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, for voting eligibility.

• Stockholders can vote on eight proposals, including major governance and capital structure changes.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Declassify the board, shorten director terms, and remove restrictions on board size.

• 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 to call special meetings with a 20% ownership threshold.

• Proposal 5: Double authorized Class A Common Stock from 550M to 1.1B shares to enable 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 plan to reduce to 10 after a director's retirement.

• 91% of directors are independent; average tenure is 7 years; 36% female, 27% non-white.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board leadership combines CEO and Chair roles, with a Lead Independent Director for oversight.

• Annual board and committee self-evaluations and director education are conducted.