UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
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Filed by a Party other than the Registrant ¨
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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AMC ENTERTAINMENT HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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INVESTOR RELATIONS:
John Merriwether, 866-248-3872
InvestorRelations@amctheatres.com
MEDIA CONTACTS:
Ryan Noonan, (913) 213-2183
rnoonan@amctheatres.com
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FOR IMMEDIATE RELEASE
AMC
ENTERTAINMENT HOLDINGS, INC. ANNOUNCES
SHAREHOLDER
COUNT
As
of June 2, AMC had approximately 4.1 million shareholders eligible to vote at the upcoming Shareholder Meeting
LEAWOOD,
KANSAS - (June 9, 2021) -- Fulfilling a commitment to release share count data, AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC”
or “the Company”) is today providing the following information:
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As
previously disclosed, there were 501,780,240 shares outstanding as of June 2, 2021, the record
date for the Shareholder Meeting scheduled for July 29, 2021.
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As
of June 2, there were approximately 4.1 million 1 individual shareholders eligible
to vote at the upcoming Shareholder Meeting.
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Advance
voting will begin on June 16, with most shareholders eligible to vote by internet through
11:59 PM Eastern Daylight Time on July 28.
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AMC’s
definitive proxy statement will be filed on June 16. Shortly thereafter, voting materials
and a notice of the Shareholder Meeting will be sent to individual investors. Such investors
are encouraged to reach out to their brokers in the latter part of June or early in July
if these materials have not yet been received from their brokers.
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Commenting
about the share count, AMC President and CEO Adam Aron said, “The number of investors who want to own a part of AMC continues to
increase and now stands at approximately 4.1 million. More than 80% of AMC shares are held by a broad base of retail investors with an
average holding of around 120 shares. Some hold more and some hold less, however, each and every shareholder is important to AMC. Each
shareholder has a critical role to play in AMC’s future by having their voice heard by voting at our upcoming Shareholder Meeting.
By voting in favor of the proposals, together we can help position AMC, in its 101st year of business, for continued success
over the next century.”
1 Information as reported to AMC by brokers through their
proxy intermediaries
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
950 theatres and 10,500 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, web site 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, www.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 www.investor.amctheatres.com to sign up for email alerts.
Additional
Information and Where to Find It
This communication
may be deemed solicitation material in respect of the Annual Meeting of stockholders (the “Annual Meeting”) of AMC Entertainment
Holdings, Inc. (“AMC” or the “Company”). This communication does not constitute a solicitation of any vote or
approval. In connection with the Annual Meeting, the Company filed a preliminary proxy statement with the SEC on June 3, 2021 and plans
to file with the Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to its stockholders a definitive
proxy statement regarding the business to be conducted at the Annual Meeting. The Company may also file other documents with the SEC
regarding the business to be conducted at the Annual Meeting. This document is not a substitute for the proxy statement or any other
document that may be filed by the Company with the SEC.
BEFORE MAKING
ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS THERETO, AND,
WHEN AVAILABLE THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY THE COMPANY
WITH THE SEC IN CONNECTION WITH THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED
AT THE ANNUAL MEETING.
Stockholders
may obtain a free copy of the proxy statement and other documents the Company files with the SEC (when available) through the website
maintained by the SEC at www.sec.gov. The Company makes available free of charge on its investor relations website at www.investor.amctheatres.com
copies of materials it files with, or furnishes to, the SEC.
Participants
in the Solicitation
The Company
and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders in connection with the business to be conducted at the Annual Meeting. Security holders
may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 12, 2021
(the “2021 Form 10-K”). To the extent the holdings of the Company’s securities by the Company’s directors and
executive officers have changed since the amounts set forth in the Company’s 2021 Form 10-K, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Forward
Looking Statements
This communication
includes “forward-looking statements” within the meaning of the federal securities laws. In many cases, these forward-looking
statements may be identified by the use of words such as “will,” “may,” “could,” “would,”
“should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,”
“indicates,” “projects,” “goals,” “objectives,” “targets,” “predicts,”
“plans,” “seeks,” and variations of these words and similar expressions. Examples of forward-looking statements
include statements we make regarding the impact of COVID-19, future attendance levels and our liquidity. Any forward-looking statement
speaks only as of the date on which it is made. These forward-looking statements may include, among other things, statements related
to AMC’s current expectations regarding the performance of its business, financial results, liquidity and capital resources, and
the impact to its business and financial condition of, and measures being taken in response to, the COVID-19 virus, and are based on
information available at the time the statements are made and/or management’s good faith belief as of that time with respect to
future events, and are subject to risks, trends, uncertainties and other facts that could cause actual performance or results to differ
materially from those expressed in or suggested by the forward-looking statements. These risks, trends, uncertainties and facts include,
but are not limited to, risks related to: AMC’s ability to obtain additional liquidity, which if not realized or insufficient to
generate the material amounts of additional liquidity that will be required unless it is able to achieve more normalized levels of operating
revenues, likely would result in AMC seeking an in-court or out-of-court restructuring of its liabilities; the potential impact of AMC’s
existing or potential lease defaults; the impact of the COVID-19 virus on AMC, the motion picture exhibition industry, and the economy
in general, including AMC’s response to the COVID-19 virus related to suspension of operations at theatres, personnel reductions
and other cost-cutting measures and measures to maintain necessary liquidity and increases in expenses relating to precautionary measures
at AMC’s facilities to protect the health and well-being of AMC’s customers and employees; AMC’s significant indebtedness,
including its borrowing capacity and its ability to meet its financial maintenance and other covenants; the manner, timing and amount
of benefit AMC receives under the CARES Act or other applicable governmental benefits and support; the impact of impairment losses; motion
picture production and performance; AMC’s lack of control over distributors of films; intense competition in the geographic areas
in which AMC operates; increased use of alternative film delivery methods or other forms of entertainment; shrinking exclusive theatrical
release window; AMC Stubs A-List not meeting anticipated revenue projections; general and international economic, political, regulatory
and other risks; limitations on the availability of capital; AMC’s ability to refinance its indebtedness on favorable terms; availability
of financing upon favorable terms or at all; risks relating to impairment losses, including with respect to goodwill and other intangibles,
and theatre and other closure charges; and other factors discussed in the reports AMC has filed with the SEC. Should one or more of these
risks, trends, uncertainties or facts materialize, or should underlying assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by the forward-looking statements contained herein. Accordingly, you are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date they are made. Forward-looking statements should not be
read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such
performance or results will be achieved. For a detailed discussion of risks, trends and uncertainties facing AMC, see the section entitled
“Risk Factors” in the Company’s 2021 Form 10-K filed with the SEC, and the risks, trends and uncertainties identified
in its other public filings. AMC does not intend, and undertakes no duty, to update any information contained herein to reflect future
events or circumstances, except as required by applicable law.
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Source:
AMC Entertainment Holdings
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