Business Context and Reporting Period
This Form 8-K Current Report was filed by National CineMedia, Inc. on June 16, 2011. The report addresses corporate governance changes, specifically the appointment of a new director to the Board of Directors and the resignation of a former director.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is strictly a current report regarding officer and director appointments.
Material Changes
- Board Appointment: Amy E. Miles was appointed to the Board of Directors on June 16, 2011.
- Board Resignation: Michael L. Campbell resigned from the Board effective June 10, 2011.
- Designation Source: Ms. Miles was designated by Regal Entertainment Group ("Regal") pursuant to the Director Designation Agreement dated February 13, 2007.
- Committee Assignments: Ms. Miles has not been appointed to any Board committees at this time.
Management Commentary, Risks, and Unusual Items
Management Background: Amy E. Miles is the Chief Executive Officer of Regal, a position she has held since June 2009. She previously served as Regal's Executive Vice President, Chief Financial Officer, and Treasurer from 2002 to 2009. Her prior experience includes roles at Deloitte & Touche and PricewaterhouseCoopers.
Indemnification: On June 16, 2011, the Company entered into an Indemnification Agreement with Ms. Miles. This agreement requires the Company to indemnify her against liabilities arising from her service as a director, advance expenses related to proceedings, and maintain directors' and officers' insurance if available on reasonable terms.
Investor Verification Checklist
- Verify the terms of the Director Designation Agreement (Exhibit 10.1) to understand the rights of founding members to designate directors.
- Review the Indemnification Agreement (Exhibit 10.2) to confirm the scope of liability protection provided to the new director.
- Confirm the effective date of Michael L. Campbell's resignation (June 10, 2011) versus the appointment date of Amy E. Miles (June 16, 2011).
- Check subsequent filings for any committee assignments for Ms. Miles, as none were assigned at the time of this filing.