AMC ENTERTAINMENT HOLDINGS, INC.

For the period ended Dec 10, 2025. Filed Oct 24, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 10, 2025 · Filed Oct 24, 2025

Use the contents to explore the available documents and sections.

AMC$3.14+1.9%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

	PROXY SUMMARY					1
	GENERAL INFORMATION					3
	VOTING AT THE ANNUAL MEETING					4
	The Proxy and Voting					4
	Other Matters					5
	Voting Requirement to Approve each of the Proposals					5
	How Votes Are Counted					6
	Proxy Solicitation					6
	DIRECTORS OF THE COMPANY					8
	PROPOSALS 1, 3, 4, and 5 EXPLANATORY NOTE					9
	PROPOSAL 1: APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD AND MAKE CERTAIN OTHER CHANGES					10
	PROPOSAL 2(a) or 2(b): ELECTION OF DIRECTORS					13
	Nominees for Election as Directors					13
	PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ELIMINATE THE PROHBITION AGAINST STOCKHOLDERS ACTING BY WRITTEN CONSENT					19
	PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO REMOVE THE LIMITATION ON STOCKHOLDERS’ ABILTIY TO CALL SPECIAL MEETINGS					21
	PROPOSAL 5: APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK					23
	CORPORATE GOVERNANCE					28
	Corporate Governance Guidelines					28
	Risk Oversight					28
	Cybersecurity Risk					28
	Compensation Policies and Practices as They Relate to Risk Management					30
	Code of Business Conduct and Ethics					30
	Insider Trading Policy					31
	Board and Committee Meeting Attendance					31
	Communications with the Board					31
	Director Independence					31
	Board Leadership Structure					31
	Executive Sessions					32
	Attendance at Annual Meetings					32
	Board and Committee Evaluations; Director Education					32
	Committees					32
	Audit Committee					33
	Compensation Committee					33

	Nominating and Corporate Governance Committee					34
	Director Nomination Process					34
	Compensation Committee Interlocks and Insider Participation					35
	DIRECTOR COMPENSATION					36
	Non-Employee Director Compensation					36
	Director Compensation Table					37
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					38
	DELINQUENT SECTION 16(A) REPORTS					40
	CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS					41
	Policies and Procedures with Respect to Related Person Transactions					41
	Related Person Transactions					41
	PROPOSAL 6: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					42
	AUDIT COMMITTEE REPORT					43
	PRINCIPAL ACCOUNTANT FEES AND SERVICES					44
	Audit Committee Pre-Approval Process					44
	COMPENSATION COMMITTEE REPORT					45
	COMPENSATION DISCUSSION AND ANALYSIS					46
	Consideration of Say-on-Pay Results and Stockholder Outreach					46
	EXECUTIVE SUMMARY					48
	2024 Business Review					48
	Compensation Decisions					48
	How Our Compensation Program Works					50
	Components of Our Pay					51
	Pay Mix					51
	EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAM OBJECTIVES					52
	EXECUTIVE COMPENSATION PROGRAM ELEMENTS					52
	Base Salaries					52
	Annual Incentive Program					52
	Payout Opportunities					53
	2024 Performance Goals					53
	2024 Payouts					54
	Retention Bonus for Mr. Goodman					54
	Equity-Based Incentive Compensation Program					55
	2024 Annual Equity Grants					55
	2024 Tranche Year Performance Goals and Modification					56
	2023 Tranche Year Modification					57
	COMPENSATION SETTING PROCESS					59
	Independent Compensation Consultant					59
	2024 Peer Group					59

TABLE OF CONTENTS

	OTHER COMPENSATION PRACTICES					60
	Compensation Clawback Policy					60
	Executive Stock Ownership Guidelines					60
	Equity Award Grant Practices					60
	Anti-Hedging Policy					60
	Anti-Pledging Policy					61
	Retirement Benefits					61
	Non-Qualified Deferred Compensation Program					61
	Severance and Other Benefits Upon Termination of Employment					61
	Tax and Accounting					61
	EXECUTIVE COMPENSATION					62
	Summary Compensation Table					62
	Description of Employment Agreements—Salary and Bonus Amounts					64
	Limitation of Liability and Indemnification of Directors and Officers					65
	Grants and Modifications of Plan-Based Awards					65
	Outstanding Equity Awards as of December 31, 2024					67
	Option Exercises and Stock Vested					69

	Potential Payments Upon Termination or Change of Control					70
	Employment Agreements					70
	Equity Compensation Plan Information					71
	Pay Ratio Disclosure					72
	Pay versus Performance					73
	PROPOSAL 7: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS					77
	PROPOSAL 8: ADJOURNMENT OF ANNUAL MEETING					78
	OTHER INFORMATION					79
	Costs of Proxy Statement					79
	Delivery of Stockholder Documents					79
	STOCKHOLDER PROPOSALS					80
	APPENDIX A					A-1
	APPENDIX B					B-1
	APPENDIX C					C-1
	APPENDIX D					D-1

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.