[8-K] AMC Networks Inc. Reports Material Event

Rhea-AI Filing Summary

Box, Inc. (NYSE: BOX) filed an 8-K to report the results of its 2025 Annual Meeting held on 27 June 2025. Shareholders approved several governance and compensation proposals that collectively expand the company’s equity authorization and update its charter.

• Equity Incentive Plan: The Amended & Restated 2015 Equity Incentive Plan was expanded by 5 million Class A shares (Proposal 3). The measure passed with 75.5 million votes FOR versus 52.5 million AGAINST, reflecting a comparatively narrow 59.0 % approval among votes cast (excluding abstentions and broker non-votes).
• Employee Stock Purchase Plan: The ESPP share pool was increased by 6 million shares (Proposal 4). This proposal passed more comfortably, receiving 124.0 million FOR and 4.1 million AGAINST votes (93.2 % support).
• Officer Exculpation Amendment: Shareholders approved an amendment to the Certificate of Incorporation to extend Delaware-enabled officer liability protections (Proposal 5) with 111.4 million FOR and 16.7 million AGAINST votes. The filing became effective upon submission to the Delaware Secretary of State on 27 June 2025.
• Director Elections: Incumbent Class II directors Dan Levin and Bethany Mayer were re-elected; Mayer received notably higher support (90 % FOR) than Levin (67 % FOR).
• Say-on-Pay: Executive compensation received 95.5 % shareholder approval (125.1 million FOR).
• Auditor Ratification: Ernst & Young LLP was reappointed with 130.9 million FOR (96.9 % support).
• Quorum: 83.75 % of eligible voting power was represented (136.8 million votes).

The additional 11 million shares authorized for equity compensation represent potential dilution of approximately 7.9 % of the company’s 139.4 million basic shares outstanding at 31 January 2025, assuming full issuance. Governance-wise, the officer exculpation amendment aligns Box’s charter with recent changes to Delaware law but may weaken future shareholder recourse. All other items were routine.

Positive

• ESPP expansion passed with 93 % shareholder support, indicating strong backing for broad-based employee ownership.
• High quorum of 83.75 % reflects engaged shareholder base and voting process integrity.

Negative

• 11 million newly authorised shares (~8 % potential dilution) may pressure future per-share metrics.
• Officer exculpation amendment weakens shareholder litigation leverage against management for duty-of-care breaches.
• Narrow 59 % approval for the equity incentive plan signals investor unease about compensation structure and dilution.

Insights

Corporate Governance Analyst

TL;DR: Governance items passed; charter now shields officers; 11 m new comp shares add potential dilution.

Shareholders endorsed all management proposals, yet voting spreads reveal mixed sentiment. The equity plan expansion scraped by with only 59 % approval, signalling some investor concern about dilution and pay structure. In contrast, the ESPP garnered 93 % support, suggesting retail-friendly optics. The officer exculpation amendment passed with two-thirds support, broadly in line with peer precedents following Delaware’s Section 102(b)(7) revision, but it does reduce accountability for fiduciary breaches of duty of care. Director Dan Levin’s comparatively low 67 % FOR vote may indicate governance pressure. Overall impact is modest but warrants monitoring of future share-based compensation burn rate.

Equity Analyst

TL;DR: Added share pool equals ~8 % dilution; no direct financial impact near-term.

The authorisation of 11 million additional shares—5 m for the EIP and 6 m for the ESPP—equates to roughly 7.9 % of Box’s basic share count. While issuance will be staggered, this creates overhang that could temper EPS growth if repurchases do not offset share issuance. Management’s ability to secure approval despite a tight vote on the EIP suggests continued reliance on equity for talent retention, a common practice among SaaS peers. No cash outlay or revenue effect is involved, so immediate valuation impact is limited; however, investors should track dilution velocity (Box’s three-year average share creep is ~2 % annually).

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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): July 3, 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 1.01    Entry into a Material Definitive Agreement.

Senior Secured Notes Offering

On July 3, 2025, AMC Networks completed an offering of $400,000,000 aggregate principal amount of its 10.500% Senior Secured Notes due 2032 (the “Notes”) in a private placement to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Notes are guaranteed by AMC Network Entertainment and AMC Networks’ subsidiaries that guarantee the Credit Agreement (the “Guarantors”).

The Notes were issued pursuant to an Indenture, dated as of July 3, 2025 (the “Indenture”), among AMC Networks, the Guarantors and U.S. Bank Trust Company, National Association, as Trustee.

The Notes will accrue interest at a rate of 10.500% per annum and mature on July 15, 2032. Interest will be payable semiannually on January 15 and July 15 of each year, commencing on January 15, 2026. The Notes are AMC Networks’ general senior secured obligations, secured on a first-priority basis by substantially all of AMC Networks’ and the Guarantors’ assets and property (the “Collateral”), subject to certain liens permitted under the Indenture, and will rank equally with all of AMC Networks’ existing and future senior indebtedness, senior in right of payment to AMC Networks’ future subordinated indebtedness and effectively senior to any of AMC Networks’ existing and future unsecured indebtedness or indebtedness that is secured by a lien ranking junior to the lien securing the Notes, in each case, to the extent of the value of the Collateral. The Notes will be effectively subordinated to all of AMC Networks’ and the Guarantors’ existing and future indebtedness that is secured by assets that do not constitute part of the Collateral, to the extent of the value of those assets, and structurally subordinated to any existing and future indebtedness of AMC Networks’ subsidiaries that do not guarantee the Notes, including AMC Networks’ unrestricted subsidiaries.

On or after July 15, 2028, AMC Networks may redeem the Notes, at its option, in whole or in part, at any time and from time to time, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, to the applicable redemption date, if redeemed during the twelve month period beginning on July 15 of the years indicated below:

Year									Percentage
2028									105.250%
2029									102.625%
2030 and thereafter									100.000%

In addition to the optional redemption of the Notes described above, at any time prior to July 15, 2028, AMC Networks may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 110.500% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, using the net proceeds of certain equity offerings. At any time prior to July 15, 2028, AMC Networks may also redeem up to 10% of the aggregate principal amount of the Notes during any twelve month period at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date.

Finally, at any time prior to July 15, 2028, AMC Networks may redeem the Notes, at its option in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount thereof to be redeemed plus the “Applicable Premium” calculated as described in the Indenture at the rate of T+50 basis points, and accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

The foregoing summary is qualified in its entirety by reference to the Indenture, which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Item
4.1						Indenture, dated as of July 3, 2025, among AMC Networks, as issuer, the Guarantors and U.S. Bank Trust Company, National Association, as Trustee.
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:

July 3, 2025

By:

/s/ Anne G. Kelly

Anne G. Kelly

Executive Vice President and Corporate Secretary

FAQ

How many new shares did Box (BOX) add to its 2015 Equity Incentive Plan?

Box shareholders approved an increase of 5 million Class A shares to the 2015 Equity Incentive Plan.

What is the total potential dilution from the newly approved equity plans?

Combined, the EIP and ESPP add 11 million shares, roughly 7.9 % of basic shares outstanding as of 31 January 2025.

Did shareholders approve the officer exculpation charter amendment at Box?

Yes. Proposal 5 passed with 111.4 million FOR and 16.7 million AGAINST votes, aligning the charter with updated Delaware law.

Which directors were re-elected at Box’s 2025 Annual Meeting?

Incumbent Class II directors Dan Levin and Bethany Mayer were re-elected to terms expiring in 2028.

Was executive compensation supported by shareholders?

Yes. The advisory say-on-pay resolution received 125.1 million FOR votes, representing 95.5 % support.

Who will audit Box for fiscal 2026?

Shareholders ratified Ernst & Young LLP as Box’s independent registered public accounting firm.