09/24/2026 | Press release | Distributed by Public on 09/24/2026 15:26
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the AMC Entertainment Holdings, Inc. (the "Company") 2026 Annual Meeting of Stockholders (the "Annual Meeting") held on September 24, 2026, the Company's stockholders approved an amendment to the AMC Entertainment Holdings, Inc. 2024 Equity Incentive Plan (the "2024 EIP") to increase the total number of shares of the Company's Class A common stock ("Common Stock") subject to the 2024 EIP from 25,000,000 shares to 50,000,000 shares.
The foregoing summary of the amendment to the 2024 EIP does not purport to be complete and is qualified in its entirety by reference to the First Amendment to the 2024 EIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
A total of 552,889,155 out of 892,604,638 eligible shares of Common Stock were present in person or represented by proxy at the Annual Meeting. For non-routine matters, 372,425,739 shares of Common Stock participated after excluding broker non-votes. For the non-routine matters of amending the Certificate of Incorporation, which required approval of a majority of the Company's outstanding shares of Common Stock, broker non-votes and abstentions had the same effect as a vote against the proposal. For the routine matters of ratifying appointment of the Company's independent registered public accounting firm and adjournment of the Annual Meeting, and the non-routine matters of electing directors, amending the 2024 EIP, approving executive compensation on an advisory basis and approving the frequency of the advisory vote to approve executive compensation, broker non-votes and abstentions had no effect on the outcome as they were not considered votes cast.
For purposes of this report, all share counts are rounded to the nearest whole number and all percentages are rounded to the nearest tenth of a percent. Reported percentages of votes cast exclude abstentions and broker non-votes.
The matters submitted to stockholders at the Annual Meeting and the voting results were as follows:
Proposal 1: Amendment of the Certificate of Incorporation to declassify the Board of Directors, shorten all existing terms to expire at the Annual Meeting, and remove restrictions on the number of directors
Stockholders failed to approve the amendment of the Certificate of Incorporation to declassify the board of directors of the Company, shorten all existing terms to expire at the Annual Meeting, and remove restrictions on the number of directors. While over 97% of votes cast supported the amendment, the proposal required a majority of the shares outstanding for approval.
| Shares | % Votes Cast | % Shares Outstanding | ||||||
| For | 361,713,796 | 97.4% | 40.5% | |||||
| Against | 9,803,639 | 2.6% | 1.1% | |||||
| Abstain | 908,304 | 0.1% | ||||||
| Broker Non-Votes | 180,463,416 | 20.2% | ||||||