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 2 , 2019  

National CineMedia, Inc.
(Exact name of registrant as specified in its charter )

Delaware
001-33296
20-5665602
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
6300 S. Syracuse Way, Suite 300
Centennial, Colorado 80111
(Address of principal executive offices, including zip code)
(303) 792-3600
(Registrant’s telephone number, including area code)


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 (see General Instruction A.2 below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR   240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company  ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01 per share NCMI The Nasdaq Stock Market LLC
(Title of each class) (Trading symbol) (Name of each exchange on which registered)




Item 2.02   Results of Operations and Financial Condition
On May 6, 2019 , National CineMedia, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal first quarter ended March 28, 2019 . A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 , including Exhibit 99.1 attached hereto , shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.07   Submission of Matters to a Vote of Security Holders  

T he   Company’s Annual Meeting of Stockholders (the “Annual Meeting”) was held on May   2 , 201 9 . The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below. Each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting was approved.

Proposal No. 1 — Election of Directors

Name For Withheld Broker Non-Votes
Thomas F. Lesinski 64,865,326  1,279,029  6,415,478 
Andrew P. Glaze 64,786,260  1,358,095  6,415,478 
Lawrence A. Goodman 65,134,783 1,009,572 6,415,478
David R. Haas 65,386,741 757,614 6,415,478
Kurt C. Hall 63,067,025 3,077,330 6,415,478
Lee Roy Mitchell 63,010,786 3,133,569 6,415,478
Mark B. Segall 64,656,426 1,487,929 6,415,478
Renana Teperberg 62,782,205 3,362,150 6,415,478
Proposal No. 2 — Advisory Approval of the Company’s Executive Compensation

For Against Abstentions Broker Non-Votes
65,125,120  928,048  91,187  6,415,478 


Proposal No. 3 — Ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for th e 201 9 fiscal year

For Against Abstentions Broker Non-Votes
71,959,947  495,555  104,331  — 

Item 9.01   Financial Statements and Exhibits
(d)   Exhibits




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
NATIONAL CINEMEDIA, INC.
Dated: May 6, 2019
By:
/s/ Katherine L. Scherping
Katherine L. Scherping
Chief Financial Officer


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