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Regal Entertainment Group 8-K 2012

Documents found in this filing:

  1. 8-K
  2. 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 9, 2012

 

Regal Entertainment Group

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-31315

 

02-0556934

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7132 Regal Lane, Knoxville, Tennessee 37918

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: 865-922-1123

 

N/A

(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 (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01  Entry into a Material Definitive Agreement.

 

As further described below, on May 9, 2012, the stockholders of Regal Entertainment Group (the “Company”) approved amendments to the Company’s 2002 Stock Incentive Plan, as amended (the “Incentive Plan”), to increase the number of Class A common stock authorized for issuance under the Incentive Plan by a total of 5,000,000 shares and extend the term of the Plan to May 9, 2022.  The amendments to the Incentive Plan were filed as part of Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on April 20, 2012 and the full text of the Incentive Plan, as so amended, is incorporated herein and as Exhibit 10.1 hereto, by reference thereto.

 

Item 5.07  Submission of Matters to a Vote of Security Holders

 

On May 9, 2012, the Company held its Annual Meeting of Stockholders (the “Meeting”).  The total number of shares of the Company’s Class A and Class B common stock voted in person or by proxy at the Meeting, voting as a single class, was 146,275,377.  The combined voting shares of the Company’s Class A and Class B common stock, voting as a single class, represent 94.20% of the 155,269,683 shares issued and outstanding and entitled to vote at the Meeting.  The Company’s Class A Common Stock is entitled to one vote per share, while the Company’s Class B common stock is entitled to ten votes per share.  The total number of votes represented by the Company’s Class A and Class B common stock voted in person or by proxy at the Meeting, voting as a single class, was 359,653,128.  The combined votes of the Company’s Class A and Class B common stock, voting as a single class, represent 97.56% of the 368,647,434 total votes outstanding and entitled to vote at the Meeting.  The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set out below.

 

Proposal 1                        Election of Class I Directors

 

The stockholders elected all three director nominees at the Meeting to serve as Class I directors until the Annual Meeting of Stockholders in 2015.  The voting results were as follows:

 

Nominee

 

Votes Cast For

 

Votes Withheld

 

Broker
Non-Votes

 

Charles E. Brymer

 

336,656,164

 

5,311,200

 

17,685,764

 

Michael L. Campbell

 

340,159,976

 

1,807,388

 

17,685,764

 

Alex Yemenidjian

 

341,279,738

 

687,626

 

17,685,764

 

 

Proposal 2        Advisory Vote on the Compensation of Named Executive Officers

 

The stockholders approved the compensation of our Named Executive Officers.  The voting results were as follows:

 

Votes Cast
For

 

Votes Cast
Against

 

Votes
Abstain

 

Broker
Non-Votes

 

341,259,164

 

610,660

 

97,540

 

17,685,764

 

 

Proposal 3        Ratification of the Selection of our Independent Registered Public Accounting Firm

 

The stockholders ratified the selection of KPMG LLP as the Company’s Independent Registered Public Accounting firm for the fiscal year ending December 27, 2012.  The voting results were as follows:

 

Votes Cast
For

 

Votes Cast
Against

 

Votes
Abstain

 

359,462,311

 

166,017

 

24,800

 

 

2



 

Proposal 4        Amendments to the 2002 Stock Incentive Plan

 

The stockholders approved the amendments to the Incentive Plan to increase the number of Class A common stock authorized for issuance by a total of 5,000,000 shares and extend the term to May 9, 2022.  The voting results were as follows:

 

Votes Cast
For

 

Votes Cast
Against

 

Votes
Abstain

 

Broker
Non-Votes

 

299,004,048

 

42,910,009

 

53,307

 

17,685,764

 

 

Item 9.01   Financial Statements and Exhibits.

 

(d)

Exhibits.

 

 

 

 

Exhibit No.

 

Exhibit Description

 

10.1

 

2002 Stock Incentive Plan of the Company, as amended (incorporated herein by reference from Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the Commission on April 20, 2012).

 

3



 

SIGNATURES

 

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.

 

 

REGAL ENTERTAINMENT GROUP

 

 

Date: May 10, 2012

By:

/s/ Peter B. Brandow

 

Name:

Peter B. Brandow

 

Title:

Executive Vice President, General Counsel & Secretary

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit Description

10.1

 

2002 Stock Incentive Plan of the Company, as amended (incorporated herein by reference from Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the Commission on April 20, 2012).

 

5


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