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, for voting eligibility.

• Stockholders can vote on nine proposals, including major governance and compensation changes.

• Voting can be done online, by phone, or by mail, and proxy materials are available electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1 seeks to declassify the board, shorten director terms, and remove restrictions on board size.

• Proposal 2a (if Proposal 1 passes) elects 10 directors for one-year terms; Proposal 2b (if not) elects 3 directors for three-year terms.

• Proposal 3 removes the prohibition on stockholder action by written consent.

• Proposal 4 removes the limitation on stockholders' ability to call special meetings, with a 20% ownership threshold.

• Proposal 5 increases shares available under the 2024 Equity Incentive Plan from 25M to 50M.

• Proposal 6 ratifies Ernst & Young LLP as the independent auditor for 2026.

• Proposal 7 is a non-binding advisory vote on executive compensation (say-on-pay).

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

• Proposal 9 allows adjournment of the meeting to solicit more proxies if needed.

Board of directors and corporate governance

• The board currently has 10 members, with 90% independence and an average tenure of 7 years.

• If declassified, all directors will stand for annual election; otherwise, staggered three-year terms remain.

• The board has Audit, Compensation, and Nominating & Corporate Governance Committees, all composed of independent directors.

• The Lead Independent Director role is established to enhance oversight when the CEO is also board chair.

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