UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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Incorporation) |
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(Address of Principal Executive Offices, including Zip Code)
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(Registrant’s Telephone Number, including Area Code)
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:
Title of each class |
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| Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 8, 2023, AMC Entertainment Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 100,710,022 out of 198,356,898 eligible shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. For the non-routine matters of electing directors and approving executive compensation on an advisory basis, 40,553,733 shares were voted after excluding broker non-votes. For the non-routine matters of amending the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), broker non-votes had the same effect as a vote against the proposal. For purposes of this report, all share and vote counts are rounded to the nearest whole number.
The matters submitted to stockholders at the Annual Meeting and the voting results were as follows:
Proposal 1: Amendment of the Company’s Certificate of Incorporation to declassify the Board of Directors, shorten all existing terms to expire at the Annual Meeting, and make certain other immaterial changes to the Certificate of Incorporation
Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to declassify the board of directors of the Company (the “Board of Directors”), shorten all existing terms to expire at the Annual Meeting, and make certain other immaterial changes to the Certificate of Incorporation.
For |
| Against |
| Abstain |
| Broker Non-Votes |
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34,083,924 |
| 5,744,606 |
| 725,204 |
| 60,156,289 |
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Proposal 2(b): Election of Directors
Because Stockholders failed to approve Proposal 1, Proposal 2(a) was not presented to the Stockholders.
Stockholders elected all Class III director nominees to hold office for terms expiring at the Company’s 2026 annual meeting of stockholders.
Nominee |
| For |
| Withheld |
| Broker Non- |
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Ms. Denise M. Clark | 28,399,165 | 12,154,568 | 60,156,289 | ||||
Ms. Keri S. Putnam | 28,494,041 | 12,059,692 | 60,156,289 |
Proposal 3: Amendment of the Company’s Certificate of Incorporation to eliminate the prohibition against Stockholders acting by written consent
Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent.
For |
| Against |
| Abstain |
| Broker Non-Votes |
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33,562,764 |
| 6,347,003 |
| 643,966 |
| 60,156,289 |
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Proposal 4: Amendment of the Company’s Certificate of Incorporation to remove the limitation on Stockholders’ ability to call special meetings
Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to remove the limitation on stockholders’ ability to call special meetings.
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For |
| Against |
| Abstain |
| Broker Non-Votes |
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33,860,337 |
| 6,152,633 |
| 540,763 |
| 60,156,289 |
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Proposal 5: Amendment of the Company’s Certificate of Incorporation to expand the exculpation provision to limit the liability of certain officers
Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to expand the exculpation provision to limit the liability of certain officers.
For |
| Against |
| Abstain |
| Broker Non-Votes |
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24,363,684 |
| 15,494,936 |
| 695,113 |
| 60,156,289 |
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Proposal 6: Ratification of the Appointment of the Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2023.
For |
| Against |
| Abstain |
| Broker Non-Votes |
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83,129,480 |
| 15,521,928 |
| 2,058,614 |
| 0 |
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Proposal 7: Non-Binding Advisory Vote on Executive Compensation
Stockholders failed to approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
For |
| Against |
| Abstain |
| Broker Non-Votes |
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19,565,042 |
| 20,442,308 |
| 546,384 |
| 60,156,289 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Exhibit Description | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMC ENTERTAINMENT HOLDINGS, INC. | ||
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Date: November 9, 2023 | By: | /s/ Kevin M. Connor | |
| Name: | Kevin M. Connor | |
| Title: | Senior Vice President, General Counsel and Secretary | |
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Document and Entity Information |
Nov. 08, 2023 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Nov. 08, 2023 |
| Entity File Number | 001-33892 |
| Entity Registrant Name | AMC ENTERTAINMENT HOLDINGS, INC. |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 26-0303916 |
| Entity Address, Address Line One | One AMC Way |
| Entity Address, Adress Line Two | 11500 Ash Street |
| Entity Address, State or Province | KS |
| Entity Address, City or Town | Leawood |
| Entity Address, Postal Zip Code | 66211 |
| City Area Code | 913 |
| Local Phone Number | 213-2000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class A common stock |
| Trading Symbol | AMC |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0001411579 |
| Amendment Flag | false |