AMC ENTERTAINMENT HOLDINGS, INC. (Form: 8-K, Received: 07/30/2021 07:01:43)
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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 29, 2021



(Exact Name of Registrant as Specified in Charter)


Delaware   001-33892   26-0303916
(State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification
Incorporation)       Number)


One AMC Way

11500 Ash Street, Leawood, KS 66211

(Address of Principal Executive Offices, including Zip Code)


(913) 213-2000

(Registrant’s Telephone Number, including Area Code)


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:


¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class   Trading Symbol   Name of each exchange on which registered
Class A common stock   AMC   New York Stock Exchange


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 July 29, 2021, AMC Entertainment Holdings, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”).


As previously announced on July 6, 2021, the Company withdrew Proposal 1 to amend the Company’s Third Amended and Restated Certificate of Incorporation to increase the total number of shares of Class A Common Stock that the Company shall have authority to issue. Further, Proposal 5 to adjourn the Annual Meeting was not necessary and was not submitted to stockholders at the Annual Meeting.


The matters submitted to stockholders at the Annual Meeting and the voting results were as follows:


Proposal 2: Election of Directors


Stockholders elected all Class I director nominees to hold office for terms expiring at the Company’s 2024 annual meeting of stockholders.


Nominee   For     Withheld     Broker Non-Votes  
Mr. Philip Lader   115,320,853     39,921,105     110,677,699  
Mr. Gary F. Locke   105,360,988     49,880,970     110,677,699  
Mr. Adam J. Sussman   123,205,118     32,036,840     110,677,699  


Proposal 3: 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, 2021.


For   Against   Abstain   Broker Non-Votes  
232,461,595   14,989,412   18,468,650   0  


Proposal 4: Non-Binding Advisory Vote on Executive Compensation


Stockholders approved, on a non-binding advisory basis, the compensation paid to our named executive officers.


For   Against   Abstain   Broker Non-Votes  
92,004,574   47,994,573   15,242,811   110,677,699  


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).






Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has du1y caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: July 30, 2021 By: /s/ Sean D. Goodman
    Sean D. Goodman
    Executive Vice President and
    Chief Financial Officer




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