AMC Entertainment Shareholders Reject Governance Changes, Back Equity Plan

Key Points

• AMC shareholders rejected several governance proposals, including board declassification, written-consent rights and expanded special-meeting access, while electing Denise Clark, Sonia Jain and Keri Putnam as Class 3 directors.
• Investors approved an increase in shares available under AMC’s equity incentive plan and ratified Ernst & Young as auditor, but the advisory executive-compensation vote failed to win majority support.
• AMC expects to close a $3.97 billion refinancing around Oct. 5 and said improving box-office trends, higher per-patron spending and cost controls are supporting profitability.

AMC Entertainment NYSE: AMC shareholders rejected several corporate-governance amendments at the company’s 2026 annual meeting, while approving an increase in shares available under its equity incentive plan and electing three Class 3 directors.

Chairman and Chief Executive Officer Adam Aron said the meeting had a quorum, with approximately 553 million shares, or about 62% of the 892.6 million shares outstanding as of the record date, voted before the meeting. For non-routine matters where brokers could not vote at their discretion, participation was approximately 42%, according to General Counsel and Secretary Edwin Gladbach.

Shareholders Reject Governance Amendments

A proposal to declassify AMC’s board, shorten existing director terms and remove restrictions on the number of directors failed because it did not receive support from a majority of outstanding shares. The failure meant shareholders proceeded to elect Class 3 directors for terms ending at the 2029 annual meeting.

Denise Clark, Sonia Jain and Keri Putnam were elected as directors. Shareholders also rejected proposals that would have eliminated the prohibition on stockholder action by written consent and removed limits on stockholders’ ability to call special meetings.

Meanwhile, shareholders approved an amendment to the company’s 2024 Equity Incentive Plan that increases the number of common shares available under the plan. They also ratified Ernst & Young LLP as AMC’s independent public accounting firm for 2026.

The advisory vote on named executive officer compensation did not receive support from a majority of votes cast. Shareholders approved holding the non-binding executive-compensation vote annually. They also approved a proposal permitting adjournment if needed for additional proxy solicitation, though AMC said an adjournment was not necessary.

Aron said that some governance measures have received a majority of votes cast but failed to clear the higher Delaware-law threshold requiring approval by a majority of shares outstanding. He encouraged investors to vote at future meetings.

Refinancing Expected to Close in October

During the shareholder question-and-answer session, Aron said AMC had priced a refinancing transaction involving $3.97 billion of new term loans and bonds in a private offering. The transaction is expected to close on or around Oct. 5, subject to customary closing conditions.

AMC expects to use the proceeds to refinance its existing term loan, Odeon term loan and certain other outstanding indebtedness. Aron said the company could not publicly comment further on the transaction before closing.

Management Cites Box Office Recovery

Aron attributed much of AMC’s prior share-price pressure to a slower-than-expected post-pandemic recovery in the movie theater industry. He said domestic box office in 2023, 2024 and 2025 was between $8.7 billion and $9 billion annually, about 20% below the level of the five years before COVID-19.

He said industry box office has improved substantially since March 2026, following releases including Project Hail Mary. Aron said AMC’s stock price had approximately tripled from its March 2026 low of $0.93 per share, while the company’s first-half EBITDA was $228 million above the prior-year period.

Aron did not provide earnings guidance for 2028 or other future periods, reiterating that AMC does not issue formal financial guidance. However, he said management viewed the movie release slate for the balance of 2026, 2027 and 2028 favorably and was “bullish” on the industry’s prospects.

Revenue Per Patron and Cost Controls

Chief Financial Officer Sean Goodman said AMC has focused on improving profitability through higher revenue and profit per patron while managing costs. He said food-and-beverage offerings, movie-themed merchandise, alcoholic beverages and themed cocktails have helped increase revenue per patron.

Goodman said AMC’s revenue per patron and profit per patron were more than 50% above 2019 levels, while costs had not risen at the same rate. He also said consolidated rent expense in 2025 was slightly lower than it had been in 2019, despite inflation over the intervening period.

Aron said the company closed roughly 200 older theaters following the pandemic and opened about 60 new theaters, which he said generate more revenue than the closed locations. He also highlighted AMC Stubs, A-List, premium large-format screens, laser projection and movie-themed merchandise as contributors to revenue growth. Aron said movie-themed merchandise sales were trending toward $100 million in annual global revenue.

Addressing questions about tokenization and brand use, Aron said AMC objected to Robinhood’s offering of stock tokens to non-U.S. persons through a Jersey-based subsidiary. He said the Securities and Exchange Commission had subsequently issued guidance that, in his view, supported companies’ ability to object to tokenization of their securities. Aron also said AMC was aware of alleged trademark infringement involving meme coins and intended to pursue “strong action” after its refinancing closes.

About AMC Entertainment (NYSE:AMC)

AMC Entertainment Holdings, Inc is a movie exhibition company that operates cinemas in the United States and internationally. Its theaters show first-run films and offer a range of viewing formats, including premium large-screen, enhanced sound and 3D experiences, along with reserved seating and other in-theater amenities.

The company generates revenue primarily from movie admissions and the sale of food and beverages, including popcorn, drinks and other concessions. AMC also operates advertising and promotional programs, loyalty offerings through AMC Stubs, and initiatives that extend its cinema brand beyond traditional theater operations, including the sale of AMC-branded popcorn through retail channels.

AMC traces its history to 1920, when the Dubinsky Brothers opened their first theater in Kansas City, Missouri.

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