AMC Global Media Inc. (NASDAQ: AMCX) rebrands and highlights Dolan family voting control
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
AMC Networks Inc. has changed its corporate name to AMC Global Media Inc. by filing amended and restated articles of incorporation and bylaws in Nevada. Its Class A common stock will continue trading on the NASDAQ Stock Market under the ticker symbol “AMCX”, and existing stock certificates remain valid.
The company also restated the description of its capital stock. It is authorized to issue 495,000,000 shares, including 360,000,000 Class A shares, 90,000,000 Class B shares and 45,000,000 preferred shares, all with a par value of $0.01. Class A carries one vote per share and Class B carries ten votes per share, with the Dolan family group owning all Class B shares and able to elect up to 75% of the board and control key stockholder decisions.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 3.1, 5.03, 8.01, 9.01
4 items
Item 3.1
Item 3.1
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Authorized capital stock: 495,000,000 shares
Authorized Class A shares: 360,000,000 shares
Authorized Class B shares: 90,000,000 shares
+5 more
8 metrics
Authorized capital stock
495,000,000 shares
Total authorized under articles of incorporation
Authorized Class A shares
360,000,000 shares
Class A common stock, par value $0.01
Authorized Class B shares
90,000,000 shares
Class B common stock, par value $0.01
Authorized preferred shares
45,000,000 shares
Preferred stock, par value $0.01
Class A voting power
1 vote per share
Voting rights of Class A common stock
Class B voting power
10 votes per share
Voting rights of Class B common stock
Excluded Trusts stake in Class B
approximately 83.5%
Class B shares owned by Excluded Trusts
Class B approval threshold
66.67%
Vote needed by Class B for certain amendments and issuances
Key Terms
Class B Common Stock, Dolan Family Group, Stockholders Agreement, Preferred Stock, +2 more
6 terms
Class B Common Stock financial
"Holders of Class B Common Stock are entitled to ten votes per share."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Dolan Family Group financial
"The Dolan family, including trusts for the benefit of members of the Dolan family (collectively, the “Dolan Family Group”), by virtue of their ownership of all of our Class B Common Stock..."
Stockholders Agreement financial
"Members of the Dolan Family Group (other than the Excluded Trusts) are parties to a Stockholders Agreement..."
Preferred Stock financial
"45,000,000 shares are designated preferred stock, par value $.01 per share (the “Preferred Stock”)."
Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.
interested stockholder regulatory
"Nevada’s “combinations with interested stockholders” statutes ... prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder”..."
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): April 8, 2026
Commission File Number: 1-35106
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(212 ) 324-8500
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| The | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years.
On April 8, 2026, AMC Networks Inc. filed Amended and Restated Articles of Incorporation with the office of the Nevada Secretary of State to change its corporate name to AMC Global Media Inc. The Company also amended and restated its Bylaws on the same date, solely to effectuate the name change. Copies of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws are attached hereto as Exhibits 3.1 and 3.2 and are incorporated herein by reference.
The Company’s common stock will continue to be listed on the NASDAQ Stock Market under its current ticker symbol “AMCX.”
Outstanding stock certificates for shares of the Company’s Class A common stock and Class B common stock are not affected by the name change; they continue to be valid and need not be exchanged.
Item 8.01 Other Events.
The registrant is also filing this current report to revise and update the description of its capital stock. Such description is set forth in Exhibit 99.1 to this current report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Item | |||||||
| 3.1 | Amended and Restated Articles of Incorporation of AMC Global Media Inc. | |||||||
| 3.2 | Amended and Restated Bylaws of AMC Global Media Inc. | |||||||
| 99.1 | Description of the registrant’s capital stock | |||||||
| 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: | April 8, 2026 | By: | /s/ Anne G. Kelly | |||||||||||
| Anne G. Kelly | ||||||||||||||
| Executive Vice President and Corporate Secretary | ||||||||||||||
Exhibit 99.1
The following description of the capital stock of AMC Global Media Inc., a Nevada Company (the “Company,” “we,” “us,” and “our”), is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our articles of incorporation and bylaws, which have been publicly filed with the Securities and Exchange Commission (“SEC”). The terms of these securities may also be affected by the Nevada Revised Statutes (as amended from time to time, the “NRS”).
We are authorized to issue 495,000,000 shares of capital stock, of which 360,000,000 shares are designated Class A common stock, par value $.01 per share (the “Class A Common Stock”), 90,000,000 shares are designated Class B common stock, par value $.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), and 45,000,000 shares are designated preferred stock, par value $.01 per share (the “Preferred Stock”).
Class A Common Stock and Class B Common Stock
All shares of our Common Stock currently outstanding are fully paid and non-assessable, not subject to redemption and without preemptive or other rights to subscribe for or purchase any proportionate part of any new or additional issues of stock of any class or of securities convertible into stock of any class.
Voting
Holders of Class A Common Stock are entitled to one vote per share. Holders of Class B Common Stock are entitled to ten votes per share. Except as otherwise required by statute, our articles of incorporation or pursuant to any certificate of designation filed with respect to any series of Preferred Stock, all actions submitted to the stockholders are voted on by holders of Common Stock. Except in the election of directors and as otherwise set forth below, holders of Common Stock shall vote together as a single class. With respect to the election of directors, if on the record date of any stockholders’ meeting at which directors are to be elected by the holders of Common Stock, the aggregate number of outstanding shares of Class A Common Stock is at least 10% of the total aggregate number of outstanding shares of Common Stock, holders of Class A Common Stock shall vote together as a separate class and are entitled to elect 25% of the total number of directors constituting the whole board of directors (the “Board of Directors”) of the Company; provided, that if such 25% is not a whole number, then the holders of Class A Common Stock, voting together as a separate class, are entitled to elect the nearest higher whole number of directors that is at least 25% of the total number of directors. Except as otherwise set forth in the articles of incorporation or as described below, holders of Class B Common Stock, voting together as a separate class, are entitled to elect the remaining directors.
If, however, on the record date for any stockholders meeting at which directors are to be elected, the aggregate number of outstanding shares of Class A Common Stock is less than 10% of the total aggregate number of outstanding shares of Common Stock, the holders of Common Stock shall vote together as a single class with respect to the election of directors and the holders of Class A Common Stock, voting together as a separate class, do not have the right to elect 25% of the total number of directors but have one vote per share for all directors and the holders of Class B Common Stock shall have ten votes per share for all directors.
If, on the record date for notice of any stockholders meeting at which directors are to be elected, the aggregate number of outstanding shares of Class B Common Stock is less than 12.5% of the total aggregate number of outstanding shares of Common Stock, then the holders of Class A Common Stock, voting together as a separate class, shall continue to elect a number of directors equal to 25% of the total number of directors constituting the whole Board of Directors and, in addition, shall vote together with the holders of Class B Common Stock, as a single class, to elect the remaining directors to be elected at such stockholders meeting, with the holders of Class A
Common Stock entitled to one vote per share and the holders of Class B Common Stock entitled to ten votes per share.
In addition, under our articles of incorporation, the affirmative vote or consent of the holders of at least 66.67% of the outstanding shares of Class B Common Stock, voting separately as a class, is required for the authorization or issuance of any additional shares of Class B Common Stock and for any amendment, alteration or repeal of any provisions of our articles of incorporation which would affect adversely the powers, preferences or rights of the Class B Common Stock. Except as provided in the previous sentence, the number of authorized shares of any class of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the outstanding stock of the Company entitled to vote. Our articles of incorporation do not provide for cumulative voting.
The Dolan family, including trusts for the benefit of members of the Dolan family (collectively, the “Dolan Family Group”), by virtue of their ownership of all of our Class B Common Stock, are able collectively to control decisions on matters in which holders of our Class A Common Stock and Class B Common Stock vote together as a single class (including, but not limited to, a change-in-control), and to elect up to 75% of Board of Directors. Certain Dolan family trusts (the “Excluded Trusts”) collectively own approximately 83.5% of the outstanding Class B Common Stock. Shares of Class B Common Stock owned by the Excluded Trusts will, on all matters, be voted on in accordance with the determination of the Excluded Trusts holding a majority of the shares of Class B Common Stock held by all Excluded Trusts, except in the case of a vote on a going-private transaction or a change-in-control transaction, in which case a vote of trusts holding two-thirds of the Class B Common Stock owned by Excluded Trusts is required.
Members of the Dolan Family Group (other than the Excluded Trusts) are parties to a Stockholders Agreement (the “Stockholders Agreement”), which has the effect of causing the voting power of certain holders of our Class B Common Stock (other than Excluded Trusts) to be cast as a block on all matters to be voted on by holders of our Class B Common Stock (other than the Excluded Trusts). Under the Stockholders Agreement, the shares of Class B Common Stock owned by members of the Dolan Family Group (other than the Excluded Trusts) are to be voted on all matters in accordance with the determination of the Dolan Family Committee. The Dolan Family Committee consists of James L. Dolan, Patrick F. Dolan, Thomas C. Dolan, Kathleen M. Dolan, Marianne E. Dolan Weber and Deborah A. Dolan-Sweeney (collectively, the “Dolan Siblings”). The Dolan Family Committee generally acts by vote of the Dolan Siblings, with each Dolan Sibling being entitled to one vote. Matters coming to the Dolan Family Committee generally require approval by a majority vote, except that a going-private transaction must be approved by a two-thirds vote and a change-in-control transaction must be approved by not less than all but one vote.
Advance Notification of Stockholder Nominations and Proposals
Our bylaws establish certain advance notice procedures with respect to stockholder proposals and persons nominated for election as directors (other than nominations made by or at the direction of our Board of Directors as further described in our bylaws). In particular, stockholders must notify our corporate secretary in writing prior to the meeting at which the matters are to be acted upon or directors are to be elected. The notice must contain the information specified in our bylaws. To be timely, the notice must be received by our corporate secretary not less than 60 nor more than 90 days prior to the date of the stockholders’ meeting; provided, however, that if the date of the meeting is publicly announced or disclosed less than 70 days prior to the date of the meeting, the notice must be given not more than ten days after such date is first announced or disclosed.
No Stockholder Action by Written Consent
Our articles of incorporation provide that, no action of stockholders required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting of stockholders, without prior notice and without a vote, and the power of the stockholders to consent in writing to the taking of any action without a meeting is specifically denied. Notwithstanding the foregoing, the holders of any series of Preferred Stock are entitled to take action by written consent to such extent, if any, as may be provided in the terms of such series.
Conversions
Holders of Class A Common Stock have no conversion rights. Subject to the terms and conditions set forth in our articles of incorporation, Class B Common Stock is convertible into Class A Common Stock at any time and from time to time, at the option of the holder thereof, on the basis of one share of Class A Common Stock for each share of Class B Common Stock. In certain circumstances certain holders of our Class B Common Stock are required to convert their Class B Common Stock to Class A Common Stock prior to transferring such stock.
Dividends and Other Distributions
Subject to our articles of incorporation and the provisions of any certificate of designation filed with respect to any series of Preferred Stock, holders of Class A Common Stock and Class B Common Stock are entitled to receive dividends and other distributions equally on a per share basis if and when such dividends or other distributions are declared by the Board of Directors from assets or funds legally available therefor. No dividend or other distribution may be declared or paid in cash, property or shares of Common Stock unless the same dividend or other distribution is paid simultaneously on each share of Class A Common Stock and Class B Common Stock. In the case of any dividend or distribution consisting of Common Stock, Preferred Stock or any other securities of the Company or any other person, holders of Class A Common Stock are entitled to receive the same dividend or other distribution on an equal per share basis as holders of Class B Common Stock receive. Any such dividend or distribution to holders of Common Stock may not differ in any respect except to the extent that the differences in their rights (other than voting rights) are consistent in all material respects with the differences between the Class A Common Stock and the Class B Common Stock and with the difference as to their relative voting rights.
Liquidation
In the event of any liquidation, dissolution or winding up of the Company, holders of Class A Common Stock and Class B Common Stock will share with each other on a ratable basis as a single class in the net assets available for distribution in respect of Class A Common Stock and Class B Common Stock.
Other Terms
Neither the Class A Common Stock nor the Class B Common Stock may be subdivided, consolidated, reclassified or otherwise changed, except as expressly provided in our articles of incorporation, unless the other class of Common Stock is subdivided, consolidated, reclassified or otherwise changed at the same time, in the same proportion and in the same manner.
In any merger, consolidation or business combination of the Company with or into another corporation, the consideration to be received per share by holders of Class A Common Stock and Class B Common Stock must be identical to that received by holders of the other class of Common Stock, except that in any such transaction in which shares of capital stock are distributed, such shares may differ as to voting rights only to the extent that the voting rights differ in our articles of incorporation between Class A Common Stock and Class B Common Stock.
Transfer Agent and Registrar
The transfer agent and registrar for the Class A Common Stock is EQ Shareowner Services.
Preferred Stock
Under our articles of incorporation, our Board of Directors is authorized, without further stockholder action, to provide for the issuance of up to 45,000,000 shares of Preferred Stock in one or more series. The powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including dividend or other distribution rights, voting rights, conversion rights, terms of redemption and liquidation preferences, will either be stated in our articles of incorporation or in a certificate of designation adopted by the Board of Directors and filed with the Nevada Secretary of State. There are no shares of Preferred Stock currently outstanding. Any issuance of Preferred Stock may adversely affect the rights of holders of our Common Stock and may render more difficult certain unsolicited or hostile attempts to take over the Company.
Nevada “Combination with Interested Stockholders” Statutes
Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves, in advance, either the combination or the transaction by which such person becomes an “interested stockholder,” or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such two-year period. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder.” These statutes generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation or in an amendment effective prior to the company having 200 or more stockholders of record, then the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment. While corporations are entitled to opt out of these statutes in their original articles of incorporation, we have not done so. However, our Board of Directors approved for all purposes, and to the extent applicable, under NRS 78.411 through 78.444, inclusive, the acquisition of shares of Common Stock in connection with the Company’s conversion to a Nevada corporation, with the intent of making NRS 78.411 through 78.444, inclusive, inapplicable to transactions between the Company, on the one hand, and Dolan family members and entities, on the other hand.
Inapplicability of Controlling Interest Statutes
Nevada’s “acquisition of controlling interest” statutes (NRS 78.378 to 78.3793) prohibit an acquirer, under certain circumstances, from voting its shares of a corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with Nevada’s dissenter’s rights statutes.
Corporations are entitled to opt out of the acquisition of controlling interest statutes by making an election in their articles of incorporation or bylaws, provided that the opt-out election must be in place on the tenth day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. The Company has opted out of the acquisition of controlling interest statutes in its bylaws, and, the provisions of NRS 78.378 through 78.3793, inclusive, or any successor statutes, relating to acquisitions of controlling interests in the Company will not apply to the Company or to any acquisition of any shares of the Company’s capital stock.
FAQ
What corporate change did AMC Global Media Inc. (AMCX) disclose in this filing?
AMC Global Media Inc. changed its corporate name from AMC Networks Inc. by filing amended and restated articles of incorporation and bylaws in Nevada. The name change does not affect trading of its Class A shares, which continue under the AMCX ticker on the NASDAQ Stock Market.
What are the voting rights of AMC Global Media Inc. Class A and Class B common stock?
Class A common stock carries one vote per share, while Class B common stock carries ten votes per share. Depending on ownership thresholds, Class A and Class B holders may vote together or as separate classes, with Class B generally able to elect most directors and influence major corporate actions.
How does the Dolan family group influence control of AMC Global Media Inc. (AMCX)?
The Dolan family group owns all Class B common stock, giving it ten votes per share and the ability to elect up to 75% of the board. Certain Dolan family trusts collectively hold about 83.5% of Class B shares, and voting arrangements further coordinate how these high-vote shares are cast.
Does the AMC Global Media Inc. (AMCX) name change affect existing stock certificates?
Existing stock certificates for AMC Global Media Inc.’s Class A and Class B common stock remain valid after the name change. Holders do not need to exchange their certificates, and the underlying rights attached to the shares are unchanged by this administrative update.
What Nevada anti-takeover statutes apply to AMC Global Media Inc. (AMCX)?
AMC Global Media Inc. is subject to Nevada’s “combination with interested stockholders” statutes, which restrict certain transactions with 10%-or-greater holders for up to four years. The company has opted out of Nevada’s separate “acquisition of controlling interest” statutes through provisions in its bylaws.