UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN THE PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Cinemark Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Fee computed on table below per Exchange ActRules 14a-6(i)(4) and0-11.

LETTER TOFROM OUR STOCKHOLDERSCEO

		Dear Fellow Stockholders:   On behalf of the Board of Directors (the “Board”), I would like to inviteWe welcome you to the 2019join us at our 2021 annual meeting of stockholders (the “Annual Meeting”) of Cinemark Holdings, Inc. (the “Company”)(Annual Meeting) to be held at our West Plano Theatre located at 3800 Dallas Parkway, Plano, TX 75093virtually on May 23, 201920, 2021 at 9:00 a.m. CDT. The accompanying formal noticeNotice of Annual Meeting and proxy statement set forthProxy Statement, following this letter, provides more information regarding the details regarding admissionvirtual-only meeting and the business to be conductedwe will conduct at the Annual Meeting. It is almost unfathomable that one year ago, we were reporting Cinemark’s fifth consecutive year of record results with the North American industry touting the second-highest grossing box office of all-time. At the beginning of 2020, we reflected an incredibly strong Company with areflected an incredibly strong Company with a history of discipline and consistency, operating in a stable and mature industry. It goes without saying that COVID-19 has
caused significant distress in multiple industries, including the movie exhibition industry, and tested the strength and resiliency of our Company over the course of the past year.

The North-American movie exhibition industry achievedCinemark is still a strong company operating with balance, discipline and consistency, while adapting to our current circumstances. This past year has only reinforced that Cinemark has tenacity and perseverance in addition to anall-time high box office of $11.9 billion ability and a willingness to think quickly and move nimbly as we evolve in 2018, an increase of 6.9% over 2017. For the ninth time outthis unpredictable, ever-changing environment.

Cinemark was one of the past ten years, we outperformedfirst theatre chains to reopen and has largely been able to remain open, government restrictions notwithstanding. At the end of the year, approximately 75% of our U.S. circuit was reopened, compared to 45% of the North American industry box office with 7.7% domestic box office growth and a 6.3% increaseindustry. Similarly, in attendance. The strength of the film content coupled with our consistent executionLatin America, we had approximately 65% of our strategic initiatives led totheatres operating by year-end. Our theatre teams have been proficient in executing our fourth consecutive year ofall-time highs, including recordsenhanced cleaning and safety protocols, named The Cinemark Standard. Since we began reopening in all revenue categoriesJune, we have consistently received 96% guest satisfaction scores on Cinemark protecting their health and $3.2 billion in worldwide revenues.

During 2018,safety. Notably, we served more than 280 million guests worldwide and expanded our footprint through new builds and acquisitions for a total of more than 6,000 screens across our global footprint spanning 16 countries. Our domestic subscription program, Movie Club, achieved more than 530,000 members, which was 250% more than our initialone-year goal and represented nearly 1,600 members per theatre. Additionally, we increased our recliner penetration from 45%are continuing to more than 55% ofcover our domestic circuit,incremental variable costs associated with being open and are burning less cash with theatres open than we would if the highest among the major exhibitors.theatres remained closed.

The focusI am proud of the executiveaccomplishments the entire team has always been to drive stockholder value and to increase the return on your investment in the Company. In that spirit, we increased our cash dividend by $0.08 annually in the fourth quarter of 2018, thus growing our cash dividend by 36% cumulatively and distributing more than $640 million to our stockholders,made over the past five years.year. While we were well-positioned heading into the crisis, we have adapted the way we operate to become more efficient and navigate the current environment. We are working diligently to remain successful and further solidify our leadership position as theatrical moviegoing resurges, which will ultimately benefit long-term stockholder value.

The Board,Lastly, our Board’s active oversight has been integral to our success in helping management navigate the management teamchallenges and I would like to thankimpacts associated with the COVID-19 pandemic with their diverse viewpoints, financial acumen and deep industry knowledge and expertise.

Thank you for choosingyour continued support, trust and investment in Cinemark. We look forward to invest in Cinemark and extend a warm invitation to attend theyour participation at our Annual Meeting.

YOUR VOTE IS VERY IMPORTANT TO US. Whether or not you plan to attend the Annual Meeting, I urge you to please cast your vote as soon as possible via the Internet, telephone or mail.

Warm regards,

Mark Zoradi

Sincerely,

Mark Zoradi

Chief Executive Officer

CINEMARK HOLDINGS, INC.

3900 Dallas Parkway Suite 500

Plano, Texas 75093

NOTICE OF 2019 ANNUAL MEETING AND PROXY STATEMENT

April 8, 20192, 2021

Dear Stockholders:

Notice is hereby given that the Annual Meeting of the Company will be held on May 23, 201920, 2021 at 9:00 a.m. CDT, at our West Plano Theatre located at 3800 Dallas Parkway, Plano, TX 75093,virtually, for the following purposes:

Only stockholders of record as of the close of business on March 25, 2021, set as the Record Date, will be entitled to notice of, and to vote at, the Annual Meeting.

For the second consecutive year, our Annual Meeting will be conducted exclusively online via live audio webcast. Conducting the meeting virtually will again ensure stockholder access in light of the expected ongoing uncertainty for large gatherings due to the COVID-19 pandemic. Stockholders will be afforded the same rights and opportunities to participate in a virtual-only Annual Meeting as they would at an in-person meeting.

To be admitted to the virtual-only Annual Meeting, stockholders as of the Record Date must use the following link: www.virtualshareholdermeeting.com/CNK2021 and enter the 16-digit control number found on the proxy card or the voting instruction form. By logging into the website, stockholders as of the Record Date will be able to vote shares electronically on all items to be considered at the Annual Meeting. If a stockholder as of the Record Date has any question pertaining to the business of the Annual Meeting, it must be submitted in advance of the Annual Meeting by visiting www.proxyvote.com. Questions may be submitted until 10:59 p.m. CDT, on Tuesday, May 18, 2021. Stockholders must have their proxy cards or voting instruction forms in hand when accessing the website and follow the instructions. To allow us to respond at the Annual Meeting to the maximum number of stockholders, each stockholder will be limited to one question.

Those without a 16-digit control number will be admitted to the virtual-only Annual Meeting as guests, but guests will not have the ability to vote or otherwise participate.

BY ORDER OF THE BOARD OF DIRECTORS,

Michael Cavalier

Executive Vice President-General Counsel & Secretary

YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. Therefore, we urge you to promptly vote and submit your proxy in advance of the Annual Meeting. You can vote your shares via the Internet, by telephone, or by signing, dating, and returning the proxy card or voting instruction form. To vote via the Internet or telephone, follow the instructions included in the proxy card or the voting instruction form. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting.

The proxy statement and the 2020 Form 10-K are available at

http://materials.proxyvote.com/17243V

PROXY STATEMENT TABLE OF CONTENTS

GENERAL INFORMATION

Solicitation of ProxiesSOLICITATION OF PROXIES

The Board is soliciting proxies in connection with the Annual Meeting (and any adjournment thereof) to be held virtually on May 23, 201920, 2021 at 9 a.m. CDT at the Company’s West Plano Theatre located at 3800 Dallas Parkway, Plano, TX 75093.CDT. The approximate date on which this proxy statement and the enclosed proxy are first being sent to stockholders is April 8, 2019.2, 2021.

Shares Outstanding and Voting RightsSHARES OUTSTANDING AND VOTING RIGHTS

As of the Record Date, 117,019,540119,539,989 shares of common stock, par value $0.001 per share (Common Stock) of the Company (the “Common Stock”) were outstanding. The Common Stock constitutes the only class of voting securities of the Company. Only stockholders of record as of 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.

ITEM ONE — ELECTION OF DIRECTORSCORPORATE GOVERNANCE

CompositionBOARD COMPOSITION

The majority of theour Board

Our Board is independent and is currently comprised of 10 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 termterms of office of each class ending in successive years.

ITEM ONE — ELECTION OF THREE CLASS II DIRECTORS

Director QualificationsANNUAL MEETING SLATE

The qualifications for Board membership are set forth in our Fourth Amendedterms of the current Class II directors, Mme. Antonellis and RestatedMessrs. Sepulveda and Zoradi expire at the Annual Meeting. All nominees have been recommended by the Nominating and Corporate Governance Guidelines (“Corporate Governance Guidelines”). All candidatesCommittee (Governance Committee) and nominated by the Board for election at the Annual Meeting.

Each of Mme. Antonellis and Messrs. Sepulveda and Zoradi has consented to be nominated for election orre-election to the Board should possess the following qualifications:

willingnessAnnual Meeting, your proxy card authorizes us to representvote for a replacement nominee if the best interests of all stockholders and objectively appraise management performance.Board names one.

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NOMINATIONS FOR ELECTION TO THE BOARD

Our Governance Committee (the “Governance Committee”)is responsible for identifying and recommending director candidates to our Board for nomination. This is an ongoing process through which the Board has added three new directors – Mmes. Antonellis and Loewe and Mr. Zoradi - since 2015. These directors have not only added to the Board’s portfolio of skills in finance, accounting, leadership experience and industry knowledge but have also particularly supplemented the experience in the information technology and cybersecurity areas.

Although the Board retains ultimate responsibility for approving candidates for election, the Governance Committee conducts the initial screening and evaluation. The Governance Committee has not established any minimum qualifications that must be met by a director candidate or identified any set of specific qualities or skills that it deems to be mandatory. Based on the director qualifications discussed under Board Diversity and Director Qualifications, the Governance Committee’s goal is to maintain a mix of different viewpoints such that the Company benefits from the fresh perspectives brought by new directors and the institutional knowledge and industry insights of directors having longer experience on our Board. The Governance Committee’s policy regarding consideration of potential director nominees acknowledges that choosing a director is dependent upon a number of subjective and objective criteria many of which are difficult to categorize. The Governance Committee considers candidates recommended by current directors, management, third party search firms engaged by the Governance Committee, and stockholders. Under the director nomination agreement which we entered into on April 9, 2007 with certain of our then current stockholders (Director Nomination Agreement), the Mitchell Investors (as defined in the Director Nomination Agreement) have a right to designate two nominees to the Board. Mr. Sepulveda is a nominee of the Mitchell Investors. All candidates, including candidates recommended by stockholders, are evaluated on the basis of the same criteria. Stockholders who wish to recommend a candidate to the Governance Committee or submit nominees for election at the 2022 annual meeting should follow the instructions on page 74.

BOARD LEADERSHIP

Lead Independent Director

Mr. Sepulveda serves as the Board’s Lead Independent Director (Lead Director). The Lead Director has the authority to preside at all meetings of the Board at which the Chairman is responsiblenot present, including executive sessions of the

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non-management directors and has the authority to call meetings of the non-management directors. The Lead Director serves as principal liaison between the non-management directors and Company management. In consultation with the Chairman and the CEO, the Lead Director approves meeting schedules and agendas and the information provided to the Board. If requested by stockholders and as appropriate, the Lead Director will also be available, as the Board’s liaison, for nominating members toconsultation and direct communication.

Separation of Chairman and CEO Roles

Although the Board does not assign specific weighthave a formal policy on separation of the roles of the CEO and Chairman, we have kept these positions separate since 2007. Separating the Chairman and CEO roles allows us to develop and implement corporate strategy that is consistent with the Board’s oversight role, while facilitating strong day-to-day executive leadership. Mr. Mitchell provides leadership to the Board by chairing meetings, organizing directors and facilitating Board deliberations. His in-depth knowledge of the motion picture industry for more than five decades and his long-standing relationships within the industry provide the Board an invaluable resource and leadership particularly in the area of strategic initiatives, including evaluating new diversification and growth opportunities.

The Board believes that its leadership structure is appropriate for Cinemark. Through the role of the Lead Director, the independence of the Board’s standing committees, and the regular use of executive sessions of the non-management directors, the Board is able to maintain independent oversight of risks to our business, our long-term strategies, annual operating plan, and other corporate activities. These features, together with the role and responsibilities of the Lead Director described above, ensure a full and free discussion of issues that are important to Cinemark’s stockholders. At the same time, the Board is able to take advantage of the unique blend of leadership, experience and knowledge of our industry and business that Mr. Mitchell and Mr. Zoradi separately bring to the table.

BOARD INDEPENDENCE

The majority of our Board is independent with 7 out of 10 directors being independent. We comply with the independence requirements of the New York Stock Exchange (NYSE) listing standards. The test for independence under the NYSE listing standards is whether the director

1.            is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company;

2.            has received, or has an immediate family member who has received, during any particular factor when evaluating candidatestwelve-month period within the last three years, more than $120,000 in direct compensation from the Company (other than director and committee fees and pension or other forms of deferred compensation for potential Board nominations. prior service, provided such compensation is not contingent in any way on continued service);

3.            (a) is a current partner or employee that is the Company’s internal or external auditor; (b) has an immediate family member who is a current partner of such a firm; (c) has an immediate family member who is a current employee of such firm and personally works on the Company’s audit; or (d) is or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time;

4.            is, or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or has served on that company’s compensation committee; or

5.            is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

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The Board in coordination with our Governance Committee, and assistance of the Company’s general counsel, followed the NYSE bright-line tests and considered the transactions reported under the Certain Relationships and Related Party Transactions to determine the independence of the Board members. On the basis of this review, the Board affirmatively determined, in its business judgment, that (a) the majority of the Board was, and continues to be, independent, (b) each of Mmes. Antonellis, Loewe and Vaca and Messrs. Chereskin, Rosenberg, Senior and Sepulveda are independent, (c) Messrs. Mitchell and Syufy are not independent due to their transactions with the Company exceeding $120,000 annually, (d) Messrs. Mitchell and Zoradi are not independent because they are employees of the Company, (e) each of Mmes. Antonellis and Loewe and Messrs. Rosenberg and Sepulveda meet all applicable requirements for membership in the Audit Committee, (f) Ms. Loewe and Mr. Sepulveda qualify as “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC and satisfy the NYSE’s financial experience requirements, and (g) each of Ms. Vaca and Messrs. Chereskin and Sepulveda meet all applicable requirements for membership in the Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our Board has adopted a written policy supplementing our Code of Business Conduct and Ethics relating to the review, approval and ratification of transactions between us and “related parties” as generally defined by applicable rules under the Securities Act of 1933, as amended. The policy covers any related party transaction in which the amount involved exceeds $120,000. Our Board has determined that the Audit Committee is best suited to review and approve related party transactions, although in certain circumstances the Board may determine that a particular related party transaction be reviewed and approved by a majority of disinterested directors. In reviewing and approving a related party transaction, the Audit Committee, after satisfying itself that it has received all material information regarding the related party transaction under review, shall approve based upon the determination whether the transaction is fair and in the best interest of the Company.

Management presents any proposed related party transaction at an Audit Committee meeting for review and approval. If management becomes aware of a proposed or existing related party transaction that has not been presented or pre-approved by the Audit Committee, management shall promptly notify the Chair of the Audit Committee who shall submit such related party transaction to the full Audit Committee for approval or ratification, if the Audit Committee determines that such transaction is fair to the Company. If management, in consultation with our CEO, CFO or General Counsel determines that it is not practicable to wait until the next Audit Committee meeting, the Chair of the Audit Committee has been delegated the authority to review, consider and approve any such transaction. In such event, the Chair of the Audit Committee shall report any related party transaction approved by him or her at the next Audit Committee meeting. The Audit Committee may establish guidelines it determines as necessary and appropriate for management to follow in dealings with related parties and related party transactions. The procedures followed in considering a related party transaction are evidenced in the resolutions and minutes of the meetings of the Audit Committee or Board, as applicable.

The Company has the following related party transactions with Mr. Mitchell and Mr. Syufy.

Laredo Theatre

We manage theatres for Laredo Theatre, Ltd., (Laredo). We are the sole general partner and own 75% of the limited partnership interests of Laredo. Lone Star Theatres, Inc. (Lone Star) owns the remaining 25% of the limited partnership interests in Laredo and is 100% owned by Mr. David Roberts, Lee Roy Mitchell’s son-in-law. Under the agreement, management fees are paid by Laredo to us at a rate of 5% of annual theatre revenues up to $50 million and 3% of annual theatre revenues in excess of $50 million. We recorded approximately $0.15 million of management fee revenue from Laredo during 2020. As the sole general partner and the majority limited partner of Laredo, we control the affairs of the limited partnership and have the rights to dissolve the partnership or sell the theatres. We also have a license agreement with Laredo permitting Laredo to use the “Cinemark” service mark, name and corresponding logos and insignias in Laredo, Texas.

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Copper Beech LLC

Effective September 2, 2009, Cinemark USA, Inc. (CUSA), a wholly-owned subsidiary of the Company, entered into an Aircraft Time Sharing Agreement (Aircraft Agreement), with Copper Beech Capital, LLC, a Texas limited liability company (Operator), for the use of an aircraft and flight crew on a time sharing basis. Lee Roy Mitchell, our Chairman of the Board, and his wife, Tandy Mitchell own the membership interests of the Operator. Prior to the execution of the Aircraft Agreement, the Company had an informal agreement with the Operator to use, on occasion, a private aircraft owned by the Operator. The private aircraft is used by Mr. Mitchell and other executives who accompany Mr. Mitchell to business meetings for the Company. The Aircraft Agreement specifies the maximum amount that the Operator can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and flight crew. The Company pays the Operator the direct costs and expenses related to fuel, pilots, landing fees, storage fees, insurance obtained for the specific flight, flight planning, weather contract services and expenses such as in-flight food and beverage services and passenger ground transportation incurred during a trip. For 2020, the aggregate amounts paid to Copper Beech LLC for the use of the aircraft was approximately $10,000.

FE Concepts, LLC

The Company, through its wholly-owned indirect subsidiary CNMK Texas Properties, LLC, formed a joint venture, FE Concepts, LLC (FE Concepts), with AWSR Investments, LLC (AWSR), an entity owned by Lee Roy Mitchell and Tandy Mitchell. FE Concepts operates a family entertainment center that offers bowling, gaming, movies and other amenities. The Company and AWSR each invested approximately $20.0 million and each have a 50% voting interest in FE Concepts. The Company has a theatre services agreement with FE Concepts under which the Company receives management fees for providing film booking and equipment monitoring services for the facility. The Company recorded $0.34 million of management service fees during the year ended December 31, 2020.

Family Relationships

Walter Hebert III, brother-in-law of Mr. Mitchell, is the Executive Vice President – Purchasing of the Company. Mr. Hebert received a total compensation of $519,860 for 2020. Such amount included base salary of $244,624, fair market value of annual restricted stock grant of $114,980, cash value of retention grant of $43,122, cash value of bonus equity of $86,240, and all other compensation of $30,894.

Tandy Mitchell, wife of Mr. Mitchell, participated in the voluntary workforce reduction program and is no longer an employee of the Company. Ms. Mitchell’s compensation for 2020 was $145,875.

Century Theatres

Our subsidiary, Century Theatres, currently leases 14 theatres and one parking facility from Syufy Enterprises or affiliates of Syufy Enterprises. Raymond Syufy, one of our directors, is an officer of the general partner of Syufy Enterprises. All of the leases except one have fixed minimum annual rent. The remaining lease has rent based upon a specified percentage of gross sales as defined in the lease with no minimum annual rent. For 2020, we paid approximately $24 million in rent for these leases. Since 2019, we began providing digital equipment support to drive-in theatres owned by Syufy Enterprises. We recorded $0 of management fees related to these services during 2020.

Director Nomination Agreement

Under the Director Nomination Agreement which we entered into on April 9, 2007 with certain of our then current stockholders, the Mitchell Investors (as defined in the Director Nomination Agreement) have a right to designate two nominees to the Board and Messrs. Mitchell (Class III) and Sepulveda (Class II) are its current nominees.

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BOARD DIVERSITY AND DIRECTOR QUALIFICATIONS

Our Corporate Governance Guidelines contain Board membership criteria which are set as broad tenets rather than as specific weighted criteria. To carry out its responsibilities and set the appropriate tone at the top, our Board is keenly focused on its leadership structure, and the character, integrity, and qualifications of its members. Our directors have a proven record of accomplishment and an ability to exercise sound and independent judgment in a collegial manner.

Our Board does not have a formal diversity policy. It broadly construes diversity to mean diversity of backgrounds, experience, qualifications, skills, age and expertise, among other factors, which when taken together best serve our Company and our stockholders. The following presentation highlights some of the diversity metrics of our Board.

In selecting board members, the Board takes into account, such factors as it deems appropriate, which may includein addition to the current composition of the Board,core attributes, the range of talents, experiencesexperience and skillsexpertise that are needed and would best complement those alreadythat are currently represented on the Board and the need for specialized expertise.Board. 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’sour business.

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Board Diversity

The Board has not adopted a formal diversity policy. Pursuant to the Corporate Governance Guidelines, the Board broadly construes diversity to mean diverse background, education, skills, age and expertise. Our Board is comprised of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the interests of our stockholders. The directors complement each other in their mix of skills by bringing to the Board expertise and experience on the entertainment industry, capital markets, cybersecurity, technology, financial management, strategic planning and corporate governance.

The following chart summarizes the core competencies of each director.

Skill/Experience Matrix

Experience

Director

Financial Literacy

✓

✓

✓

✓

✓

✓

✓

✓

✓

Financial ManagementManagement/Corporate Finance

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Accounting and Financial Oversight/Enterprise Risk Management

✓

✓

✓

✓

✓

✓

Corporate Governance

✓

✓

✓

✓

✓

✓

✓

CEO Positions Held Experience

✓

✓

✓

✓

✓

✓

Non-CEO Executive PositionsExperience

✓

✓

✓

✓

✓

✓

✓

Film, Media and Entertainment Industry Knowledge

✓

✓

✓

✓

✓

Beverage Industry, Consumer Products

✓

✓

✓

Corporate Finance

✓

✓

✓

Mergers and Acquisitions

✓

✓

✓

✓

✓

✓

Other Public Company Board Service

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Leadership

✓

✓

✓

✓

✓

✓

✓

✓

✓

Strategic Vision and Planning

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Real EstateInformation Technology and Retail BusinessCybersecurity

✓

✓

Information Technology and Cybersecurity

✓

✓

Nominations for ElectionBOARD OVERSIGHT OF RISK

Throughout 2020, governance and risk management played a critical role in our response to the COVID-19 pandemic. As we confronted the challenges to our industry, we implemented operational teams to oversee daily decision-making to ensure our actions remained consistent with our priorities and in compliance with government mandates. The Board played a pivotal oversight role in our business continuity planning and execution in the face of the pandemic and oversaw the management by our executive team of risks related to continuing business operations, industry, financial controls, liquidity, employee retention, health and safety and IT operations.

Our Board believes that risk management is an important part of establishing, updating and executing Cinemark’s business strategy. The Governance CommitteeBoard, as a whole and at the committee level, has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations and the financial condition and performance of ourthe Company. The Board receives nominations for Board members which it evaluates basedfocuses its oversight on the standards, qualificationsmost significant risks facing the Company and diversity criteria set forth byon the processes that the Board in the Corporate Governance Guidelines. The Governance Committee annually evaluates the criteria for the selection of new directorshas established to identify, prioritize, assess, manage and recommends any proposed changes to the Board. Althoughmitigate those risks.

Annually, and if needed more frequently, the Board retains ultimate responsibility for approving candidates for election, the Governance Committee conducts the initial screeningreviews and evaluation. In doing so, the Governance Committee considers candidates recommended by the directors, the CEOCinemark’s long-term strategic plan and the Company’s stockholders.its annual financial and operating plan. The Governance CommitteeBoard and its committees also has the authority, to the extent it deems appropriate, to retain one or more search firms to be used to identify director candidates.

The Board’s leadership structure, with a Lead Director, separate Chairman and CEO, independent Board standing committees, the founderactive participation of committees in the oversight of risk, and open communication with management support the risk oversight function of the Company. HeBoard. Each committee has served as Chairman of the Board since March 1996risk oversight responsibilities and as a director since our inception in 1987.

Qualifications: Mr. Mitchell has been engaged in the motion picture exhibition business for over 50 years. His depth of experience in the motion picture industry has been invaluableprovides regular reports to the Board. Additionally, Mr. Mitchell brings a long-term historic industry perspective and leadership experience to the Board.