Shareholder Vote

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): November 8, 2023   AMC ENTERTAINMENT HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter)   ​ ​ ​ ​ ​ ​ Delaware   001-33892   26-0303916 (State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification Incorporation)       Number)   One AMC Way 11500 Ash Street , Leawood , KS 66211 (Address of Principal Executive Offices, including Zip Code) ​ ( 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)) ​ Title of each class    Trading Symbol    Name of each exchange on which registered Class A common stock AMC New York Stock Exchange ​ 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 ☐ ​ 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. ☐ ​ ​ Item 5.07. Submission of Matters to a Vote of Security Holders. On November 8, 2023, AMC Entertainment Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 100,710,022 out of 198,356,898 eligible shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. For the non-routine matters of electing directors and approving executive compensation on an advisory basis, 40,553,733 shares were voted after excluding broker non-votes. For the non-routine matters of amending the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), broker non-votes had the same effect as a vote against the proposal.  For purposes of this report, all share and vote counts are rounded to the nearest whole number. The matters submitted to stockholders at the Annual Meeting and the voting results were as follows: Proposal 1: Amendment of the Company’s Certificate of Incorporation to declassify the Board of Directors, shorten all existing terms to expire at the Annual Meeting, and make certain other immaterial changes to the Certificate of Incorporation Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to declassify the board of directors of the Company (the “Board of Directors”), shorten all existing terms to expire at the Annual Meeting, and make certain other immaterial changes to the Certificate of Incorporation. For   Against   Abstain   Broker Non-Votes   34,083,924   5,744,606   725,204   60,156,289   ​ Proposal 2(b): Election of Directors Because Stockholders failed to approve Proposal 1, Proposal 2(a) was not presented to the Stockholders. Stockholders elected all Class III director nominees to hold office for terms expiring at the Company’s 2026 annual meeting of stockholders. Nominee   For   Withheld   Broker Non- Votes   Ms. Denise M. Clark 28,399,165 12,154,568 60,156,289 Ms. Keri S. Putnam 28,494,041 12,059,692 60,156,289 ​ Proposal 3: Amendment of the Company’s Certificate of Incorporation to eliminate the prohibition against Stockholders acting by written consent Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent. For   Against   Abstain   Broker Non-Votes   33,562,764   6,347,003   643,966   60,156,289   ​ Proposal 4: Amendment of the Company’s Certificate of Incorporation to remove the limitation on Stockholders’ ability to call special meetings Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to remove the limitation on stockholders’ ability to call special meetings. 2 ​ For   Against   Abstain   Broker Non-Votes   33,860,337   6,152,633   540,763   60,156,289   ​ Proposal 5: Amendment of the Company’s Certificate of Incorporation to expand the exculpation provision to limit the liability of certain officers Stockholders failed to approve the amendment of the Company’s Certificate of Incorporation to expand the exculpation provision to limit the liability of certain officers. For   Against   Abstain   Broker Non-Votes   24,363,684   15,494,936   695,113   60,156,289   ​ Proposal 6: Ratification of the Appointment of the Independent Registered Public Accounting Firm Stockholders ratified the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2023. For   Against   Abstain   Broker Non-Votes   83,129,480   15,521,928   2,058,614   0   ​ Proposal 7: Non-Binding Advisory Vote on Executive Compensation Stockholders failed to approve, on a non-binding advisory basis, the compensation paid to our named executive officers. For   Against   Abstain   Broker Non-Votes   19,565,042   20,442,308   546,384   60,156,289   ​ ​ Item 9.01 Financial Statements and Exhibits. (d) Exhibits ​ Exhibit No. Exhibit Description 104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ ​ ​ ​ ​ ​ 3 ​ SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     ​ ​ ​ ​   AMC ENTERTAINMENT HOLDINGS, INC.         Date: November 9, 2023 By: /s/ Kevin M. Connor   Name: Kevin M. Connor   Title: Senior Vice President, General Counsel and Secretary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4 ​