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
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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:
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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 June 16, 2022, AMC Entertainment Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 268,775,910 out of 516,820,595 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, 144,963,266 shares were voted after excluding broker non-votes.
The matters submitted to stockholders at the Annual Meeting and the voting results were as follows:
Proposal 1: Election of Directors
Stockholders elected all Class II director nominees to hold office for terms expiring at the Company’s 2025 annual meeting of stockholders.
Nominee |
| For |
| Withheld |
| Broker Non- |
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Mr. Adam M. Aron | 124,069,422 | 20,893,844 | 123,812,644 | ||||
Mr. Howard W. “Hawk” Koch | 110,871,013 | 34,092,253 | 123,812,644 | ||||
Ms. Kathleen M. Pawlus | 118,479,416 | 26,483,850 | 123,812,644 | ||||
Dr. Anthony J. Saich | 91,482,075 | 53,481,191 | 123,812,644 |
Proposal 2: 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, 2022.
For |
| Against |
| Abstain |
| Broker Non-Votes |
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235,771,614 |
| 18,515,087 |
| 14,489,210 |
| 0 |
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Proposal 3: 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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52,148,743 |
| 86,896,550 |
| 5,917,972 |
| 123,812,644 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. | ||
Exhibit No. | 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: June 17, 2022 | By: | /s/ SEAN D. GOODMAN | |
| Sean D. Goodman | ||
| Executive Vice President and | ||
Chief Financial Officer |
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