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RGC > SEC Filings for RGC > Form 8-K on 14-May-2013All Recent SEC Filings

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Form 8-K for REGAL ENTERTAINMENT GROUP


14-May-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

On May 8, 2013, 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 142,555,100. The combined voting shares of the Company's Class A and Class B common stock, voting as a single class, represent 91.5% of the 155,821,027 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 355,932,851. The combined votes of the Company's Class A and Class B common stock, voting as a single class, represent 96.4% of the 369,198,778 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 II Directors



The stockholders elected all four director nominees at the Meeting to serve as
Class II directors until the Annual Meeting of Stockholders in 2016.  The voting
results were as follows:



                                                          Broker
Nominee               Votes Cast For   Votes Withheld   Non-Votes
Thomas D. Bell, Jr.      341,468,087          911,842   13,552,922
David H. Keyte           341,534,527          845,402   13,552,922
Amy E. Miles             341,497,902          882,027   13,552,922
Lee M. Thomas            341,535,131          844,798   13,552,922

Proposal 2            Advisory Vote on the Compensation of the Company's Named
Executive Officers



The stockholders approved the compensation of the Company's named executive
officers.  The voting results were as follows:



Votes Cast    Votes Cast    Votes      Broker
    For        Against     Abstain   Non-Votes
341,573,077      681,509   125,343   13,552,922

Proposal 3 Approval of the Material Terms of the Performance Goals Under the Company's Annual Executive Incentive Program and 2002 Stock Incentive Plan

The stockholders re-approved the material terms of the performance goals under the Company's Annual Executive Incentive Program and 2002 Stock Incentive Plan, as amended, pursuant to Section 162(m) of the Internal Revenue Code. The voting results were as follows:

Votes Cast    Votes Cast    Votes      Broker
    For        Against     Abstain   Non-Votes
337,619,067    4,685,378    75,484   13,552,922

Proposal 4            Ratification of the Selection of the Company's 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 26, 2013.
The voting results were as follows:



Votes Cast    Votes Cast    Votes
    For        Against     Abstain
355,751,484      138,235    43,132


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