UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 4, 2011

 

Regal Entertainment Group

(Exact Name of Registrant as Specified in its Charter)

 

 

7132 Regal Lane, Knoxville, Tennessee 37918

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: 865-922-1123

 

N/A

(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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07  Submission of Matters to a Vote of Security Holders

 

On May 4, 2011, Regal Entertainment Group (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”).  The total number of shares of the Company’s Class A and Class B common stock voted in person or by proxy at the Meeting, voting as a single class, was 146,773,855.  The combined voting shares of the Company’s Class A and Class B common stock, voting as a single class, represent 94.96% of the 154,563,720 shares issued and outstanding and entitled to vote at the Meeting.  The Company’s Class A Common Stock is entitled to one vote per share, while the Company’s Class B common stock is entitled to ten votes per share.  The total number of votes represented by the Company’s Class A and Class B common stock voted in person or by proxy at the Meeting, voting as a single class, was 360,151,606.  The combined votes of the Company’s Class A and Class B common stock, voting as a single class, represent 97.88% of the 367,941,471 total votes outstanding and entitled to vote at the Meeting.  The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set out below.

 

Proposal 1                        Election of Class III Directors

 

The stockholders elected all three director nominees at the Meeting to serve as Class III directors until the Annual Meeting of Stockholders in 2014.  The voting results were as follows:

 

Nominee		Votes Cast For		Votes Withheld		Broker Non-Votes
Stephen A. Kaplan		343,056,431		1,418,126		15,677,049
Jack Tyrell		343,061,938		1,412,619		15,677,049
Nestor R. Weigand, Jr.		343,052,022		1,422,535		15,677,049

 

Proposal 2                        Advisory Vote on the Compensation of Named Executive Officers

 

The stockholders approved the compensation of our Named Executive Officers.  The voting results were as follows:

 

Votes Cast For		Votes Cast Against		Votes Abstain		Broker Non-Votes
342,991,092		894,471		588,994		15,677,049

 

Proposal 3                        Advisory Vote on the Frequency of Future Stockholder Votes on Executive Compensation

 

The stockholders recommended that the Company hold future advisory votes on the compensation of our Named Executive Officers on an annual basis.  The voting results were as follows:

 

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
335,934,027		62,295		8,350,944		127,291		15,677,049

 

Proposal 4                        Ratification of the Selection of our Independent Registered Public Accounting Firm

 

The stockholders ratified the selection of KPMG LLP as the Company’s Independent Registered Public Accounting firm for the fiscal year ending December 29, 2011.  The voting results were as follows:

 

Votes Cast For		Votes Cast Against		Votes Abstain
360,011,718		106,965		32,923

 

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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.

 

 

	REGAL ENTERTAINMENT GROUP
Date: May 10, 2011	By:	/s/ Peter B. Brandow
	Name:	Peter B. Brandow
	Title:	Executive Vice President, General Counsel & Secretary

 

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