Carmike Cinemas 8-K 2013
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): May 15, 2013
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:
On May 15, 2013, Carmike Cinemas, Inc. (the Company) made changes to the compensatory arrangements with certain employees, including S. David Passman III, Richard B. Hare, Fred W. Van Noy, Daniel E. Ellis and John Lundin, the Companys current named executive officers (together, the NEOs). These changes resulted from a review by the Compensation and Nominating Committee (the Committee) of the Companys Board of Directors of the Companys outstanding executive compensation arrangements. In connection with this review, the Committee received the input of its independent compensation consultant regarding current market practices in executive compensation.
To effect the changes resulting from the review described above, the Company and the NEOs entered into the following:
Changes to Equity Award Vesting Provisions
The amendments described above made the following changes to vesting provisions applicable to certain of the NEOs equity awards. In the case of death or disability:
In the case of termination without cause:
In the case of a change in control, outstanding performance share awards will become fully vested:
In the case of reaching retirement age (which is defined as age 55 with ten years of service or age 60 with five years of service):
Changes to Cash Severance Arrangements
The amendments also changed the cash severance arrangements for the NEOs other than Mr. Passman. In connection with a termination without cause or a resignation for good reason, in each case in connection with a change in control, target annual bonus will be included in the calculation of the cash severance amount for such NEOs.
The amendments also made certain other changes to Mr. Passmans employment agreement and the separation agreements with the other NEOs:
Forms of Amendments
The agreements evidencing the amendments described above have been attached to this Current Report on Form 8-K as follows:
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.