AMC Entertainment Holdings Inc.

07/31/2020 | Press release | Distributed by Public on 07/31/2020 11:54

SEC Filing - 8-K

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Certificate Amendment (as defined below) and the Bylaws Amendment (as defined below) affect the rights of the holders of the Company's common stock with respect to the election of directors to the Board of Directors (the 'Board') of AMC Entertainment Holdings, Inc. (the 'Company').

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2020, the Company held its 2020 Annual Meeting of Stockholders (the 'Annual Meeting'). At the Annual Meeting, the Company's stockholders approved the second amendment to the Company's 2013 Equity Incentive Plan (the 'EIP') to increase the number of shares available for awards under the EIP by 5,226,000 shares to 15,000,000 (the 'EIP Amendment'). Other than the increase in shares, no other changes were made to the terms of the EIP.

The foregoing summary of the EIP Amendment does not purport to be complete and is qualified in its entirety by reference to the EIP Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting on July 29, 2020, the Company's stockholders approved an amendment (the 'Certificate Amendment') to Article V.A. of the Company's Third Amended and Restated Certificate of Incorporation (the 'Certificate of Incorporation') to immediately declassify the Board. Pursuant to the Certificate Amendment, the term of each director serving as of the date of the Annual Meeting expired at the Annual Meeting, and commencing with the Annual Meeting, all directors will be elected for one-year terms expiring at the next succeeding annual meeting of stockholders, rather than three-year terms. The Certificate Amendment was filed with the Secretary of State of Delaware on July 29, 2020.

The Board also approved, effective upon stockholder approval of the Certificate Amendment and the filing of the Certificate Amendment with the Secretary of State of Delaware, an amendment (the 'Bylaws Amendment') to Article III Section 2 of the Company's Third Amended and Restated Bylaws to declassify the Board as described above.

The foregoing summary of the Certificate Amendment and the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate Amendment and the Bylaws Amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and both of which are incorporated herein by reference.