--- schema_version: "secwatch.filing_event.v1" accession: "0001411579-23-000091" form_type: "8-K" ticker: "AMC" cik: "0001411579" company_name: "AMC ENTERTAINMENT HOLDINGS, INC." filed_at: "2023-11-09T23:59:59+00:00" generated_at: "2026-06-08T06:24:52.338006+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.6 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # AMC shareholders reject declassification, say-on-pay; re-elect two directors at 2023 annual meeting ## Summary - Board declassification proposal failed: 34.1M for, 5.7M against, 60.2M broker non-votes counting as against. - Say-on-pay failed on advisory basis: 19.6M for vs 20.4M against (excluding broker non-votes). - Class III directors Denise Clark and Keri Putnam re-elected with ~28.4M votes each. - Ratification of Ernst & Young as auditor approved with 83.1M votes for. - Proposals for written consent, special meetings, and officer exculpation expansion all failed. ## SEC filing metadata - accession: 0001411579-23-000091 - form_type: 8-K - ticker: AMC - cik: 0001411579 - company_name: AMC ENTERTAINMENT HOLDINGS, INC. - filed_at: 2023-11-09T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.6 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1411579/000141157923000091/0001411579-23-000091-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1411579/000141157923000091/amc-20231108x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001411579-23-000091 - JSON: https://secwatch.observer/filing/0001411579-23-000091.json - Plain text: https://secwatch.observer/filing/0001411579-23-000091.txt ## Key facts - Shareholder Votes AMC ENTERTAINMENT HOLDINGS, INC. shareholders approved Election of the Class III director nominees at the 2023-11-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-11-08 source text: Stockholders elected all Class III director nominees to hold office for terms expiring at the Company’s 2026 annual meeting of stockholders. Nominee For Withheld Broker Non- Votes Ms. Denise M. Clark 28,399,165 12,154,568 60,156,289 Ms. Keri S. Putnam 28,494,041 12,059,692 60,156,289 evidence_url: https://www.sec.gov/Archives/edgar/data/1411579/000141157923000091/0001411579-23-000091-index.htm - Shareholder Votes AMC ENTERTAINMENT HOLDINGS, INC. shareholders rejected Amendment of the Company’s Certificate of Incorporation to remove the limitation on Stockholders’ ability to call special meetings at the 2023-11-08 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-11-08 source text: Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to remove the limitation on stockholders’ ability to call special meetings. 2 ​ For Against Abstain Broker Non-Votes 33,860,337 6,152,633 540,763 60,156,289 evidence_url: https://www.sec.gov/Archives/edgar/data/1411579/000141157923000091/0001411579-23-000091-index.htm - Shareholder Votes AMC ENTERTAINMENT HOLDINGS, INC. shareholders rejected Amendment of the Company’s Certificate of Incorporation to expand the exculpation provision to limit the liability of certain officers at the 2023-11-08 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-11-08 source text: Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to expand the exculpation provision to limit the liability of certain officers. For Against Abstain Broker Non-Votes 24,363,684 15,494,936 695,113 60,156,289 evidence_url: https://www.sec.gov/Archives/edgar/data/1411579/000141157923000091/0001411579-23-000091-index.htm - Shareholder Votes AMC ENTERTAINMENT HOLDINGS, INC. shareholders approved Ratification of the Appointment of the Independent Registered Public Accounting Firm at the 2023-11-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-11-08 source text: Stockholders ratified the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2023. For Against Abstain Broker Non-Votes 83,129,480 15,521,928 2,058,614 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1411579/000141157923000091/0001411579-23-000091-index.htm - Shareholder Votes AMC ENTERTAINMENT HOLDINGS, INC. shareholders rejected Amendment of the Company’s Certificate of Incorporation to declassify the Board of Directors, shorten all existing terms to expire at the Annual Meeting, and make certain other immaterial changes to the Certificate of Incorporation at the 2023-11-08 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-11-08 source text: Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to declassify the board of directors of the Company (the “Board of Directors”), shorten all existing terms to expire at the Annual Meeting, and make certain other immaterial changes to the Certificate of Incorporation. For Against Abstain Broker Non-Votes 34,083,924 5,744,606 725,204 60,156,289 evidence_url: https://www.sec.gov/Archives/edgar/data/1411579/000141157923000091/0001411579-23-000091-index.htm - Shareholder Votes AMC ENTERTAINMENT HOLDINGS, INC. shareholders rejected Non-Binding Advisory Vote on Executive Compensation at the 2023-11-08 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2023-11-08 source text: Stockholders failed to approve, on a non-binding advisory basis, the compensation paid to our named executive officers. For Against Abstain Broker Non-Votes 19,565,042 20,442,308 546,384 60,156,289 evidence_url: https://www.sec.gov/Archives/edgar/data/1411579/000141157923000091/0001411579-23-000091-index.htm - Shareholder Votes AMC ENTERTAINMENT HOLDINGS, INC. shareholders rejected Amendment of the Company’s Certificate of Incorporation to eliminate the prohibition against Stockholders acting by written consent at the 2023-11-08 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-11-08 source text: Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent. For Against Abstain Broker Non-Votes 33,562,764 6,347,003 643,966 60,156,289 evidence_url: https://www.sec.gov/Archives/edgar/data/1411579/000141157923000091/0001411579-23-000091-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.