AMC Entertainment Holdings, Inc. Announces Results of Its 2025 Annual Meeting of Stockholders
AMC Entertainment Holdings, Inc. (NYSE:AMC) ("AMC" or "the Company"), announced today the results of its 2025 Annual Meeting of Stockholders held on December 10, 2025.
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 90% of votes cast supported the amendment, the proposal required a majority of the shares outstanding for approval.
|
Shares |
% Votes Cast |
% Shares Outstanding |
For |
164,635,064 |
90.3% |
32.1% |
Against |
17,700,143 |
9.7% |
3.5% |
Abstain |
1,936,506 |
|
0.4% |
Broker Non-Votes |
117,061,500 |
|
22.8% |
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 II director nominees to hold office for terms expiring at the Company's 2028 annual meeting of stockholders. Nominees required a plurality of the votes cast for election.
Adam Aron
|
Shares |
% Votes Cast |
% Shares Outstanding |
For |
152,332,577 |
82.7% |
29.7% |
Withheld |
31,939,136 |
17.3% |
6.2% |
Broker Non-Votes |
117,061,500 |
|
22.8% |
Howard "Hawk" Koch, Jr.
|
Shares |
% Votes Cast |
% Shares Outstanding |
For |
143,370,341 |
77.8% |
28.0% |
Withheld |
40,901,372 |
22.2% |
8.0% |
Broker Non-Votes |
117,061,500 |
|
22.8% |
Dr. Anthony Saich
|
Shares |
% Votes Cast |
% Shares Outstanding |
For |
132,068,636 |
71.7% |
25.8% |
Withheld |
52,203,076 |
28.3% |
10.2% |
Broker Non-Votes |
117,061,500 |
|
22.8% |
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 90% of votes cast supported the amendment, the proposal required a majority of the shares outstanding for approval.
|
Shares |
% Votes Cast |
% Shares Outstanding |
For |
164,706,751 |
90.3% |
32.1% |
Against |
17,605,736 |
9.7% |
3.4% |
Abstain |
1,959,224 |
|
0.4% |
Broker Non-Votes |
117,061,500 |
|
22.8% |
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 90% of votes cast supported the amendment, the proposal required a majority of the shares outstanding for approval.
|
Shares |
% Votes Cast |
% Shares Outstanding |
For |
165,825,317 |
90.7% |
32.3% |
Against |
16,976,025 |
9.3% |
3.3% |
Abstain |
1,470,370 |
|
0.3% |
Broker Non-Votes |
117,061,500 |
|
22.8% |
Proposal 5: Amendment of the Certificate of Incorporation for the Share Increase
Stockholders approved the amendment of the Certificate of Incorporation for the Share Increase. The proposal required a majority of the votes cast for approval.
|
Shares |
% Votes Cast |
% Shares Outstanding |
For |
157,198,086 |
85.6% |
30.7% |
Against |
26,359,842 |
14.4% |
5.1% |
Abstain |
713,785 |
|
0.1% |
Broker Non-Votes |
117,061,500 |
|
22.8% |
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, 2025. The proposal required a majority of the votes cast for approval.
|
Shares |
% Votes Cast |
% Shares Outstanding |
For |
268,400,872 |
90.9% |
52.3% |
Against |
26,913,506 |
9.1% |
5.3% |
Abstain |
6,018,834 |
|
1.2% |
Broker Non-Votes |
0 |
|
0.0% |
Proposal 7: Non-Binding Advisory Vote on Executive Compensation
Stockholders approved, 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 |
96,387,442 |
52.8% |
18.8% |
Against |
86,255,554 |
47.2% |
16.8% |
Abstain |
1,628,716 |
|
0.3% |
Broker Non-Votes |
117,061,500 |
|
22.8% |
Proposal 8: 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 |
206,108,034 |
69.2% |
40.2% |
Against |
91,852,901 |
30.8% |
17.9% |
Abstain |
3,372,277 |
|
0.7% |
Broker Non-Votes |
0 |
|
0.0% |
Although Proposal 1, Proposal 3, and Proposal 4 each received over 90% support among the votes cast, they were not approved because they required affirmative votes from more than 50% of all 512,943,561 eligible outstanding shares. Voter participation for each proposal was only about 35% of the eligible shares, leaving the proposals short of the required threshold despite overwhelming support from those who voted.
Additional information regarding the results of AMC's 2025 Annual Meeting of Stockholders can be found in a U.S. Securities and Exchange Commission ("SEC") form 8-K filed by the Company on December 11, 2025 and made available on AMC's website at https://investor.amctheatres.com/sec-filings/all-sec-filings.
About AMC Entertainment Holdings, Inc.
AMC is the largest movie exhibition company in the United States, the largest in Europe and the largest throughout the world with approximately 860 theatres and 9,600 screens across the globe. AMC has propelled innovation in the exhibition industry by: deploying its signature power-recliner seats; delivering enhanced food and beverage choices; generating greater guest engagement through its loyalty and subscription programs, website, and mobile apps; offering premium large format experiences and playing a wide variety of content including the latest Hollywood releases and independent programming. For more information, visit www.amctheatres.com/.
Website Information
This press release, along with other news about AMC, is available at www.amctheatres.com. We routinely post information that may be important to investors in the Investor Relations section of our website, investor.amctheatres.com. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD, and we encourage investors to consult that section of our website regularly for important information about AMC. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document. Investors interested in automatically receiving news and information when posted to our website can also visit investor.amctheatres.com to sign up for email alerts.
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INVESTOR RELATIONS:
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