AMC Entertainment Holdings, Inc. Announces Results of Its 2025 Annual Meeting of Stockholders
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.
|
|
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.
|
|
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
|
|
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
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AMC is the largest movie exhibition company in
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