AMCX Reports Audit Committee Non-Compliance; Nasdaq Grants Cure Period

Rhea-AI Filing Summary

AMC Networks Inc. reported the death of independent director Dr. Leonard Tow on August 10, 2025, who was one of three members of the Board's Audit Committee. His passing left the Audit Committee with a vacancy and caused non-compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires at least three independent directors on the Audit Committee. AMC notified Nasdaq and is relying on the cure provision in Rule 5605(c)(4)(B). Nasdaq acknowledged the deficiency and granted a cure period that expires upon the earlier of the Company’s next annual shareholders’ meeting or August 10, 2026 (with an alternative February 6, 2026 compliance deadline if the annual meeting occurs before that date). The Company expects to appoint an existing director as the third Audit Committee member and intends to regain compliance by the end of the cure period.

Positive

• Nasdaq granted a cure period allowing time to restore compliance without immediate disciplinary action
• Company expects to appoint an existing board member which could expedite restoring the Audit Committee to three independent directors

Negative

• Loss of an independent Audit Committee member created non-compliance with Nasdaq Listing Rule 5605(c)(2)(A)
• Filing does not identify a replacement or specific appointment date, leaving timing of restored compliance uncertain

Insights

Corporate Governance Expert

TL;DR: Loss of an independent audit committee member creates a temporary Nasdaq listing rule non-compliance that the company plans to cure within the provided timeframe.

The filing discloses a governance vacancy caused by the death of an audit committee member and the company’s formal notice to Nasdaq. This is a procedural compliance matter rather than a disclosure of financial weakness. The key investor implication is governance continuity risk until the board appoints a replacement; Nasdaq has provided a defined cure period which mitigates immediate regulatory escalation. The company’s statement that it expects to appoint an existing director indicates reliance on internal board resources rather than an external search, which should expedite restoration of compliance.

Risk & Compliance Analyst

TL;DR: Nasdaq acknowledged non-compliance but granted a cure period; timely appointment of a qualified independent director is the primary risk mitigation.

The filing documents formal interaction with Nasdaq and the applicable cure timeline. Material risk centers on the board’s ability to appoint an independent director who meets Nasdaq independence standards within the cure window. Failure to cure could lead to further Nasdaq action. No financial statements or operational impacts are disclosed in this filing. The company’s intent to appoint an existing board member suggests minimal delay, but the filing does not identify a specific candidate or timeline beyond the next board meeting.

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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): August 15, 2025 (August 14, 2025)

Commission File Number: 1-35106

AMC Networks Inc.

(Exact name of registrant as specified in its charter)

Nevada						27-5403694
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
11 Penn Plaza,
New York,			NY			10001
(Address of principal executive offices)						(Zip Code)

(212) 324-8500

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

AMCX

The

NASDAQ

Stock Market LLC

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))

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 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a)

On August 10, 2025, Dr. Leonard Tow, an independent director of AMC Networks Inc. (the “Company”) and one of the three members of the Company’s Audit Committee, passed away. Dr. Tow admirably served on the board of Cablevision and then the Company as a founding director as of 2011, helping to guide the Company through his experienced leadership and sage advice. In business, Dr. Tow was a true pioneer in the cable industry, playing a major role in the creation of cable television and helping shape the modern media landscape.

On August 12, 2025, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that as a result of Dr. Tow’s passing, the Company fails to comply with the audit committee composition requirement under Nasdaq Listing Rule 5605(c)(2)(A) of the Nasdaq rules due to one vacancy on the Audit Committee and is relying on the cure provision set forth in Rule 5605(c)(4)(B). The Company further notified Nasdaq that the Company’s board of directors expects to appoint an existing member of the board of directors as the third member of the Audit Committee at the board’s next meeting.

On August 14, 2025, the Company received a notice letter from Nasdaq acknowledging that, as a result of Dr. Tow’s death on August 10, 2025, the Company is no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Board’s Audit Committee to be composed of at least three “independent directors” (as defined in Nasdaq Listing Rule 5605(a)(2)). The Nasdaq letter further provided that, pursuant to Nasdaq Listing Rule 5605(c)(4), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A), which cure period will expire upon the earlier of the Company’s next annual shareholders’ meeting or August 10, 2026; provided that, if the Company’s next annual shareholders’ meeting is held before February 6, 2026, then the Company must evidence compliance no later than February 6, 2026. The Company intends to comply fully with the audit committee composition requirements of Nasdaq Listing Rule 5605(c)(2)(A) by or before the end of the cure period.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits. The following Exhibit is furnished as part of this Report on Form 8-K:

Exhibit Number						Item
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

AMC Networks Inc.

Date:

August 15, 2025

By:

/s/ Anne G. Kelly

Anne G. Kelly

Executive Vice President and Corporate Secretary

FAQ

What happened to AMC Networks (AMCX) that triggered this 8-K?

The company reported the death of independent director Dr. Leonard Tow on August 10, 2025, which left a vacancy on the Audit Committee.

Is AMC Networks currently out of compliance with Nasdaq rules?

Yes. The death created non-compliance with Nasdaq Listing Rule 5605(c)(2)(A) requiring at least three independent Audit Committee members; the company has notified Nasdaq.

What deadline did Nasdaq give AMC Networks to regain compliance?

Nasdaq granted a cure period expiring upon the earlier of the company’s next annual shareholders’ meeting or August 10, 2026; if the annual meeting is before February 6, 2026, compliance must be evidenced by February 6, 2026.

How does AMC Networks plan to restore compliance?

The company expects to appoint an existing board member as the third Audit Committee member at the board’s next meeting and intends to comply by the end of the cure period.

Does this filing disclose any financial impact from the event?

No. The filing contains no financial statements or disclosures of operational or financial impact related to this event.