AMC’s Board of Directors Recommends voting
FOR all proposals
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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version on businesswire.com: https://www.businesswire.com/news/home/20210603006069/en/
INVESTOR RELATIONS: John Merriwether, 866-248-3872
InvestorRelations@amctheatres.com
MEDIA CONTACTS: Ryan Noonan, (913) 213-2183
rnoonan@amctheatres.com
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