UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 30, 2012
Carmike Cinemas, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-14993 | 58-1469127 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 1301 First Avenue, Columbus, Georgia |
31901 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (706) 576-3400
Not applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 30, 2012, Carmike Cinemas, Inc. held its annual meeting of stockholders. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders.
Proposal One: Votes regarding the election of eight directors to serve for the ensuing year or until their successors are duly elected and have qualified were as follows:
| Name |
For | Withheld | Broker Non-Votes |
|||||||||
| Mark R. Bell |
9,007,413 | 629,216 | 2,045,738 | |||||||||
| Jeffrey W. Berkman |
7,153,668 | 2,482,961 | 2,045,738 | |||||||||
| Sean T. Erwin |
9,007,413 | 629,216 | 2,045,738 | |||||||||
| James A. Fleming |
9,007,420 | 629,209 | 2,045,738 | |||||||||
| Alan J. Hirschfield |
9,007,007 | 629,622 | 2,045,738 | |||||||||
| S. David Passman III |
8,603,818 | 1,032,811 | 2,045,738 | |||||||||
| Roland C. Smith |
9,007,420 | 629,209 | 2,045,738 | |||||||||
| Patricia A. Wilson |
9,006,822 | 629,807 | 2,045,738 | |||||||||
Proposal Two: Votes on a proposal to approve the Carmike Cinemas, Inc. Section 162(m) Performance-Based Program were as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 8,845,474 | 674,752 | 116,405 | 2,045,736 |
Proposal Three: Votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2012 were as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 11,036,673 | 636,981 | 8,713 | N/A |
Proposal Four: Votes on the advisory vote to approve executive compensation were as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 8,740,982 | 532,474 | 363,175 | 2,045,736 |
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.
| CARMIKE CINEMAS, INC. | ||||||
| Date: June 1, 2012 | By: | /s/ Richard B. Hare | ||||
| Richard B. Hare | ||||||
| Senior Vice President—Finance, Treasurer and Chief Financial Officer | ||||||