AMC Entertainment (AMC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 10, 2025, with a record date of October 13, 2025, and will address key governance, capital, and compensation matters.

• Stockholders are encouraged to vote by proxy, with materials available online to reduce costs and environmental impact.

• The Board recommends approval of all proposals, including amendments to the Certificate of Incorporation and executive compensation.

Voting matters and shareholder proposals

• Proposal 1: Declassify the Board, shorten director terms, and remove restrictions on the number of directors.

• Proposal 2a: Elect 10 directors for one-year terms if Proposal 1 passes; Proposal 2b: Elect 3 Class II directors for three-year terms if Proposal 1 fails.

• Proposal 3: Allow stockholder action by written consent.

• Proposal 4: Permit stockholders holding at least 20% of voting power to call special meetings.

• Proposal 5: Double authorized Class A Common Stock to 1.1 billion shares to facilitate debt conversion and future capital needs.

• Proposal 6: Ratify Ernst & Young LLP as independent auditor for 2025.

• Proposal 7: Advisory vote on executive compensation (Say-on-Pay).

• Proposal 8: Approve adjournment of the meeting if more time is needed for proxy solicitation.

Board of directors and corporate governance

• Board currently has 11 members, with a mix of tenures, backgrounds, and 91% independence.

• If declassified, all directors will be elected annually; otherwise, staggered three-year terms continue.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent and oversee key areas including risk, compensation, and ESG.

• Board diversity: 36% female, 27% non-white; skills include executive leadership, finance, IT, and marketing.

• Annual self-evaluations and director education are conducted.