AMC Entertainment Holdings, Inc. files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>AMC Entertainment Holdings, Inc. is holding its 2024 Annual Meeting on June 5th to vote on key corporate governance changes, including declassifying the board and allowing stockholder actions by written consent.</b>

AI Summary

AMC ENTERTAINMENT HOLDINGS, INC. (AMC) filed a Proxy Statement (DEF 14A) with the SEC on April 24, 2024. AMC Entertainment Holdings, Inc. will hold its Annual Meeting of Stockholders on June 5, 2024. The meeting will include proposals to amend the Certificate of Incorporation to declassify the Board of Directors and shorten existing terms. Stockholders will vote on electing directors for terms expiring at the 2025 or 2027 Annual Meetings, depending on the approval of Proposal 1. A proposal to eliminate the prohibition against stockholders acting by written consent will be presented. Another proposal seeks to remove the limitation on stockholders' ability to call special meetings.

Why It Matters

For investors and stakeholders tracking AMC ENTERTAINMENT HOLDINGS, INC., this filing contains several important signals. The proposed changes to the Certificate of Incorporation aim to modernize AMC's corporate governance structure, potentially increasing shareholder influence and responsiveness. The election of directors is contingent on the outcome of Proposal 1, indicating a significant shift in board structure and term lengths based on shareholder approval.

Risk Assessment

Risk Level: medium — AMC ENTERTAINMENT HOLDINGS, INC. shows moderate risk based on this filing. The company is seeking significant changes to its corporate governance, which could impact its strategic direction and shareholder relations, but the filing itself is procedural.

Analyst Insight

Stockholders should carefully review the proposals regarding board declassification, director elections, written consents, and special meetings before the June 5, 2024, Annual Meeting.

Key Numbers

• June 5, 2024 — Annual Meeting Date (Date of the Annual Meeting of Stockholders)
• 2025 — Director Term Expiration (if Prop 1 approved) (Expiration year for directors if Proposal 1 is approved)
• 2027 — Director Term Expiration (if Prop 1 not approved) (Expiration year for directors if Proposal 1 is not approved)

Key Players & Entities

• AMC ENTERTAINMENT HOLDINGS, INC. (company) — Registrant
• June 5, 2024 (date) — Annual Meeting date
• Adam M. Aron (person) — Nominee for Board of Directors
• Philip Lader (person) — Nominee for Board of Directors
• Gary F. Locke (person) — Nominee for Board of Directors
• Adam J. Sussman (person) — Nominee for Board of Directors

FAQ

Risk Factors

• Filing Fee [low — regulatory]: No fee was required for this filing, as indicated by the 'No fee required' checkbox.

Industry Context

This filing is a proxy statement for a publicly traded company in the motion picture theater industry.

Regulatory Implications

The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review the specific details of Proposal 1 regarding the declassification of the Board of Directors and the shortening of existing terms.
2. Examine the nominees for the Board of Directors and understand the implications of their election based on the approval of Proposal 1.
3. Consider the impact of Proposals 3 and 4, which concern stockholder actions by written consent and the ability to call special meetings, on corporate governance.

Key Dates

• 2024-06-05: Annual Meeting of Stockholders — To vote on proposals including board declassification and director elections.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement for an annual meeting, and does not contain financial results from a previous filing.

Filing Documents

• tm242889d5_def14a.htm (DEF 14A) — 2343KB
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• 0001104659-24-050911.txt (&nbsp;) — 6451KB
• amc-20231231.xsd (EX-101.SCH) — 8KB
• amc-20231231_def.xml (EX-101.DEF) — 8KB
• amc-20231231_lab.xml (EX-101.LAB) — 27KB
• amc-20231231_pre.xml (EX-101.PRE) — 7KB
• tm242889d5_def14a_htm.xml (XML) — 129KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 33 DELINQUENT SECTION 16(A) REPORTS 34 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 35 Policies and Procedures with Respect to Related Person Transactions 35 Related Person Transactions 35 PROPOSAL 6: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 37 AUDIT COMMITTEE REPORT 38 PRINCIPAL ACCOUNTANT FEES AND SERVICES 39 Audit Committee Pre-Approval Policy 39 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION 40 COMPENSATION DISCUSSION AND ANALYSIS 41 Consideration of Say-on-Pay Results 41 EXECUTIVE SUMMARY 42 2023 Business Review 42 Compensation Decisions 43 How Our Compensation Program Works 45 Components of Our Pay 46 Pay Mix 46

EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAM OBJECTIVES

EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAM OBJECTIVES 47

EXECUTIVE COMPENSATION PROGRAM ELEMENTS

EXECUTIVE COMPENSATION PROGRAM ELEMENTS 47 Base Salaries 47 Annual Incentive Program 47 Payout Opportunities 48 2023 Performance Goals 48 2023 Payouts 49 Retention Bonus for Mr. Goodman 49 Equity-Based Incentive Compensation Program 50 2023 Annual Equity Grants 50 2023 Tranche Year Performance Goals and Modification 51 2023 Special Equity Grants 52 TABLE OF CONTENTS Award Modifications for Reverse Split and APE Conversion 53 COMPENSATION SETTING PROCESS 54 Independent Compensation Consultant 54 2023 Peer Group 54 OTHER COMPENSATION PRACTICES 55 Compensation Clawback Policy 55 Executive Stock Ownership Guidelines 55 Anti-Hedging Policy 55 Anti-Pledging Policy 55 Retirement Benefits 55 Non-Qualified Deferred Compensation Program 56 Severance and Other Benefits Upon Termination of Employment 56 Tax and Accounting 56

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 57 Summary Compensation Table 57 Description of Employment Agreements—Salary and Bonus Amounts 59 Limitation of Liability and Indemnification of Directors and Officers 60 Grants and Modifications of Plan-Based Awards 61 Outstanding Equity Awards as of December 31, 2023 63 Option Exercises and Stock Vested 65 Pension Benefits 65 Pension and Other Retirement Plans 66 Nonqualified Deferred Compensation 67 Potential Payments Upon Termination or Change of Control 67 Employment Agreements 67 Equity Compensation Plan Information 69 Pay Ratio Disclosure 69 Pay versus Performance 70 PROPOSAL 7: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS 74 PROPOSAL 8: APPROVAL OF THE 2024 EQUITY INCENTIVE PLAN 75 PROPOSAL 9: ADJOURNMENT OF ANNUAL MEETING 84 OTHER INFORMATION 85 Costs of Proxy Statement 85 Delivery of Stockholder Documents 85 STOCKHOLDER PROPOSALS 86 AVAILABILITY OF REPORT ON FORM 10-K 87 APPENDIX A A-1 APPENDIX B B-1 APPENDIX C C-1 APPENDIX D D-1 APPENDIX E E-1 APPENDIX F F-1 TABLE OF CONTENTS PROXY SUMMARY This summary highlights selected information and does not contain all the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting. 2024 ANNUAL MEETING OF STOCKHOLDERS Time and Date: 1:00 p.m. (Central Time), June 5, 2024 Place: AMC Theatre Support Center, located at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211 Record Date: April 11, 2024 Voting: As of the record date, holders of our Class A common stock are entitled to one vote per share. Voting Recommendations Agenda Item Board Vote Recommendation Proposal 1: Amendment of our Third Amended and Restated Certificate of Incorporation (our "Certificate of Incorporation") to declassify our Board of Directors, shorten all existing terms to expir