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AMC Entertainment Holdings, Inc. Announces Results of Its 2025 Annual Meeting of Stockholders

AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC” or “the Company”), announced today the results of its 2025 Annual Meeting of Stockholders held on December 10, 2025.

The matters submitted to stockholders at the Annual Meeting and the voting results were as follows:

Proposal 1: Amendment of the Certificate of Incorporation to declassify the Board of Directors, shorten all existing terms to expire at the Annual Meeting, and remove restrictions on the number of directors

Stockholders failed to approve the amendment of the Certificate of Incorporation to declassify the board of directors of the Company, shorten all existing terms to expire at the Annual Meeting, and remove restrictions on the number of directors. While over 90% of votes cast supported the amendment, the proposal required a majority of the shares outstanding for approval.

 

Shares

% Votes Cast

% Shares Outstanding

For

164,635,064

90.3%

32.1%

Against

17,700,143

9.7%

3.5%

Abstain

1,936,506

 

0.4%

Broker Non-Votes

117,061,500

 

22.8%

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 II director nominees to hold office for terms expiring at the Company’s 2028 annual meeting of stockholders. Nominees required a plurality of the votes cast for election.

Adam Aron

 

Shares

% Votes Cast

% Shares Outstanding

For

152,332,577

82.7%

29.7%

Withheld

31,939,136

17.3%

6.2%

Broker Non-Votes

117,061,500

 

22.8%

Howard “Hawk” Koch, Jr.

 

Shares

% Votes Cast

% Shares Outstanding

For

143,370,341

77.8%

28.0%

Withheld

40,901,372

22.2%

8.0%

Broker Non-Votes

117,061,500

 

22.8%

Dr. Anthony Saich

 

Shares

% Votes Cast

% Shares Outstanding

For

132,068,636

71.7%

25.8%

Withheld

52,203,076

28.3%

10.2%

Broker Non-Votes

117,061,500

 

22.8%

Proposal 3: Amendment of the Certificate of Incorporation to eliminate the prohibition against Stockholders acting by written consent

Stockholders failed to approve the amendment of the Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent. While over 90% of votes cast supported the amendment, the proposal required a majority of the shares outstanding for approval.

 

Shares

% Votes Cast

% Shares Outstanding

For

164,706,751

90.3%

32.1%

Against

17,605,736

9.7%

3.4%

Abstain

1,959,224

 

0.4%

Broker Non-Votes

117,061,500

 

22.8%

Proposal 4: Amendment of the Certificate of Incorporation to remove the limitation on Stockholders’ ability to call special meetings

Stockholders failed to approve the amendment of the Certificate of Incorporation to remove the limitation on stockholders’ ability to call special meetings. While over 90% of votes cast supported the amendment, the proposal required a majority of the shares outstanding for approval.

 

Shares

% Votes Cast

% Shares Outstanding

For

165,825,317

90.7%

32.3%

Against

16,976,025

9.3%

3.3%

Abstain

1,470,370

 

0.3%

Broker Non-Votes

117,061,500

 

22.8%

Proposal 5: Amendment of the Certificate of Incorporation for the Share Increase

Stockholders approved the amendment of the Certificate of Incorporation for the Share Increase. The proposal required a majority of the votes cast for approval.

 

Shares

% Votes Cast

% Shares Outstanding

For

157,198,086

85.6%

30.7%

Against

26,359,842

14.4%

5.1%

Abstain

713,785

 

0.1%

Broker Non-Votes

117,061,500

 

22.8%

Proposal 6: Ratification of the Appointment of the Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025. The proposal required a majority of the votes cast for approval.

 

Shares

% Votes Cast

% Shares Outstanding

For

268,400,872

90.9%

52.3%

Against

26,913,506

9.1%

5.3%

Abstain

6,018,834

 

1.2%

Broker Non-Votes

0

 

0.0%

Proposal 7: Non-Binding Advisory Vote on Executive Compensation

Stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers. The proposal required a majority of the votes cast for approval.

 

Shares

% Votes Cast

% Shares Outstanding

For

96,387,442

52.8%

18.8%

Against

86,255,554

47.2%

16.8%

Abstain

1,628,716

 

0.3%

Broker Non-Votes

117,061,500

 

22.8%

Proposal 8: Approval of the Adjournment of the Annual Meeting

Stockholders approved the adjournment of the Annual Meeting. However, adjournment of the Annual Meeting was deemed not necessary. The proposal required a majority of the votes cast for approval.

 

Shares

% Votes Cast

% Shares Outstanding

For

206,108,034

69.2%

40.2%

Against

91,852,901

30.8%

17.9%

Abstain

3,372,277

 

0.7%

Broker Non-Votes

0

 

0.0%

Although Proposal 1, Proposal 3, and Proposal 4 each received over 90% support among the votes cast, they were not approved because they required affirmative votes from more than 50% of all 512,943,561 eligible outstanding shares. Voter participation for each proposal was only about 35% of the eligible shares, leaving the proposals short of the required threshold despite overwhelming support from those who voted.

Additional information regarding the results of AMC’s 2025 Annual Meeting of Stockholders can be found in a U.S. Securities and Exchange Commission (“SEC”) form 8-K filed by the Company on December 11, 2025 and made available on AMC’s website at https://investor.amctheatres.com/sec-filings/all-sec-filings.

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 860 theatres and 9,600 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, website, 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, 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 investor.amctheatres.com to sign up for email alerts.

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