Additional Proxy Soliciting Materials (definitive) (defa14a)
April 29 2020 - 8:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☑ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
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AMC Networks Inc.
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(Name of registrant as specified in its charter)
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(Name of person(s) filing proxy statement, if other than the registrant)
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Payment of Filing Fee (Check the appropriate box):
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☑
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on June 11, 2020.
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AMC NETWORKS INC.
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AMC NETWORKS INC.
11 PENN PLAZA
NEW YORK, NY 10001
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Meeting Information
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Meeting Type: Annual Meeting
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For holders as of: April 13, 2020
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Date: June 11, 2020 Time: 10:00
a.m., EDT
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Location: Meeting live via the Internet-please visit
www.virtualshareholdermeeting.com/AMCX2020.
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The company will be hosting the meeting live via the Internet this year. To attend
the meeting via the Internet please visit www.virtualshareholdermeeting.com/AMCX2020 and be sure to have the information that is printed in the box marked by the arrow
(located on the following page).
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You are receiving this communication because you hold shares
in the company named above.
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This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side).
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We encourage you to access and review all of the important
information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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NOTICE
PROXY STATEMENT ANNUAL REPORT ON FORM
10-K
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How
to View Online:
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Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com.
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How
to Request and Receive a PAPER or E-MAIL Copy:
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If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
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1) BY
INTERNET: www.proxyvote.com
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2) BY TELEPHONE: 1-800-579-1639
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3) BY
E-MAIL*: sendmaterial@proxyvote.com
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* If requesting
materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before May 29, 2020 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote By Internet:
Before The Meeting:
Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions. Proxies submitted via the Internet prior to the meeting must be received by 11:59 p.m., Eastern Daylight Time on June 10, 2020 (June 6,
2020 for participants in the AMC Networks 401(k) Savings Plan, if applicable).
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During The Meeting:
Go to
www.virtualshareholdermeeting.com/AMCX2020. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card that will provide
instructions to vote these shares by proxy via telephone.
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Proposals to be voted on by the Class A Stockholders at the meeting are listed below along
with the Directors recommendations.
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The Board of Directors recommends you vote FOR the following
Director nominees:
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1.
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Election of the following nominees as
Directors:
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01) Jonathan F. Miller
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02) Leonard Tow
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03) David E. Van Zandt
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04) Carl E. Vogel
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The Board of Directors recommends you vote FOR Proposals 2, 3, 4
and 5:
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2.
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Ratification of the appointment of KPMG LLP as
independent registered public accounting firm of the Company for fiscal year 2020
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3.
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Advisory vote on Named Executive Officer
compensation
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4.
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Approval of the Companys Amended and Restated
2016 Employee Stock Plan
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5.
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Approval of the Companys Amended and Restated
2011 Stock Plan for Non-Employee Directors
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The Board of Directors recommends you vote AGAINST
Proposal 6:
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6.
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Vote on stockholder proposal regarding voting
standards for director elections
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Proposals to be voted on by the Class B Stockholders at the meeting are listed below
along with the Directors recommendations.
The Board of Directors recommends you vote FOR the following Director nominees:
1. Election of the following nominees as Directors:
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01)
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William J. Bell
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06)
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Thomas C. Dolan
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02)
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Charles F. Dolan
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07)
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Brian G. Sweeney
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03)
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James L. Dolan
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08)
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Vincent Tese
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04)
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Kristin A. Dolan
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09)
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Marianne Dolan Weber
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05)
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Patrick F. Dolan
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10)
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Robert C. Wright
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The Board of Directors recommends you vote FOR Proposals 2, 3, 4 and 5:
2. Ratification of the appointment
of KPMG LLP as independent registered public accounting firm of the Company for fiscal year 2020
3. Advisory vote on Named Executive Officer compensation
4. Approval of the
Companys Amended and Restated 2016 Employee Stock Plan
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Approval of the Companys Amended and Restated 2011 Stock Plan for Non-Employee Directors
The Board of Directors recommends you vote AGAINST Proposal 6:
6. Vote on stockholder proposal regarding voting standards for director elections
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