AMC Entertainment Holdings Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth in Item 5.03 below is incorporated into this Item 3.03 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the AMC Entertainment Holdings, Inc. (the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”) held on December 10, 2025, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the total number of authorized shares of the Company’s Class A common stock (“Common Stock”) from 550,000,000 to 1,100,000,000 shares of Common stock (the “Share Increase”). The Company also amended the Certificate of Incorporation to remove references to Class B common stock, which was previously retired, and references to prior reclassifications, conversions and splits of common stock. The Fourth Amended and Restated Certificate of Incorporation (the “Fourth A&R Certificate”), which reflects the amendments described above, was filed with the Secretary of State of Delaware on December 10, 2025.
The foregoing summary of the Fourth A&R Certificate does not purport to be complete and is qualified in its entirety by reference to the Fourth A&R Certificate, a copy of which is filed as Exhibit 3.1 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 301,333,212 out of 512,943,561 eligible shares of Common Stock were present in person or represented by proxy at the Annual Meeting. For non-routine matters, 184,271,713 shares of Common Stock participated after excluding broker non-votes. For the non-routine matters of amending the Certificate of Incorporation (other than for the Share Increase), 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 Certificate of Incorporation for the Share Increase, and approving executive compensation on an advisory basis, 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 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% |
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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% |
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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% |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Exhibit Description | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
*Filed herewith
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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. | ||
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Date: December 11, 2025 | By: | /s/ Edwin F. Gladbach | |
| Name: | Edwin F. Gladbach | |
| Title: | Senior Vice President, General Counsel and Secretary | |
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