Cinemark Holdings, Inc. (CNK) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Cinemark Holdings, Inc. Annual Meeting. [Operator Instructions] And at this time, I would like to hand the conference call over to Mr. Mark Zoradi, Chief Executive Officer. Sir, you may begin.

Thank you very much. I appreciate it. Good morning, everyone. My name is Mark Zoradi, and I am Cinemark's Chief Executive Officer. It is my pleasure to welcome you to our virtual annual meeting. We intended to have our annual meeting in person at our West Plano theater as we have in previous years, but to prioritize the health and well-being of our stockholders and employees and their families during this pandemic, we decided to move the annual meeting to a virtual-only format instead. Thank you all for your understanding and for joining us. I will preside over the meeting today, and Mike Cavalier, Cinemark's General Counsel, will act as the secretary of this meeting. Sean Gamble, Cinemark's Chief Operating Officer and Chief Financial Officer, is also present and will be participating in the meeting. The company has appointed Broadridge Financial Services to act as the inspector of the election. Ms. Chandi Neubauer-Jackson from Broadridge is with us today, and she has taken the oath of inspector of election. I would like to welcome our Directors in attendance today as well. We also have present at this meeting representatives from the company's independent registered public accounting firm, Deloitte & Touche. We have posted the agenda for the meeting on our virtual meeting site. We have also posted the general -- the agenda, a list of rules of conduct. Please follow these rules so that we can conduct an orderly meeting. As previously announced, all questions pertaining to the agenda items of the annual meeting had to be submitted on proxyvote.com by 11:59 Eastern Standard Time, Monday, May 18. We have not received any questions on the agenda item. Please note this meeting is being recorded. No one attending this meeting is permitted to use any audio recording device. We appreciate your cooperation with these rules. It is now shortly after 9:00 a.m. Central Standard Time on May 21, and this meeting is officially called to order. The Board of Directors fixed March 26, 2020, as the record date for determining stockholders entitled to vote at this meeting. We have an affidavit from Broadridge Shareholder Services, stating that each shareholder of record and each identifiable beneficiary owner as of the record date was mailed an official notice of Internet availability of proxy materials on or about April 10, 2020. Broadridge has examined the proxies received, and reports that a majority of the total shares of common stock entitled to vote at this meeting are represented by proxies held by Sean Gamble and Mike Cavalier. Therefore, a quorum is present, and this meeting may now proceed with its business. Now I will present the matters to be voted upon. There are 3 proposals to be voted upon at this meeting. In order to expedite the flow of business at this meeting, we will adhere to the following orders of business. Each matter to be acted upon by stockholders at this annual meeting will be presented in the order set forth in the proxy statement. The actual vote on each proposal will be deferred until all the matters to be acted upon have been presented. As a reminder, we have not received any questions on agenda items. The first matter to be voted upon is the election of 4 Class I directors for a 3-year term. Please note that the composition of the company's Board of Directors is governed by the company's second amendment and restated certificate of incorporation and a director nomination agreement. These documents provide for 3 classes of directors. The members of each class serve for a staggered 3-year term. At this annual meeting, the stockholders will elect 4 Class I Directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified. Prior to this meeting, the Nominating and Corporate Governance Committee nominated Nancy Loewe, Steve Rosenberg, Enrique Senior and Nina Vaca for reelection to the Board of Directors. The existing Board of Directors approved the nominees as the slate of directors -- director nominees to be presented to stockholders for election at this meeting. I now move to nominate Nancy Loewe, Steve Rosenberg, Enrique Senior and Nina Vaca to be elected as your Class I Directors to serve until their successors are elected and qualified. May I have a second?

I second the motion.

A motion to nominate those persons as directors for the coming 3 years has been made and seconded. The second matter to be voted upon is the proposal to ratify the appointment of the company's independent registered public accounting firm. The Board of Directors has appointed the firm Deloitte & Touche as the company's independent registered public accounting firm for the 2020 fiscal year ending December 31, 2020. I move that the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year 2020 be ratified. May I have a second?

I second the motion.

A motion has been made and seconded to ratify the appointment of Deloitte & Touche by the Board of Directors as the company's independent registered public accounting firm for the 2020 fiscal year. The third matter to be voted upon is the approval of the compensation paid to the company's named executive officers for the 2019 fiscal year as disclosed in our company's proxy statement. This proposal is a nonbinding stockholder advisory vote. Although the Compensation Committee and the Board will certainly take the results of the vote into account when making future compensation decisions, I move that the company's stockholders approve, in a nonbinding advisory vote, the compensation paid to the company's named executive officers for the 2019 fiscal year. May I have a second?

I second the motion.

A motion has been made and seconded to approve, in a nonbinding advisory vote, the compensation paid to the company's named executive officers for the 2019 fiscal year. We will now proceed to vote on the motions. Any stockholder who hasn't yet voted or wishes to change his or her vote, may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet do not need to change -- and do not need to change their vote do not need to take any further action. We're now going to have a short pause to allow stockholders who wish to cast or change their vote an opportunity to do so. The pause will be for a short time. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls for Cinemark's 2020 Annual Stockholder Meeting closed. Ms. Neubauer-Jackson, do we have a preliminary voting results?

Yes, we do.

According to the preliminary vote report of the inspector of the election, each of those persons nominated as Class I directors has been elected to serve as a director of Cinemark for the ensuing 3 years and until their successors are elected and qualified. The proposal to ratify the appointment of Deloitte & Touche, as our independent registered public accounting firm for the fiscal year ending December 31, 2020, has been approved. And the compensation paid to our named executive officers for the 2019 fiscal year as disclosed in our proxy statement has been approved. We will be reporting the final vote results on Form 8-K to be filed within 4 business days. That concludes our annual meeting. The next annual meeting will be held in 2021 on such date and at such time as designated by the Board of Directors in accordance with the company's bylaws. There being no further business, I motion that this meeting be adjourned.

I second the motion.

I hereby declare that this Annual Stockholders Meeting is adjourned. We will now close this virtual session. Thank you all for attending our 2020 Annual Stockholders Meeting.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.