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0001411579
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2026-09-24
2026-09-24
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 24, 2026
AMC
ENTERTAINMENT HOLDINGS, INC.
(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 5.02. | 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% |
Proposal 2(b): Election of Directors
Because Stockholders failed to approve Proposal
1, Proposal 2(a) was not presented to the Stockholders.
Stockholders elected all Class III director
nominees to hold office for terms expiring at the Company’s 2029 annual meeting of stockholders. Nominees required a plurality of
the votes cast for election.
Denise M. Clark
| |
|
Shares |
|
|
% Votes Cast |
|
% Shares Outstanding |
| For |
|
|
336,901,222 |
|
|
90.5% |
|
37.7% |
| Withheld |
|
|
35,524,516 |
|
|
9.5% |
|
4.0% |
| Broker Non-Votes |
|
|
180,463,416 |
|
|
|
|
20.2% |
Sonia Jain
| |
|
Shares |
|
|
% Votes Cast |
|
% Shares Outstanding |
| For |
|
|
337,419,207 |
|
|
90.6% |
|
37.8% |
| Withheld |
|
|
35,006,531 |
|
|
9.4% |
|
3.9% |
| Broker Non-Votes |
|
|
180,463,416 |
|
|
|
|
20.2% |
Keri S. Putnam
| |
|
Shares |
|
|
% Votes Cast |
|
% Shares Outstanding |
| For |
|
|
337,296,141 |
|
|
90.6% |
|
37.8% |
| Withheld |
|
|
35,129,598 |
|
|
9.4% |
|
3.9% |
| Broker Non-Votes |
|
|
180,463,416 |
|
|
|
|
20.2% |
Proposal 3: Amendment of the Certificate of
Incorporation to eliminate the prohibition against Stockholders acting by written consent
Stockholders failed to approve the amendment
of the Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent. 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 |
|
|
360,662,336 |
|
|
97.3% |
|
40.4% |
| Against |
|
|
10,019,987 |
|
|
2.7% |
|
1.1% |
| Abstain |
|
|
1,743,415 |
|
|
|
|
0.2% |
| Broker Non-Votes |
|
|
180,463,416 |
|
|
|
|
20.2% |
Proposal 4: Amendment of the Certificate of
Incorporation to remove the limitation on Stockholders’ ability to call special meetings
Stockholders failed to approve the amendment
of the Certificate of Incorporation to remove the limitation on stockholders’ ability to call special meetings. 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 |
|
|
360,099,876 |
|
|
97.1% |
|
40.3% |
| Against |
|
|
10,906,595 |
|
|
2.9% |
|
1.2% |
| Abstain |
|
|
1,419,268 |
|
|
|
|
0.2% |
| Broker Non-Votes |
|
|
180,463,416 |
|
|
|
|
20.2% |
Proposal 5: Amendment of the 2024 EIP
Stockholders approved the amendment of the 2024
EIP to increase the total number of shares of Common Stock subject to the 2024 EIP from 25,000,000 shares to 50,000,000 shares. The proposal
required a majority of the votes cast for approval.
| |
|
Shares |
|
|
% Votes Cast |
|
% Shares Outstanding |
| For |
|
|
347,165,059 |
|
|
93.5% |
|
38.9% |
| Against |
|
|
24,066,671 |
|
|
6.5% |
|
2.7% |
| Abstain |
|
|
1,194,008 |
|
|
|
|
0.1% |
| Broker Non-Votes |
|
|
180,463,416 |
|
|
|
|
20.2% |
Proposal 6: Ratification of the Appointment
of the Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Ernst &
Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2026. The
proposal required a majority of the votes cast for approval.
| |
|
Shares |
|
|
% Votes Cast |
|
% Shares Outstanding |
| For |
|
|
527,585,093 |
|
|
96.1% |
|
59.1% |
| Against |
|
|
21,359,475 |
|
|
3.9% |
|
2.4% |
| Abstain |
|
|
3,944,586 |
|
|
|
|
0.4% |
| Broker Non-Votes |
|
|
0 |
|
|
|
|
0.0% |
Proposal 7: Non-Binding Advisory Vote on Executive
Compensation
Stockholders failed to approve, on a non-binding
advisory basis, the compensation paid to the Company’s named executive officers. The proposal required a majority of the votes cast
for approval.
| |
|
Shares |
|
|
% Votes Cast |
|
% Shares Outstanding |
| For |
|
|
167,784,104 |
|
|
45.3% |
|
18.8% |
| Against |
|
|
202,687,611 |
|
|
54.7% |
|
22.7% |
| Abstain |
|
|
1,954,024 |
|
|
|
|
0.2% |
| Broker Non-Votes |
|
|
180,463,416 |
|
|
|
|
20.2% |
Proposal 8: Non-Binding Advisory Vote on the
Frequency of the Non-Binding Advisory Vote on Executive Compensation
Stockholders selected, on a non-binding advisory
basis, one year as the frequency of the non-binding advisory vote on the compensation paid to the Company’s named executive officers.
The proposal required a majority of the votes cast for approval.
| |
|
Shares |
|
|
% Votes Cast |
|
% Shares Outstanding |
| Annually |
|
|
359,917,923 |
|
|
97.7% |
|
40.3% |
| Two Years |
|
|
1,962,620 |
|
|
0.5% |
|
0.2% |
| Three Years |
|
|
6,439,522 |
|
|
1.8% |
|
0.7% |
| Abstain |
|
|
4,105,673 |
|
|
|
|
0.5% |
| Broker Non-Votes |
|
|
180,463,416 |
|
|
|
|
20.2% |
Proposal 9: Approval of the Adjournment of
the Annual Meeting
Stockholders approved the adjournment of the Annual
Meeting. However, adjournment of the Annual Meeting was deemed not necessary. The proposal required a majority of the votes cast for approval.
| |
|
Shares |
|
|
% Votes Cast |
|
% Shares Outstanding |
| For |
|
|
405,443,077 |
|
|
73.8% |
|
45.4% |
| Against |
|
|
143,615,012 |
|
|
26.2% |
|
16.1% |
| Abstain |
|
|
3,831,066 |
|
|
|
|
0.4% |
| Broker Non-Votes |
|
|
0 |
|
|
|
|
0.0% |
Item 8.01. Other Events.
In connection with the approval of Proposal 5
as described in Items 5.02 and 5.07 above, the Company plans to file a registration statement on Form S-8 registering 25,000,000
shares of Common Stock for potential future issuances under the 2024 EIP. Consistent with past practice, shares registered for the 2024
EIP will be used for compensatory grants to the Company’s employees, directors, and consultants subject to such vesting conditions
as may be established by the compensation committee of the board of directors and are not available for other purposes, including equity
offerings outside the 2024 EIP.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Exhibit Description |
| 10.1 |
|
First Amendment to the AMC Entertainment Holdings, Inc. 2024 Equity Incentive Plan. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
AMC ENTERTAINMENT HOLDINGS, INC. |
| |
|
|
| Date: September 24, 2026 |
By: |
/s/ Edwin F. Gladbach |
| |
|
Name: Edwin F. Gladbach |
| |
|
Title: Senior Vice President, General Counsel and Secretary |
