Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2021 (June 16, 2021)

Commission File Number: 1-35106

AMC Networks Inc.

(Exact name of registrant as specified in its charter)


Delaware		27-5403694
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11 Penn Plaza,
New York,	NY	10001
(Address of principal executive offices)		(Zip Code)

(212) 324-8500

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

AMCX

The

NASDAQ

Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On June 16, 2021, AMC Networks Inc. (the “Company”) held its 2021 annual meeting of stockholders. In accordance with the Company’s Amended and Restated Certificate of Incorporation, the Class A stockholders have one vote per share and the Class B stockholders have ten votes per share. The proposals are described in detail in the Company’s proxy statement for the 2021 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on April 30, 2021 and supplemented on May 25, 2021.

(b) Stockholders voted on the matters set forth below. The final results for the votes regarding each proposal are set forth below.

1.The Company’s Class A stockholders elected the three directors listed below to the Board of Directors, each for a one-year term. The votes regarding this proposal were as follows:


	For		Withheld		Broker Non-Votes
Leonard Tow		18,261,690		6,966,593		1,875,271
David E. Van Zandt		24,689,986		538,297		1,875,271
Carl E. Vogel		18,457,919		6,770,364		1,875,271

The Company’s Class B stockholders elected the nine directors listed below to the Board of Directors, each for a one-year term. The votes regarding this proposal were as follows:


	For		Withheld
William J. Bell		114,844,080	0
Charles F. Dolan		114,844,080	0
James L. Dolan		114,844,080	0
Kristin A. Dolan		114,844,080	0
Patrick F. Dolan		114,844,080	0
Thomas C. Dolan		114,844,080	0
Brian G. Sweeney		114,844,080	0
Vincent Tese		114,844,080	0
Aidan J. Dolan		114,844,080	0

2. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year. The votes regarding this proposal were as follows:


For	Against	Abstain	Broker Non-Votes
141,734,913	208,433	4,288	0

3. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved, on an advisory basis (non-binding), the compensation of the Company’s Named Executive Officers. The votes regarding this proposal were as follows:


For	Against	Abstain	Broker Non-Votes
133,851,225	6,180,782	40,356	1,875,271

4. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, did not approve a stockholder proposal recommending that the Company adopt a majority voting standard for director elections. The votes regarding this proposal were as follows:


For	Against	Abstain	Broker Non-Votes
23,248,567	116,754,472	69,324	1,875,271

5. The Company’s Class A stockholders and Class B stockholders, voting together as a single class, did not approve a stockholder proposal regarding a policy on the Company’s dual class structure. The votes regarding this proposal were as follows:


For	Against	Abstain	Broker Non-Votes
23,307,243	116,709,514	55,606	1,875,271

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.