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  4. [8-K] National CineMedia, Inc. Reports Material Event

National CineMedia (NCMI) adds eighth board seat ahead of 2026 annual meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

National CineMedia, Inc. amended its bylaws to expand its Board of Directors. On March 26, 2026, the Board approved an amendment to Section 3.02 of the Amended and Restated Bylaws to increase the number of directors from seven to eight.

The change will take effect immediately before the start of the Company’s 2026 Annual Meeting of Stockholders, scheduled for May 7, 2026. The full text of this amendment is provided as an exhibit to the report.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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FAQ

What governance change did National CineMedia (NCMI) announce in this 8-K?
National CineMedia announced a bylaw amendment increasing its Board size from seven to eight directors. The change modifies Section 3.02 of its Amended and Restated Bylaws and reflects a decision by the Board of Directors to expand its membership.

When does National CineMedia’s expanded eight-member Board take effect?
The expanded eight-member Board takes effect immediately before the start of National CineMedia’s 2026 Annual Meeting of Stockholders. That meeting is scheduled for May 7, 2026, and the timing ties the governance change directly to the upcoming annual stockholder meeting.

Who approved the bylaw amendment for National CineMedia (NCMI)?
National CineMedia’s Board of Directors approved the bylaw amendment. On March 26, 2026, the Board adopted the change to Section 3.02 of the Company’s Amended and Restated Bylaws, formally authorizing the increase in the number of directors serving on the Board.

What exhibit in the 8-K contains the text of National CineMedia’s bylaw amendment?
The full text of National CineMedia’s bylaw amendment is included as Exhibit 3.1. This exhibit, titled “Amendment to the Company's Amended and Restated Bylaws, dated March 26, 2026,” is incorporated by reference and provides the exact language of the Board size change.

Does this National CineMedia 8-K include any financial statements or earnings data?
No, this 8-K focuses on a corporate governance change rather than financial results. It covers an amendment to the Company’s bylaws regarding Board size and lists related exhibits, without presenting financial statements, earnings figures, or operational performance metrics.
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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): March 26, 2026

 

 

National CineMedia, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-33296

20-5665602

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

6300 S. Syracuse Way, Suite 300

 

Centennial, Colorado

 

80111

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (303) 792-3600

 

 

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

NCMI

 

The Nasdaq Stock Market LLC

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 ☐

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. ☐

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 26, 2026, the Board of Directors (the “Board”) of National CineMedia, Inc. ( the “Company”) adopted an amendment to Section 3.02 (the “Amendment”) of the Company’s Amended and Restated Bylaws (the “Bylaws”) increasing the number of directors from seven to eight effective immediately prior to the start of the Company’s 2026 Annual Meeting of Stockholders scheduled to occur on May 7, 2026.

The foregoing description of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

3.1

Amendment to the Company's Amended and Restated Bylaws, dated March 26, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL)

 

 

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.

 

 

 

NATIONAL CINEMEDIA, INC.

 

 

 

 

Date:

March 26, 2026

By:

/s/ Ronnie Y. Ng

 

 

 

Ronnie Y. Ng
Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Other Documents