AMC Entertainment (AMC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 24, 2026, with a record date of July 31, 2026, and will be held at the AMC Theatre Support Center in Leawood, Kansas, with options for remote participation and electronic voting.

• Holders of Class A common stock are entitled to one vote per share, with 892,604,638 shares outstanding as of the record date.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

• D.F. King & Co., Inc. is engaged as the proxy solicitor, and the company will bear all solicitation costs.

Voting matters and shareholder proposals

• Proposal 1: Amend the Certificate of Incorporation to declassify the board, shorten director terms, and remove restrictions on the number of directors.

• Proposal 2a: If Proposal 1 passes, elect 10 directors for terms expiring at the 2027 annual meeting; if not, Proposal 2b elects 3 Class III directors for terms expiring at the 2029 annual meeting.

• Proposal 3: Remove the prohibition against stockholders acting by written consent.

• Proposal 4: Remove the limitation on stockholders' ability to call special meetings, allowing holders of at least 20% of voting power to request a meeting.

• Proposal 5: Amend the 2024 Equity Incentive Plan to increase the share reserve from 25 million to 50 million shares.

• Proposal 6: Ratify Ernst & Young LLP as the independent registered public accounting firm for 2026.

• Proposal 7: Non-binding advisory vote to approve executive compensation (say-on-pay).

• Proposal 8: Non-binding advisory vote on the frequency of say-on-pay votes, with the board recommending annual votes.

• Proposal 9: Approve adjournment of the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board currently consists of 10 members, with 90% independence and an average tenure of 7 years.

• If declassified, all directors will serve one-year terms; otherwise, the board remains staggered.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The Lead Independent Director facilitates board oversight and communication with management.

• The board emphasizes diversity, with 30% female and 30% non-white directors.