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

Welcome to the 2021 Annual Meeting of Cinemark Holdings, Inc. I would now like to introduce the Chairperson of the meeting, Mr. Mark Zoradi, Chief Executive Officer of Cinemark.

Good morning, everyone. My name is Mark Zoradi, and I'm Cinemark's Chief Executive Officer. It is my pleasure to welcome you to our 2021 Annual Meeting. While we wish we could have had our annual meeting in person, for the continued health and well-being of our employees, stockholders and guests, we are again having our annual meeting virtually this year. We hope to have our annual meeting in person in 2022. Thank you all for joining. I will preside over the meeting today, and Michael 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 Solutions, Inc. to act as the inspector of the election. [ Ms. Anita Gillespie ] is with us today, and she has taken the oath of Inspector of Election. I'd like to welcome our directors in attendance. We also have present at this meeting representatives from the company's independent registered public accounting firm, Deloitte & Touche, LLP. We have posted the agenda for the meeting. We've also posted the rules of conduct for the meeting. We appreciate your cooperation with these rules. As stated in our proxy statement, all questions pertaining to the agenda items had to be submitted on proxyvote.com by 11:59 p.m. Eastern Standard Time, Tuesday, May 18. We have not received any questions germane to the items to be presented and voted upon at this meeting. It is now shortly after 9:00 a.m. Central Standard Time on May 20, and this meeting is officially called to order. The Board of Directors fixed March 25, 2021, as the record date for determining stockholders entitled to vote at this meeting. We have an affidavit from Broadridge Financial Solutions, Inc., stating that stockholders were mailed an official notice of Internet availability of proxy materials on or about April 2, 2021. Broadridge has examined the proxies received and reports that a majority of total shareholders 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'll present the items to be voted upon. There are 3 items to be voted upon at this meeting. In order to expedite the flow of business, we will adhere to the following order. Each item will be acted upon by the stockholders will be presented in the order set forth in the proxy statement. The actual vote on each item will be deferred until all the items have been presented. The first item to be voted upon is the election of 3 Class II 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 amended 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 meeting, the stockholders will elect 3 classes -- will elect 3 Class II Directors to serve until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. Prior to this meeting, the Nominating and Corporate Governance Committee nominated Darcy Antonellis; Carlos Sepulveda; and myself, Mark Zoradi, for reelection to the Board of Directors. The existing Board of Directors approved the nominees as the slate of directors nominee to be presented to the stockholders for election at this meeting. I now move to nominate Darcy Antonellis, Carlos Sepulveda, Mark Zoradi, to be elected as your Class II 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. As I mentioned at the beginning, we did not receive any questions pertaining to this item from any stockholder. The second item to be voted upon is the ratification of the appointment of the company's independent registered public accounting firm. The Board of Directors has appointed the firm of Deloitte & Touche, LLP as the company's independent registered public accounting firm for the 2021 fiscal year ending December 31, 2021. I move that the appointment of Deloitte & Touche, LLP as the company's independent registered public accounting firm for the fiscal year 2021 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, LLP by the Board of Directors as the company's independent registered public accounting firm for the 2021 fiscal year. We did not receive any questions pertinent to this item from any stockholder. The third item to be voted upon is the approval of the compensation paid to the company's named executive officers for the 2020 fiscal year. As disclosed in our proxy statement, this item 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 2020 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 2020 fiscal year. As I stated before, we did not receive any questions pertinent to this item from any stockholder. 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 portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls for Cinemark's 2021 Annual Stockholder Meeting closed. [ Ms. Gillespie ], do we have 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 II Director has been elected to serve as a Director of Cinemark for the ensuing 3 years or until their successor are elected and qualified. Deloitte & Touche, LLP has been ratified as our independent registered public accounting firm for the fiscal year ending December 31, 2021. And the compensation paid to our named executive officers for the 2020 fiscal year, as disclosed in our proxy statement, has been approved. We will be reporting the final vote results in Form 8-K to be filed within 4 business days. That concludes our 2021 Annual Meeting. The next annual meeting will be held in 2022 on such date and at such time as is designated by the Board of Directors in accordance with the company's bylaws. There's been no further business, I motion that this meeting be adjourned.

I second the motion.

I hereby declare that the 2021 Annual Stockholders' Meeting adjourned. We will now close the virtual session. Thank you all very much for attending.