Not independent
Tenure on this board
10.4 yrs
10 nominees · 8 ballot items.
Proposals 1-5 involve amendments to the Certificate of Incorporation addressing governance structure (declassifying the board, election terms, written consent, special meetings) and an increase in authorized shares; Proposals 6-8 cover corporate governance matters including ratification of the independent auditor, Say-on-Pay (non-binding), and adjournment of the meeting.
Amend the Certificate of Incorporation to declassify the Board, shorten all current director terms to expire at the Annual Meeting, and remove restrictions on the number of directors.
If Proposal 1 is approved, elect 10 unclassified directors for terms expiring at the 2026 annual meeting; if Proposal 1 is not approved, elect 3 Class II directors for terms expiring at the 2028 annual meeting.
Remove the prohibition on stockholders acting by written consent; replace with a framework allowing action by written consent under applicable law and the Company’s bylaws.
Remove the limitation that restricts stockholders from calling special meetings; implement procedures to allow stockholders meeting rights under defined thresholds and bylaw alignment.
Increase authorized common stock from 550,000,000 to 1,100,000,000 shares to enable exchange of New Exchangeable Notes and provide flexibility for future transactions; includes potential anti-takeover considerations.
Ratify Ernst & Young LLP as AMC’s independent registered public accounting firm for 2025.
Hold a non-binding advisory vote on executive compensation (Say-on-Pay) as disclosed in the proxy materials.
Adjourn the meeting, if necessary, to permit further solicitation of proxies to secure votes for the foregoing Proposals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.73% | 22,817,318 | $22M |
| 2 | BlackRock, Inc. | 3.06% | 18,725,851 | $18M |
| 3 | BlackRock, Inc. | 2.52% | 15,412,353 | $15M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.35% | 14,374,109 | $14M |
| 5 | STATE STREET CORP | 1.97% | 12,056,512 | $12M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.78% | 10,891,046 | $11M |
| 7 | Pentwater Capital Management LPActivist | 1.53% | 9,370,686 | $9M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 1.28% | 7,821,423 | $8M |
| 9 | BARCLAYS PLC | 0.86% | 5,260,899 | $5M |
| 10 | D. E. Shaw Co., Inc.Activist | 0.69% | 4,205,931 | $4M |
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