AMC Networks Inc
For the period ended Jun 5, 2025. Filed Apr 25, 2025.
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Jun 5, 2025 · Filed Apr 25, 2025
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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
| AMC Networks Inc. | |
|---|---|
| (Name of registrant as specified in its charter) | |
| (Name of person(s) filing proxy statement, if other than the registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 25, 2025 Dear Stockholder: You are cordially invited to attend the AMC Networks annual meeting of stockholders, which will be conducted via live audio webcast on Thursday, June 5, 2025 at 10:00 a.m. Eastern Daylight Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visiting www.virtualshareholdermeeting.com/AMCX2025. We encourage you to allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. For further information, please refer to the General Information section of the website. In 2024, AMC Networks delivered solid financial results as we continued to adapt and innovate amidst a competitive and fast changing media environment. We are pleased with the progress we’ve made to reorient the business around free cash flow generation as we focus on three key areas that we believe will drive our business forward – high-quality programming, innovative distribution partnerships and profitability. The following are a few of our 2024 business highlights: • The Company achieved net cash provided by operating activities of $376 million and free cash flow of $331 million in 2024, reflecting an 84% and 96% increase, respectively, from the prior year. • The Company’s streaming revenues increased to $603 million in 2024, reflecting a 7% increase from the prior year. • The Company’s streaming subscribers increased to 12.4 million, reflecting an 8% increase from December 31, 2023. • We completed significant affiliate renewal activity, representing nearly half of our domestic affiliate subscriber base, including multi-year agreements with Charter, Cox, Verizon, and Cable One, among others. • We entered into an innovative branded non-exclusive content licensing partnership with Netflix to showcase 15 of our most popular shows. • We signed a multi-year renewal agreement with Amazon Prime Video Channels for the global distribution of our entire portfolio of streaming services. • We continued to expand our fast-growing, free ad-supported streaming (“FAST”) channels business, which included 19 total live FAST channel brands representing 136 active channel feeds on 12 different platforms at year end. • We delighted audiences with a high-quality slate of original programming across our networks and streaming services, including: AMC/AMC+’s The Walking Dead: The Ones Who Live, Anne Rice’s Interview with the Vampire, and The Walking Dead: Daryl Dixon; Acorn TV’s Harry Wild and Inspector Ellis; We TV’s Love After Lockup and The Braxtons; HIDIVE’s anime hits OSHI NO KO and I Parry Everything!; Shudder’s Late Night with the Devil and In a Violent Nature and IFC Films’ The Taste of Things and Memoir of a Snail, among many others. Throughout the year, we have worked to update our stockholders on a range of topics including the Company’s business strategy, board of directors, governance and executive compensation practices. We are committed to maintaining an active dialogue with our stockholders and remain focused on creating stockholder value. Thank you for your support and your continued investment in AMC Networks. Sincerely yours,
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
The Annual Meeting of Stockholders of AMC Networks Inc. (the “Company” or “AMC Networks”) will be held via live audio website on Thursday, June 5, 2025, at 10:00 a.m. Eastern Daylight Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visiting www.virtualshareholdermeeting.com/AMCX2025 (there is no physical location for the annual meeting). For further information on how to participate in the meeting, please see General Information, “How do I attend, vote at and ask questions during the annual meeting?” You will need to have your 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the annual meeting. The annual meeting will be held to:
| 1. | Elect the Directors named in the accompanying proxy statement. |
| 2. | Ratify the appointment of the Company’s independent registered public accounting firm. |
| 3. | Hold an advisory vote to approve Named Executive Officer compensation. |
| 4. | Approve the Company’s Amended and Restated 2016 Employee Stock Plan. |
| 5. | Approve the Company’s redomestication to the State of Nevada by conversion. |
| 6. | Conduct such other business as may be properly brought before the meeting. |
Only stockholders of record on April 7, 2025 may vote at the meeting.
The Company is pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the impact of the Company’s annual meeting on the environment.
Your vote is important. We urge you to vote as soon as possible by telephone, over the Internet or by mailing a proxy card. If you choose to vote by mail, please sign and return the proxy card in the envelope provided.
By order of the Board of Directors,
Anne G. Kelly Corporate Secretary
New York, New York
April 25, 2025
AMC Networks Inc., 11 Penn Plaza, New York, NY 10001
PROXY STATEMENT SUMMARY
We present here a summary of important information in this proxy statement. Please review the complete proxy statement before you vote.
2024 Business Highlights
Below are some key highlights from our last completed fiscal year:
In 2024, AMC Networks delivered solid financial results as we continued to adapt and innovate amidst a competitive and fast changing media environment. We are pleased with the progress we have made to reorient the business around free cash flow generation as we focus on three key areas that we believe will drive our business forward – high-quality programming, innovative distribution partnerships and profitability. The following are a few of our 2024 business highlights:
| • | The Company achieved net cash provided by operating activities of $376 million and free cash flow of $331 million in 2024, reflecting a 84% and 96% increase, respectively, from the prior year. |
| • | The Company’s streaming revenues increased to $603 million in 2024, reflecting a 7% increase from the prior year. |
| • | The Company’s streaming subscribers increased to 12.4 million as of December 31, 2024, reflecting an 8% increase from December 31, 2023. |
| • | We completed significant affiliate renewal activity, representing nearly half of our domestic affiliate subscriber base, including multi-year agreements with Charter, Cox, Verizon, and Cable One, among others. |
| • | We entered into an innovative branded non-exclusive content licensing partnership with Netflix to showcase 15 of our most popular shows. |
| • | We signed a multi-year renewal agreement with Amazon Prime Video Channels for the global distribution of our entire portfolio of streaming services. |
| (1) | Free cash flow is a non-GAAP measure. See Annex A for the calculation of this measure and for a reconciliation to the nearest GAAP measure. |
| (2) | Adjusted operating income is a non-GAAP measure. See Annex A for the calculation of this measure and for a reconciliation to the nearest GAAP measure. |
| • | We continued to expand our fast-growing FAST channels business, which included 19 total live FAST channel brands representing 136 active channel feeds on 12 different platforms at year end. |
| • | We delighted audiences with a high-quality slate of original programming across our networks and streaming services, including: AMC/AMC+’s The Walking Dead: The Ones Who Live, Anne Rice’s Interview with the Vampire, and The Walking Dead: Daryl Dixon; Acorn TV’s Harry Wild and Inspector Ellis; We TV’s Love After Lockup and The Braxtons; HIDIVE’s anime hits OSHI NO KO and I Parry Everything!; Shudder’s Late Night with the Devil and In a Violent Nature and IFC Films’ The Taste of Things and Memoir of a Snail, among many others. |
| • | We received awards recognition for our content, including: |
| • | Anne Rice’s Interview with the Vampire (AMC/AMC+): Critics Choice Awards nominations. |
| • | The Walking Dead Universe (AMC/AMC+): Saturn Awards wins. |
| • | Planet Earth III (BBC America): Emmy Awards nominations. |
| • | The Boulet Brothers’ Dragula (Shudder): Emmy Awards nominations. |
| • | Memoir of a Snail (IFC Films): Academy Awards, Golden Globe Awards, Critics Choice Awards and Annie Animation Awards nominations. |
| • | Blackberry (IFC Films): Film Independent Spirit Awards nominations. |
| • | Late Night with the Devil (IFC Films/Shudder): Saturn Awards and Fangoria Chainsaw Awards wins. |
| • | V/H/S/Beyond (Shudder): Critics Choice Awards nominations. |
| • | HIDIVE (multiple series): 18 Crunchyroll Anime Awards nominations (including “Anime of the Year” and “Best Drama”) and 1 win. |
ii
Director Nominees
The board of directors of AMC Networks Inc. (the “Board of Directors” or “Board”) has nominated thirteen director candidates: five Class A nominees and eight Class B nominees. Each director is nominated for a term to expire at the 2026 annual meeting of the Company’s stockholders. Our directors have significant management, leadership and industry experience. In addition to these valuable attributes, our independent Class A nominees, elected by our Class A stockholders, also bring extensive knowledge of the media industry, enabling them to provide effective independent oversight of strategy and management’s execution of strategic initiatives, which is complemented by the valuable institutional knowledge of the Company that our Class B nominees, elected by our Class B stockholders provide. The Board is currently comprised of 54% independent directors. See Proposal 1 — Election of Directors, “Directors Elected By Class A Common Stockholders” and “Directors Elected By Class B Common Stockholders” in this proxy statement for detailed information about each director’s background, skills and qualifications.
| Name | Director Since | Principal Occupation | Committees |
|---|---|---|---|
| Directors Elected By Class A Common Stockholders | |||
| Matthew C. Blank | 2022 | • Senior Advisor, The Raine Group, LLC | — |
| Joseph M. Cohen | 2022 | • Chairman and Chief Executive Officer, West Ridge Associates | — |
| Debra G. Perelman | 2023 | • Former President and Chief Executive Officer, Revlon, Inc. | Audit |
| Leonard Tow | 2011 | • Chief Executive Officer, New Century Holdings LLC | Compensation (Chair); Audit |
| Carl E. Vogel | 2013 | • Private Investor • Industry Advisor, KKR & Co Inc. | Audit (Chair) |
| Directors Elected By Class B Common Stockholders | |||
| James L. Dolan Chairman of the Board of Directors | 2011 | • Executive Chairman and Chief Executive Officer, Madison Square Garden Entertainment Corp. and Sphere Entertainment Co. • Executive Chairman, Madison Square Garden Sports Corp. | — |
| Christopher J. Cox | 2024 | • Founder and principal of Cox ADR LLC • Former partner with Hogan Lovells LLP | — |
| Aidan J. Dolan | 2021 | • Manager and Performer, Upright Man | — |
| Patrick F. Dolan | 2011 | • Former Senior Network Advisor, News 12 Networks | — |
| Thomas C. Dolan | 2011 | • Former Executive Vice President-Strategy and Development, Office of the Chairman, Cablevision Systems Corporation | — |
| Stephen C. Mills | 2024 | • Former President and General Manager, New York Knicks | — |
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| Name | Director Since | Principal Occupation | Committees |
|---|---|---|---|
| Directors Elected By Class B Common Stockholders | |||
| Brian G. Sweeney | 2011 | • Former President and Chief Financial Officer, Cablevision Systems Corporation | — |
| Vincent Tese | 2016 | • Chairman of ICE Clear Credit LLC • Former Chief Executive Officer of the New York State Urban Development Corporation • Former Executive Chairman of FCB Financial Holdings Inc., and its subsidiary Florida Community Bank | Compensation |
Executive Compensation Highlights
We, as a company, place great importance on our ability to attract, retain, motivate and reward experienced executive officers. The Company strives to do so by developing executive compensation policies and programs that are consistent with, explicitly linked to, and supportive of, the strategic objectives of growing the Company’s businesses and maximizing stockholder value. In particular, we believe that the majority of compensation should be at risk and contingent on Company performance.
The primary elements of 2024 executive compensation were base salary, an annual cash incentive award and long-term incentive awards in the form of restricted stock units, which vest ratably over three years, and cash performance awards that cliff vest at the end of three years based on the achievement of specified performance metrics. In 2024, in-line with our commitment to aligning pay with Company performance, 81% of the total target compensation to Ms. Dolan, our CEO, and 70% of the total target compensation to our other named executive officers (“NEOs”) was“at-risk.” In this way, a significant portion of the value of compensation ultimately realized by our NEOs depended upon either the Company’s performance against key performance measures that align with our business strategy, or the direct performance of our stock and thus, the experience of our stockholders. For the full list of our NEOs, please refer to the “Compensation Discussion and Analysis” section of this proxy statement.
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2024 NEO Total Direct Compensation Program Structure
| Component | Pay for Performance Rationale | Performance Period | ||||
|---|---|---|---|---|---|---|
| Base Salary | • Based on level and merit and benchmarking against relevant peers | N/A | ||||
| Annual Cash Incentives | • Based on the Company’s overall annual performance, which was calculated based on achievement of (i) the Company’s four strategic goals (see page 89 for a description of these goals) and (ii) specified AOI and free cash flow financial targets. | One year | ||||
| Long-Term Incentive Awards | Cash Performance Awards (CPAs) • 50% to all of our NEOs | • AOI • Free cash flow • Distribution share and viewership | Three one-year performance periods averaged and subject to modifier tied to three-year performance | |||
| Restricted Stock Units (RSUs) • 50% to all of our NEOs | • Stock Performance | Vests ratably over three years | ||||
2024 CEO Annual Compensation Decision Mix*
v
2024 Non-CEO NEO Annual Compensation Decision Mix
| * | The percentages in the 2024 CEO Annual Compensation Decision Mix are based on Ms. Dolan’s compensation in 2024. |
|---|
| ** | The percentages in the 2024 NEO Annual Compensation Decision Mix do not include Mr. Romanello’s compensation as he did not join the Company until December 10, 2024. |
|---|
| Compensation Governance Practices | |
|---|---|
| ✓ | Align pay and performance |
| ✓ | Majority of compensation is at risk |
| ✓ | Engage in rigorous target-setting process for incentive metrics |
| ✓ | Prohibit hedging and short sales by all employees |
| ✓ | Prohibit pledging of Company stock and require pre-approval of trading by directors and executive officers |
| ✓ | No excise tax gross up provisions |
| ✓ | No dividends or dividend equivalents on unvested equity awards |
| ✓ | Maintain a clawback policy for erroneously awarded compensation to our executive officers compliant with SEC rules and include additional clawback provisions in our equity awards |
| ✓ | Stockholder feedback incorporated into compensation program reviews |
| ✓ | Retention of Pay Governance LLC, an independent compensation consultant |
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Corporate Governance Highlights
We are committed to ensuring that our Board is accountable to, and acts in the best interests of, all our stockholders, notwithstanding our status as a controlled company. We have implemented a number of strong governance practices and policies to promote independent leadership in the boardroom and the protection of stockholder rights.
| Commitment to Sound Governance Practices as a Controlled Company | |
|---|---|
| ✓ | Annual election of directors, with directors serving one-year terms |
| ✓ | Robust director nomination criteria, including considering whether directors have perspectives, backgrounds and experiences relevant to the Company’s strategic priorities, and the ability to serve the interests of both Class A and Class B stockholders |
| ✓ | Majority independent Board and Audit and Compensation comprised 100% of independent directors |
| ✓ | Executive sessions with only independent directors at least twice a year, facilitated by independent Class A director committee chairs |
| ✓ | Effective Board self-evaluations conducted at least annually |
| ✓ | Regular engagement with stockholders regarding business strategy and performance, Board, corporate governance and executive compensation practices |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.