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 07, 2026
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)
(Zip Code)
Registrant’s Telephone Number, Including Area Code:(303)792-3600
(Former Name or Former Address, if Changed Since Last Report)
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
NCMI
The Nasdaq Stock Market LLC
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. ☐
Item 2.02 Results of Operations and Financial Condition
On May 12, 2026, National CineMedia, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal first quarter ended April 2, 2026. 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 Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, 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
The matters that were voted upon at the Annual Meeting of Stockholders (the "Annual Meeting") of the Company on May 7, 2026, 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
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
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
Proposal No. 3 — To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the year ending December 31, 2026
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.