Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On December 31, 2021, the Board of Directors (the "Board") of Cinemark Holdings,
Inc., a Delaware corporation (the "Company"), increased the size of the Board
from ten (10) to eleven (11) directors effective as of January 1, 2022 (the
"Effective Date"). The Board appointed Sean Gamble to fill the newly-created
vacancy on the Board and to serve on the Board as a Class III director until he
is up for election at the Company's 2022 annual meeting of stockholders, and
until his successor has been elected and qualified or until his earlier death,
resignation, retirement, disqualification or removal. Mr. Gamble has not been
appointed to any committees of the Board. As disclosed on July 28, 2021, Mr.
Gamble was appointed as the Chief Executive Officer of the Company effective as
of the Effective Date.
Mr. Gamble will not qualify as an independent director under the independence
requirements set forth in the rules of The New York Stock Exchange and other
governing laws and applicable regulations. Mr. Gamble does not have any
interests requiring disclosure under Item 404(a) of Regulation S-K.
On December 31, 2021, in connection with Mr. Gamble's appointment as Chief
Executive Officer of the Company, the Compensation Committee of the Board
approved and authorized the Company to enter into that certain Amended &
Restated Employment Agreement, dated as of the Effective Date, between the
Company and Sean Gamble (the "A&R Employment Agreement"), which amends and
restates that certain Employment Agreement, dated as of June 23, 2014, between
the Company and Mr. Gamble, as amended by that certain First Amendment to
Employment Agreement, dated as of July 28, 2021 (collectively, the "Original
The A&R Employment Agreement amends the Original Employment Agreement to, among
others, make the following changes:
Base Salary. The A&R Employment Agreement increases Mr. Gamble's annual base
salary to $825,000.
Termination. In the event that Mr. Gamble voluntarily terminates his employment
at any time after the tenth anniversary of the Effective Date, (i) any
outstanding stock options granted to Mr. Gamble will be vested and/or
exercisable for the period through the date of such termination of employment,
and will remain exercisable, in accordance with the terms contained in the plan
and the agreement pursuant to which such stock options were granted, (ii) any
equity incentive award (other than stock options) with time-based vesting
provisions granted to Mr. Gamble will be fully vested, and (iii) any equity
incentive awards with performance-based vesting provisions will remain
outstanding through the remainder of the applicable performance period (without
regard to any continued employment requirement) and, if or to the extent the
performance provisions are attained, such equity incentive awards will become
fully vested (without regarding to any continued employment requirement).
In addition to the foregoing, if the Company terminates the employment of Mr.
Gamble (i) without Cause (as defined in the A&R Employment Agreement) and Mr.
Gamble has not breached the confidentiality, non-competition or non-solicitation
covenants in the A&R Employment Agreement or (ii) within one year after a Change
of Control (as defined in the A&R Employment Agreement), then Mr. Gamble is
entitled to an amount equal to the annual incentive cash bonus target for the
year in which such termination occurs.
The foregoing description of the A&R Employment Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the A&R Employment Agreement, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K (this "Report") and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Exhibit Description
10.1 Amended and Restated Employment Agreement, dated as of January 1, 2022,
by and between Cinemark Holdings, Inc. and Sean Gamble.
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