Amc Entertainment Holdings Inc

1. 1

   Approval of an amendment to the Certificate of Incorporation to declassify the Board and make certain other changes

   ManagementBoard: FOR

   Amend the Fourth Amended and Restated Certificate of Incorporation to immediately declassify the Board (convert to annual elections), shorten all existing director terms to expire at the Annual Meeting, and remove restrictions on the number of directors.

   More detail

   This proposal asks shareholders to approve an amendment to the Company’s Certificate of Incorporation that would immediately declassify the Board, shorten all current director terms to expire at the upcoming Annual Meeting, and remove the existing cap on board size so that the number of directors would be fixed in the bylaws and set by the Board. Management frames the change as a governance improvement to increase director accountability by subjecting all directors to annual election, while acknowledging tradeoffs—classified boards can provide continuity and stability; declassification increases shareholder influence and frequency of accountability. The Board previously presented a similar measure in 2025 that received strong support among votes cast but failed on the majority‑of‑outstanding threshold; this resubmission reflects the Board’s response to that outcome and investor feedback. Approving the amendment would immediately convert the existing staggered structure into annual elections and cause either the election of ten unclassified directors to terms expiring in 2027 (if approved) or the election of three Class III directors to three‑year terms (if not approved) under Proposal 2. From a control and takeover‑defense perspective, declassification reduces certain defensive benefits that the staggered structure provides, and could change the Company’s profile with proxy advisors and institutional investors. The Board recommends FOR because it believes the benefits to shareholder accountability and alignment with governance best practices outweigh the benefits of continuity from a classified board, and because prior stockholder support signaled a preference for declassification. Implementation would require filing an amended and restated certificate of incorporation and conforming bylaw changes; the proposal is not conditioned on other proposals. Investors should evaluate the proposal relative to the company’s ownership structure, long‑term strategic plan, and the expected composition and skill set of the board that would stand for annual election.

2. 2

   Proposal 2(a) or 2(b): Election of Directors

   ManagementBoard: FOR

   Conditional election of directors depending on the vote on Proposal 1: (2a) if Proposal 1 is approved, elect 10 unclassified directors for terms expiring at the 2027 Annual Meeting; (2b) if Proposal 1 is not approved, elect three Class III directors for terms expiring at the 2029 Annual Meeting.

3. 3

   Approval of an amendment to the Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent

   ManagementBoard: FOR

   Amend the Certificate of Incorporation to delete the existing provision that prohibits stockholders from taking action by written consent, thereby allowing stockholder action without a meeting as permitted by Delaware law and the proposed bylaws.

   More detail

   This management proposal asks stockholders to delete the provision in Article VI that currently prohibits stockholders from acting by written consent, effectively allowing stockholders to take corporate action without convening a meeting as permitted under Section 228 of the Delaware General Corporation Law. Management and the Board argue that the prohibition limits stockholder ability to exercise voting rights and that removing it brings the Company’s governance more into alignment with investor expectations and best practices. The Board notes a prior vote in 2025 with strong support among votes cast but lacking the required majority of outstanding shares, prompting a resubmission. Enabling written consent can make it easier for a broad coalition of stockholders to act between meetings, which can be constructive for speedier governance responses but also can lower procedural barriers to organized stockholder initiatives. The proposed change will be accompanied by bylaw provisions establishing procedures for written consents to avoid misuse and to ensure appropriate thresholds and timing. From a defensive perspective, removal of the prohibition reduces procedural protections that can impede activists; conversely, it enhances minority rights and responsiveness. The Board recommends FOR because it believes the benefits to stockholder participation and governance transparency outweigh the risks, and it has adopted conforming bylaw provisions to govern the process. Stockholders should weigh this change relative to ownership concentration and the Company’s mechanisms (e.g., 20% special meeting threshold) that the Board is adopting to balance access with protecting against frivolous or disruptive requests.

4. 4

   Approval of an amendment to the Certificate of Incorporation to remove the limitation on stockholders’ ability to call special meetings

   ManagementBoard: FOR

   Amend the Certificate of Incorporation to delete the provision that limits the right to call special meetings to the Board and adopt bylaw provisions permitting stockholders holding at least 20% of voting power to call special meetings under specified procedures.

   More detail

   This proposal asks stockholders to delete the Certificate of Incorporation provision that currently reserves the right to call a special meeting exclusively to the Board, and to adopt bylaw provisions allowing stockholders holding at least 20% of voting power to request that the Secretary call a special meeting subject to procedural requirements. The Board supports a 20% ownership threshold as a compromise that expands stockholder rights while guarding against opportunistic or narrow‑interest requests that could lead to disruptive or costly special meetings. Management frames the change as responsive to investor feedback and aligned with governance best practices, while stressing that the bylaws include safeguards—such as qualifying ownership proof, procedural requirements, and limitations to prevent duplicative or frivolous meetings. Enabling a special meeting right at a substantial ownership threshold provides an avenue for material, broad‑based stockholder concerns to be addressed between annual meetings, which can be valuable in extraordinary circumstances. However, a 20% threshold remains relatively high compared with some companies, reflecting the Board’s concern about potential hostile use of special meetings in change‑of‑control contexts. The Board recommends FOR, viewing this as a measured expansion of rights that balances responsiveness and protection of company operations. Investors should consider the company’s ownership structure and the potential for a 20% holder to effect convening in assessing the governance impact.

5. 5

   Approval of an amendment to the Company’s 2024 Equity Incentive Plan

   ManagementBoard: FOR

   Amend the 2024 Equity Incentive Plan to increase the Total Share Reserve from 25,000,000 shares to 50,000,000 shares of Class A Common Stock to ensure sufficient shares for 2026 grants and future awards.

   More detail

   This proposal requests shareholder approval to double the share reserve under the 2024 Equity Incentive Plan from 25 million to 50 million shares to preserve the Company’s ability to make equity grants—particularly for 2026 conditional awards to named executive officers and employees. Management argues equity grants are essential for aligning employee and stockholder interests, retaining talent, and avoiding potentially large cash‑settled payouts that could materially strain cash resources; the filing quantifies that cash settlement of the planned awards could cost $17.1 million to $58.6 million depending on price. The Board anticipates that without approval, the Compensation Committee may need to settle awards in cash, which could harm liquidity and divert capital from operations or deleverage efforts. The proposal includes mechanisms (e.g., recycling of forfeited shares and anti‑repricing protections) and notes non‑employee director annual limits; it also states the Company plans to register the additional shares on Form S‑8 if approved. From a governance perspective, shareholders should weigh potential dilution against the retention and incentive benefits; the filing discloses current share usage and outstanding awards to provide context. The Board recommends FOR, emphasizing the operational necessity of equity availability and the impact on compensation program sustainability. Analysts should consider the Company’s share usage rate, historical grant practices and stock price level when assessing long‑term dilution and the plan’s alignment with shareholder interests.

6. 6

   Ratification of the appointment of independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.

7. 7

   Non-binding advisory vote to approve the compensation of named executive officers (Say-On-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Compensation Discussion & Analysis, tables, narratives).

   More detail

   This advisory proposal asks investors to approve the Company’s disclosed executive compensation program (the CD&A, tables and narratives), a non‑binding vote used by the Board and Compensation Committee to gauge shareholder sentiment. Management frames its program as pay‑for‑performance with a mix of base salary, annual cash incentives tied to Adjusted EBITDA and long‑term equity (RSUs/PSUs) that vest by performance and service, and points to retention and the need to align executives’ interests with stockholders. The 2025 pay decisions included modifications to PSU targets and strategic initiatives in response to industry disruption; the Compensation Committee modified certain tranche targets for 2024 and 2025 Tranche Years due to industry underperformance and certified payouts, which increased recognized expense but, management argues, reflected actual relative performance and were necessary to retain leadership. The Board recommends FOR and will consider the advisory result in future compensation determinations, but the vote is non‑binding and does not change contractual rights. For institutional evaluators, the proposal raises issues about discretionary target modifications, use of Adjusted EBITDA as the principal metric, and the balance between cash preservation and equity‑based retention; importantly, the filing discloses the rationale and the governance processes (independent consultant, Compensation Committee oversight) underlying the program. Investors should weigh the company’s recent industry‑driven volatility, executed strategic initiatives, and the pay mix in assessing whether compensation drives long‑term value. Given the Board’s response to prior say‑on‑pay outcomes and ongoing investor engagement, a FOR vote signals acceptance of management’s justification; a dissent would increase pressure for further changes to pay design or disclosures.

8. 8

   Non-binding advisory vote on the frequency of the advisory vote on compensation of named executive officers (Say-When-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to choose whether the say‑on‑pay advisory vote should occur every one, two, or three years; the Board recommends a one‑year frequency.

   More detail

   This advisory proposal asks shareholders to indicate whether they prefer the say‑on‑pay advisory vote to occur every one, two or three years; the Board recommends an annual vote. The frequency question is advisory and non‑binding—whichever option receives a plurality will be treated as stockholder preference but the Board retains ultimate discretion. Management argues annual advisory votes provide the most timely and regular feedback loop between shareholders and the Compensation Committee, which is particularly relevant for a company experiencing industry volatility and making frequent adjustments to incentive targets. From a governance perspective, annual votes increase accountability and transparency but impose administrative overhead and may encourage short‑term focus if compensation design reacts too frequently to yearly outcomes. The Board’s recommendation for one year aligns with its recent active engagement and the high frequency of compensation decisions (e.g., annual RSU/PSU tranches and modifications tied to Tranche Years). For institutional investors and governance analysts, the key question is whether annual voting provides useful oversight without prompting unstable short‑term incentives; shareholders should consider the company’s compensation design, cadence of strategic initiatives, and historical responsiveness to advisory votes when expressing a frequency preference. Given the advisory nature, the immediate practical impact is limited, but the outcome informs the Board’s approach to shareholder engagement on compensation matters.

9. 9

   Approval of one or more adjournments of the Annual Meeting (if necessary) to permit further solicitation of proxies

   ManagementBoard: FOR

   Authorize the person holding the Company proxy to vote in favor of adjourning, postponing, or continuing the Annual Meeting to permit additional solicitation of proxies if there are insufficient votes to adopt the proposals.

   More detail

   This proposal asks shareholders to authorize proxies solicited by the Board to vote in favor of adjourning or continuing the Annual Meeting if there are insufficient votes to approve one or more proposals, allowing management additional time to solicit votes. Management contends this is a routine procedural authorization that preserves the Company’s ability to seek the necessary shareholder support without repeated special meetings; the Board recommends FOR. Approving adjournment authority is common practice and provides flexibility to complete solicitations cost‑effectively, but it can delay finality on contentious items and extend investor uncertainty. From a governance standpoint, investors should weigh the administrative convenience against any perception that additional solicitation could change outcomes after shareholders have voted; in practice, boards typically use adjournments to reach out to large holders and to attempt to address outstanding concerns. Given the conditional nature of the adjournment (only used if votes are insufficient), the measure is low risk for most holders and preserves corporate decision‑making options in the event of marginal vote shortfalls. The Board recommends FOR as a pragmatic tool to ensure that matters requiring a particular vote threshold have a reasonable opportunity to succeed if broadly supported but not yet approved.

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When is the Amc Entertainment Holdings Inc 2026 annual meeting?

Amc Entertainment Holdings Inc (AMC) holds its 2026 annual shareholder meeting on Thursday, September 24, 2026.

What is the record date for the Amc Entertainment Holdings Inc 2026 meeting?

The record date for the Amc Entertainment Holdings Inc 2026 meeting is Friday, July 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Amc Entertainment Holdings Inc's 2026 meeting?

The board is presenting 10 director nominees at the Amc Entertainment Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Amc Entertainment Holdings Inc 2026 meeting?

Shareholders will vote on 9 proposals at the Amc Entertainment Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.