8-K: Current report filing

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2024

AMC ENTERTAINMENT HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

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One AMC Way

11500 Ash Street, Leawood, KS 66211

(Address of Principal Executive Offices, including Zip Code)

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(913) 213-2000

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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Effective September 12, 2024, the Board of Directors (the “Board”) of AMC Entertainment Holdings, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, fixed the number of directors constituting the Board at 11 directors and elected Marcus Glover as a Class I director to serve until the Company’s 2027 Annual Meeting of Stockholders.

The Board has affirmatively determined that Mr. Glover qualifies as an “independent director” under the New York Stock Exchange listing requirements and meets the heightened standards of independence for audit committee membership under the applicable rules of the Securities and Exchange Commission (the “SEC”).  The Board has also determined that Mr. Glover qualifies as an “audit committee financial expert” under the criteria set forth in Item 407(d)(5) of Regulation S-K.  The Board appointed Mr. Glover to serve on the Audit Committee of the Board. 

Mr. Glover will receive the standard compensation for non-employee directors, as described in the section entitled “Non-Employee Director Compensation” in the Company’s proxy statement filed with the SEC on April 24, 2024.   In addition, Mr. Glover has an indemnification agreement with the Company pursuant to which the Company will indemnify him from certain liabilities that may arise by reason of his status as a director and to advance certain expenses incurred by him. The form of indemnification agreement was filed as Exhibit 10.26 to the Company’s Form S-1 Registration Statement, filed with the SEC on November 22, 2013, as amended, and the terms of the indemnification agreement are incorporated herein by reference. 

There are no arrangements or understandings between Mr. Glover and any other persons pursuant to which he was selected to be a director of the Company. There are no transactions between Mr. Glover, on the one hand, and the Company on the other, that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  

Item 7.01. Regulation FD Disclosure.

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On September 16, 2024, the Company issued a press release announcing the election of Mr. Glover to the Board.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the  Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

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Item 9.01 Financial Statements and Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has du1y caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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