Exhibit 99.1
FOR IMMEDIATE RELEASE
National CineMedia, Inc. Announces Agreement with Standard General L.P.
CENTENNIAL, Colo. – June 1, 2018 – National CineMedia, Inc. (NASDAQ: NCMI) (“NCM, Inc.” or “the Company”), the managing member and owner of 48.8% of National CineMedia, LLC (“NCM LLC”), the operator of the largestin-theater digital media network in North America, announced today that it has entered into an agreement with Standard General L.P. (“Standard General”) to immediately add one new independent director to the Company’s Board of Directors and, if NCM, Inc. stockholders approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, to nominate up to two independent directors designated by Standard General at each of the Company’s annual meetings occurring during the standstill period. Standard General is NCM, Inc.’s largest stockholder, currently owning approximately 18% of the Company’s outstanding common stock.
Under the agreement, Andrew P. Glaze, an investment professional at Standard General, will be appointed to the NCM, Inc. Board within the next 30 days and will be nominated for election at the Company’s 2018 Annual Meeting of Stockholders. Also at the 2018 Annual Meeting, NCM, Inc. will seek stockholder approval for an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors, increase the maximum size of the Board to eleven directors and to amend certain Board approval rights (collectively the “Proposed Charter Amendment”). If the Company’s stockholders approve the Proposed Charter Amendment at the 2018 Annual Meeting, the Company has agreed to nominate two individuals (including Mr. Glaze or his replacement) designated by Standard General for election to the Board at the Company’s 2019 Annual Meeting of Stockholders and at each subsequent Company annual meeting occurring during the standstill period. Per the agreement with Standard General, the standstill period means the period beginning on June 1, 2018 and ending on the earliest to occur of (x) the 2018 Annual Meeting if the Proposed Amendment is not approved by the Company’s stockholders and (y) 30 days prior to the deadline for stockholder nominations and proposals to be voted on at the Company’s 2022 Annual Meeting.
Pursuant to the agreement, Paula Williams Madison, an NCM, Inc. director since 2014, will step down from the Board immediately prior to Mr. Glaze’s appointment and Mr. Glaze will be appointed to fill the vacancy created by Ms. Madison’s resignation from the Board.
“We are pleased to welcome Standard General’s nominee to our Board as we continue our focus on driving value and building on NCM’s unique position as the largest cinema advertising network in America,” said Scott Schneider, Chairman of the Board of NCM, Inc. “Together with the continued support of our exhibitor partners, we believe Andrew’s experience and insights will allow him to make valuable contributions to these efforts. As we welcome Andrew, we also thank Paula for her years of service to the Board and the expertise she has provided in the execution of our strategy. We wish her all the best in the future.”
“National CineMedia is a highly profitable business with a premier advertising network, and it has a significant opportunity to achieve sustainable growth,” said Soohyung Kim, Managing Partner of Standard General. “We are pleased to have worked constructively with the Board to reach an agreement that we believe will bring new director talent and expertise to capitalize on NCM’s unique assets and to support an even brighter future for the Company.”
