AMC Global Media Inc.
For the period ended Jun 16, 2026. Filed Apr 30, 2026.
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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.
Jun 16, 2026 · Filed Apr 30, 2026
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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 Global Media 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 30, 2026 Dear Stockholder: You are cordially invited to attend the AMC Global Media annual meeting of stockholders, which will be conducted via live audio webcast on Tuesday, June 16, 2026 at 10:00 a.m. Eastern 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/AMCX2026. 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 2025, AMC Global Media 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 2025 business highlights: • The Company achieved net cash provided by operating activities of $306 million and free cash flow of $272 million. • The Company’s streaming revenues increased to $677 million, representing our largest single source of domestic revenue and reflecting a 12% increase from the prior year. • The Company strengthened its balance sheet by reducing long-term debt by $591 million. • We advanced our targeted streaming business across multiple fronts by launching a new unscripted service All Reality, relaunching Sundance Now as the definitive streaming home for independent film, and surpassing one million paid subscribers for HIDIVE. • We acquired the outstanding minority interest in RLJ Entertainment, providing the Company with 100% ownership of important RLJ Entertainment assets including Acorn TV, ALLBLK and RLJE Films and a substantial investment in Agatha Christie Limited. • We continued to put content at the center of everything we do and brought audiences a dynamic slate of high-quality, original programming across our streaming services and networks. 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. As we look to the year ahead, we are excited about the opportunities before us and remain confident in management’s ability to lead the Company through this pivotal moment in its evolution. Our 2026 strategic priorities reflect our commitment to accelerating the Company’s transformation to a streaming-first company, enhancing customer experiences and maintaining our multi-year financial pathway to deliver growth and long-term value for our stockholders. Thank you for your support and your continued investment in AMC Global Media. Sincerely yours,
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
AMC Global Media Inc.
The Annual Meeting of Stockholders of AMC Global Media Inc. (the “Company” or “AMC Global Media”) will be held via live audio webcast on Tuesday, June 16, 2026, at 10:00 a.m. Eastern 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/AMCX2026 (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 2011 Stock Plan for Non-Employee Directors. |
| 5. | Conduct such other business as may be properly brought before the meeting. |
Only stockholders of record on April 20, 2026 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 30, 2026
AMC Global Media 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.
2025 Business Highlights
Below are some key highlights from our last completed fiscal year:
In 2025, AMC Global Media continued to adapt and innovate amidst a competitive and fast changing media environment. We are pleased with the progress we have made to focus the business around free cash flow generation as we continue to 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 2025 business highlights:
| • | The Company achieved net cash provided by operating activities of $306 million and free cash flow of $272 million. |
| • | The Company’s streaming revenues increased to $677 million, reflecting a 12% increase from the prior year. |
| • | The Company strengthened its balance sheet by reducing long-term debt by $591 million. |
| • | We completed significant affiliate renewal activity, representing more than a third of our subscriber footprint in the US and Canada, including renewed agreements with DirecTV, National Content & Technology Cooperative, Philo, and Eastlink in Canada, among others. |
| • | We advanced our targeted streaming business across multiple fronts by launching a new unscripted service All Reality, relaunching Sundance Now as the definitive streaming home for independent film, and surpassing one million paid subscribers for HIDIVE. |
| • | We acquired the outstanding minority interest in RLJ Entertainment providing the Company with 100% ownership of important RLJ Entertainment assets including Acorn TV, ALLBLK and RLJE Films and a substantial investment in Agatha Christie Limited. |
| (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 at year end included 33 total live FAST channel brands representing 215 active channel feeds on 23 different platforms. |
| • | We delighted audiences with a high-quality slate of original programming across our networks and streaming services, including: AMC/AMC+’s Dark Winds, The Walking Dead: Daryl Dixon, The Walking Dead: Dead City, Anne Rice’s Talamasca: The Secret Order and Anne Rice’s Mayfair Witches; Acorn TV’s Irish Blood, Art Detectives and Harry Wild; We TV’s Love After Lockup and The Braxtons; HIDIVE’s anime hits My Gift Lvl 9999 Unlimited Gacha and Call of the Night; Shudder’s Clown in a Cornfield and Dangerous Animals, and IFC Films’ The Baltimorons and The Plague, among many others. |
We received awards recognition for our content, including:
| • | Anne Rice’s Interview with the Vampire (AMC/AMC+): Emmy Awards nomination (for hair and makeup) and Television Critics Awards nominations (for Outstanding and Individual Achievement in Drama) |
| • | The Ugly Stepsister (Independent Film Company): Academy Awards nomination |
| • | The Walking Dead Universe (AMC/AMC+): Saturn Awards win |
| • | Planet Earth, Asia (BBC America): Emmy Awards nominations |
| • | The Plague (Independent Film Company): Directors Guild Awards nomination and win; Film Independent Spirit Awards nominations and win; and Critics Choice Awards nominations |
ii
Director Nominees
The board of directors of AMC Global Media (the “Board of Directors” or “Board”) has nominated ten director candidates: three Class A nominees and seven Class B nominees. Each director is nominated for a term to expire at the 2027 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. 40% of our director nominees are 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 | • Consultant, The Raine Group, LLC and Cumulus Media, Inc. | Compensation Audit |
| Debra G. Perelman | 2023 | • Managing Partner, InviNext Growth Partners | Audit |
| Carl E. Vogel | 2013 | • Private Investor • Industry Advisor, KKR & Co Inc. | Compensation (Chair) 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. Madison Square Garden Sports Corp. and Sphere Entertainment Co. | — |
| 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 | — |
| Kristin Dolan | 2026 | • Chief Executive Officer of AMC Global Media Inc. | — |
| Thomas C. Dolan | 2011 | • Former Executive Vice President-Strategy and Development, Office of the Chairman, Cablevision Systems Corporation | — |
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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 | • Former 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 the strategic objectives of growing the Company’s businesses and enhancing the value of the Company. In particular, we believe that the majority of compensation should be at risk and contingent on Company performance.
The primary elements of 2025 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 2025, in-line with our commitment to aligning pay with Company performance, 81% of the total target compensation to Ms. Dolan, our Chief Executive Officer (“CEO”), and 68% 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.
Our independent Compensation Committee regularly evaluates our compensation program to ensure it continues to support ourpay-for-performance philosophy, advances the Company’s strategic objectives, and aligns with long-term stockholder value creation. As a result, the Committee implemented and approved changes in 2025 to further align the compensation program with the Company’s strategic priorities and perspectives shared by stockholders through ongoing engagement efforts. Specifically, the Committee added net revenues as a financial performance metric for determining the annual cash incentive award and, beginning with cash performance awards granted in 2026, will introduce a three-year cumulative free cash flow goal and a stock price modifier measured over three years, in addition to the annual AOI goals historically included in the Company’s long-term incentive program. These enhancements are designed to more closely align the compensation of our NEOs with stockholder interests and are discussed in more detail in the “Compensation Discussion and Analysis” section of this proxy statement.
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2025 NEO Total Direct Compensation Program Structure
| Component | Pay for Performance Rationale | Performance Period | ||||
|---|---|---|---|---|---|---|
| Base Salary | • Based on level and merit and benchmarking against market data sources | N/A | ||||
| Annual Cash Incentives | • Based on the Company’s overall annual performance, which was calculated based on achievement of its (i) pre-established free cash flow, AOI and net revenues financial targets and (ii) four strategic goals (see page 43 for a description of these goals). | One year | ||||
| Long-Term Incentive Awards | Cash Performance Awards (CPAs) • 50% to all of our NEOs | • AOI • Free cash flow • Linear subscribers and share of audience | 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 | ||||
2025 CEO Annual Target Compensation Decision Mix*
v
2025 Non-CEO NEO Annual Target Compensation Decision Mix
| * | The percentages in the 2025 CEO Annual Target Compensation Decision Mix are based on Ms. Dolan’s target compensation in 2025. |
|---|
| ** | The percentages in the 2025 Non-CEO NEO Annual Target Compensation Decision Mix are based on Mr. McDermott’s and Ms. Kelleher’s target compensation in 2025. |
|---|
| 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 |
| ✓ | Require pre-approval of buying and selling 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 an independent compensation consultant |
vi
Corporate Governance Highlights
We are committed to ensuring that our Board is accountable to, and acts with a view to the 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 |
| ✓ | Audit and Compensation committees 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.