Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 8, 2023, AMC Entertainment Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 100,710,022 out of 198,356,898 eligible shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. For the non-routine matters of electing directors and approving executive compensation on an advisory basis, 40,553,733 shares were voted after excluding broker non-votes. For the non-routine matters of amending the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), broker non-votes had the same effect as a vote against the proposal. For purposes of this report, all share and vote counts are rounded to the nearest whole number.
The matters submitted to stockholders at the Annual Meeting and the voting results were as follows:
Proposal 1: 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
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 | |
Proposal 2(b): Election of Directors
Because Stockholders failed to approve Proposal 1, Proposal 2(a) was not presented to the Stockholders.
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 | |
Proposal 3: Amendment of the Company’s Certificate of Incorporation to eliminate the prohibition against Stockholders acting by written consent
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 | |
Proposal 4: Amendment of the Company’s Certificate of Incorporation to remove the limitation on Stockholders’ ability to call special meetings
Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to remove the limitation on stockholders’ ability to call special meetings.