AMC Entertainment Holdings, Inc. Files Preliminary Proxy Statement, Voting to Begin June 16, 2021
AMC Entertainment Holdings, Inc. (NYSE: AMC) filed a preliminary proxy statement with the SEC for its 2021 Annual Meeting, set for July 29, 2021. Key proposals include increasing authorized share capital by 25 million shares, re-electing certain directors, appointing Ernst & Young LLP as auditors, approving executive compensation, and allowing adjournment of the meeting if necessary. AMC's Board recommends a favorable vote on all proposals. Voting is open from June 16 to July 28, 2021. CEO Adam Aron urges shareholders to participate in shaping AMC's future.
- Proposal to increase share capital by 25 million shares offers flexibility for future opportunities.
- Board's recommendation for shareholders to vote favorably on key proposals.
- Less aggressive share increase request compared to previous 500 million shares proposal.
- None.
AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC” or “the Company”), today filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Company’s 2021 Annual Meeting of Stockholders (“Annual Meeting”) scheduled for July 29, 2021.
The preliminary proxy statement, which is subject to SEC review, includes the following important proposals:
- Increase authorized share capital by 25 million shares (effective in 2022)
- Re-elect certain directors
- Approve the appointment of Ernst & Young LLP as independent auditors
- Approve a non-binding vote on the compensation of executive officers
- Ability to adjourn the stockholders meeting if necessary
The AMC Board recommends a vote in favor of each proposal. The specific details and rationale for the recommend vote are described within the preliminary proxy statement. A final proxy statement is expected to be filed with the SEC and distributed to shareholders on or about June 16, 2021. Voting will take place between June 16 and July 28.
Commenting on the upcoming Stockholders Meeting, Adam Aron, AMC President and CEO, said, “I encourage all of our valued shareholders to exercise their right to have their voices heard and impact the future AMC by voting their shares.”
Commenting on the proposal to increase authorized, not issued, share capital by 25 million shares, Aron added, “To successfully navigate the road ahead, we seek to assemble all of the financial tools that might help us. An important tool for any company is having shares available to issue if, and only if, the right value creation opportunity arises. As of today, in our efforts to best position AMC for a successful recovery from the pandemic, we have issued or reserved substantially all but 46,124 of the shares that were previously authorized. We are requesting that shareholders authorize only an additional 25 million shares and note that these shares cannot be issued in calendar year 2021. This contrasts with a previous request that shareholders authorize 500 million new shares. We have been listening carefully to the sentiments being expressed by our shareholders, and this more measured proposal is important to give AMC the flexibility to respond to future value creation opportunities for the benefit of AMC and all of its shareholder owners.”
About AMC Entertainment Holdings, Inc.
AMC is the largest movie exhibition company in the United States, the largest in Europe and the largest throughout the world with approximately 950 theatres and 10,500 screens across the globe. AMC has propelled innovation in the exhibition industry by: deploying its Signature power-recliner seats; delivering enhanced food and beverage choices; generating greater guest engagement through its loyalty and subscription programs, web site and mobile apps; offering premium large format experiences and playing a wide variety of content including the latest Hollywood releases and independent programming. For more information, visit www.amctheatres.com.
Website Information
This press release, along with other news about AMC, is available at www.amctheatres.com. We routinely post information that may be important to investors in the Investor Relations section of our website, www.investor.amctheatres.com. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD, and we encourage investors to consult that section of our website regularly for important information about AMC. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document. Investors interested in automatically receiving news and information when posted to our website can also visit www.investor.amctheatres.com to sign up for email alerts.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the Annual Meeting of stockholders (the “Annual Meeting”) of AMC Entertainment Holdings, Inc. (“AMC” or the “Company”). This communication does not constitute a solicitation of any vote or approval. In connection with the Annual Meeting, the Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to its stockholders a proxy statement regarding the business to be conducted at the Annual Meeting. The Company may also file other documents with the SEC regarding the business to be conducted at the Annual Meeting. This document is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING.
Stockholders may obtain a free copy of the proxy statement and other documents the Company files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. The Company makes available free of charge on its investor relations website at www.investor.amctheatres.com copies of materials it files with, or furnishes to, the SEC.
Participants in the Solicitation
The Company and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the business to be conducted at the Annual Meeting. Security holders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 12, 2021 (the “2021 Form 10-K”). To the extent the holdings of the Company’s securities by the Company’s directors and executive officers have changed since the amounts set forth in the Company’s 2021 Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the federal securities laws. In many cases, these forward-looking statements may be identified by the use of words such as “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “indicates,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions. Examples of forward-looking statements include statements we make regarding the impact of COVID-19, future attendance levels and our liquidity. Any forward-looking statement speaks only as of the date on which it is made. These forward-looking statements may include, among other things, statements related to AMC’s current expectations regarding the performance of its business, financial results, liquidity and capital resources, and the impact to its business and financial condition of, and measures being taken in response to, the COVID-19 virus, and are based on information available at the time the statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks, trends, uncertainties and other facts that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks, trends, uncertainties and facts include, but are not limited to, risks related to: AMC’s ability to obtain additional liquidity, which if not realized or insufficient to generate the material amounts of additional liquidity that will be required unless it is able to achieve more normalized levels of operating revenues, likely would result in AMC seeking an in-court or out-of-court restructuring of its liabilities; the potential impact of AMC’s existing or potential lease defaults; the impact of the COVID-19 virus on AMC, the motion picture exhibition industry, and the economy in general, including AMC’s response to the COVID-19 virus related to suspension of operations at theatres, personnel reductions and other cost-cutting measures and measures to maintain necessary liquidity and increases in expenses relating to precautionary measures at AMC’s facilities to protect the health and well-being of AMC’s customers and employees; AMC’s significant indebtedness, including its borrowing capacity and its ability to meet its financial maintenance and other covenants; the manner, timing and amount of benefit AMC receives under the CARES Act or other applicable governmental benefits and support; the impact of impairment losses; motion picture production and performance; AMC’s lack of control over distributors of films; intense competition in the geographic areas in which AMC operates; increased use of alternative film delivery methods or other forms of entertainment; shrinking exclusive theatrical release window; AMC Stubs A-List not meeting anticipated revenue projections; general and international economic, political, regulatory and other risks; limitations on the availability of capital; AMC’s ability to refinance its indebtedness on favorable terms; availability of financing upon favorable terms or at all; risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges; and other factors discussed in the reports AMC has filed with the SEC. Should one or more of these risks, trends, uncertainties or facts materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by the forward-looking statements contained herein. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. For a detailed discussion of risks, trends and uncertainties facing AMC, see the section entitled “Risk Factors” in the Company’s 2021 Form 10-K filed with the SEC, and the risks, trends and uncertainties identified in its other public filings. AMC does not intend, and undertakes no duty, to update any information contained herein to reflect future events or circumstances, except as required by applicable law.
Category: Company Release
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FAQ
What proposals were included in AMC's preliminary proxy statement for the annual meeting?
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What is the purpose of increasing AMC's authorized share capital by 25 million shares?
Who is AMC's independent auditor for 2021?
What notable change did AMC make regarding its share capital proposal compared to the previous year?
