In 2013, Messers. Rosenberg, Senior, Soderquist and Staubach attended at least 75% of all Board and respective committee meetings.

ITEM 2 – RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR

The Audit Committee has appointed and the Board has ratified the appointment of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”) as the Company’s independent registered public accounting firm for the 2014 fiscal year. As a matter of good corporate governance, we are seeking stockholder ratification of the appointment of Deloitte. If the stockholders do not ratify the appointment of Deloitte, the Audit Committee may review its future selection of auditors.

One or more representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to answer appropriate questions.

The fees paid to Deloitte during the 2013 fiscal year are detailed on page 27.

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CINEMARK HOLDINGS, INC.

3900 Dallas Parkway, Suite 500

Plano, Texas 75093

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 22, 2014

GENERAL INFORMATION

Solicitation and Revocability of Proxies

The Board is soliciting proxies in connection with the 2014 annual meeting of stockholders and any adjournment thereof (the “Annual Meeting”) to be held on May 22, 2014, at 9 a.m. CDT at the Company’s West Plano Theatre located at 3800 Dallas Parkway, Plano, TX 75093.The approximate date on which this proxy statement and the enclosed proxy are first being sent to stockholders is April 11, 2014.

Shares Outstanding and Voting Rights

As of April 2, 2014, 115,689,880 shares of the Company’s Common Stock were outstanding. The Common Stock constitutes the only class of voting securities of the Company. Only stockholders of record as of the close of business on April 2, 2014 (the“Record Date”) are entitled to receive notice of, and to vote at the Annual Meeting. Holders of Common Stock are entitled to one vote for each share so held.

QUESTIONS AND ANSWERS ABOUT

THE MEETING AND VOTING

We are holding the Annual Meeting to elect three Class I directors, to ratify the selection of Deloitte as our independent registered public accounting firm for the 2014 fiscal year and to hold a non-binding, advisory vote of stockholders on our executive compensation program and the compensation paid to our named executive officers for the 2013 fiscal year. Our Nominating and Corporate Governance Committee of the Board (the “Governance Committee”) has recommended the nominees to our Board and our Board has nominated the nominees. Our Audit Committee has appointed Deloitte as our independent registered public accounting firm for the 2014 fiscal year and our Board has ratified the appointment. Our Compensation Committee has approved our executive compensation program and the Board has recommended that the stockholders vote to approve our executive compensation program and the compensation paid to our named executive officers for the 2013 fiscal year. If any other matters requiring a stockholder vote properly come before the Annual Meeting, those stockholders present at the Annual Meeting and the proxies who have been appointed by our stockholders will vote as they deem appropriate.

The Record Date for the Annual Meeting is April 2, 2014. The Record Date is established by the Board as required by Delaware law. Owners of record of Common Stock at the close of business on the Record Date are entitled to:

(a) Stockholder of record: If your shares are registered in your name with our transfer agent, Wells Fargo Shareowner Services, you ownare a stockholder of record with respect to those shares. As a stockholder of record, you have the right to grant your proxy directly to us or to a third party, or to vote in person at the Annual Meeting.

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(b) Stockholder who holds stock in street name: If your shares throughare held by a broker or by a bank, and do not provide voting instructionsyou are considered to be a beneficial owner of shares held in “street name.” As the broker or bank holding your shares,beneficial owner, you have the right to direct your broker or bank may represent your shares aton how to vote and you are also invited to attend the Annual Meeting for purposes of obtaining a quorum.Meeting. Your broker or bank may vote your shares in its discretion on some “routine matters”. However, with respect to “non-routine matters”, your broker or bank may not vote your shares for you. With respect to these “non-routine matters”, the aggregate number of unvoted shares is reported as “broker non-votes”.

If you are the beneficial owner of shares and hold stock in street name, then the broker or bank, as the stockholderrecord holder of record of theyour shares, may exercise discretionary authority to vote on “routine” proposals but may not vote on “non-routine” proposals without your instructions.

These proxy materials are being forwarded to you on behalf of your broker or bank. Your broker or bank has enclosed or provided voting instructions for you to use in directing the broker or bank on how to vote your shares. Since a beneficial owner in street name is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker or bank that holds your shares, with respect to “routine” matters but will not be permittedgiving you the right to vote the shares with respect to “non-routine” matters. A broker non-vote occurs when you do not provideat the broker with voting instructions on “non-routine” matters for shares owned by you but held in the name of the broker. For such matters, the broker cannot vote and reports the number of such shares as “broker non-votes.”Annual Meeting.

“Broker non-votes”A majority of our outstanding Common Stock as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and abstentionsconduct business. This is called a “quorum.” Unless a quorum is present at the Annual Meeting, no action may be taken at the Annual Meeting except the adjournment thereof until a later time. Shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting, if you vote via the Internet, by telephone, or if you are represented by proxy. Abstentions and “broker non-votes” are counted as present for purposesthe purpose of determining the presence of a quorum. However, see responses to question numbers 10 and 11 with regards to the effect of “broker non-votes” and abstentions on approval of specific agenda items.

UnderA proxy is your legal designation of another person to vote the broker voting rules of the New York Stock Exchange (the “NYSE”), the ratification of the appointment of Deloitte & Touche as the Company’s independent registered public accountant for the fiscal year

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2013 (Item 2) is considered a “routine” matter. “Broker non-votes” will not arise in the context of Item 2 as brokers may exercise discretionary authoritystock you own. The person(s) that you designate to vote your shares on Item 2.

Under the broker voting rulesare called proxies. Tim Warner, Robert Copple and Michael Cavalier of the NYSE,Company have been designated as proxies for the election ofAnnual Meeting. The term “proxy” also refers to the directors (Item 1),written document or “proxy card” that you sign to authorize those persons to vote your shares.

By executing the advisoryproxy card, you authorize the above-named individuals to act as your proxies to vote on executive compensation (Item 3),your shares in the re-approval ofmanner that you specify. The proxy voting mechanism is vitally important to us. In order for us to obtain the material terms of the performance goals under the Restated Incentive Plan (Item 4) and thenecessary stockholder approval of an amendment to and re-approvalproposals, a quorum of stockholders must be represented at the material terms of the performance goals under the Bonus Plan (Item 5) are considered “non-routine” matters. As a consequence, brokers will not be able to vote on Item 1, Item 3, Item 4 and Item 5 without receiving instructions from the beneficial owners. As a result, “broker non-votes” could arise in the context of these proposals.

Approval of Item 1: Directors are elected by a plurality of all of the votes cast,Annual Meeting in person or by proxy. Votes marked “For” Item 1 will be countedSince few stockholders can spend the time or money to attend stockholder meetings in favor of all nominees. The three nominees receiving the highest number of affirmative votes of the shares entitled to vote will be elected as directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. Therefore, votes withheld from a nominee do not have any effect. Also, since this proposal is considered a “non-routine” matter, “broker non-votes” may arise.

Approval of Item 2: The ratification of the appointment of Deloitte & Touche requires the affirmative vote of a majority of the shares present or representedperson, voting by proxy is necessary to obtain a quorum and voting atcomplete the stockholder vote. It is important that you attend the Annual Meeting. Since this proposal is consideredMeeting in person or grant a “routine” matter, “broker non-votes” do not arise and brokers may exercise discretionary authorityproxy to vote your shares. Abstention will have the same effect asshares to assure a voteagainstthis proposal. Therefore, abstentions might prevent the approval of Item 2 if the number of affirmative votes doesquorum is obtained so corporate business can be transacted. If a quorum is not constitute a majority of the shares of Common Stock present or represented by proxy and voting atobtained, we must postpone the Annual Meeting.

Approval of Item 3: The advisory votes on executive compensation requires the affirmative vote of a majority of the shares present or represented by proxyMeeting and voting at the Annual Meeting. Since this proposalsolicit additional proxies, which is considered a “non-routine” matter, “broker non-votes” may arisean expensive and abstentions and “broker non-votes” could prevent the approval of this Item.

Approval of Item 4: The re-approval of the material terms of the performance goals under the Restated Incentive Plan requires the affirmative vote of a majority of the shares present or represented by proxy and voting at the Annual Meeting. Since this proposal is considered a “non-routine” matter, “broker non-votes” may arise and abstentions and “broker non-votes” could prevent the approval of this Item.

Approval of Item 5: The approval of an amendment to and re-approval of the material terms of the performance goals under the Bonus Plan require the affirmative vote of a majority of the shares present or represented by proxy and voting at the Annual Meeting. Since this proposal is considered a “non-routine” matter, “broker non-votes” may arise and abstentions and “broker non-votes” could prevent the approval of this Item.time-consuming process.

YouIf you are a stockholder of record, you may revoke your proxy and change your vote at any timevote:

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If you are a beneficial holder, you may vote:

Stockholder of Record.

If you are a stockholder of record your proxy can be revoked in several ways:and you:

then the Annual Meeting in person and giving the inspector of election notice that you intend toproxy holders will vote your shares in person.

If your shares are held in street namethe manner recommended by a broker or bank, you must contact your broker or bank in order to revoke your proxy. Generally, you may change your vote by submitting new voting instructions to your broker or bank, or, by attending the Annual Meeting and voting in person if you have obtained a “legal proxy” from your broker or bank giving you the right to vote your shares.

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The Company has retained a representative of Wells Fargo Shareowner Services to serve as an independent tabulator to receive and tabulate the proxies and as an independent inspector of election to certify the results.

The Company pays for this proxy solicitation. We use our transfer agent, its agents, and brokers to distribute all proxy materials to our stockholders. We will pay them a fee and reimburse any expenses they incur in making the distribution. Proxies will be solicited on behalf of the Board by mail, telephone, other electronic means oron all matters presented in person. We have retained D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, to assist with the solicitation for a fee of $7,000 plus reasonable out-of-pocket expenses.

Stockholders may receive a copy of the Company’s 2012 Form 10-K at no charge by sending a written request to Michael Cavalier, Company Secretary at Cinemark Holdings, Inc., 3900 Dallas Parkway, Suite 500, Plano, Texas 75093.

You can also visit our Web site atwww.cinemark.comfor free access to our filings with the Securities and Exchange Commission (the “SEC”), including our registration statement on Form S-1, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC. The SEC maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the Web site iswww.sec.gov. The Company’s reports and corporate governance documents can also be accessed free of charge at the Company’s Web site,www.cinemark.com.

Stockholder Proxy Proposal Deadline: Stockholder proposals requested to be included in ourthis proxy statement and form ofas the proxy holders may determine in their discretion with respect to any other matters properly presented for our 2014 annual meeting must be in writing and received by us by the end of business on December 12, 2013, provided that proposals are submitted by eligible stockholders who have complied with the relevant regulations of the SEC regarding stockholder proposals and our bylaws. A copy of our bylaws is available from the Company Secretary upon written request. Proposals should be directed to Michael Cavalier, Company Secretary at Cinemark Holdings, Inc., 3900 Dallas Parkway, Suite 500, Plano, Texas 75093.

Stockholder Business — Annual Meeting Deadline: Stockholders who wish to introduce an item of businessa vote at the 2014 annual meeting of stockholders may do so in accordance with our bylaws. These procedures provide, generally, that stockholders who wish to bring a proper subject of business before an annual meeting, must do so by a written notice in proper written form, timely received (between 90 and 120 days in advance of such annual meeting) by the Company Secretary. Any notice of intent to introduce an item of business at an annual meeting of stockholders must contain the name and record address of the stockholder and the name and address of the beneficial owner on whose behalf the proposal is made, a representation that the stockholder is a holder of record, class, series and the number of shares of Common Stock owned of record or beneficially by the stockholder and the beneficial owner on whose behalf the proposal is made, a description of all arrangements and understandings between the stockholder and the beneficial owners, if any, and that the stockholder intends to appear in person or by proxy at the annual meeting. Notice of an item of business must also include a brief description of the proposed business, the text of the proposal, the reason for conducting such business at the annual meeting and any material interest of the stockholder in such business.

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ITEM 1 — ELECTION OF DIRECTORSAnnual Meeting.

Composition of Board and Nomination of Class III Directors

Our Board is currently comprised of ten members. The size of the Board may be fixed from time to time exclusively by our Board as provided in our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Board of Directors (the “Board”) may fill the vacancy created by Mr. Staubach’s resignation, and any director so chosen shall serve for the remainder of the term of the Class I directors until his/her successor has been elected and qualified, subject however, to such director’s death, resignation, retirement, disqualification or removal.

In 2013, Messers. Rosenberg, Senior, Soderquist and Staubach attended at least 75% of all Board and respective committee meetings.

ITEM 2 – RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR

The Audit Committee has appointed and the Board has ratified the appointment of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”) as the Company’s independent registered public accounting firm for the 2014 fiscal year. As a matter of good corporate governance, we are seeking stockholder ratification of the appointment of Deloitte. If the stockholders do not ratify the appointment of Deloitte, the Audit Committee may review its future selection of auditors.

One or more representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to answer appropriate questions.

The fees paid to Deloitte during the 2013 fiscal year are detailed on page 27.

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CINEMARK HOLDINGS, INC.

3900 Dallas Parkway, Suite 500

Plano, Texas 75093

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 22, 2014

GENERAL INFORMATION

Solicitation and Revocability of Proxies

The Board is soliciting proxies in connection with the 2014 annual meeting of stockholders and any adjournment thereof (the “Annual Meeting”) to be held on May 22, 2014, at 9 a.m. CDT at the Company’s West Plano Theatre located at 3800 Dallas Parkway, Plano, TX 75093.The approximate date on which this proxy statement and the enclosed proxy are first being sent to stockholders is April 11, 2014.

Shares Outstanding and Voting Rights

As of April 2, 2014, 115,689,880 shares of the Company’s Common Stock were outstanding. The Common Stock constitutes the only class of voting securities of the Company. Only stockholders of record as of the close of business on April 2, 2014 (the“Record Date”) are entitled to receive notice of, and to vote at the Annual Meeting. Holders of Common Stock are entitled to one vote for each share so held.

QUESTIONS AND ANSWERS ABOUT

THE MEETING AND VOTING

We are holding the Annual Meeting to elect three Class I directors, to ratify the selection of Deloitte as our independent registered public accounting firm for the 2014 fiscal year and to hold a non-binding, advisory vote of stockholders on our executive compensation program and the compensation paid to our named executive officers for the 2013 fiscal year. Our Nominating and Corporate Governance Committee of the Board (the “Governance Committee”) has recommended the nominees to our Board and our Board has nominated the nominees. Our Audit Committee has appointed Deloitte as our independent registered public accounting firm for the 2014 fiscal year and our Board has ratified the appointment. Our Compensation Committee has approved our executive compensation program and the Board has recommended that the stockholders vote to approve our executive compensation program and the compensation paid to our named executive officers for the 2013 fiscal year. If any other matters requiring a stockholder vote properly come before the Annual Meeting, those stockholders present at the Annual Meeting and the proxies who have been appointed by our stockholders will vote as they deem appropriate.

The Record Date for the Annual Meeting is April 2, 2014. The Record Date is established by the Board as required by Delaware law. Owners of record of Common Stock at the close of business on the Record Date are entitled to:

(a) Stockholder of record: If your shares are registered in your name with our transfer agent, Wells Fargo Shareowner Services, you are a stockholder of record with respect to those shares. As a stockholder of record, you have the right to grant your proxy directly to us or to a third party, or to vote in person at the Annual Meeting.

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(b) Stockholder who holds stock in street name: If your shares are held by a broker or by a bank, you are considered to be a beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker or bank on how to vote and you are also invited to attend the Annual Meeting. Your broker or bank, as the record holder of your shares, may exercise discretionary authority to vote on “routine” proposals but may not vote on “non-routine” proposals without your instructions.

These proxy materials are being forwarded to you on behalf of your broker or bank. Your broker or bank has enclosed or provided voting instructions for you to use in directing the broker or bank on how to vote your shares. Since a beneficial owner in street name is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker or bank that holds your shares, giving you the right to vote the shares at the Annual Meeting.

A majority of our outstanding Common Stock as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Unless a quorum is present at the Annual Meeting, no action may be taken at the Annual Meeting except the adjournment thereof until a later time. Shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting, if you vote via the Internet, by telephone, or if you are represented by proxy. Abstentions and “broker non-votes” are counted as present for the purpose of determining the presence of a quorum.

A proxy is your legal designation of another person to vote the stock you own. The person(s) that you designate to vote your shares are called proxies. Tim Warner, Robert Copple and Michael Cavalier of the Company have been designated as proxies for the Annual Meeting. The term “proxy” also refers to the written document or “proxy card” that you sign to authorize those persons to vote your shares.

By executing the proxy card, you authorize the above-named individuals to act as your proxies to vote your shares in the manner that you specify. The proxy voting mechanism is vitally important to us. In order for us to obtain the necessary stockholder approval of proposals, a quorum of stockholders must be represented at the Annual Meeting in person or by proxy. Since few stockholders can spend the time or money to attend stockholder meetings in person, voting by proxy is necessary to obtain a quorum and complete the stockholder vote. It is important that you attend the Annual Meeting in person or grant a proxy to vote your shares to assure a quorum is obtained so corporate business can be transacted. If a quorum is not obtained, we must postpone the Annual Meeting and solicit additional proxies, which is an expensive and time-consuming process.

If you are a stockholder of record, you may vote:

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If you are a beneficial holder, you may vote:

Stockholder of Record.

If you are a stockholder of record and you:

then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owner.

If you own shares through a broker or bank and do not provide voting instructions to the broker or bank holding your shares, your broker or bank may represent your shares at the Annual Meeting for purposes of obtaining a quorum. Your broker or bank may vote your shares in its discretion on some “routine matters”. However, with respect to “non-routine matters”, your broker or bank may not vote your shares for you. With respect to these “non-routine matters”, the aggregate number of unvoted shares is reported as “broker non-votes”.

If you are the beneficial owner of shares and hold stock in street name, then the broker or bank, as the stockholder of record of the shares, may exercise discretionary authority to vote your shares with respect to “routine” matters but will not be permitted to vote the shares with respect to “non-routine” matters. A broker non-vote occurs when you do not provide the broker with voting instructions on “non-routine” matters for shares owned by you but held in the name of the broker. For such matters, the broker cannot vote and reports the number of such shares as “broker non-votes.”

“Broker non-votes” and abstentions are counted for purposes of determining a quorum. However, see below with regards to the effect of “broker non-votes” and abstentions on approval of specific agenda items.

Under the broker voting rules of the New York Stock Exchange (the “NYSE”), the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the 2014 fiscal year (Item 2) is considered a “routine” matter. “Broker non-votes” will not arise in the context of Item 2 as brokers may exercise discretionary authority to vote your shares on Item 2.

Under the broker voting rules of the NYSE, the election of directors (Item 1) and the non-binding, annual advisory vote on executive compensation (Item 3) are considered “non-routine” matters. As a consequence, brokers will not be able to vote on Item 1 and Item 3 without receiving instructions from the beneficial owners. As a result, “broker non-votes” could arise in the context of these proposals.

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Approval of Item 1: Beginning the Annual Meeting, pursuant to the Company’s Fourth Amended and Restated Corporate Governance Guidelines (the “Corporate Governance Guidelines”), the Board has adopted a form of majority voting standard for uncontested director elections that is sometimes referred to as a “plurality plus” standard. Under this “plurality plus” standard if a director nominee does not receive a majority of the “for” votes cast in an uncontested director election, then the director nominee shall promptly tender his resignation from the Board and all committees of the Board following certification of the results of the Annual Meeting by the Inspector of Elections. The Governance Committee (excluding the nominee in question if applicable) would then consider the resignation offer and make a recommendation to the Board as to whether to accept or reject the resignation, or whether to take other action such as allowing the director to continue to serve on the Board as a “holdover director” as permitted by Delaware corporate law. Within 90 days following certification of the stockholder vote, the Board will make a final determination as to whether to accept the director’s resignation. The Board’s explanation of its decision would then be promptly disclosed in a Form 8-K filed with the SEC.

Votes marked “For” Item 1 will be counted in favor of all director nominees.

Approval of Item 2: The ratification of the appointment of Deloitte requires the affirmative vote of a majority of the shares present or represented by proxy and voting at the Annual Meeting. Since this proposal is considered a “routine” matter, “broker non-votes” do not arise and brokers and banks may exercise discretionary authority to vote your shares. Abstention will have the same effect as a voteagainstthis proposal. Therefore, abstentions might prevent the approval of Item 2 if the number of affirmative votes does not constitute a majority of the shares of Common Stock present or represented by proxy and voting at the Annual Meeting.

Approval of Item 3: The advisory vote on executive compensation requires the affirmative vote of a majority of the shares present or represented by proxy and voting at the Annual Meeting. Since this proposal is considered a “non-routine” matter, “broker non-votes” may arise and abstentions and “broker non-votes” could prevent the approval of this Item.

The Board recommends that you vote:

You may revoke your proxy and change your vote at any time before the proxy has been exercised at the Annual Meeting.

If you are a stockholder of record, your proxy can be revoked in several ways:

If your shares are held in street name, you must contact your broker or bank in order to revoke your proxy. Generally, you may change your vote by submitting new voting instructions to your broker or bank, or, by attending the Annual Meeting and voting in person if you have obtained a “legal proxy” from your broker or bank giving you the right to vote your shares.

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The Company has retained a representative of Wells Fargo Shareowner Services to serve as an independent tabulator to receive and tabulate the proxies and as an independent inspector of election to certify the results.

The Company pays for this proxy solicitation. We use our transfer agent, its agents, and brokers to distribute all proxy materials to our stockholders. We will pay them a fee and reimburse any expenses they incur in making the distribution. Proxies will be solicited on behalf of the Board by mail, telephone, other electronic means or in person. We have retained D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, to assist with the solicitation for a fee of $7,000 plus reasonable out-of-pocket expenses.

Stockholders may receive a copy of the Company’s 2013 Form 10-K at no charge by sending a written request to Michael Cavalier, Company Secretary at Cinemark Holdings, Inc., 3900 Dallas Parkway, Suite 500, Plano, Texas 75093.

You can also visit our Web site atwww.cinemark.comfor free access to our corporate governance documents and our filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports. The SEC also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants. The address of the Web site iswww.sec.gov.

Stockholder proposals requested to be included in our proxy statement and form of proxy for our 2015 annual meeting must be in writing and received by the end of business on December 12, 2014 at our principal executive offices at 3900 Dallas Parkway, Suite 500, Plano, Texas 75093, Attention: Michael Cavalier, Company Secretary.

Stockholders who wish to nominate a director or introduce a proposal not included in the proxy statement at the 2015 annual meeting may do so in accordance with our by-laws. These procedures provide that stockholders who wish to bring a proper subject of business before the 2015 annual meeting must do so by a written notice in proper written form to the Company Secretary received not less than 90 and not more than120 days before the anniversary date of the Annual Meeting and must be accompanied by certain information about the stockholder making the proposal, in accordance with our by-laws. As a result, any notice given by or on behalf of a stockholder pursuant to these provisions of our by-laws (and not pursuant to the SEC’s Rule 14a-8) must be received no earlier than January 22, 2015, and no later than February 21, 2015 at our principal executive offices at 3900 Dallas Parkway, Suite 500, Plano, Texas 75093, Attention: Michael Cavalier, Company Secretary.

A copy of our by-laws is available from the Company Secretary upon written request.

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ITEM 1 — ELECTION OF DIRECTORS

Composition of the Board, Nomination of Class I Directors and Director Elections

Our Board is currently comprised of ten members. The size of the Board may be fixed from time to time exclusively by our Board as provided in our Certificate of Incorporation. Our Certificate of Incorporation also provides that our Board consists of three classes of directors, designated as Class I, Class II and Class III. The members of each class are elected to serve a three-year term, with the terms of office of each class ending in successive years. On April 9, 2007, immediately prior to our initial public offering, we entered into a director nomination agreement with certain of our then current stockholders permitting those certain stockholders to designate persons for appointment or nomination for election to the Board (the “Director Nomination Agreement”). Pursuant toCurrently, only the Mitchell Investors (as defined in the Director Nomination Agreement,Agreement) have a right to designate two nominees to the Board and Messers. Mitchell and Sepulveda were nominated to the Board by the Mitchell Investors. Madison Dearborn Capital Partners IV, L.P. (“MDCP”), had the right to designate five nominees to the Board, the Mitchell Investors (as defined in the Director Nomination Agreement) have the right to designate two nominees to the Board, Syufy Enterprises, LPLLP (“Syufy Enterprises”) had the right to designate one nominee to the Board and the Quadrangle Investors (as defined in the Director Nomination Agreement) had the right to designate one nominee to the Board. Currently, only the Mitchell Investors have a right to designate two nominees to the Board pursuant to the Director Nomination Agreement. MDCP, Syufy Enterprises and Quadrangle Investors no longer have any beneficial ownership in the Company’s Common Stock. However, Mr. BenjaminMessers. Chereskin, Dombalagian, Senior and Mr. Vahe DombalagianSoderquist (former nominees of MDCP), Mr. Peter Ezersky (a former nominee of Quadrangle Investors) and Mr. RayRaymond Syufy (a former nominee of Syufy Enterprises) are continuing to serve as directors subject to their re-election upon the expiry of their respective terms.

The terms of the current Class IIII directors, Mr. Benjamin Chereskin, Mr. Lee Roy MitchellMessers. Rosenberg, Senior, Soderquist and Mr. Raymond SyufyStaubach expire at the Annual Meeting.

The Mitchell Investors Each of Messers. Rosenberg, Senior and Soderquist has consented to be nominated Mr. Mitchell for electionre-election to the Board as a Class I director. However, Mr. Staubach has notified the Company that he will not stand for re-election at the Annual Meeting. His decision is not due to any disagreements with us on any of our operations, policies or practices.

We have no reason to believe that any of the director nominees (Messers. Rosenberg, Senior and Soderquist) will be unable or unwilling to serve if elected. However, should any of them become unavailable or unwilling to serve before the Annual Meeting, asyour proxy card authorizes us to vote for a Class III director. replacement nominee if the Board names one.

The Nominating and Corporate Governance Committee has recommended to the Board, and the Board has approved, the nomination of Messers. ChereskinRosenberg, Senior and SyufySoderquist for election to the Board at the Annual Meeting as Class IIII directors. Each of the Class III directors,Messers. Rosenberg, Senior and Soderquist, if elected, will serve on the Board for a three-year term expiring on the date of our 2017 annual meeting of stockholdersstockholders.

Beginning at the Annual Meeting, the Board has adopted a form of majority voting standard for uncontested director elections that is sometimes referred to be heldas a “plurality plus” standard. Under this “plurality plus” standard if a director nominee does not receive a majority of the “for” votes cast in 2016.

Eachan uncontested director election, then the director nominee has consentedshall promptly tender his resignation from the Board and all committees of the Board following certification of the results of the Annual Meeting by the Inspector of Elections. The Governance Committee (excluding the nominee in question if applicable) would then consider the resignation offer and make a recommendation to be named herein andthe Board as to whether to accept or reject the resignation, or whether to take other action such as allowing the director to continue to serve on the Board if elected. We have no reason to believe that anyas a “holdover director” as permitted by Delaware corporate law. Within 90 days following certification of the nominees will be unable or unwilling to serve if elected. However, should any nominee become unavailable or unwilling to serve before the election, your proxy card authorizes us tostockholder vote, for a replacement nominee if the Board names one.will make a final determination as to whether to accept the director’s resignation. The Board’s explanation of its decision would then be promptly disclosed in a Form 8-K report filed with the SEC.

Director Qualifications and Board Diversity

Our Third Amended and Restated Corporate Governance Guidelines (the “Corporate Governance Guidelines”) contain Board membership criteria that apply to nominees for a position on our Board. The Board has not adopted a formal diversity policy but pursuant to the Company’s Corporate Governance Guidelines, the Board seeks candidates of diverse background, education, skills, age and expertise with a proven record of accomplishment and the ability to work well with others. The Nominating and Corporate Governance

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Committee does not assign specific weight to any particular factor but in selecting members for open Board positions takes into account such factors as it deems appropriate, which may include the current composition of the Board, the range of talents, experiences and skills that would best complement those already represented on the Board and the need for financial or other specialized expertise.

Currently, two The Board seeks to achieve a mix of members whose experience and backgrounds are relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. Overall, each of our Board members are nominees of our stockholders pursuantis committed to the Director Nomination Agreement. The Nominatinggrowth of the Company for the benefit of the stockholders, contributes new ideas in a productive and Corporatecongenial manner and regularly attends board meetings.

The Governance Committee receives nominations from the stockholders and the Board and evaluates nominees against the standards, qualifications and diversity criteria set forth in the Company’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee annually evaluates the criteria for the selection of new directors and recommends any proposed changes to the Board.

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Candidates nominated for election or re-election to the Board should possess the following qualifications:

The Board seeks to achieve a mix of members whose experience and backgrounds are relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. Overall, each of our Board members is committed to the growth of the Company for the benefit of the stockholders, contribute new ideas in a productive and congenial manner and regularly attend board meetings.

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Information on each of our nominees and continuing directors is given below.

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Nominees for Class IIII Directors

Term Expiring 20162017

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Roger T. Staubach, a Class I director, has notified the Company that he will not stand for re-election at the Annual Meeting. Pursuant to our Certificate of Incorporation, the Board may fill the vacancy created by Mr. Staubach’s resignation, and any director so chosen shall serve for the remainder of the term of the Class I directors until his/her successor has been elected and qualified, subject however, to such director’s death, resignation, retirement, disqualification or removal.

Our Board unanimously recommends that the stockholders vote “FOR” each of the above nominees.

Unless marked to the contrary, proxies received will be voted “FOR” the election of each of the Class IIII nominees.

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Continuing Class II Directors

Term Expiring 2015

1916

2017

Continuing Class IIII Directors

Term Expiring 20142016

2118

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CORPORATE GOVERNANCE

General

We are governed by our directors who,Board which, in turn, appointappoints executive officers to manage our business operations. The Board oversees our executive management on your behalf. The Board reviews our long-term strategic plans and exercises oversight over all major decisions, such as acquisitions, the declaration of dividends, major capital expenditures and the establishment of key Company policies.

Board Leadership Structure

SinceWe believe that a key factor in a company’s performance is a leadership structure that provides a balance between independent oversight by an engaged Board and day-to-day operations by management to implement the Board’s strategic vision. To achieve this balance, since December 2006, we have split the roles of the Chairman of the Board and the Chief Executive Officer.Officer such that the Board is separated from the day-to-day operations of the Company. This structure has served us well. Lee Roy Mitchell, the founder of the Company, had been Chairman and Chief Executive Officer since the Company’s inception until December 2006, when the Board deemed it to be in the best interest of the Company to separate the two positions. Mr. Mitchell is currently the executive Chairman of the Board and Mr. Warner is the Chief Executive Officer. The Board believes that this structure is appropriate for the Company. As the founder of the Company with more than 50 years of experience in the movie exhibition industry, Mr. Mitchell is uniquely positioned to lead the Board as well as to guide the Company’s management team in strategic planning. Mr. Mitchell is assisted by Board members, each of whom has extensive experience in sectors that are relevant to the Company’s business. The Board’s oversight function is enhanced by the Board’s Audit, Governance and Compensation Committees, each of which is comprised entirely of independent directors.

Prior to February 15, 2012,The day-to-day operations of the Company are managed by the executives under the direction of Mr. Stock wasWarner, our Chief Executive Officer. Effective February 15, 2012, Mr. Stock retired and was succeeded by Mr. Warner. Mr. Warner who has served as the President and Chief Operating Officer of the Company since December 2006, brings over 30 years of motion picture exhibition industry experience to the Chief Executive Officer position, including more than 1617 years with the Company. AsPrior to becoming the Chief Executive Officer, in his roles as the President and Chief Operating Officer Mr. Warner has led the Company’s domestic operations and managed the Company’s growth and development. Mr. Warner joinedof the Company in 1996 asand President of Cinemark International, L.L.C., nowMr. Warner has been critical in the growth of the Company’s fastest growing division, and developed and established successful theatrical exhibition operations in 14 countries.domestic as well as international business. Mr. Warner’s extensive industry experience and relationships, coupled with proven management and operational skills, make him well-suited to conductdirect the Company’s day-to-day management and implement the strategic vision of the Board.

In addition to the separation of the two positions of the Chairman of the Board and the Chief Executive Officer, the Board has a lead independent director, which role provides leadership and an organizational structure forto the non-executivenon- management directors. Our lead independent director presides over executive sessionsis currently Mr. Donald Soderquist. The position of the Board, serveslead independent director has significant authority and responsibilities under our Corporate Governance Guidelines, which are as follows:

Board’s Role in Risk Oversight

The Board discussesResponsibility for risk oversight rests with management major risk factors relating to the Company and its performance and reviews measures to address and mitigate such risks.Board. The Board has oversight responsibility of the processes established to identify, report and mitigate material risks applicable to the Company. The Board

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approves management’s policies related to key risk areas and provides input to management regarding risk issues and the appropriateness of management’s response. The Board also approves actions surrounding our capital structure, dividend payments, material legal settlements, potential material acquisitions and approves our annual budget. While the Board considers risk in all its decisions, it also recognizes that appropriate and measured risk-taking may be required for the Company to retain its competitiveness and thus increase stockholder value.

The Board implements its risk oversight function both as a whole and through delegation to Board committees.

The Board has delegated its oversight responsibility to the Audit Committee with respect to financial and accounting risks.risks to the Audit Committee. The Audit Committee periodically discusses with management the Company’s major financial risk exposures and the Company’s risk assessment and risk management policies. Management provides toOn a periodic basis throughout the year, management responsible for managing credit, liquidity, market and financial risks, provide the Audit Committee periodic assessments ofan update on key risks and the Company’s risk management processes and systems of internal control.control to manage the risks. The ChairmanChair of the Audit Committee reports to the full Board regarding material risks as deemed appropriate.

The Compensation Committee reviews the executive compensation program to ensure that the design of the program does not encourage excessive risk-taking. It also reviews succession plans to ensure the Company has appropriate practices in place to support the retention and development of the talent necessary to achieve the Company’s business goals and objectives. SeeCompensation Risk Assessment section of the Compensation Discussion and Analysis (the “CD&A”) for more detail on how the Compensation Committee mitigates risk without diminishing the incentive nature of compensation.

During 2013, the Board established two new committees – the Strategic Long-Range Planning Committee and the New Ventures Committee – to further enhance the Board’s risk oversight function. The Strategic Long-Range Planning Committee provides oversight of the risks associated with strategic planning by assisting management in the analysis of alternative strategic options and reviewing with management the key industry and market issues and external developments impacting the Company. The New Ventures Committee provides guidance on business development initiatives and growth opportunities for the Company.

Director Independence

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporatestandards of director independence comply with the independence requirements of the NYSE. With the assistance of legal counsel to the Company, the Governance Committee eachhas reviewed the NYSE standards for Board and committee member independence. On the basis of which is further described below. Based upon athis review, by the Nominating and Corporate Governance Committee, the Board has affirmatively determined, in its business judgment, that (a) the majority of the Board is independent, (b) each of Messrs. Chereskin, Dombalagian, Ezersky, Rosenberg, Senior, Staubach, Sepulveda Soderquist, and StaubachSoderquist is independent, within(c) Messers. Mitchell and Syufy are not independent due to their transactions with the meaning of the rules of the NYSE director independence standards, as currently in effect, (c)Company exceeding $120,000 annually, (d) each of Messrs. Ezersky, Rosenberg and Sepulveda meets all

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applicable requirements of the SEC and NYSE for membership in the Audit Committee and (d)(e) Mr. Sepulveda is an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC and satisfies the NYSE’s financial experience requirements. For purposes of Board membership, the Board affirmatively determined the independence of each member of the Board based on the independence standards of the NYSE. The NYSE bright-line tests for independence are whether the director:

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Meetings

The Board held four regularsix (6) meetings and took action by written consent on threefive (5) occasions during the 2013 fiscal year ended December 31, 2012.year. All directors attended at least seventy-five percent (75%) of all meetings held by the Board and all meetings held by committees of the Board on which such director served.

All directors are strongly encouraged to attend the Annual Meeting, but we do not have a formal attendance requirement. SevenEight directors attended the 20122013 Annual Meeting.

Executive Sessions

As a partPursuant to our Corporate Governance Guidelines and the rules of each regularly scheduled Board meeting,the NYSE, our non-management directors meet periodically in executive sessions with no Company employees present. The presiding director of the executive sessions is currently our lead independent director, Mr. Donald Soderquist. During 2013, our non-management directors met twice in executive sessions.

Stockholder Communications with the Board

Any Company stockholder or other interested party who wishes to communicate with the non-management directors as a group may direct such communications by writing to the:

Company Secretary

Cinemark Holdings, Inc.

3900 Dallas Parkway, Suite 500

Plano, TX 75093

The communication must be clearly addressed to the Board or to a specific director. If a response is desired, the individual should also provide contact information such as name, address and telephone number.

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All such communications will be reviewed initially by the Company Secretary. The Company Secretary will forward to the appropriate director(s) all correspondence, except for items of the following nature:

The Company Secretary will prepare a periodic summary report of all such communications for the Board. Correspondence not forwarded to the Board will be retained by the Company and will be made available to any director upon request.

Corporate Governance Policies and Charters

The following documents make up our corporate governance framework:

Current copies of the above policies and guidelines are available publicly on the Company’s Web site atwww.cinemark.com.under the Investor Relations tab.

Code of Business Conduct and Ethics

The Company has also adopted a Code of Business Conduct and Ethics, which applies to directors, executive officers and employees. The Code of Business Conduct and Ethics sets forth the Company’s policies on critical issues such as conflicts of interest, insider trading, protection of our property, business opportunities and proprietary information. Prompt disclosure to stockholders will be made regarding any waiver of the Code of Business Conduct and Ethics for executive officers and directors that have been approved by our Board or any committee thereof.Board committee. The Code of Business Conduct and Ethics is available on our Web site atwww.cinemark.com. We will post on our Web site any amendments or waivers to the Code of Business Conduct and Ethics.

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BOARD COMMITTEES

TheOur Board currently has three principal standing committees: a Nominating and Corporatefive committees – Audit Committee, Compensation Committee, Governance Committee, an AuditNew Ventures Committee and a Compensation Committee. The chart below identifies the members ofStrategic Long-Range Planning Committee – each of these committees as of the date of this Proxy Statement:which is further described below.

Name of Director				Audit		Nominating & Corporate Governance		Compensation
Benjamin D. Chereskin*		I
Vahe A. Dombalagian		I
Peter R. Ezersky		I
Lee Roy Mitchell		«
Enrique F. Senior		I
Steven P. Rosenberg		I
Carlos M. Sepulveda**		I
Don Soderquist		I
Roger Staubach		I
Raymond W. Syufy

«		=		Chairman of the Board
I		=		Independent
		=		Committee Member
*		=		Committee chairperson
**		=		Committee chairperson and financial expert

Nominating and Corporate Governance Committee

Members

                    Steven P. Rosenberg (Chair)*

                    Vahe A. Dombalagian

                    Donald G. Soderquist*

* Joined the Governance Committee on September 1, 2013.

Mr. Benjamin Chereskin was a member of the Governance Committee until August 31, 2013.

The Nominating and CorporateGovernance Committee is composed solely of directors who satisfy all criteria for independence under the rules of the NYSE. The Governance Committee is governed by the Nominating and Corporate Governance Committee Charter setting forth the purpose and responsibilities of this committee.

Functions

The Nominating and Corporate Governance Charter is available on our Web site atwww.cinemark.com. Subject to the rightfunctions of the Mitchell Investors (as defined in the Director Nomination Agreement) to nominate directors pursuant to the Director Nomination Agreement, the principal responsibilities of the Nominating and Corporate Governance Committee is to assistinclude the Board in following: