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Regal Entertainment Group 8-K 2017

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 3, 2017

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 5.07  Submission of Matters to a Vote of Security Holders

 

On May 3, 2017, Regal Entertainment Group (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 150,423,139.  The combined voting shares of the Company’s Class A and Class B common stock, voting as a single class, represented 95.78% of the 157,045,880 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 363,800,891.  The combined votes of the Company’s Class A and Class B common stock, voting as a single class, represented 98.21% of the 370,423,631 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 III Directors

 

The stockholders elected both director nominees at the Meeting to serve as Class III directors until the Annual Meeting of Stockholders in 2020.  The voting results were as follows:

 

Nominee

 

Votes Cast For

 

Votes Withheld

 

Broker
Non-Votes

 

Stephen A. Kaplan

 

351,552,360

 

2,026,859

 

10,221,672

 

Jack Tyrrell

 

352,049,804

 

1,529,415

 

10,221,672

 

 

Proposal 2                       Advisory Vote on the Compensation of the Company’s Named Executive Officers

 

The stockholders approved the compensation of the Company’s named executive officers.  The voting results were as follows:

 

Votes Cast
For

 

Votes Cast
Against

 

Votes
Abstain

 

Broker
Non-Votes

 

351,943,434

 

1,577,492

 

58,293

 

10,221,672

 

 

Proposal 3                       Advisory Vote on the Frequency of Future Stockholder Votes on Executive Compensation

 

The stockholders recommended that the Company hold future advisory votes on the compensation of its named executive officers on an annual basis.  The voting results were as follows:

 

1 Year

 

2 Years

 

3 Years

 

Broker
Non-Votes*

 

349,407,045

 

223,101

 

3,785,627

 

10,385,118

 

 


*In the absence of an ABSTAIN option for Proposal 3, the “no votes” are included in the Broker Non-Votes column.

 

Proposal 4                       Ratification of the Selection of the Company’s 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 31, 2017.  The voting results were as follows:

 

Votes Cast
For

 

Votes Cast
Against

 

Votes
Abstain

 

 

 

362,155,625

 

1,592,215

 

53,051

 

 

 

 

2



 

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 9, 2017

By:

/s/ Peter B. Brandow

 

Name:

Peter B. Brandow

 

Title:

Executive Vice President, General Counsel & Secretary

 

3


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