I attending advanced to continuing to assignment carefully with our Board as we assassinate on our cardinal plan.”
Pursuant to the agreement, so continued as the Proposed Charter Amendments are approved, Standard General has agreed to assertive accepted standstill accoutrement up to the 2022 Anniversary Affair borderline for stockholder administrator choice and angle submissions. In addition, Standard General has agreed to minimum buying akin requirements such that its administrator designees may be appropriate to abandon from the Board if Standard General’s accumulated benign buying of the Company’s accepted banal avalanche beneath 7,900,361 shares (or 10% based on the accepted cardinal of shares outstanding). The abounding acceding amid the Company and Standard General will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.
About Andrew P. Glaze
Andrew Glaze has served as a Research Analyst at Standard General back 2016. Before aing Standard General, Mr. Glaze was a Managing Administrator at Claar Advisors, LLC, which he aing in 2014. Mr. Glaze was the founder, and, from 2009 through 2014, the Chief Advance Administrator of Emys Capital, LLC. Above-mentioned to May 2009 he was an advance cyberbanking accessory on the Consumer and Leveraged Finance teams at Merrill Lynch. Mr. Glaze began his career in the United States Army area he served as an administrator for bristles years in the 1st Cavalry Division. As allotment of his service, Mr. Glaze deployed to Baghdad, Iraq for one year area he served with acumen as a Captain and Aviation Brigade Fire Abutment Officer. Mr. Glaze is a service-disabled veteran. He holds a B.S. from the United States Military Academy at West Point and an M.B.A. from Columbia Business School, area he alternate in the awful careful Amount Investing Program. He is additionally a affiliate of the Success Academy Charter Arrangement Advisory Board. Mr. Glaze is a Chartered Cyberbanking Analyst. Mr. Glaze’s all-encompassing acquaintance in cyberbanking assay and authoritative administration qualifies him to serve on our Board.
About Civic CineMedia, Inc.
National CineMedia (NCM) is America’s Cine Network. As the #1 Millennial weekend arrangement in the U.S., NCM is the adapter amid brands and cine audiences. According to Nielsen, added than 700 actor admirers annually appear theaters that are currently beneath arrangement to present NCM’s Noovie pre-show in 54 arch civic and bounded amphitheater circuits including AMC Ball Inc. (AMC), Cinemark Holdings, Inc. (CNK) and Regal Ball Group. NCM’s cinema announcement arrangement offers ample ability and unparalleled admirers assurance with over 20,800 screens in over 1,650 theaters in 187 Appointed Market Areas® (all of the top 50). NCM Agenda goes above the big screen, extending in-theater campaigns into online and adaptable business programs to ability ball audiences. Civic CineMedia, Inc. (NCMI) owns a 48.8% absorption in, and is the managing affiliate of, Civic CineMedia, LLC. For added information, visit www.ncm.com.
View antecedent adaptation on businesswire.com: https://www.businesswire.com/news/home/20180601005863/en/
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