Carmike Cinemas 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 2011
Carmike Cinemas, Inc.
(Exact Name of Registrant as Specified in its Charter)
Registrants telephone number, including area code: (706) 576-3400
(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:
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On October 1, 2011, upon the recommendation of the Compensation and Nominating Committee, the Board of Directors of Carmike Cinemas, Inc. (the Company) elected Mark R. Bell as a member of the Board of Directors, effective immediately. The Companys Board of Directors has also appointed Mr. Bell to serve on its Audit Committee. Mr. Bell was not elected pursuant to any arrangement or understanding between him and any other persons and there are no prior relationships between Mr. Bell and the Company or transactions with the Company in which Mr. Bell had any material interest. Mr. Bell will be entitled to receive compensation in accordance with the Companys non-employee director compensation package.
Mr. Bell, 66, is a retired senior partner at Pricewaterhouse Coopers, LLP and Arthur Anderson, LLP and has over 36 years of experience in the energy, utility and telecom industries. Currently, Mr. Bell serves as a director and Audit Committee Chairman of Reliability First Corporation, a not-for-profit company whose mission is to serve and enhance electric service reliability and security, and as a director and Audit Committee Chairman of TRX Corporation, a global technology company specializing in travel technology and data services.
The Company has entered into an Indemnification Agreement (the Indemnification Agreement) on its standard form for such agreements with Mr. Bell. Under the Indemnification Agreement, the Company will agree to indemnify Mr. Bell against liability, subject to certain limitations, arising out of his performance of his duties to the Company. The Indemnification Agreement will provide indemnification in addition to the indemnification provided by the Companys certificate of incorporation, by-laws and applicable law. Among other things, the Indemnification Agreement will provide indemnification for certain expenses (including attorneys fees), judgments, fines and settlement amounts actually and reasonably incurred by Mr. Bell in any action or proceeding, including any action by or in the right of the Company, arising out of his service to the Company or to any other entity to which he provides services at the Companys request. Further, the Company will agree to advance expenses, subject to certain limitations, Mr. Bell may incur as a result of any proceeding against him as to which he could be indemnified.
The foregoing description of the Indemnification Agreement is a general description only and is qualified in its entirety by reference to the form of Indemnification Agreement, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K Filed on March 11, 2009 and incorporated herein by reference.
A copy of the Companys press release regarding the above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibit 99.1 Press release, dated October 3, 2011.
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.