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AMC ENTERTAINMENT HOLDINGS, INC.

One AMC Way
11500 Ash Street
Leawood, Kansas 66211

PROXY STATEMENT
FOR A SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 14, 2023

This proxy statement contains information related to the ~~ongoing coronavirus (COVID-19) pandemic, we may impose additional procedures or limitations on meeting attendees or may decide to hold the Annual~~Special Meeting ~~in a different location or solely by means~~ of ~~remote communication (i.e.~~Stockholders (the “Special Meeting”) of AMC Entertainment Holdings, Inc., a ~~virtual-only meeting). We plan to announce any such updates regarding~~Delaware corporation (“AMC,” the Annual Meeting by issuing a press release and filing the press release as definitive additional soliciting material with the SEC. We encourage you to regularly check these resources prior to the Annual Meeting if you plan to attend.

“~~Important Notice Regarding the Availability of Proxy Materials~~
~~for Stockholder Meeting~~Company,” “we,” “our” or “us”) to be held on ~~July 29, 2021.~~

Pursuant to rules promulgated by the SEC, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. Instead of mailing paper copies of our proxy materials, we sent stockholders the Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on July 29, 2021, with instructions for accessing the proxy materialsMarch 14, 2023 at 11:00 a.m. (Central Time) at AMC Theatre Support Center, located at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211, and voting via the Internet (the "Notice"). In accordance with the SEC notice and access rule, the Notice allows us to provide our stockholders with the information they need to vote through various means, while reducing the costs and environmental impact of printing and delivering proxy materials. The Notice is not a proxy and cannot be used to authorize a proxy to vote your shares. The Notice, which was mailed onat any adjournments or around June 16, 2021 also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. If you receive a Notice this year, you will not receive paper copies of the Proxy Materials unless you request the materials by following the instructions on the Notice. The Proxy Statement and our 2020 Annual Report may be accessed at www.proxyvote.com and investor.amctheatres.com. As discussed in the Proxy Statement, certain stockholders were sent a full set of printed proxy materials or an email with instructions on how access the proxy materials electronically, based on their previously indicated delivery preferences.

postponements thereof. This proxy statement, ~~and~~along with the accompanying Notice of Special Meeting of Stockholders and a form of proxy or voting instruction card, summarizes the information you need to know to vote by proxy or in person at the Special Meeting and are being mailed to (i) all holders of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) and (ii) holders of shares of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Series A Preferred Stock”) on the books of Computershare Trust Company, N.A. (or AMC Preferred Equity Units (“APEs”) representing such shares of Series A Preferred Stock), each of whom are entitled to vote at the Special Meeting. Below are answers to certain questions that you may have regarding the Special Meeting. We urge you to read carefully the remainder of this proxy statement because the information in this section may not provide all the information that you may consider important in determining how to vote.

This proxy statement is first being ~~made available~~mailed to ~~stockholders~~holders of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) beginning on or about ~~June 16, 2021.~~February [•], 2023. The costs of this proxy solicitation will be borne by the Company, which maintains its principal executive offices at One AMC Way, 11500 Ash Street, Leawood, KS 66211.

If you have any questions regarding the proxy statement, you may contact D.F. King & Co., Inc., our proxy solicitor, toll-free at (800) ~~249-7120~~859-8511 or collect at (212) 269-5550 or email at AMC@dfking.com.


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~~VOTING AT THE ANNUAL MEETING~~

~~The only outstanding voting securities~~

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QUESTIONS AND ANSWERS
ABOUT THE PROXY MATERIALS AND SPECIAL MEETING

Why am I receiving these materials?

This proxy statement and the enclosed form of proxy are furnished in connection with the ~~Company are its~~solicitation of proxies by the AMC Board of Directors (the “Board”) for use at the Special Meeting and any postponements or adjournments thereof. Holders of shares of ~~Class A common stock (the "Common Stock"). All of the Company's remaining authorized Class B Common Stock has been forfeited or converted to~~ Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) are requested to vote on the items of business described in this proxy statement. The proxy statement is being mailed on or about February [•], 2023 to all holders of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) entitled to vote at the Special Meeting.

What is the effect of the Charter Amendment Proposals on the Common Stock?

If the Reverse Stock Split is approved and implemented, every 10 shares of issued and outstanding Common Stock you own will be automatically converted into one share of Common Stock.

On an aggregate basis, the number of our outstanding shares of Common Stock as of February 8, 2023, the record date for the Special Meeting, would decrease from [517,580,416] to approximately [51,758,042] shares of Common Stock. In addition if the Charter Amendment Proposals are approved, [9,298,497] shares of Series A Preferred Stock (represented by [929,849,612] APEs), as of the record date, will convert into [92,984,970] shares of Common Stock, resulting in a combined total of approximately [144,743,012] shares of Common Stock. Subject to the approval of the Share Increase Proposal, our total number of shares of Common Stock authorized for issuance would be 550,000,000 shares of Common Stock.

No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. Stockholders holding Common Stock in “street name” through a bank, broker, or other nominee should note that such banks, brokers, or other nominees may have different procedures for processing the Reverse Stock Split and making payment for fractional shares than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker, or other nominee and if you have questions in this regard, you are encouraged to contact such bank, broker or nominee.

Will the new Common Stock be issued under a new CUSIP?

Yes. If the Reverse Stock Split is approved and implemented, every 10 shares of issued and outstanding Common Stock you own will be automatically converted into one share of Common Stock issued under a new CUSIP, and new shares of Common Stock issued upon conversion of Series A Preferred Stock and APEs will be also issued under that same new CUSIP.

What is the effect of the Charter Amendment Proposals on the Series A Preferred Stock and APEs?

Each APE currently represents 1/100th of a share of Series A Preferred Stock. Each share of Series A Preferred Stock in turn is currently, subject to the terms thereof, convertible into 100 shares of Common Stock and is entitled to vote on the same basis as 100 shares of Common Stock. Accordingly, 1/100th of a share of Series A Preferred Stock is currently entitled to one vote (equating to one vote per APE). As of February 8, 2023, [9,298,497] shares of Series A Preferred Stock were outstanding, of which all [9,298,497] shares were represented by [929,849,612] APEs.

Each of the Share Increase Proposal and the Reverse Split Proposal is cross-conditioned on the approval of the other, such that approval of both proposals is required for each of them to take effect. After giving effect to the Reverse Stock Split, each APE, which currently represents a 1/100th interest in the equivalent of 100 shares of Common Stock upon conversion of each share of Series A Preferred Stock (or one share of Common Stock for each APE), will represent a 1/100th interest in 10 shares of Common Stock (or 1/10th (0.10) of a share of Common Stock for each APE). If both the Share Increase Proposal and the Reverse Split Proposal are approved and implemented, each issued and outstanding share of Series A Preferred Stock that was ~~retired~~previously convertible into 100 shares of Common Stock will automatically convert in full with no action on ~~February 24, 2021.~~ the part of holders into the split adjusted ten (10) shares of Common Stock (thereby causing each APE to automatically convert into the split adjusted 0.10 of a share of Common Stock), and the Series A Preferred Stock (and APEs) will cease to exist.

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Current Status

100 APEs = 1 share of Series A Preferred Stock = 100 shares of Common Stock

1 APE = 1 share of Common Stock

After Approval of the Charter Amendment Proposals

100 APEs = 1 share of Series A Preferred Stock = 10 shares of Common Stock

1 APE = 1/10 of a share of Common Stock

After delivery of shares of Common Stock by the transfer agent to the Depositary following conversion of the Series A Preferred Stock, the Depositary will distribute the proportional number of shares of Common Stock (at the automatically adjusted post-split rate of 0.10 shares of Common Stock for one (1) APE) to the holders of APEs by book-entry transfer through the Depository Trust Company or, if such holders’ interests are held through the book-entry settlement system of the Depositary, by book-entry transfer through the Depositary for such number of shares of Common Stock (the “APEs Conversion”). The Depositary will not deliver fractional shares of Common Stock. In the case of APEs registered directly on the books of Computershare only, in the event that the holders of APEs would be entitled to receive fractional shares of Common Stock, the Depositary will aggregate and sell and any fractional shares and pay to such holders a portion of cash proceeds in lieu (rounded to the nearest cent) of such fractional shares. Holders of APEs in “street name” through a bank, broker, or other nominee should note that such banks, brokers, or other nominees may have different procedures for processing the APEs Conversion and making payment for fractional APEs than those that would be put in place by us for registered APE holders. If you hold your APEs with such a bank, broker, or other nominee and if you have questions in this regard, you are encouraged to contact such bank, broker or nominee.

For example, if you hold 100 shares of Common Stock and 100 APEs when the Charter Amendment Proposals become effective, you will automatically thereafter hold an aggregate 20 shares of Common Stock (10 post-split shares of Common Stock issued for the 100 pre-split shares of Common Stock and 10 post-split shares of Common Stock issued for the 100 APEs).

We expect the APEs to cease trading and be delisted from the New York Stock Exchange (the “NYSE”) shortly after the effective time of the Charter Amendment Proposals. If the Charter Amendment Proposals are approved, we currently expect the last day of trading of the APEs to be March 14, 2023.

Will fractional shares of Common Stock be delivered following the Reverse Stock Split or the conversion of APEs to Common Stock?

No. Neither the Company nor the Depositary will distribute fractional shares of Common Stock.

In the case of Common Stock or APEs registered directly on the books of Computershare only, in the event that the holders of Common Stock or APEs would be entitled to receive fractional shares of Common Stock, Computershare or the Depositary, as the case may be, will aggregate and sell and any fractional shares and pay to such holders a portion of cash proceeds in lieu (rounded to the nearest cent) of such fractional shares.

In the case of Common Stock or APEs held through a broker, bank or nominee, your broker, bank or nominee will determine the process for dealing with any entitlements to fractional shares of Common stock, which may include allocation of fractional shares at the account level.

Who may vote at the Special Meeting?

Only ~~stockholders~~holders of record of ~~our~~shares of the Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) at the close of business on ~~June 2, 2021~~February 8, 2023 (the ~~"Record Date"~~“Record Date”)~~, the date selected as the record date by our Board,~~ are entitled to notice of, and to vote at, the ~~Annual~~Special Meeting. On

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the ~~record date, there~~“beneficial owner” of shares held in “street name,” and these proxy materials were ~~501,780,240 shares of Common Stock outstanding.~~forwarded to you by that

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organization. The ~~holders of our Common Stock are entitled to one vote per share.~~

~~The Proxy and Voting~~

~~Pursuant to rules promulgated by~~organization holding your account is considered the ~~SEC, we are making this Proxy Statement and 2020 Annual Report available to stockholders electronically via the Internet. On or around June 16, 2021, we sent our stockholders~~stockholder of record onfor purposes of voting at the ~~Record Date~~Special Meeting. As a beneficial owner, you have the ~~Notice, which provides information regarding accessing the proxy materials for the Annual Meeting and voting via the Internet. Some stockholders have previously requested~~right to ~~receive either a full set of printed proxy materials or an email with instructions~~instruct that organization on how ~~access~~to vote the ~~proxy materials electronically. Stockholders that have not submitted a specific delivery preference were sent~~shares held in your account. See “Q. Can I vote my shares without attending the Notice. If you would like to change the way you receive materials in the future, please follow the instructions on the Notice you received. The Proxy Statement and our 2020 Annual Report may be accessed at www.proxyvote.com and investor.amctheatres.com.

Registered holders are stockholders who hold their shares directly with the Company and have their names and addresses recorded in the Company's share registry, which is maintained by our transfer agent, Computershare. Registered stockholders can vote by proxy in any of the following three ways, each of which is valid under Delaware law. Special Meeting?” below for more information.

If you are a registered holder of the APEs on the books of Depositary as of the Record Date, then you may provide instructions to the Depositary as to how to vote the shares of Series A Preferred Stock underlying your APEs on the issues set forth in this proxy statement. The Depositary will mail you a proxy card if you hold APEs in your own name on the Depositary’s share register. If, however, on the Record Date you held your APEs through a bank, broker, custodian or other nominee/agent, it is anticipated that such bank, broker, custodian or nominee/agent will forward voting instruction forms to you. See “Q. Can I vote my shares without attending the Special Meeting?” below for more information.

As of the close of business on February 8, 2023, there were [517,580,416] shares of our Common Stock issued and ~~would like~~outstanding, held by [•] holders of record, and [9,298,497] shares of Series A Preferred Stock were outstanding, of which 100% were represented by [929,849,612] APEs, held by [•] holders of record.

When and where will the Special Meeting be held?

The Special Meeting will be held on March 14, 2023 at 11:00 a.m. (Central Time) at AMC Theatre Support Center, located at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211.

We intend to ~~receive~~hold the Special Meeting in person. However, we are sensitive to the public health and travel concerns our stockholders may have. Your contributions are valued by the Company. However, stockholders and holders of APEs are strongly encouraged to vote by proxy as the preferred means of fully and safely exercising their rights. Personal attendance at the meeting may present a ~~full printed set~~health risk to stockholders and others. In addition, we request that individuals who are experiencing a fever, cough, difficulty breathing, or cold- or flu-like symptoms, refrain from attending the meeting in person.

We plan to provide a listen-only webcast of the Special Meeting for those who are unable to attend in person. The webcast will be accessible through the Investor Relations section of our website at www.investor.amctheatres.com. Stockholders and interested parties should go to the website at least 15 minutes before the Special Meeting time to register and/or download any necessary audio software. The webcast will only provide an opportunity to listen to the proceedings; it will not be considered attendance at the meeting and you will not be able to vote via the webcast.

How do I gain admission to the Special Meeting or vote my shares at the Special Meeting?

You are entitled to attend the Special Meeting only if you were a stockholder of record (or record holder of APEs) as of the Record Date for the Special Meeting, or you hold a valid proxy ~~materials, please follow~~for the Special Meeting.

Registered Stockholders or Record holders of APEs

If you hold your shares of Common Stock or APEs in your own name as a holder of record with our transfer agent or Depositary, as applicable, you may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the ~~Notice.~~

•: ~~By Internet:~~ ~~Access our~~proxy card. Voting over the Internet ~~voting site~~or by written proxy will ensure your representation at ~~www.proxyvote.com or scan~~ the ~~QR code on~~Special Meeting regardless of whether you attend the ~~Notice or~~Special Meeting. Of course, you can always come to the Special Meeting and vote your ~~proxy card and follow the instructions on the screen prior to 11:59 p.m., Eastern Time, on July 28, 2021.~~ shares in person.
•: ~~By Telephone:~~ After receiving the full set of printed proxy materials, using a touch-tone telephone, call toll-free at 1-800-690-6903 and follow the voice instructions, prior to 11:59 p.m., Eastern Time, on July 28, 2021.
•: ~~By Mail:~~ ~~After receiving the full set of printed proxy materials, mark, sign, date, and return the proxy or voting instruction form~~

Beneficial Owner: Shares Registered in the ~~enclosed envelope so it is received before the Annual Meeting.~~

Name of a Broker, Bank or Other Nominee

Beneficial owners are stockholders who hold their shares through a brokerage account, bank or other record holder. You also may have heard the term "held in street name" when describing stock ownership. When you buy securities through a brokerage firm, most firms will automatically put your securities into "street name." This means your brokerage firm will hold your securities in its name or another nominee and not in your name, but your brokerage firm will keep records showing you as the real or "beneficial owner." Under the rulesholders of ~~the New York Stock Exchange ("NYSE"), member stockbrokers who hold~~ shares of Common Stock in their name for customers are required to obtain directions from their customers on how to vote the shares. NYSE rules permit brokers to vote shares on certain proposals when they have not received any directions. The Staff of the NYSE, prior to the Annual Meeting, informs brokers of those proposals on which they are entitled to vote the undirected shares.

Under rules of the NYSE, brokers may not vote on "non-routine" proposals unless they have received voting instructions from the beneficial owner, and to the extent that they have not received voting instructions, brokers report such number of shares as "non-votes." Your bank, broker or other nominee may vote your shares in its discretion on "routine" matters. Proposals 2 and 4 are considered "non-routine," which means that brokerage firms may not vote in their discretion regarding these items on behalf of beneficial owners who have not furnished voting instructions. Proposals 1, 3 and 5, however, are considered "routine" items, which means that brokerage firms may vote in their discretion on behalf of beneficial owners who have not furnished voting instructions.


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If you are the beneficial owner of your shares, you should have received a Notice, a full set of printed proxy materials with a voting instruction form, or an email copy of the proxy materials with instructions on how to vote from your broker or other nominee holding your shares. You should follow the instructions in the Notice or voting instruction form provided by your broker or other nominee in order to instruct your broker on how to vote your shares; in most instances you may vote by Internet, telephone or by mail.

~~Beneficial stockholders~~APEs who wish to attend the ~~Annual~~Special Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other ~~record holder~~nominee that holds their shares or APEs and e-mail a copy (a legible photograph is sufficient) of their legal proxy to our proxy solicitor at AMCattend@dfking.com. If you want to vote in person, you must obtain a legal proxy from your broker, bank or other nominee and bring it to the meeting.

~~Proxies~~

Can I vote my shares without attending the Special Meeting?

Stockholder of Record: Shares Registered in Your Name

Stockholders of record may vote their shares by Internet, by telephone, or by mail. Whether or not you plan to attend the Special Meeting, we urge you to vote by proxy to ensure your vote is counted. You may choose one of the following voting methods to cast your vote.

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To vote by Internet, follow the instructions on the proxy card. Internet voting prior to the Special Meeting is available 24 hours a day, 7 days a week, until 11:59 p.m. (Central Time) on March 13, 2023.

To vote by telephone, follow the instructions on the proxy card. Telephone voting prior to the Special Meeting is available 24 hours a day, 7 days a week, until 11:59 p.m. (Central Time) on March 13, 2023.

To vote by mail, simply mark your proxy, date and sign it, and return it to the Company in the postage-paid envelope provided.

The method by which you vote in advance of the Special Meeting will not limit your right to vote at the Special Meeting if you later decide to attend in person.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee

If your shares of Common Stock are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. Simply complete, sign and date your voting instruction card and return it in the postage-paid envelope provided to ensure that your vote is counted. Alternatively, you may vote by telephone or over the ~~Internet~~internet as instructed by your broker, bank or ~~by mailed proxy card by stockholders of record, unless revoked, will be voted~~other nominee.

As discussed above, if you are a beneficial owner, you may not vote your shares at the ~~Annual~~Special Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

APE Holders

If you are a holder of APEs, you may give voting instructions to the Depositary or your broker, bank, or other nominee, as ~~directed by~~applicable, with respect to the shares of Series A Preferred Stock underlying your APEs. If you held APEs as of the Record Date, you have the right to instruct the Depositary—if you held your APEs directly—or in the ~~absence of~~right to instruct your broker, bank, or other nominee—if you held your APEs through such ~~direction,~~intermediary—how to vote. So long as the ~~Board recommends for Proposals 1, 2, 3, 4 and 5 at the Annual Meeting. A stockholder submitting a proxy by telephone~~Depositary receives your voting instructions on or ~~over the Internet or by mailed proxy card may revoke such proxy at any time before~~prior to 11:59 p.m. (Central Time), on March 13, 2023, it ~~is used by giving written notice of revocation~~will, to the ~~Secretary~~extent practicable and subject to Delaware law and the terms of the ~~Company, by delivering~~deposit agreement, vote the underlying Series A Preferred Stock as you instruct. If your APEs are held through a broker, bank, or other nominee, such intermediary will provide you with instructions on how you may give voting instructions with respect to the ~~Secretary of~~Series A Preferred Stock underlying your APEs. Please check with your broker, bank, or other nominee, as applicable, and carefully follow the ~~Company a duly executed proxy bearing a later date or by~~ voting ~~in person at the Annual Meeting. Attendance at the Annual Meeting will not, in and of itself, revoke a proxy.~~

procedures provided to you.

If you have any questions about how to vote, ~~your shares,~~ you may contact our proxy solicitor at:

D.F. King & Co, Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Call Toll-Free: (800) ~~249-7120~~859-8511
Banks and Brokers Call: (212) 269-5550
AMC@dfking.com

What am I voting on at the Special Meeting?

You are being asked to vote on the proposed amendments of our Certificate of Incorporation (i) to increase the total number of shares of Common Stock such that the Company shall have the authority to issue by 25,826,927 shares to a total of 550,000,000 shares of Common Stock (the “Share Increase Proposal”) and (ii) to effectuate a reverse stock split (the “Reverse Stock Split”) of the Common Stock at a ratio of one share of Common Stock for every ten shares of Common Stock (the “Reverse Split Proposal” and together with the Share Increase Proposal, the “Charter Amendment Proposals”). You are also being asked to vote on the approval of one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve and adopt the Charter Amendment Proposals (the “Adjournment Proposal”).

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What if other matters are properly brought before the Special Meeting?

~~Other Matters~~

As of the date of this proxy statement, we doare not ~~know~~aware of any other ~~matter to~~matters that will be ~~raised~~presented for consideration at the ~~meeting.~~Special Meeting. If any other matters ~~not described in this proxy statement~~ are properly ~~presented at~~brought before the ~~Annual~~Special Meeting, the persons named as proxies will ~~use their own judgment to determine how~~be authorized to vote ~~your shares. If~~or otherwise act on those matters in accordance with their judgment.

How does the ~~Annual Meeting is adjourned or postponed, the proxies can~~Board recommend that I vote?

The Board recommends that you vote your shares at“FOR” the ~~adjournment or postponement as well.~~

Share Increase Proposal, “FOR~~Voting Requirement~~” the Reverse Split Proposal and “FOR” the Adjournment Proposal.

In order to ~~Approve~~effect the conversion of APEs into Common Stock, stockholders must approve BOTH the Share Increase Proposal and the Reverse Split Proposal. The Share Increase Proposal alone will not create sufficient authorized Common Stock, without the Reverse Split Proposal, to enable the conversion to occur. Nor will the Reverse Split Proposal alone satisfy the terms of the Series A Preferred Stock to enable the conversion to occur. Accordingly, each of the ~~Proposals~~

•: Share Increase Proposal ~~1: Amendment~~and the Reverse Split Proposal is cross-conditioned on the approval of ~~our Third Amended~~the other, such that approval of both proposals is required for each of them to take effect.

Are the proposals conditioned on one another?

Each of the Share Increase Proposal and ~~Restated Certificate~~the Reverse Split Proposal is cross-conditioned on the approval of ~~Incorporation (our "Certificate~~the other, such that approval of ~~Incorporation") requires~~both proposals is required for each of them to take effect. In order to effect the conversion of APEs into Common Stock, stockholders must approve BOTH the Share Increase Proposal and the Reverse Split Proposal. The Share Increase Proposal alone will not create sufficient authorized Common Stock, without the Reverse Split Proposal, to enable the conversion to occur. Nor will the Reverse Split Proposal alone satisfy the terms of the Series A Preferred Stock to enable the conversion to occur. The Adjournment Proposal is not conditioned upon the approval byof any other proposal. If, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes from the holders of ~~a majority~~shares of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) to approve the ~~outstanding shares. Our Board recommends a vote "for" this proposal.~~

•

Share Increase Proposal ~~2: Election of directors requires a plurality of~~and the ~~votes cast, which means that~~Reverse Split Proposal, we may move to adjourn the ~~three nominees for director receiving the highest number of votes FOR election will be elected as directors. Our Board recommends a vote "for" the election of each nominee.~~

•

Proposal 3: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires approval by the holders of a majority of the shares present in person or represented by proxy and entitled to vote with respect to this matter. Our Board recommends a vote "for" this proposal.

•

Proposal 4: Non-binding advisory vote on compensation of named executive officers (the "say-on-pay vote") requires approval by the holders of a majority of the shares present in person or represented by proxy and entitled to vote with respect to this matter. Our Board recommends a vote "for" this proposal. The vote on Proposal 4 is a non-binding advisory vote.


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•: ~~Proposal 5: Adjournment of the Annual~~Special Meeting to asuch later date or dates ~~if necessary or appropriate,~~ to ~~solicit additional proxies if there~~permit further solicitation and vote of proxies. In this event, at the Special Meeting, we will ask our stockholders to vote only upon the Adjournment Proposal and not on the Charter Amendment Proposals. If the Charter Amendment Proposals are ~~insufficient votes to adopt~~approved at the ~~Proposals requires approval by~~Special Meeting, the ~~holders of a majority of~~Adjournment Proposal will not be presented.

How will Antara Capital LP vote?

On the ~~shares present in person or represented by proxy~~Record Date, Antara Capital LP (the “Antara”) owned and was entitled to vote ~~with respect to this matter. Our Board recommends a vote "for" this proposal.~~

~~How Votes Are Counted~~

~~A quorum is required to transact business at our Annual Meeting. Stockholders~~an aggregate of ~~record holding~~[257,621,297] APEs, representing [17.8]% of AMC’s issued and outstanding shares of Common Stock ~~constituting one-third~~and APEs (with each APE representing 1/100 of a share of Series A Preferred Stock), and plans to vote in favor of the ~~shares issued~~Share Increase Proposal and ~~outstanding~~the Reverse Split Proposal, and, ~~entitled to~~if presented, we also anticipate they will also vote atin favor of the ~~Annual Meeting shall constitute a quorum.~~ Adjournment Proposal.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name.

If you ~~have returned valid~~are a stockholder of record, you can change your vote or revoke your proxy ~~instructions or attend the meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from voting on some or all matters introduced~~ at ~~the meeting. As of the close of business on June 2, 2021, the latest practicable date~~any time before the ~~filing~~Special Meeting by:

•

entering a new vote by Internet (until the applicable deadline as set forth above);

•

submitting a new vote by telephone (until the applicable deadline as set forth above);

•

returning a later-dated proxy card (which automatically revokes the earlier proxy prior to the deadline);

•

providing a written notice of ~~this proxy statement, there were 501,780,240~~revocation prior to the deadline to our corporate secretary at AMC Entertainment Holdings, Inc. at One AMC Way, 11500 Ash Street, Leawood, KS 66211, Attn: Corporate Secretary; or

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•

attending the Special Meeting and voting.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee.

If you are the beneficial owner of your shares of Common Stock, ~~issued and outstanding, held by 1,681 holders of record. Thus,~~you must contact the ~~holders of at least 167,260,080 shares of Common Stock must be present in person or represented by proxy at the Annual Meeting to constitute a quorum.~~

Abstentions will be treated as shares present and entitled to vote for purposes of any matter requiring the affirmative vote of a majority or other proportion of the shares present and entitled to vote. Accordingly, abstentions will be considered as represented for purposes of determining a quorum. Abstentions with respect to Proposals 1, 3, 4 and 5 will have the same effect as a vote against such proposals. Because a plurality of the votes cast is required for Proposal 2, abstentions and withheld votes will have no effect on such proposal. Broker non-votes will be considered as represented for purposes of determining a quorum, but will not otherwise affect voting results.

Under rules of the NYSE, brokers may not vote on "non-routine" proposals unless they have received voting instructions from the beneficial owner, and to the extent that they have not received voting instructions, brokers report such number of shares as "non-votes." Yourbroker, bank ~~broker~~ or other nominee ~~may vote~~holding your shares ~~in its discretion on "routine" matters. Proposals 2~~ and ~~4 are considered "non-routine," which means that brokerage firms may not~~follow their instructions to change your vote ~~in their discretion regarding these items on behalf~~or revoke your proxy.

APE Holders

If you hold APEs, directly or through a broker, bank, or other nominee, you must follow the instructions provided by the Depositary or such broker, bank, or other nominee if you wish to revoke your proxy and change your vote. The last instructions you submit prior to the deadline indicated by the Depositary or the broker, bank, or other nominee, as applicable, will be used to instruct the Depositary how to vote the shares of ~~beneficial owners who have not furnished voting instructions. Proposals 1, 3 and 5, however, are considered "routine" items, which means that brokerage firms may vote in their discretion on behalf~~Series A Preferred Stock underlying your APEs.

What is the effect of ~~beneficial owners who have not furnished voting instructions.~~

~~Although Proposal 4 is~~giving a ~~non-binding advisory vote, our~~proxy?

Our Board ~~will review the results and will take them into account in making a determination concerning executive compensation.~~

~~Proxy Solicitation~~

~~The Company~~ is soliciting proxies for use at the ~~Annual~~Special Meeting by means of the proxy materials. When ~~stockholders vote over the internet, by telephone, or when~~ proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the ~~Annual~~Special Meeting in accordance with the instruction of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendation of our Board as described above and, if any other matters are properly brought before the ~~Annual~~Special Meeting, the shares will be voted in accordance with the ~~proxies'~~proxies’ judgment.

How many votes do I have?

The Company will pay for the Annual Meeting, including the cost of mailing the Notice, paper copies of our proxy materials as requested by stockholders, and any supplemental materials. Directors, officers and employeesonly voting securities of the Company ~~may, either~~are its shares of Common Stock and Series A Preferred Stock. The holders of our Common Stock are entitled to one vote per share and the holders of our Class A Preferred Stock are entitled to one hundred votes per share. Each APE is a depositary share and represents an interest in one one-hundredth (1/100th) of a share of Series A Preferred Stock, thereby entitling each APE to one vote per unit. The holders of shares of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) will votes as one class at the Special Meeting.

What is the quorum requirement for the Special Meeting?

A quorum is the minimum number of shares required to transact business at our Special Meeting for the meeting to be properly held under our bylaws and Delaware law. The presence, in person or by proxy, of one-third of the outstanding shares of our Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) voting together as one class is necessary to constitute a quorum at the Special Meeting. Stockholders of record holding shares of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) constituting one-third of the shares of Common Stock and Series A Preferred Stock issued and outstanding and entitled to vote at the Special Meeting shall constitute a quorum (i.e., one-third of all issued and outstanding shares of Common Stock and APEs voting together, with each outstanding share of Common Stock entitled to one vote and each outstanding APE entitled to one vote). If you have returned valid proxy instructions or attend the meeting in person (as applicable), your shares will be counted as present and entitled to vote for the purpose of determining the presence or absence of a quorum, even if you abstain from voting on some or all matters introduced at the meeting.

As of the close of business on February 8, 2023, there were [517,580,416] shares of our Common Stock issued and outstanding, held by [•] holders of record, and [9,298,497] shares of Series A Preferred Stock (represented by [929,849,612] APEs), held by [•] holders of record. Thus, the holders of at least [482,476,706] shares of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) in the aggregate must be present in person or represented by proxy (with each outstanding share of Common Stock entitled to one vote and each outstanding APE entitled to one vote) at the Special Meeting to constitute a quorum.

What are the effects of abstentions?

An abstention represents an affirmative choice to decline to vote on a proposal. If a stockholder (or APEs holder) indicates on its proxy or voting instruction card that it wishes to abstain from voting its shares (or APEs), or if a broker, bank or

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other nominee holding its customers’ shares (or APEs) of record causes abstentions to be recorded for shares (or APEs), those shares (or APEs) will be considered present and entitled to vote at the Special Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will have the same effect as votes against the Share Increase Proposal, the Reverse Split Proposal, and the Adjournment Proposal.

What is the voting requirement to approve the proposals?

Proposal 1, regarding the Share Increase Proposal, requires the approval of at least a majority of the shares of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) entitled to vote, voting together as one class (with each outstanding share of Common Stock entitled to one vote and each outstanding APE entitled to one vote). You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the Share Increase Proposal. Abstentions will count towards the quorum requirement for the Special Meeting and will have the same effect as a vote against Proposal 1.

Proposal 2, regarding the Stock Split Proposal, requires the approval of at least a majority of the shares of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) entitled to vote voting together as one class (with each outstanding share of Common Stock entitled to one vote and each outstanding APE entitled to one vote). You may vote “FOR,” “AGAINST,” or “ABSTAIN” on Proposal 2. Abstentions will count towards the quorum requirement for the Special Meeting and will have the same effect as a vote against Proposal 2.

Proposal 3, regarding the Adjournment Proposal, requires the approval of at least a majority of the shares of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock), voting together as one class, present in person or represented by proxy at the Special Meeting and entitled to vote on Proposal 3 (with each outstanding share of Common Stock entitled to one vote and each outstanding APE entitled to one vote). You may vote “FOR,” “AGAINST,” or “ABSTAIN” on Proposal 3. Abstentions will count towards the quorum requirement for the Special Meeting and will have the same effect as a vote against Proposal 3.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted “FOR” the Share Increase Proposal, the Reverse Split Proposal and the Adjournment Proposal.

In addition, if any other matters are properly brought before the Special Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Beneficial Owner of Shares of Common Stock: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are a beneficial owner and hold your shares of Common Stock in street name and do not provide your bank, broker or other nominee that holds your shares of Common Stock with voting instructions, the bank, broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under rules of the NYSE, brokers may not vote on “non-routine” proposals unless they have received voting instructions from the beneficial owner, and to the extent that they have not received voting instructions, brokers report such number of shares as “non-votes.” Your bank, broker or other nominee may vote your shares in its discretion on “routine” matters. It is expected that all proposals to be voted on at the Special Meeting will be treated as “non-routine” matters. Your bank, broker, or other nominee can vote your shares of Common Stock only if you provide instructions on how to vote. You should instruct your bank, broker or other nominee to vote your shares of Common Stock in accordance with directions you provide.

APEs and Series A Preferred Stock Holders

Under the terms of the deposit agreement, if the Depositary does not receive timely voting instructions with respect to any Series A Preferred Stock represented by APEs, including broker “non-votes,” the Depositary will vote the Series A Preferred Stock represented by such non-voting APEs proportionately with votes cast “FOR,” “AGAINST,” or “ABSTAIN” pursuant to instructions received from the other APE holders.

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What is the effect of a broker non-vote?

Brokers, banks or other nominees who hold shares of our Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Special Meeting. A broker non-vote occurs when a broker, bank or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broker non-votes of our Common Stock will not be counted for purposes of calculating whether a quorum is present at the Special Meeting and will have the same effect as votes against the Share Increase Proposal and the Reverse Split Proposal, and will have no effect of the Adjournment Proposal. A broker or other nominee cannot vote without instructions on non-routine matters. Broker non-votes of APEs will be treated by the Depositary as not having been voted, and under the terms of the deposit agreement, the Depositary will vote the Series A Preferred Stock represented by such non-voting APEs proportionately with votes cast pursuant to instructions received from the other APE holders.

How can I contact the Company’s transfer agent and the Depositary for the APEs?

You may contact our transfer agent by writing to Computershare Trust Company, N.A., Computershare Investor Services, P.O. Box 43006 Providence RI 02940-3006. You may also contact our transfer agent via email at web.queries@computershare.com or by telephone ~~or otherwise, solicit proxies. They have not been specifically engaged~~at 800-962-4284.

How are proxies solicited for ~~that purpose, however, nor will they be compensated~~the Special Meeting, and who is paying for ~~their efforts. The Company~~such solicitation?

Our Board is soliciting proxies for use at the Special Meeting by means of the proxy materials. Our Board has engaged D.F. King & Co., Inc., to assist in the solicitation of proxies for the ~~Annual~~Special Meeting. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. AMC will pay D.F. King & Co., Inc., a fee of ~~$20,000.~~$15,000. AMC will also reimburse D.F. King & Co., Inc., for reasonable out-of-pocket ~~costs and other agreed-upon~~ expenses and will indemnify D.F. King & Co., Inc., and its affiliates against certain claims, liabilities, losses, damages and expenses. ~~In addition, we~~Copies of solicitation materials will ~~reimburse brokerage firms~~also be made available upon request to brokers, banks and other ~~persons representing~~nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our ~~shares~~directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in ~~forwarding~~connection with such solicitation.

If you choose to access the ~~Notice, paper copies of our~~ proxy materials ~~as requested by beneficial owners,~~and/or vote over the Internet, you are responsible for any Internet access charges you may incur.

Where can I find the voting results of the Special Meeting?

We will announce preliminary voting results at the Special Meeting. We will also disclose voting results on a Current Report on Form 8-K (an “8-K”) filed with the SEC within four business days after the Special Meeting. If final voting results are not available to us in time to file an 8-K within four business days after the Special Meeting, we will file an 8-K to publish preliminary results and, ~~other soliciting materials~~within four business days after final results are known, file an additional 8-K to publish the ~~beneficial owners.~~

final results.


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~~Table~~What does it mean if I receive more than one set of ~~Contents~~

printed materials?

If you receive more than one set of printed materials, your shares may be registered in more than one name and/or are registered in different accounts. Or you may hold both Common Stock and APEs and have received one set for each. Please follow the voting instructions on each set of printed materials to ensure that all of your shares are voted.

~~INTERNET AVAILABILITY OF PROXY MATERIALS~~

I share an address with another stockholder or holder of APEs, and we received only one printed copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

The ~~Proxy Statement~~SEC has adopted rules that permit companies and ~~Annual Report~~intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders or holders of APEs sharing

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the same address by delivering a proxy statement addressed to those stockholders or holders of APEs. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

A number of brokers with accounts will be householding our proxy materials to the extent stockholders or holders of APEs have given their prior express or implied consent in accordance with SEC rules. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are ~~available~~notified otherwise or until you revoke your consent, which is deemed to be given unless you inform the broker otherwise when you receive the original notice of householding. If, at ~~www.proxyvote.com~~any time, you no longer wish to participate in householding and ~~investor.amctheatres.com.~~

~~If you choose~~would prefer to ~~access~~receive separate proxy materials, please notify your broker to discontinue householding and direct your written request to receive separate materials to the Company at: AMC Entertainment Holdings, Inc., Attention: Investor Relations, One AMC Way, 11500 Ash Street, Leawood, KS 66211, or by calling (913) 213-4000. Stockholders or holders of APEs who currently receive multiple copies of the proxy materials ~~and/~~at their address and would like to request householding of their communications should contact their broker.

Whom should I contact if I have any questions about the proxy materials or ~~vote over~~voting?

If you have any questions regarding the ~~Internet, you are responsible for any Internet access charges~~accompanying proxy statement, you may ~~incur.~~

contact D.F. King & Co., Inc., our proxy solicitor, toll-free at (800) 859-8511 or collect at (212) 269-5550 or email at AMC@dfking.com.


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~~Table~~What if I have questions about my shares of ~~Contents~~

Common Stock or Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) need to change my mailing address?

You may contact our transfer agent by writing to Computershare Trust Company, N.A., Computershare Investor Services, P.O. Box 43006 Providence RI 02940-3006. You may also contact our transfer agent via email at web.queries@computershare.com or by telephone at 800-962-4284. If you hold your shares or APEs with a bank, broker, or other nominee and if you have questions or wish to change your mailing address, please contact such bank, broker or nominee.

~~DIRECTORS OF THE COMPANY~~

~~Our business~~

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PROPOSAL NUMBER 1
APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

We are submitting this proposal for approval to holders of our Common Stock and ~~affairs are managed by~~Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock), in combination with Reverse Stock Split, to permit the conversion of our ~~Board, which currently consists~~outstanding Series A Preferred Stock and APEs into Common and to provide authorized Common Stock to permit additional shares of Common Stock to be issued in the ~~following ten members: Adam M. Aron, Howard W. "Hawk" Koch, Philip Lader, Gary F. Locke, Kathleen M. Pawlus, Anthony J. Saich, Adam J. Sussman, Lee E. Wittlinger, Maojun (John) Zeng,~~future. At the Special Meeting, we will ask holders of our Common Stock and ~~Lin (Lincoln) Zhang. Mr. Zhang serves as our non-executive Chairperson. Mr. Aron is our Chief Executive Officer ("CEO").~~

~~In July 2020, the stockholders~~Series A Preferred Stock (or APEs representing such shares of ~~the Company approved an amendment~~Series A Preferred Stock) to approve a proposal to amend our Certificate of Incorporation, in the form set forth in Annex Ato ~~declassify~~this proxy statement, to increase the number of authorized shares of our ~~board~~Common Stock to a total of ~~directors and have~~550,000,000 shares of Common Stock.

Background of the Charter Amendment Proposals; Reasons for Seeking Stockholder Approval

Issuance of AMC Preferred Equity Units

On August 4, 2022, the Company announced that its Board declared a special dividend of one APE for each ~~director elected for a one-year term at each subsequent annual meeting. In December 2020, in connection with discussions with Wanda America Entertainment, Inc., an affiliate~~share of ~~Dalian Wanda Group Co., Ltd, and the holder~~Common Stock outstanding at the ~~time~~close of ~~approximately 58.8%~~business on August 15, 2022, and on August 19, 2022, the Company issued on a pro rata basis 516,820,595 APEs to holders of Common Stocks (the “Special Dividend”). On August 22, 2022, the APEs commenced trading on the NYSE under the ticker “APE”. The Series A Preferred Stock is not listed on any exchange.

Each APE is a depositary share and represents an interest in one one-hundredth (1/100th) of a share of Series A Preferred Stock, and is designed to have the same economic and voting rights as a share of Common Stock, as set forth in their governing instruments. The APEs are evidenced by a depositary receipt pursuant to a deposit agreement among the Company, the Depositary, and holders of APEs. The Company deposited the underlying shares of Series A Preferred Stock with the Depositary pursuant to the deposit agreement. Subject to the terms of the ~~voting power of~~deposit agreement, the ~~Company's outstanding capital stock~~APEs are entitled to ~~vote (the "Majority Stockholder" or "Wanda") regarding~~all the ~~important need for~~rights and preferences of Series A Preferred Stock, as applicable, in proportion to the ~~Company to raise additional capital pursuant to one or more equity offerings, including debt for equity exchanges, and~~fraction of a share of Series A Preferred Stock the ~~importance of accessing the equity markets quickly, the Company requested that the Majority Stockholder support such offerings and waive certain rights to have a portion~~APE represents.

Each APE, by virtue of its ~~shares included~~interest in the Company's registration statement for such offerings (known as piggyback registration rights). The Company and the Majority Stockholder discussed the fact that a significant equity raise likely would ultimately result in the mandatory conversionunderlying Series A Preferred Stock:

•

is automatically convertible into one (1) share of ~~the Majority Stockholder's Class B common stock to Class A common stock and thus result in the loss~~Common Stock upon effectiveness of the Majority Stockholder's majority voting control over the Company. The Majority Stockholder agreed that it would support such offerings and waive its registration rights in connection therewith, but requested that the Company classify the Board. As discussed in the Company's definitive Schedule 14C filed with the SEC on December 31, 2020, in order to reclassify the Board, the Board approved by unanimous vote (i) an amendment to the Certificate of Incorporation (which the Majority Stockholder also approved by written consent), and (ii) an amendment to the Company's Bylaws. Pursuant to such amendment, the current members of the Board were placed in three classes as described below. This amendment was effective on January 25, 2021.

Accordingly, pursuant to our Certificate of Incorporation, our Board is currently divided into three classes. The members of each class serve for a staggered, three-year term. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. The classes are composed as follows:

•: ~~Mr. Lader, Mr. Locke, and Mr. Sussman are Class I directors, whose terms will expire at the 2021 annual meeting of stockholders;~~
•: ~~Mr. Aron, Mr. Koch, Ms. Pawlus and Dr. Saich are Class II directors, whose terms will expire at the 2022 annual meeting of stockholders; and~~
•: Mr. Wittlinger, Mr. Zeng, and Mr. Zhang are Class III directors, whose terms will expire at the 2023 annual meeting of stockholders. Consistent with the sale by Wanda of most of its remaining AMC shares, it is expected that both Mr. Zeng and Mr. Zhang will resign as Directors.


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~~PROPOSAL 1:~~
~~APPROVAL OF AN AMENDMENT TO~~
~~THE COMPANY'S THIRD AMENDED AND RESTATED~~
~~CERTIFICATE OF INCORPORATION~~
~~TO INCREASE AUTHORIZED COMMON STOCK~~

~~Proposed Amendment~~

~~We are submitting for stockholder approval~~ an amendment to the Certificate of Incorporation to increase the ~~total~~ number of authorized shares of Common Stock ~~(par value $0.01 per share) the Company shall have the authority to issue by 25,000,000 shares~~ to a ~~total~~number at least sufficient to permit the full conversion of ~~549,173,073~~the then-outstanding shares of Series A Preferred Stock into Common Stock, or to such higher number of authorized shares of Common Stock ~~effective January 1, 2022~~(which may be issued for any purpose) as the Board may determine in its sole discretion (the ~~"Certificate of Amendment"~~“Conversion Trigger”)~~. The text of~~, subject to any adjustments described in the Certificate of ~~Amendment is set forth in substantially the form~~Designations of Series A Preferred Stock (the “~~Appendix~~Series A Preferred COD ~~and this description is qualified by the full text~~”). Upon effectiveness of the ~~Certificate~~Conversion Trigger, each share of ~~Amendment. If this proposal is approved,~~Series A Preferred Stock will convert into one hundred (100) shares of Common Stock and each APE in turn will represent an interest in one (1) share of Common Stock and such shares of Common Stock will be distributed upon conversion to holders of the ~~Certificate of Amendment will become effective upon filing~~APEs on a one-to-one basis, subject to the terms described in the deposit agreement and any adjustments described in the Series A Preferred COD;

•

participates in any dividends on an as-converted basis;

•

votes together with the ~~Secretary~~Common Stock, as one class, on certain matters; and

•

represents a liquidation value of ~~State of Delaware, which is expected~~$0.01 in preference to ~~occur promptly following~~ the ~~stockholder vote.~~Common Stock.

~~Background and Reason~~

To provide for the ~~Recommendation~~

~~The~~authorization of a sufficient number of authorized and unissued and unreserved shares of the Common Stock into which Series A Preferred Stock (and, by virtue of such conversion, APEs) can convert in full, the Company is required to obtain the requisite stockholder approval, at such time or times as the Board ~~approved a proposal~~in its sole discretion shall determine, of an amendment to ~~amend our~~its Certificate of Incorporation to increase the ~~total~~ number of authorized shares of Common Stock ~~the Company shall have the authority to issue by 25,000,000 shares~~ to a ~~total~~number at least sufficient to permit the full conversion of ~~549,173,073~~the then-outstanding shares of Series A Preferred Stock into Common

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Stock, or to such higher number of authorized shares of Common Stock ~~effective January 1, 2022. As~~(which may be issued for any purpose) as the Board may determine in its sole discretion. Under Delaware law, the affirmative vote of holders of at least a majority in voting power of the ~~close~~Company’s outstanding capital stock is required for stockholder approval of ~~business on June 2, 2021,~~such an amendment to the ~~latest practicable date before~~Certificate of Incorporation, and the ~~filing~~holders of ~~this proxy statement, there were 501,780,240 shares of our Common Stock issued and~~the APEs are entitled to vote thereon (with each outstanding ~~and 10,796,709 shares~~share of Common Stock ~~reserved~~entitled to one vote and each outstanding APE entitled to one vote).

Antara Transaction

On December 22, 2022, the Company entered into an agreement (the “Purchase Agreement”) with Antara Capital LP (“Antara”), pursuant to which the Company agreed to (i) sell to Antara 106,595,106 AMC APEs for ~~issuance~~an aggregate purchase price of $75.1 million and (ii) simultaneously purchase from Antara $100 million aggregate principal amount of the Company’s Second Lien Notes due 2026 in exchange for 91,026,191 APEs. Immediately prior to entry into the Purchase Agreement, Antara confirmed a $34.9 million purchase of 60,000,000 APEs under the ~~EIP. In addition, on June 3, 2021,~~Company’s at-the-market program.

The Company’s ability to enter into that transaction to raise additional capital was conditioned upon the Company’s agreement to seek stockholder approval of an increase in authorized Common Stock, which would result in the APEs converting into Common Stock.

Factors Considered by the Board in its Recommendation

Since the Special Dividend, the Company has issued ~~11,550,000 shares~~additional APEs to raise additional equity capital to strengthen its balance sheet, including debt repayment. However, given the consistent trading discount that we are routinely seeing in the price of APEs compared to the Common Stock, we believe it is in the best interests of our ~~Common Stock. Accordingly, 46,124 shares~~shareholders for us to simplify our capital structure, thereby eliminating the discount that has been applied to the APEs in the market and reducing our cost of capital. For example, prior to the announcement of the ~~total number~~entry into the Purchase Agreement and the corresponding agreement to call this Special Meeting, the closing price of ~~shares~~an APE on the NYSE was $0.68 and the closing price of share of Common Stock ~~currently authorized remain available for issuance or may be reserved for issuance~~was $5.30 (and over the 30 trading days prior to ~~any amendment to increase~~that date, the ~~authorized shares~~average closing price of ~~Common Stock.~~

Asan APE was $1.06 and the average closing price of a result of the retirement of our Class B common stock pursuant to a Certificate of Retirement filed with the Secretary of State of the State of Delaware on February 24, 2021, our Certificate of Incorporation currently authorizes the issuance of up to 574,173,073 shares of capital stock, consisting of (i) 524,173,073 sharesshare of Common Stock ~~and (ii) 50,000,000 shares~~was $6.20).

Additionally, our ability recently to raise significant additional capital through APEs has been conditioned in the Purchase Agreement on our seeking a stockholder vote to cause the conversion of ~~preferred stock.~~

While we are optimistic about the prospects for the Company's recovery from the COVID-19 pandemic, as recently disclosed, the Company will continue to face significant challenges, including those associated with its high leverage, its cash spend on fixed and other costs, and the need for attendance levels at its theatres to materially increase from current levels. The Company needs the ability to navigate these risks, and its ability to do so will meaningfully influence the value of theAPEs into Common Stock. The ~~failure to authorize~~Board therefore entered into the ~~additional shares will hamper our ability to respond to these challenges, to rebuild our business, to bolster liquidity if necessary,~~Purchase Agreement and ~~to grow and create stockholder value.~~

~~The Board~~ believes it is in the best interest of stockholders to approve the ~~Company~~Share Increase Proposal, and subject to ~~increase~~approval of the ~~number~~Reverse Split Proposal and effectuating the Reverse Stock Split, cause the full conversion of the then-outstanding shares of Series A Preferred Stock into Common Stock and simultaneously therewith the APEs Conversion. Each of the Share Increase Proposal and the Reverse Split Proposal is cross-conditioned on the approval of the other, such that approval of both proposals is required for each of them to take effect.

Antara has also agreed to vote or cause to be voted the APEs and shares of Common Stock it owned or controlled, either directly or indirectly by its affiliates, in favor of the Charter Amendment Proposals.

We believe that the additional shares of authorized Common Stock that will be available if the Charter Amendments Proposals are approved are also necessary to provide us with appropriate flexibility to utilize equity for business and financial purposes that the Board determines to be in the Company’s best interests on a timely basis without the expense and delay of a stockholders’ meeting. The Board believes that the additional authorized shares of Common Stock will provide us with essential flexibility to use our ~~capital stock in order to give the Company greater flexibility in considering and planning for future general corporate needs, including, but not limited~~Common Stock, without further stockholder approval (except to the ~~offer and sale of Common Stock in~~extent such approval may be required by law or by applicable exchange listing standards) for any proper corporate purposes, including, without limitation, raising capital through one or more future public offerings or private placements ~~the grant~~ of ~~Common Stock~~ equity securities, expanding our business, acquisition transactions, entering into strategic relationships, providing equity-based compensation and/or ~~warrants, options or other convertible securities in one or more strategic transactions, debt exchanges, rent reductions,~~incentives to employees, consultants, officers and directors, effecting stock dividends ~~grants under equity compensation plans, stock splits and~~or for other general corporate ~~transactions. The Board believes that additional authorized shares~~purposes. Having an increased number of ~~capital stock will enable the Company to take timely advantage of market conditions and favorable financing and other opportunities that may become available to the Company. The~~ authorized but unissued shares of Common Stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our capitalization. The Board will ~~only~~determine whether, when and on what terms the issuance of shares of Common Stock may be ~~issued at the direction~~warranted in connection with any of the ~~Board,~~foregoing purposes.

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Impact on Outstanding and ~~if required~~Authorized Shares

If the Share Increase Proposal is approved, our total number of shares of Common Stock authorized for issuance would increase from 524,173,073 shares of Common Stock to 550,000,000 shares of Common Stock. If the Charter Amendment Proposals are adopted and implemented, on an aggregate basis, the number of our outstanding shares of Common Stock as of February 8, 2023, the record date for the Special Meeting, would decrease from [517,580,416] to approximately [51,758,042] shares of Common Stock, and the [9,298,497] shares of Series A Preferred Stock (represented by ~~applicable law or regulation~~[929,849,612] APEs), as of the ~~NYSE, upon separate stockholder approval.~~

record date, will convert into [92,984,970] shares of Common Stock, resulting in a combined total of approximately [144,743,012] shares of Common Stock outstanding.


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Rights of Additional Authorized Shares

Any newly authorized shares of Common Stock will be identical to the shares of Common Stock now authorized and outstanding. The ~~Certificate of Amendment~~Share Increase Proposal will not affect the rights of current holders of Common Stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.

Potential Adverse Effects of the ~~Certificate of~~ Amendment

Adoption of the ~~Certificate~~Share Increase Proposal, and the approval of ~~Amendment~~the Reverse Split Proposal, will have no immediate dilutive effect on the proportionate voting power or other rights of the ~~Company's~~Company’s existing stockholders. However, any future issuance of additional authorized shares of our Common Stock, at the future direction of the Board (and generally without the requirement of stockholder approval, unless specifically required by applicable law or NYSE regulation) may, among other things, dilute the earnings per share of Common Stock and the equity and voting rights of those holding Common Stock at the time such additional shares are issued.

~~In addition~~ However, we believe this flexibility to ~~the general corporate purposes mentioned above, and as further described below, an increase in the number of authorized shares of~~issue additional Common Stock ~~may make it more difficult to, or discourage an attempt to, obtain control of the Company by means of a takeover bid that the Board determines~~ is ~~not~~ in the best ~~interest~~interests of stockholders, because, among other things, additional equity capital may be the ~~Company and its~~only practical means of raising additional capital to strengthen our balance sheet, including the repayment of debt, or to finance other value-creating acquisitions, both of which we believe are beneficial to stockholders. However, the Board does not intend or view the proposed increase in the number of authorized shares of Common Stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of the Company.

Potential Anti-Takeover Effects

The ~~Certificate of~~Charter Amendment Proposals could adversely affect the ability of third parties to effect a takeover or a change in control by, for example, permitting issuances that would dilute the ownership of a person seeking to effect a change in the composition of ~~our~~the Board or contemplating a tender offer or other transaction that the Board determines is not in our best interests or in the best interests of our stockholders. The ~~Board's~~ ability of the Board to issue substantial amounts of Common Stock ~~(generally~~ without the need for stockholder approval, except as may be required by law or NYSE ~~regulation),~~regulation, upon such terms and conditions as ~~our~~the Board may determine from time to time in the exercise of its business judgment, may, among other things, be used to create voting impediments with respect to a change in control or to dilute the stock ownership of stockholders seeking to obtain control of the Company. The issuance of Common Stock, while providing desirable flexibility in connection with potential financings and other corporate transactions, may have the effect of discouraging, delaying or preventing a change in control of the Company. ~~Our~~The Board, however, does not intend or view the ~~Certificate of Amendment~~Share Issuance Proposal as an anti-takeover measure, nor does it contemplate its use in this manner at any time in the foreseeable future and is not aware of any attempt or plan to obtain control of the Company.

Dissenters’ or Appraisal Rights

Pursuant to the Delaware General Corporation Law, stockholders are not entitled to any dissenters’ or appraisal rights with respect to the ~~Certificate of Amendment.~~

Share Increase Amendment and we will not independently provide stockholders with any such right.

Effectiveness of ~~the Certificate of~~ Amendment

If the ~~Certificate of~~Share Increase Amendment is adopted, it will become effective upon the filing of ~~the~~a certificate of amendment to our Certificate of ~~Amendment substantially in the form of Appendix A~~Incorporation with the Secretary of State of the State of Delaware.

If the Share Increase Proposal Is Not Approved

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the Share Increase Proposal, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Share Increase Proposal. If the Adjournment Proposal is not approved by AMC’s stockholders, the Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes from the holders of shares of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) at the time of the Special Meeting to approve the Share Increase Proposal. In addition, each of the Share Increase Proposal and the Reverse Split Proposal is cross-conditioned on the approval of the other, such that approval of both proposals is required for each of them to take effect.

Required Vote

The Share Increase Proposal requires the affirmative “FOR” vote of at least a majority of the outstanding Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock), voting together as one class (with each outstanding share of Common Stock entitled to one vote and each outstanding APE entitled to one vote). You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal.

In addition, Antara has disclosed that it owns and is entitled to vote an aggregate of [257,621,297] APEs and [0] shares of Common Stock, representing [17.8]% of AMC’s issued and outstanding combined shares of Common Stock and APEs (each APE representing 1/100 of a share of Series A Preferred Stock), and plans to vote in favor of the Share Increase Proposal and the Reverse Split Proposal, and, if presented, the Adjournment Proposal.

Board Recommendation

Our Board recommends a vote “FOR” the Share Increase Proposal.

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PROPOSAL NUMBER 2
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECTUATE A REVERSE STOCK SPLIT OF THE COMMON STOCK AT A RATIO OF ONE SHARE OF COMMON STOCK FOR EVERY TEN SHARES OF COMMON STOCK

At the Special Meeting, we will ask our stockholders to approve a proposal to amend our Certificate of Incorporation, in the form set forth in Annex A to this proxy statement, to effectuate the Reverse Stock Split. On January 27, 2023, the Board approved a proposal to effectuate a one for ten reverse-stock split of the Common Stock pursuant to which every ten shares of Common Stock issued and outstanding will be automatically cancelled and reclassified into one share of Common Stock. Subject to stockholder approval, this will occur simultaneously with the number of authorized shares of Common Stock being increased as described above in the Share Increase Proposal. A vote for this Reverse Split Proposal will constitute approval of the Reverse Stock Split that will combine ten shares of our Common Stock into one share of our Common Stock. Subject to stockholder approval and implementation, the Reverse Stock Split will have the effect of decreasing the number of issued and outstanding shares of Common Stock and will cause the automatic conversion of each outstanding share of Series A Preferred Stock into a split-adjusted ten (10) shares of Common Stock (and the corresponding automatic conversion of each outstanding APE into a split-adjusted rate of 0.10 shares of Common Stock).

Together with the Share Increase Proposal, the Reverse Stock Split creates authorized Common Stock in an amount that will enable the conversion of the Series A Preferred Stock into Common Stock and provide additional authorized Common Stock for issuance in the future, as discussed above.

In addition, our Board believes that the Reverse Stock Split will provide for a higher stock price that will attract greater interest and sponsorship from institutional investors. Accordingly, stockholders are asked to adopt and approve the Reverse Split Proposal to effectuate the Reverse Stock Split.

Subject to stockholder approval and implementation of the Charter Amendment Proposals and upon the effectiveness of the Reverse Stock Split and the APEs Conversion, we expect to have approximately [144,743,012] shares of Common Stock issued and outstanding, leaving a balance of [405,256,988] shares of Common Stock authorized and not reserved for any specific purpose (other than [1,283,131] shares of Common Stock reserved for issuance under the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan, as amended (the “2013 Plan”)).

Background and Reasons for the Reverse Stock Split

For a description of the APEs and Purchase Agreement, see the section “Background of the Charter Amendment Proposals; Reasons for Seeking Shareholder Approval” of the Share Increase Proposal above. The rationale provided above applies equally to the Reverse Stock Split.

In addition, the Reverse Stock Split will allow our Common Stock to trade at prices within a higher range than would prevail in the absence of the Reverse Stock Split. We believe that a higher stock price trading range may increase the acceptability of our Common Stock to a number of long-term investors who may not find our shares attractive at their current prices due to the trading volatility often associated with stocks below certain prices. We understand that many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers or by restricting or limiting the ability to purchase such stocks on margin. Similarly, low-priced stock may fail to meet applicable stock exchange requirements and lead to de-listing.

Potential Adverse Effects of the Reverse Stock Split

While the Board believes that Common Stock would trade at higher prices after the effectuation of the Reverse Stock Split, there can be no assurance that the increase in the trading price will occur, or, if it does occur, that it will equal or exceed ten times the market price of the Common Stock prior to the Reverse Stock Split. In some cases, the total market value of a company following a reverse stock split is lower, and may be substantially lower, than the total market value before the reverse stock split. In addition, the fewer number of shares that will be available to trade could possibly cause the trading

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market of the Common Stock to become less liquid, which could have an adverse effect on the price of the Common Stock. The market price of the Common Stock is based on our performance and other factors, including trading dynamics and substantial volatility, which are likely unrelated to the number of our shares outstanding. In addition, there can be no assurance that the Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower priced stock.

An increase in the number of authorized but unissued shares of Common Stock relative to the number of outstanding shares of Common Stock may also, under certain circumstances, be construed as having an anti-takeover effect. Although not designed or intended for such purposes, the effect of the proposed Reverse Stock Split might be to render more difficult or to discourage a merger, tender offer, proxy contest or change in control of us and the removal of management, which stockholders might otherwise deem favorable. For example, the authority of the Board to issue Common Stock might be used to create voting impediments or to frustrate an attempt by another person or entity to effect a takeover or otherwise gain control of us because the issuance of additional common stock would dilute the voting power of the common stock and preferred stock then outstanding. Our Common Stock could also be issued to purchasers who would support the Board in opposing a takeover bid, which our board determines not to be in our best interests and those of our stockholders. The Board is not presently aware of any attempt, or contemplated attempt, to acquire control of us and the Reverse Split Proposal is not part of any plan by the Board to recommend or implement a series of anti-takeover measures.

The Reverse Stock Split will not affect the par value per share of Common Stock, which will remain unchanged at $0.01 per share, or the number of authorized shares of Common Stock, which following the Share Increase Proposal will be increased to 550,000,000. As a result of the Reverse Stock Split, at the effective time, the stated capital on our balance sheet attributable to the Common Stock, which consists of the par value per share of the Common Stock multiplied by the aggregate number of shares of the Common Stock issued and outstanding, will be reduced in proportion to the ratio of the Reverse Stock Split. Correspondingly, the additional paid-in capital account, which consists of the difference between the stated capital and the aggregate amount paid upon issuance of all currently outstanding shares of Common Stock, will be credited with the amount by which the stated capital is reduced. The stockholders’ equity, in the aggregate, will remain unchanged. In addition, the per share net income or loss of Common Stock, for all periods, will be restated because there will be fewer outstanding shares of Common Stock.

Mechanics of the Reverse Stock Split

No Fractional Shares

Neither the Company nor the Depositary will distribute fractional shares of Common Stock.

Effect on Beneficial Holders of Common Stock (i.e., stockholders who hold in “street name”)

Upon the effectiveness of the Reverse Stock Split, we intend to treat shares of Common Stock held by stockholders in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding the Common Stock in “street name.” However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split and making payment for fractional shares. If a stockholder holds shares of Common Stock with a bank, broker or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker or other nominee.

Effect on Registered “Book-Entry” Holders of Common Stock (i.e., stockholders that are registered on the transfer agent’s books and records)

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All of our registered holders of Common Stock hold their shares electronically in book-entry form with our transfer agent. They are provided with a statement reflecting the number of shares registered in their accounts.

If a stockholder holds registered shares in book-entry form with the transfer agent, no action needs to be taken to receive post-Reverse Stock Split shares or cash payment in lieu of any fractional share interest, if applicable. If a stockholder is entitled to post-Reverse Stock Split shares, a transaction statement will automatically be sent to the stockholder’s address of record indicating the number of shares of Common Stock held following the Reverse Stock Split.

If a stockholder is entitled to a cash payment in lieu of any fractional share interest, a check will be mailed to the stockholder’s registered address as soon as practicable after the effective date of the Reverse Stock Split. By signing and cashing the check, stockholders will warrant that they owned the shares of Common Stock for which they received a cash payment. The cash payment is subject to applicable federal and state income tax and state abandoned property laws.

Effect on Series A Preferred Stock and APEs

Currently, each issued and outstanding share of Series A Preferred Stock is convertible into 100 shares of Common Stock (and correspondingly each APE is convertible into one share of Common Stock). At the effectiveness of the Reverse Stock Split and in accordance with the Series A Preferred COD, each share of Series A Preferred Stock will be convertible into ten (10) shares of Common Stock (and correspondingly each APE will be convertible into 1/10th or 0.10 shares of Common Stock).

Further, subject to stockholder approval and implementation of the Charter Amendment Proposals, at 9:30 a.m., New York City time, on the first business day following the effectiveness of the Reverse Stock Split, each issued and outstanding share of Series A Preferred Stock will automatically convert in full with no action on the part of holders into the split adjusted 10 shares of Common Stock and the Series A Preferred Stock will cease to exist. After delivery of Common Stock by the transfer agent to the Depositary following conversion of the Series A Preferred Stock, the Depositary will distribute the proportional number of shares of Common Stock (at the automatically adjusted post-split rate 0.10 shares of Common Stock for each APE) to the holders of APEs by book-entry transfer through the Depository Trust Company or, if such holders’ interests are held through the book-entry settlement system of the Depositary, by book-entry transfer through the Depositary for such number of shares of Common Stock. The Depositary will not deliver fractional shares of Common Stock. In the case of APEs registered directly on the books of Computershare only, in the event that the holders of APEs would be entitled to receive fractional shares of Common Stock, the Depositary will aggregate and sell and any fractional shares and pay to such holders a portion of cash proceeds in lieu (rounded to the nearest cent) of such fractional shares. Following the APEs Conversion, we also expect the APEs to cease trading and be delisted from the NYSE shortly after the effective time of the Charter Amendment Proposals. If the Charter Amendment Proposals are approved, we currently expect the last day of trading of the APEs to be March 14, 2023. In the case of APEs held through a broker, bank or nominee, your broker, bank or nominee will determine the process for dealing with any entitlements to fractional shares of Common stock.

Effect on Equity Incentive Plans

As of February 8, 2023, we had [3,935,236] shares of Common Stock and [3,935,236] APEs reserved for issuance pursuant to the vesting of outstanding equity awards issued under the 2013 Plan (assuming attainment of performance at target levels), as well as [6,546,533] shares of Common Stock and [6,284,769] APEs available for issuance under the 2013 Plan. Pursuant to the terms of the ~~Certificate of Amendment, the increase in authorized shares that will be available for future issuance will not occur until January 1, 2022.~~

~~The Board recommends a vote~~ ~~"FOR"~~ ~~the Certificate of Amendment.~~


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~~PROPOSAL 2~~
~~ELECTION OF DIRECTORS~~

At the Annual Meeting stockholders will vote to elect three individuals to be elected as Class I directors to hold a three-year term of office from the date of their election until the Company's 2024 annual meeting and until their successors are duly elected and qualified. Under Proposal, No. 2, the three nominees for election as Class I directors are: Mr. Lader, Mr. Locke, and Mr. Sussman.

The Nominating and Corporate Governance Committee and the Board believe that the nominees under Proposal 2 have the requisite qualifications to oversee our business. Set forth below you will find certain information for each of the directors, which we believe evidences the directors' qualifications to serve on the Board.

~~The Board recommends a vote~~ ~~"FOR"~~ ~~each of the nominees.~~

Each of the biographies of the nominees for election as directors below contains information regarding the person's service as a director, business experience, director positions held currently or at any time during the past five years, and the experience, qualifications, attributes and skills that caused the Board to determine that the person should be nominated for election as a director at the Annual Meeting. The following information is as of June 2, 2021.

~~Nominees for Election as Class I Directors—Terms Expiring 2024~~

~~Mr. Philip Lader~~

Mr. Philip Lader, 75, has served as a director of the Company since June 2019. Mr. Lader is a Senior Advisor to Morgan Stanley Institutional Securities and Palantir Technologies, as well as a partner emeritus with the law firm of Nelson Mullins Riley & Scarborough LLP. He is also the former U.S. Ambassador to the Court of St. James's and Chairperson of WPP plc. Mr. Lader served in President Clinton's Cabinet and as Administrator of the US Small Business Administration, White House Deputy Chief of Staff, Assistant to the President, and Deputy Director of the Office of Management & Budget. Previously, he was Executive Vice President of Sir James Goldsmith's US holdings and President of Sea Pines Company, universities in South Carolina and Australia, and Business Executives for National Security. Also, he is currently a trustee and Investment Committee Chairperson of RAND Corporation and several foundations, as well as a member of the boards of several privately-held companies, the investment committees of Morgan Stanley's Global Infrastructure and Real Estate Funds, and the Council on Foreign Relations. He currently or has previously served on the boards of Lloyds of London, Marathon Oil, AES, WPP plc, Songbird (Canary Wharf), Rusal Corporations, the British Museum, American Red Cross, Smithsonian Museum of American History, St. Paul's Cathedral Foundation, Atlantic Council, and several banks and universities. He is partner emeritus in the Nelson Mullins law firm and the founder and co-host of Renaissance Weekends. Mr. Lader's education includes Duke, Michigan, Oxford and Harvard Law School, and he has been awarded honorary doctorates by 14 universities. An Honorary Fellow of Oxford University's Pembroke College and London Business School and Honorary Bencher of Middle Temple (British Inns of Court), he was awarded the Benjamin Franklin Medal by The Royal Society for Arts, Manufactures & Commerce for his contributions to trans-Atlantic relations. Mr. Lader brings vast experience in business, government and law to the Board.

~~Mr. Gary F. Locke~~

Mr. Gary F. Locke, 71, has served as a director of the Company since February 2016. Mr. Locke is currently a trade consultant and owner of Locke Global Strategies, LLC since 2014. Mr. Locke has also served as the interim President of Bellevue College since June of 2020. Mr. Locke was the first Chinese American to be elected as a U.S. Governor when the voters of Washington elected him in 1996 and re-elected him in 2000. During his administration, he strengthened economic ties between China and Washington State. Mr. Locke then served as U.S. Commerce Secretary from 2009-2011, where he led the effort to implement President Obama's National Export Initiative to double American exports in five years. He then became America's 10th Ambassador to China, serving from 2011-2014, and during his service he opened markets for made-in-USA goods and services and reduced wait times for visa interviews of Chinese applicants from 100 days to three days. Mr. Locke is a member


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of the board of directors of Fortinet, Inc., nLight, Inc., and Port Blakely Tree Farms. He attended Yale University, graduating with a bachelor's degree in political science and received his law degree from Boston University. Mr. Locke brings to the Board a global and valuable business perspective due to his extensive role in politics and experience as an Ambassador to China.

~~Mr. Adam J. Sussman~~

Mr. Adam J. Sussman, 50, has served as a director of the Company since May 2019. Mr. Sussman has served as President of Epic Games, Inc. since January 2020. Prior to that, from 2017 until 2020, Mr. Sussman was appointed as Nike, Inc.'s first-ever Chief Digital Officer, was previously head of Nike's Global Strategy and Corporate Development and served as the VP/GM Direct Digital and Geographies. He was responsible for building Nike's portfolio of world-class digital consumer experiences and innovations and transforming retail for the world's leading sports brand. He managed Nike's digital teams globally and Nike's direct-to-consumer GM's across the four key operating geographies of the company. Prior to Nike, Mr. Sussman was Senior Vice President of Global Publishing at Zynga responsible for marketing, sales, growth and digital products. He also served as Senior Vice President of Publishing at Disney, building the global team that managed gaming properties across all media platforms around the world. At Electronic Arts, he was Vice President of Worldwide Publishing, leading the team that established EA Mobile as the #1 publisher on the Apple App store. Mr. Sussman started his career as a creative executive at Hearst Entertainment, a division of the Hearst Corporation. Mr. Sussman holds a BA from Harvard College and an MBA from Harvard University Graduate School of Business Administration. Mr. Sussman brings valuable experience as president of large company and in marketing, information technology and digital platforms to the Board.

~~Continuing Class II Directors—Terms Expiring 2022~~

~~Mr. Adam M. Aron~~

Mr. Adam M. Aron, 66, has served as Chief Executive Officer, President and a director of the Company since January 2016. From February 2015 to December 2015, Mr. Aron was Chief Executive Officer of Starwood Hotels and Resorts Worldwide, Inc. and served on the board from 2006 to 2015. Since 2006, Mr. Aron has served as Chairperson and Chief Executive Officer of World Leisure Partners, Inc., a personal consultancy for matters related to travel and tourism, high-end real estate development, and professional sports, that he founded. Mr. Aron served as Chief Executive Officer and Co-Owner of the Philadelphia 76ers from 2011 to 2013 and remains an investor. From 2006 to 2015, Mr. Aron served as Senior Operating Partner of Apollo Management L.P., compensation for which ran through March of 2017. Mr. Aron currently serves on the board of directors of Norwegian Cruise Line Holdings, Ltd. and HBSE, which owns the NHL's New Jersey Devils and the NBA's Philadelphia 76ers. Mr. Aron served on the board of directors of Prestige Cruise Holdings, Inc. from 2007 to 2014. Mr. Aron received a Master's of Business Administration degree with distinction from the Harvard Business School and a Bachelor of Arts degree cum laude from Harvard College. Mr. Aron brings to the Board significant business and executive leadership experience, including valuable insight into consumer services. He has more than 25 years of experience as a Chief Executive Officer, more than 25 years of experience as a corporate director, and more than 35 years of consumer-engagement experience.

~~Mr. Howard W. "Hawk" Koch~~

Mr. Howard W. "Hawk" Koch, Jr., 75, has served as a director of the Company since October 2014. Mr. Koch is a veteran movie producer and principal at The Koch Company, the former president of the Academy of Motion Picture Arts and Sciences ("AMPAS"), and Recording Secretary and former President of the Producers Guild of America. Mr. Koch served on the Board of Directors of the Motion Picture & Television Fund from 2005 until 2020 and the National Film Preservation Foundation. Mr. Koch previously served on the Board of Governors of AMPAS from 2004 to 2013 and the Board of Directors of the Producers Guild of America from 1999 to 2020. Mr. Koch has been intimately involved with the making of over 60 major motion pictures, among them such films as "Source Code", "Fracture", "Primal Fear", "Marathon Man," "Chinatown," "Wayne's World," "Peggy Sue Got Married," "The Idolmaker," "Heaven Can Wait," "The Way We Were" and "Rosemary's Baby." Mr. Koch continues to develop and produce movies. Mr. Koch has over 50 years of experience in the motion picture industry and provides our Board with a unique insight into the production of movies that are exhibited on our screens.


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~~Ms. Kathleen M. Pawlus~~

Ms. Kathleen M. Pawlus, 61, has served as a director of the Company since December 2014. Ms. Pawlus, a retired partner of Ernst and Young, LLP ("EY"), served as the Global Assurance Chief Financial Officer and Chief Operating Officer from 2012 to 2014. EY's Assurance practice is the largest of EY's four service lines and includes its Audit Practice, Fraud, Investigation and Dispute Services Practice, Climate Change and Sustainability Services Practice and its Financial Accounting Advisory Services Practice. Prior to this, from 2006 to 2012, Ms. Pawlus served as EY's Americas Vice Chairperson and Chief Financial Officer, Global PBFA Function Leader and US Firm Vice Chairperson and Chief Financial Officer responsible for finance, IT operations, treasury, purchasing and facilities. Ms. Pawlus served on EY's U.S. Executive Board from 2006 to 2012. Ms. Pawlus earned her Bachelor of Science degree from Indiana University and is a Certified Public Accountant. Ms. Pawlus brings to the Board extensive financial, accounting, operational and management experience in various capacities with more than 30 years of experience.

~~Dr. Anthony J. Saich~~

Dr. Anthony J. Saich, 68, has served as a director of the Company since August 2012. Since July 2008, Dr. Saich has served as the Director of the Ash Center for Democratic Governance and Innovation and Daewoo Professor of International Affairs at Harvard University. In his capacity as Ash Center Director, Dr. Saich also serves as the director of the Rajawali Foundation Institute for Asia and the faculty chairperson of the China Public Policy Program, the Asia Energy Leaders Program and the Leadership Transformation in Indonesia Program. He oversees the School's work in Vietnam as well as Myanmar, and the Ash Center's programs on democratic governance and local government innovation. Dr. Saich also serves as a member of International Bridges to Justice and as the U.S. Secretary-General of the China United States Strategic Philanthropy Network. Dr. Saich sits on the executive committees of the John King Fairbank Center for Chinese Studies and the Asia Center, both at Harvard University, and serves as the Harvard representative of the Kennedy Memorial Trust. Dr. Saich holds a bachelor's degree in politics and geography from the University of Newcastle, United Kingdom, a master's degree in politics with special reference to China from the School of Oriental and African Studies, London University, and has a Ph.D. from the Faculty of Letters, University of Leiden, the Netherlands. Dr. Saich has over 40 years of experience in international affairs and will provide valuable international insights to the Company.

~~Continuing Class III Directors—Terms Expiring 2023~~

~~Mr. Lee E. Wittlinger~~

Mr. Lee E. Wittlinger, 38, has served as a director of the Company since September 2018. Mr. Wittlinger is a Managing Director of Silver Lake Group, L.L.C. ("Silver Lake"), which he joined in 2007. Mr. Wittlinger currently serves as a director on the boards of GoDaddy Inc. ("GoDaddy"), WPEngine, Inc., and Oak View Group, LLC. Mr. Wittlinger previously served as a director of Vantage Data Centers Management Company, LLC and Cast & Crew Entertainment Services LLC ("Cast & Crew"), and as a member of GoDaddy's and Cast & Crew's audit committees. Prior to Silver Lake, Mr. Wittlinger worked as an investment banker in the Technology, Media and Telecommunications Group at Goldman, Sachs & Co., where he focused on mergers and acquisitions and financing transactions in the technology industry. Mr. Wittlinger graduated summa cum laude from The Wharton School of the University of Pennsylvania, where he received a B.S. in Economics, with dual concentrations in Finance and Accounting. Mr. Wittlinger brings extensive financial and banking expertise to the Company. See "Related Party Transactions" for details of Mr. Wittlinger's appointment.

~~Mr. Maojun (John) Zeng~~

Mr. Maojun (John) Zeng, 49, has served as a director of the Company since February 2016 and served as Chairperson from March 2018 until December 2019. Mr. Zeng has served as the President of Wanda Film Holding Co., Ltd. (formerly known as Wanda Cinema Line Corporation), a subsidiary of Wanda group, since June 29, 2015, and has served as a member of its Board


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of Directors since January 22, 2015. Mr. Zeng has also served as Senior Vice President of Wanda Cultural Industries Group since October 13, 2016, as well as previously held positions of Vice President, Senior Assistant to the President and Assistant to the President. Mr. Zeng has held other positions within the Wanda group and its subsidiaries. Mr. Zeng holds an undergraduate degree and a master's degree in business administration from Renmin University of China. Mr. Zeng has experience serving in an executive leadership role at a major theatrical exhibition company in China and brings to the Board valuable theatrical exhibition knowledge. Consistent with the sale by Wanda of most of its remaining AMC shares, it is expected that Mr. Zeng will resign as a Director.

~~Mr. Lin (Lincoln) Zhang~~

Mr. Lin (Lincoln) Zhang, 48, has served as a director of the Company and Chairperson since December 2019. Mr. Zhang previously served as a director of the Company and Chairperson from August 2012 until March 2018. Mr. Zhang has served as President of Wanda Investment Group since October 2020, was President of Wanda Properties Group from July 2020 until October 2020, and was President of Wanda Cultural Industries Group from December 2012 until July 2020. Mr. Zhang is currently on the board of directors of Wanda Group and was Chairperson of Wanda Film Holding Co., Ltd. from November 2006 until December 2020. Mr. Zhang joined Wanda Group in 2000 and has served in various positions, including General Manager of Wanda Group project companies in Nanjing, Shenyang and Chengdu, and CFO and Vice President of Wanda Group. Mr. Zhang served as the Chairperson of Wanda Sports Group Company Limited from November 2018 until July 2020, a non-executive director of Wanda Hotel Development Co. Ltd since November 2017, the chairperson of World Triathlon Corporation from November 2015 until July 2020, and the chairperson of the board of Infront Holding AG from July 2015 until September 2020. He also served as a non-executive director of Dalian Wanda Commercial from December 2009 to January 2016. Mr. Zhang graduated with a bachelor's degree in accounting from Dongbei University of Finance and Economics and obtained an MBA degree from the Guanghua School of Management at Peking University. Mr. Zhang has significant experience in financial and operational management with large companies, with particular focus on corporate strategy and investment, which makes him well-positioned to serve as a director of the Company. Consistent with the sale by Wanda of most of its remaining AMC shares, it is expected that Mr. Zhang will resign as a Director.


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~~CORPORATE GOVERNANCE~~

~~Corporate Governance Guidelines~~

Our Corporate Governance Guidelines and Principles reflect the principles by which the Board operates and sets forth director qualification standards, responsibilities, compensation, evaluation, orientation and continuing education, board committee structure, chief executive officer performance review, management succession planning and other policies for the governance of the Company. A copy of the Corporate Governance Guidelines and Principles is available on our website at www.amctheatres.com under "Investor Relations"—"Governance"—"Governance Documents".

~~Risk Oversight~~

~~The Board executes its oversight responsibility for risk management directly and through its committees, as follows:~~

The Audit Committee has primary oversight responsibility with respect to the Company's annual enterprise risk management analysis, including financial and accounting risks. The Audit Committee discusses with management the Company's significant financial and non-financial risk exposures and the Company's risk assessment and risk management policies. Management provides to the Audit Committee periodic assessments of the Company's risk management processes and systems of internal control. The Chairperson of the Audit Committee reports to the full Board regarding material risks as deemed appropriate.

The Board's other committees oversee risks associated with their respective areas of responsibility. For example, the Compensation Committee considers the risks associated with our compensation policies and practices, with respect to both executive compensation and compensation generally. The Board is kept abreast of its committees' risk oversight and other activities via reports of the committee chairpersons to the full Board. These reports are presented at every regular Board meeting and include discussions of committee agenda topics, including matters involving risk oversight.

The Board, together with its committees, considers specific risk topics, including risks associated with our annual operating plan, our capital structure, information systems, privacy, and other cyber security risks. In addition, the Board receives reports from the members of our senior leadership team that include discussions of the risks and exposures involved in their respective areas of responsibility. Further, the Board is informed of developments that could affect our risk profile or other aspects of our business.

~~Compensation Policies and Practices as They Relate to Risk Management~~

The Compensation Committee has reviewed and discussed the concept of risk as it relates to the Company's compensation policies and it does not believe the Company's compensation policies or practices create or encourage the taking of excessive risks that are reasonably likely to have a material adverse effect on the Company. Below are some of the highlights of the Company's compensation programs that mitigate risks associated with compensation:

•: ~~Compensation is comprised of a combination of base salary, annual cash incentive, and long-term equity incentive awards;~~
•: ~~While annual cash incentives are available for all full-time employees, only senior officers receive equity awards;~~
•: ~~Equity compensation vesting is multi-year service based and performance based with overlapping performance periods; and~~
•: ~~Maximum payout for cash and equity incentives is 200% of the value at target.~~

~~The Compensation Committee has identified no material risks in the compensation programs for 2020.~~


				17

~~Table of Contents~~

~~Business Conduct and Ethics~~

We have a Code of Business Conduct and Ethics that applies to all of our associates, including our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. The Code of Business Conduct and Ethics, which addresses the subject areas covered by the SEC's rules, may be obtained free of charge through our website: www.amctheatres.com under "Investor Relations"—"Governance"—"Governance Documents". Any amendment to, or waiver from, any provision of the Code of Business Conduct and Ethics required to be disclosed with respect to any senior executive or financial officer shall be posted on this website.

~~Board and Committee Information~~

The Board held 19 meetings during the year ended December 31, 2020. Each director attended at least 75% of the total combined meetings held by the Board plus the meetings held by the committees of the Board on which such director served, except for Mr. Zeng and Mr. Zhang.

~~Communications with the Board~~

Our stockholders and other interested parties may communicate to our Board, its committees or our non-management directors as a group, by writing to the Secretary of AMC Entertainment Holdings, Inc. at One AMC Way, 11500 Ash Street, Leawood, KS 66211. Stockholders and other interested parties should indicate that their correspondence is intended to be communicated to the Board.

~~Director Independence~~

Until December 23, 2020, we availed ourselves of the "controlled company" exception under the rules of the NYSE, which permits a listed company of which more than 50% of the voting power for election of directors is held by an individual, a group or another company to not comply with certain of the NYSE's governance requirements. As a result of losing "controlled company" status, we will be required to have a majority of independent directors on our Board by no later than December 23, 2021. We currently have five independent directors: Mr. Lader, Ms. Pawlus, Dr. Saich, Mr. Sussman, and Mr. Wittlinger, as determined by our Board in accordance with NYSE rules. The remaining members of the Board, Mr. Aron, Mr. Koch, Mr. Locke, Mr. Zeng, and Mr. Zhang, are not independent under the NYSE rules or within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act").

Our Board has determined that Dr. Saich, Ms. Pawlus, and Mr. Wittlinger are independent in accordance with NYSE rules and within the meaning of the Exchange Act for purposes of serving on our Audit Committee. As a result of losing "controlled company" status, we are required to have a Compensation Committee and Nominating and Corporate Governance Committee with a majority of independent members. Both the Compensation Committee and the Nominating and Corporate Governance Committee must be fully independent by no later than December 23, 2021. The Compensation Committee is currently composed of five directors, three of whom are independent. The Nominating and Corporate Governance Committee is currently composed of five directors, three of whom are independent. Committee memberships will be adjusted as necessary prior to the relevant dates.

~~Board Leadership Structure~~

Under our current leadership structure, the roles of Chairperson of the Board and Chief Executive Officer are held by different individuals. Mr. Zhang serves as our non-executive Chairperson of the Board and Mr. Aron serves as our Chief Executive Officer. At this time, our Board believes that this structure is best for the Company as it allows our Chairperson to oversee board matters and assist the Chief Executive Officer with strategic initiatives, while enabling our Chief Executive Officer to develop and implement the strategic direction of the Company. Our Chairperson is not considered independent under the NYSE rules.


18

~~Table of Contents~~

~~Executive Sessions~~

Our non-management directors meet in an executive session, without members of management present, no less than once per year in accordance with the NYSE rules. Our Board Chairperson or his designee presides over these executive sessions.

~~Attendance at Annual Meetings~~

We encourage our directors to attend our Annual Meeting of Stockholders, absent unusual circumstances. Eight directors attended the 2020 Annual Meeting of Stockholders, constituting all then-serving directors except Mr. Zeng and Mr. Zhang.

~~Committees~~

Our Board has established three standing committees. The standing committees consist of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The standing committees are comprised of directors as provided in the table below:

Board Member

Audit(1)

Compensation

Nominating and
Corporate
Governance

Adam M. Aron
Howard W. "Hawk" Koch, Jr. Member Member
Philip Lader Member(2) Member
Gary F. Locke Member
Kathleen M. Pawlus Chairperson
Adam J. Sussman Member(2)
Anthony J. Saich Member Chairperson
Lee E. Wittlinger Member Chairperson Member
John Zeng Member
Lin Zhang
Meetings Held in 2020 7 3 3

~~(1)~~: ~~Our Audit Committee is comprised of three independent members, all of whom are financially literate as defined in the NYSE rules.~~
~~(2)~~: ~~Mr. Lader and Mr. Sussman were appointed to the Compensation Committee effective March 20, 2021.~~

Each of our standing committees, the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, operates under a charter, which is available on our website at www.amctheatres.com under "Investor Relations"—"Governance"—"Governance Documents". The functions performed by each of the standing committees of the Board are briefly described below.

~~Audit Committee~~

Our Audit Committee consists of Ms. Pawlus, Dr. Saich and Mr. Wittlinger. The Board has determined that Ms. Pawlus and Mr. Wittlinger qualify as Audit Committee financial experts as defined in Item 407(d)(5) of Regulation S-K and that each member of our Audit Committee is financially literate as defined in the NYSE rules and is independent within the meaning of Rule 10A-3 of the Exchange Act and the NYSE rules.

~~The principal duties and responsibilities of our Audit Committee are as follows:~~

•: ~~to oversee our financial reporting process and internal control system;~~


				19

~~Table of Contents~~

•: to appoint and replace our independent registered public accounting firm from time to time, determine their compensation and other terms of engagement, oversee their work and perform an annual evaluation;
•: ~~to oversee the performance of our internal audit function; and~~
•: ~~to oversee our compliance with legal, ethical and regulatory matters.~~

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.

~~Compensation Committee~~

Our Compensation Committee consists of Mr. Koch, Mr. Lader, Mr. Sussman, Mr. Wittlinger and Mr. Zeng. As a result of losing "controlled company" status, we are required to have a Compensation Committee with a majority of independent members. The Compensation Committee must be fully independent by no later than December 23, 2021. Mr. Lader, Mr. Sussman, and Mr. Wittlinger are independent in accordance with the NSYE rules. Mr. Lader and Mr. Sussman were appointed to the Compensation Committee effective March 20, 2021 and did not participate in decisions relating to compensation matters for the 2020 fiscal year. The principal duties and responsibilities of our Compensation Committee are as follows:

•: to provide oversight on the development and implementation of the compensation policies, strategies, plans and programs for our key employees and non-employee directors and disclosure relating to these matters;
•: ~~to review and approve the compensation of our CEO and our other executive officers; and~~
•: ~~to provide oversight concerning the compensation of our CEO, succession planning, performance of our CEO and compensation related matters.~~

The Compensation Committee may delegate to management administration of incentive compensation plans for non-executive officers. The Compensation Committee engaged and retained Aon Hewitt ("Aon"), as an independent executive compensation consultant, to provide advice on 2020 compensation matters. During 2020, Aon provided advice on executive and director compensation programs, executive and director market pay analysis, compensation peer group, CEO pay recommendations and drafting of the Compensation, Discussion and Analysis disclosures contained in the Company's Proxy Statement. The Compensation Committee reviewed the nature of its relationship with Aon and determined that there were no conflicts of interest with respect to Aon's independence.

~~Nominating and Corporate Governance Committee~~

Our Nominating and Corporate Governance Committee consists of Mr. Koch, Mr. Lader, Mr. Locke, Dr. Saich and Mr. Wittlinger. As a result of losing "controlled company" status, we are required to have a Nominating and Corporate Governance Committee with a majority of independent members. The Nominating and Corporate Governance Committee must be fully independent by no later than December 23, 2021. Each of Mr. Lader, Dr. Saich and Mr. Wittlinger is independent in accordance with the NSYE rules. The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:

•: ~~to establish criteria for board and committee membership and recommend to our Board proposed nominees for election to the Board and for membership on committees of the Board; and~~
•: ~~to make recommendations to our Board regarding board governance matters and practices.~~

The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate criteria that directors are required to fulfill (including experience, qualifications, attributes, skills and other characteristics) in the context of the current make-up of the Board and the needs of the Board given the circumstances of the Company. In identifying and screening director candidates, the Nominating and Corporate Governance Committee


20

~~Table of Contents~~

considers whether the candidates fulfill the criteria for directors approved by the Board, including integrity, objectivity, independence, sound judgment, leadership, courage and diversity of experience (for example, in relation to finance and accounting, strategy, risk, technical expertise, policy-making, etc.).

The Board has not adopted a formal diversity policy and pursuant to the Company's Corporate Governance Guidelines and Principles, the Board broadly construes diversity to mean diverse background, education, skills, age, expertise with a proven record of accomplishment and the ability to work well with others. The Nominating and Corporate Governance Committee does not assign specific weight to any particular factor but in selecting members for open Board positions, the Board takes into account such factors as it deems appropriate, which may include the current composition of the Board, the range of talents, experiences and skills that would best complement those already represented on the Board and the need for financial or other specialized expertise. The Board seeks to achieve a mix of members whose experience and backgrounds are relevant to the Company's strategic priorities and the scope and complexity of the Company's business. Overall, each of our Board members is committed to the growth of the Company for the benefit of the stockholders, contributes new ideas in a productive and congenial manner and regularly attends board meetings.

The Nominating and Corporate Governance Committee considers recommendations for Board candidates submitted by stockholders using substantially the same criteria it applies to recommendations from the Nominating and Corporate Governance Committee, directors and members of management. Stockholders may submit recommendations by providing the person's name and appropriate background and biographical information in writing to the Nominating and Corporate Governance Committee at: Company Secretary, One AMC Way, 11500 Ash Street, Leawood, Kansas 66211 or by emailing: KConnor@amctheatres.com. Invitations to serve as a nominee are extended by the Board itself via the Chairperson and the Chairperson of the Nominating and Corporate Governance Committee.

~~Compensation Committee Interlocks and Insider Participation~~

Our Compensation Committee consists of Mr. Koch, Mr. Lader, Mr. Sussman, Mr. Wittlinger and Mr. Zeng. During the period January 1, 2020 through December 31, 2020, no member of the Compensation Committee had a relationship required to be described under the SEC rules relating to disclosure of related person transactions (other than as described below in "Related Person Transactions" with respect to agreements with Wanda and Silver Lake) and none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board orPlan, the Compensation Committee of the ~~Company.~~

Board will adjust the number of shares of Common Stock and APEs subject to vesting under outstanding RSUs and PSUs, subject to our treatment of fractional shares. Furthermore, the number of shares available for future grant under the 2013 Plan will be similarly adjusted.

Dissenters’ or Appraisal Rights


		Pursuant to the Delaware General Corporation Law, stockholders are not entitled to any dissenters’ or appraisal rights with respect to the Reverse Split Proposal, and we will not independently provide stockholders with any such right.		21

~~Table~~

Effectiveness of ~~Contents~~Amendment

If the Reverse Split Proposal is adopted, it will become effective upon the filing of a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware.

~~DIRECTOR COMPENSATION~~

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If the Reverse Split Proposal Is Not Approved

If, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes from the holders of shares of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) to approve the Reverse Split Proposal, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Reverse Split Proposal. If the Adjournment Proposal is not approved by AMC’s stockholders, the Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes from the holders of shares of Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) at the time of the Special Meeting to approve the Share Increase Proposal. In addition, each of the Reverse Split Proposal and the Share Increase Proposal is cross-conditioned on the approval of the other, such that approval of both proposals is required for each of them to take effect and effectuate the APEs Conversion.

Material U.S. Federal Income Tax Consequences

The following ~~section presents~~is a general discussion of the material U.S. federal income tax consequences of (i) the Reverse Stock Split and (ii) the conversion of APEs into Common Stock (the “Conversion”). This discussion does not provide a complete analysis of all potential U.S. federal income tax considerations relating thereto. This description is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and existing and proposed U.S. Treasury regulations promulgated thereunder, administrative pronouncements, judicial decisions, and interpretations of the foregoing, all as of the date hereof and all of which are subject to change, possibly with retroactive effect.

This discussion addresses only APEs and Common Stock held as capital assets within the meaning of Section 1221 of the Code (generally for investment) by U.S. holders (defined below).

Moreover, this discussion is for general information only and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income or any state, local or foreign tax laws or any U.S. federal tax laws other than U.S. federal income tax laws, nor does it discuss special tax provisions, which may apply to you if you are subject to special treatment under U.S. federal income tax laws, such as for:

•

certain financial institutions or financial services entities,

•

insurance companies,

•

tax-exempt entities,

•

tax-qualified retirement plans,

•

dealers in securities or currencies,

•

entities that are treated as partnerships or other pass-through entities for U.S. federal income tax purposes (and partners or beneficial owners therein),

•

foreign branches,

•

corporations that accumulate earnings to avoid U.S. federal income tax,

•

regulated investment companies,

•

real estate investment trusts,

•

persons deemed to sell Common Stock or APEs under the constructive sale provisions of the Code, and

•

persons that hold Common Stock or APEs as part of a straddle, hedge, conversion transaction, or other integrated investment.

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You are urged to consult your own tax advisor concerning the U.S. federal income tax consequences of the Reverse Stock Split and the Conversion, as well as the application of any state, local, foreign income and other tax laws.

As used in this discussion, a “U.S. holder” is a beneficial owner of Common Stock or APEs that is, for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust.

If a partnership or other entity or arrangement treated as a pass-through entity for U.S. federal income tax purposes is a beneficial owner of Common Stock or APEs, the tax treatment of a partner in the partnership or an owner of the other pass-through entity or arrangement generally will depend upon the status of the partner or owner and the activities of the partnership or other pass-through entity or arrangement. Any partnership, partner in such a partnership or owner of another pass-through entity or arrangement holding Common Stock or APEs should consult its own tax advisor as to the particular U.S. federal income tax consequences applicable to it.

STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES OF OTHER FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND APPLICABLE TAX TREATIES.

A U.S. holder generally will not recognize gain or loss upon the Reverse Stock Split or the Conversion, except that such U.S. holder’s receipt of cash (if any) in respect of a fractional share of Common Stock will be treated as a sale or disposition of such fractional Common Share, as described below. In the aggregate, a U.S. holder’s basis in the Common Stock received upon the Reverse Stock Split and the Conversion generally will equal the basis of the U.S. holder’s surrendered Common Stock and converted APEs (excluding the portion of the basis that is allocable to any fractional share) and the holding period of the Common Stock received upon the Reverse Stock Split and the Conversion generally will include the holding period of the surrendered Common Stock and converted APEs.

U.S. holders that have acquired different blocks of Common Stock or APEs at different times or at different prices are urged to consult their own tax advisors regarding the ~~compensation paid during~~allocation of their aggregated basis among, and the ~~year ended December 31, 2020 to members~~holding period of, ~~our Board~~the Common Stock received in the Reverse Stock Split and the Conversion.

A U.S. holder who ~~were not employees~~receives cash in lieu of ~~Wanda~~a fractional share of Common Stock as a result of the Reverse Stock Split or the Company ("non-employee directors"). The other members of our Board do not receive any compensation from the Company. We reimburse all directors for any out-of-pocket expenses incurred by them in connection with their services provided in such capacity.

~~Non-Employee Director Compensation~~

In order to attract and retain qualified non-employee directors, the Company adopted a Non-Employee Director Compensation Plan, effective January 1, 2019, pursuant to which non-employee directors are compensated for their serviceConversion generally will recognize gain or loss equal to the ~~Company. Each non-employee director receives~~difference, if any, between the ~~following annual compensation for services as~~amount of the cash received in lieu of the fractional share and the portion of the U.S. holder’s adjusted tax basis allocable to the fractional share. This gain or loss generally will be capital gain or loss and the capital gain or loss generally will be long-term capital gain or loss if, at the time of the Reverse Stock Split or the Conversion, the U.S. holder has a ~~Board member:~~

a): ~~an annual~~holding period of more than one year. Long-term capital gains of non-corporate U.S. holders are subject to tax at preferential rates. The deductibility of capital losses is subject to limitations.

Information returns generally will be required to be filed with the Internal Revenue Service with respect to the payment of cash ~~retainer~~in lieu of ~~$150,000;~~

~~annual stock award with~~ a ~~value of $70,000. Stock awards are~~fractional share made pursuant to the ~~EIP, are fully vested~~Reverse Stock Split or the Conversion unless such U.S. holder is an exempt recipient and timely and properly establishes the exemption. In addition, payments of cash in lieu of a fractional share made pursuant to the Reverse Stock Split or the Conversion may, under certain circumstances, be subject to backup withholding if a U.S. holder fails to provide a correct taxpayer identification number or otherwise comply with the applicable requirements of the backup withholding rules and such U.S. holder does not otherwise establish an exemption.

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Backup withholding is not an additional tax. Any amounts so withheld under the backup withholding rules should be refunded by the Internal Revenue Service or credited against the U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the Internal Revenue Service.

THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. EACH STOCKHOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND THE CONVERSION, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS AND TREATIES.

Required Vote

The Reverse Split Proposal requires the affirmative “FOR” vote of at least a majority of the outstanding Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock), voting together as one class (with each outstanding share of Common Stock entitled to one vote and each outstanding APE entitled to one vote). You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal.

In addition, Antara owned and was entitled to vote an aggregate of 257,621,297 APEs, representing 17.8% of AMC’s issued and outstanding shares of Common Stock and APEs (with each APE representing 1/100 of a share of Series A Preferred Stock), and plans to vote in favor of the Share Increase Proposal and the Reverse Split Proposal, and, if presented, the Adjournment Proposal.

Board Recommendation

Our Board recommends a vote “FOR” the amendment of our Certificate of Incorporation to effectuate a Reverse Stock Split of the Common Stock at the ~~date~~ratio of ~~grant, and are issued on~~one share of Common Stock for every ten shares of Common Stock.

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PROPOSAL NUMBER 3
ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO PERMIT FURTHER SOLICITATION OF ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE CHARTER AMENDMENT PROPOSALS

If at the same date annual grants are made to senior management. Directors may elect to receive all or a portion of their cash retainer in stock. Stock awards must be retained until the earlier to occur of the third anniversary of the grant date or the director's departure from the Board. Unless otherwise specified by the Board,Special Meeting, the number of shares ~~awarded to each non-employee director is determined by dividing the value~~of Class A Common Stock and Series A Preferred Stock present or represented and voting in favor of the ~~award by~~Charter Amendment Proposals is insufficient to approve the ~~average closing price~~proposals, our management may move to adjourn the Special Meeting in order to enable our Board to continue to solicit additional proxies in favor of the ~~stock for~~Charter Amendment Proposals. In that event, you will be asked to vote only upon the ~~five trading days prior~~adjournment, postponement or continuation proposal and not on any other proposals.

In this proposal, we are asking you to authorize the ~~date~~holder of any proxy solicited by our Board to vote in favor of adjourning, postponing or continuing the Special Meeting and any later adjournments. If our stockholders approve the adjournment, postponement or continuation proposal, we could adjourn, postpone or continue the Special Meeting, and any adjourned session of the ~~stock award;~~Special Meeting, to use the additional time to solicit additional proxies in favor of the Charter Amendment Proposals, including the solicitation of proxies from stockholders that have previously voted against the proposals. Among other things, approval of the adjournment, postponement or continuation proposal could mean that, even if proxies representing a sufficient number of votes against the Charter Amendment Proposals have been received, we could adjourn, postpone or continue the Special Meeting without a vote on the Charter Amendment Proposals and

~~an annual cash retainer for non-employee directors who serve~~ seek to convince the holders of those shares to change their votes to votes in favor of the approval of the Charter Amendment Proposals.

Required Vote

Approval of any adjournment of the Special Meeting, if necessary or appropriate, to permit further solicitation of additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Charter Amendment Proposals requires the affirmative “FOR” vote of a majority of the outstanding Common Stock and Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock), voting together as one class, present in person or represented by proxy at the Special Meeting and entitled to vote on ~~a committee as follows:~~

Committee

Chairperson

Member

Audit
$ 30,000 $ 10,000
Compensation
15,000 10,000
Nominating and Corporate Governance
15,000 10,000

~~Director Compensation Table~~

~~The following table presents information regarding~~ the ~~compensation~~proposal (with each outstanding share of ~~our non-employee directors during~~Common Stock entitled to one vote and each outstanding APE entitled to one vote). You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the ~~year ended December 31, 2020.~~

Name

Fees Earned or
Paid in Cash(1)

Stock
Awards(2)

Total

Lloyd Hill(3)
$ 97,500 $ 85,161 $ 182,661
Howard W. "Hawk" Koch, Jr.
157,500 66,237 223,737
Philip Lader(4)(5)
185,000 66,237 251,237
Gary F. Locke(5)
167,500 66,237 233,737
Kathleen M. Pawlus
167,500 66,237 233,737
Anthony J. Saich
162,500 66,237 228,737
Adam J. Sussman(4)
155,000 66,237 221,237
Lee E. Wittlinger(6)
— — —

~~(1)~~: ~~Includes the annual cash retainer for services~~same effect as a ~~board member,~~vote against the ~~annual cash retainer for services as~~proposal.

Board Recommendation

Our Board recommends a ~~member of a committee, and~~vote “FOR” the annual cash retainer for services as a chairperson of a committee. In response to the COVID-19 pandemic and its impact on the Company, all non-employee directors agreed to forego 20% of all cash retainers payable from April 1 through July 31, 2020.

~~(2)~~

Represents the aggregate grant date fair values, as computed in accordance with Financial Accounting Standards Board's Accounting Standard Codification ("ASC") Topic 718, Compensation—Stock Compensation,


22

~~Table of Contents~~

~~calculated based upon the closing price~~adjournment of the ~~Company's Common Stock on February 28, 2020 of $6.26 per share for Mr. Hill, Mr. Koch, Mr. Lader, Mr. Locke, Ms. Pawlus, Dr. Saich, and Mr. Sussman.~~

~~(3)~~: ~~Mr. Hill elected~~Special Meeting to ~~receive~~ a ~~portion of his annual cash retainer in~~later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the ~~form of stock. Mr. Hill retired from the Board effective July 29, 2020.~~
~~(4)~~: ~~Members of the special litigation committee established to investigate and evaluate certain derivative claims received a $17,500 cash fee for their service.~~
~~(5)~~: Members of the transaction committee established to review, analyze, negotiate and recommend certain transactions involving the Company's outstanding debt received a $20,000 cash fee for their service.
~~(6)~~: ~~Mr. Wittlinger has waived payment of any fees for his services as a board member.~~


				23

~~Table of Contents~~

Charter Amendment Proposals.

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND~~
~~MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The ~~following~~ table below sets forth certain information ~~regarding~~concerning the ownership of the Company’s Common Stock and APEs (each representing 1/100 of a share of Series A Preferred Stock) as of the Record Date by: (i) each person known to the Company to be the beneficial ~~ownership~~owner of more than five percent of the Company’s Common Stock and APEs (each representing 1/100 of a share of Series A Preferred Stock), respectively; (ii) all directors and named executive officers (“NEOs”); and (iii) all directors and executive officers of the Company as a group. The notes accompanying the information in the table below are necessary for a complete understanding of the figures provided below. As of the close of business on February 8, 2023, there were [517,580,416] shares of our Common Stock outstanding and [929,849,612] APEs (each representing 1/100 of a share of Series A Preferred Stock) outstanding.

The beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, or the right to receive the economic benefit of ownership. For purposes of the table below, we deem shares subject to options that are currently exercisable or exercisable within 60 days of February [8], 2023, to be outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of ~~June 2, 2021, with respect to:~~

•: ~~each person or group of affiliated persons known by us to own beneficially more than 5%~~computing the percentage ownership of any ~~class of the outstanding shares of Common Stock, together with their addresses;~~ other person.

•

~~each of our directors, director nominees and our Named Executive Officers ("NEOs"); and~~

•

~~all directors and executive officers as a group.~~

The address for each of our directors ~~director nominees~~ and NEOs is c/o AMC Entertainment Holdings, Inc., One AMC Way, 11500 Ash Street, Leawood, Kansas 66211. Each person has sole voting and dispositive power over shares held by them, except as described below.

~~NAME~~

~~Common Stock~~
~~Number~~

Common Stock

APEs
(each representing 1/100 of a share of
Series A Preferred Stock)

Name

Number

Percentage of
Class
Outstanding

Number

Percentage of
Class
Outstanding

5% Beneficial Owners:

The Vanguard Group(1)

[47,085,666]

[9.1]%

[47,085,666]

[5.1]%

Antara Capital LP(2)

—

[257,621,297]

[27.7]%

Directors, Director Nominees and ~~Named Executive Officers~~:

NEOs:

Adam M. Aron

~~758,747~~

[1,097,199]

~~Sean D. Goodman~~

~~156,705~~

[1,348,138]

~~Craig R. Ramsey(1)~~

Denise Clark

—

~~John D. McDonald~~

~~123,739~~

~~Elizabeth Frank~~

~~113,780~~

—

Kevin Connor

[28,292]

~~Stephen A. Colanero~~

~~93,879~~

~~Howard W. "Hawk" Koch., Jr.~~

~~47,378~~

[30,070]

~~Philip Lader~~

~~31,968~~

~~Gary F. Locke~~

Sean D. Goodman

~~53,858~~

[4,420]

~~Kathleen M. Pawlus~~

~~33,101~~

~~Anthony J. Saich~~

~~43,431~~

[86,822]

~~Adam J. Sussman~~

Dan Ellis

~~31,399~~

[29,789]

~~Lee E. Wittlinger~~

~~17,722~~

[31,548]

Elizabeth Frank

[35,739]

[37,499]

Howard W. “Hawk” Koch., Jr.

[23,672]

Philip Lader

[23,672]

Gary F. Locke

[23,672]

Keri Putnam

—

~~John Zeng(2)~~

—

~~Lin Zhang(2)~~

—

Kathleen M. Pawlus

[23,672]

Anthony J. Saich

[23,672]

Adam J. Sussman

[23,672]

All directors and executive officers as a group ~~(18~~(16 persons)~~(3)~~

~~1,779,414~~

[1,529,407]

[1,866,144]

Less than 1%

(1)

Based on a Schedule 13G filed February 9 2022, by The Vanguard Group. The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355. The Schedule 13G indicates sole voting power over 0 shares and sole dispositive power over 45,852,389 shares and shared voting power over 610,631 shares and shared dispositive power over 1,233,277 shares.

(2)

Based on a Schedule 13D filed January 4, 2023, the address of Antara Capital LP, and related reporting persons Antara Capital Master Fund LP, Antara Capital Fund GP LLC, Antara Capital GP LLC and Mr. Himanshu Gulati, is 55 Hudson Yards, 47th Floor, Suite C, New York, New York 10001.

*: ~~Less than 1%~~
~~(1)~~: ~~Mr. Ramsey retired effective February 28, 2020, and is no longer a reporting person~~
TABLE OF CONTENTS
PROPOSALS OF STOCKHOLDERS FOR 2023 ANNUAL MEETING

Stockholder Proposals for Inclusion in Proxy Statement
The deadline for submission of ~~the Company, so his beneficial ownership is not publicly available.~~
~~(2)~~: Does not include shares of Common Stock held by Wanda. Mr. Zeng and Mr. Zhang are employees of Dalian Wanda Group Co., Ltd., an affiliate of Wanda America Entertainment, Inc. They do not have the power to dispose or vote any of our capital stock held by Wanda America Entertainment, Inc.
~~(3)~~: ~~Includes 273,707 shares of Common Stock beneficially held by executive officers not named~~stockholder proposals for inclusion in the ~~table.~~


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~~Table of Contents~~

~~DELINQUENT SECTION 16(A) REPORTS~~

~~Section 16(a) of~~proxy materials for the 2023 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act ~~requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file~~(“Rule 14a-8”) was December 30, 2022. Any such stockholder proposal must have been in writing, complied with the ~~SEC initial reports~~requirements of ~~ownership~~Rule 14a-8 and ~~reports of changes~~have been received by the Corporate Secretary at the Company’s principal offices at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211, no later than 5:00 pm Central Time on such date.

Stockholder Proposals and Director Nominations Not for Inclusion in ownership of our Common Stock and other equity securities. Officers, directors and holders of greater than 10% of our Common Stock are required by regulations of the SEC to furnish us with copies of all Section 16(a) reports they file.

~~To our knowledge, based solely upon a review of the copies of such reports filed electronically~~Proxy Statement

In accordance with the SEC and/or written representations that no other reports were required to be filed during 2020, all filing requirements under Section 16(a) applicable to our officers, directors and 10% stockholders were satisfied timely, except for one late Form 4 for each executive officer with respect to one transaction.


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~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

~~Policies and Procedures with Respect to Related Transactions~~

The Board has adopted the AMC Entertainment Holdings, Inc. Policy on Transactions with Related Persons as our policy for the review, approval or ratification of any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is, or will be a participant, and one of the Company's executive officers, directors, director nominees, 5% stockholders (or the immediate family or household members of any of the foregoing) or any firm, corporation or other entity in which any of the foregoing persons controls, is employed by, or has a material ownership interest (each, a "Related Person") has a direct or indirect material interest.

This policy is administered by the Audit Committee. As appropriate for the circumstances, the Audit Committee will review and consider relevant facts and circumstances in determining whether to approve or ratify such transaction. Our policy includes certain factors that the Audit Committee takes into consideration when determining whether to approve a related person transaction as follows:

•: ~~the position within or relationship of the related person with the Company;~~
•: ~~the materiality of the transaction to the related person and the Company, including the dollar value of the transaction, without regard to profit or loss;~~
•: the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction), taken in the context of the alternatives available to the Company for attaining the purposes of the transaction;
•: ~~whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that the Company offers generally to persons who are not related persons;~~
•: ~~whether the transaction is in the ordinary course of the Company's business and was proposed and considered in the ordinary course of business; and~~
•: the effect of the transaction on the Company's business and operations, including on the Company's internal control over financial reporting and system of disclosure controls and procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.

~~Related Person Transactions~~

~~Management Stockholders Agreement~~

On the closing of the merger with Wanda on August 30, 2012 ("Merger"), the Company and Wanda entered into a management stockholders agreement (the "Management Stockholders Agreement") with members of management, including certain of our NEOs. The Management Stockholders Agreement was amended in connection with our initial public offering (the "IPO"), and it continued in effect following the completion of the IPO, although the occurrence of the IPO caused certainadvance notice provisions of the ~~agreement to cease to be in effect.~~

~~Piggyback Registration Rights.~~ ~~Subject to specified limitations, all management members have unlimited piggyback registration rights. The Company has agreed to pay all registration expenses relating to these registrations.~~

~~The Management Stockholders Agreement was terminated by mutual agreement of the parties effective September 23, 2020.~~


26

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~~Registration Rights Agreement~~

In connection with the IPO, we entered into a registration rights agreement with Wanda (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company has agreed to use its best efforts to effect registered offerings upon request from WandaThird Amended and to grant incidental or "piggyback" registration rights with respect to any Common Stock held by Wanda (including Common Stock held by Wanda upon conversion of Class B common stock of the Company held by Wanda).

The obligation to effect any demand for registration by Wanda is subject to certain conditions, including limitations on the number of demand registrations and limitations on the minimum value of securities to be registered. In connection with any registration effected pursuant to the terms of the Registration Rights Agreement, we will be required to pay for all of the fees and expenses incurred in connection with such registration, including registration fees, filing fees and printing fees. However, the underwriting discounts and selling commissions payable in respect of registrable securities included in any registration are to be paid by Wanda. We have also agreed to indemnify the holders of registrable securities against all claims, losses, damages and liabilities with respect to each registration effected pursuant to the Registration Rights Agreement.

~~Tax Sharing Agreement~~

In connection with the IPO, we entered into a tax agreement with a U.S. subsidiary of Wanda. Pursuant to the tax agreement, for any period that we were members of any consolidated or other tax group of which the Wanda subsidiary was the common parent, we will pay the group's tax liabilities attributable to our activities up to the amount that would be payable by us if the Company was the common parent of the consolidated or other tax group and, in addition, we will have the right to control the filing of tax returns, audits and other tax matters of any such consolidated or other tax group.

~~Wanda Receivables~~

~~As of December 31, 2020, the Company recorded a receivable due from Wanda of $680,388 for reimbursement of general administrative and other expense incurred on behalf of Wanda.~~

~~Silver Lake Notes~~

On September 14, 2018, the Company entered into an investment agreement (the "Investment Agreement") with Silver Lake Alpine, L.P., an affiliate of Silver Lake, relating to the issuance to Silver Lake (or its designated affiliates) of $600 million principal amount of 2.95% convertible senior unsecured notes due 2024 (the "Notes") for a purchase price equal to 100% of the principal amount, subject to certain adjustments for expense reimbursement. On July 31, 2020, the Investment Agreement was amended and restated along with the indenture governing the Notes to extend the maturity date to May 1, 2026, and to grant the holders a first-priority lien on substantially all of the Company's tangible and intangible assets to secure the Notes.

Upon conversion by a holder thereof, the Company was to deliver at its election, either cash, shares of the Common Stock or a combination of cash and shares of the Common Stock. The original conversion rate was 52.7704 per $1,000 principal amount of the Notes (which represented an initial conversion price of $20.50 per share minus the $1.55 per share dividend declared by the Board on September 14, 2018). In the event that the conversion price was greater than 120% of the average of the volume-weighted average price of the Common Stock for the period of ten consecutive trading days ending on September 14, 2020 (the "Reset Conversion Price"), the conversion price for the Notes would be adjusted downward to such Reset Conversion Price. However, the conversion price reset provision was subject to a conversion price floor such that the shares issuable upon conversion of all of the Notes would not exceed 30% of the Company's then outstanding fully-diluted share capital. The volume-weighted average price of the Common Stock for the ten consecutive trading days ending on September 14, 2020 was $6.55 and, as a result, the conversion price reset provision was triggered. Effective September 14, 2020, the conversion rate was adjusted to 74.0381 per $1,000 principal amount of the notes (representing an adjusted conversion price of $13.51 after giving effect the conversion price floor). The conversion price reset provision was only applicable at September 14, 2020 and any further adjustments to the conversion price would be due to customary anti-dilution adjustments as set forth in the indenture governing the Notes.


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On January 27, 2021, the holders elected to convert all of the Notes and on January 29, 2021, the Company issued 44,422,860 shares of Common Stock to the holders and cancelled the $600,000,000 first lien indebtedness represented by the Notes.

The reset provision resulted in certain shares of the Company's Class B common stock held by Wanda and its affiliates becoming subject to forfeiture and cancellation by the Company pursuant to the Stock Repurchase Agreement described below.

~~Silver Lake Investment Agreement~~

~~Board Representation.~~ Pursuant to the Investment Agreement, as long as Silver Lake and its affiliates beneficially own at least 25% of the outstanding common stock of the Company (the "Minimum Ownership Threshold") beneficially owned by them immediately following the closing contemplated by the Investment Agreement, assuming the conversion of the Notes on a full physical basis into the Company's Common Stock and subject to certain exclusions, Silver Lake will have the right to nominate a Silver Lake managing director as a director on the Board who will serve on all standing committees of the Board (to the extent permitted pursuant to the independence requirements under applicable laws). In connection with the foregoing, Lee Wittlinger, Managing Director of Silver Lake, was appointed to the Board. Additionally, for so long as Silver Lake has the right to nominate an individual to the Board, Silver Lake will be entitled to appoint a Board observer who will observe Board meetings and receive copies of all Board materials.

With the conversion of the Notes on January 29, 2021, and Silver Lake's subsequent sale of its Common Stock, Silver Lake no longer satisfies the Minimum Ownership Threshold, so the Board nomination and observer rights have expired and, if requested by the Board, Mr. Wittlinger must tender his resignation.

~~Standstill Obligations.~~ Silver Lake and certain of its affiliates are subject to certain standstill obligations until April 29, 2021 (such period, the "Standstill Period"). During the Standstill Period, Silver Lake and such affiliates will not, among other things and subject to specified exceptions (a) acquire any securities of the Company if, immediately after such acquisition, Silver Lake, together with certain of its affiliates, would beneficially own more than 27.5% of the then outstanding common stock of the Company assuming the conversion of the Notes on a full physical basis into the Company's Common Stock and subject to certain exclusions; (b) participate in any solicitation of proxies; or (c) form, join or participate in any group (as defined in Section 13(d)(3) of the Exchange Act, as amended).

~~Participation Rights.~~ During the period from the second to the third anniversary of closing, Silver Lake had certain rights to purchase a pro rata portion of any equity securities, or instruments convertible into or exchangeable for any equity securities, in certain proposed offerings by the Company (the "Participation Rights"). Silver Lake's Participation Rights did not apply in connection with certain excluded transactions, including any acquisitions, strategic partnerships or commercial arrangements entered into by the Company or any equity compensation plans, or underwritten offerings. The Participation Rights were limited to the percentage of the Company's common stock owned by Silver Lake (assuming conversion of the Notes) as of the offering. As of January 29, 2021, Silver Lake no longer owned any common stock, rendering the Participation Rights inapplicable.

~~Registration Rights.~~ Silver Lake was also entitled to certain registration rights for the Notes and the shares of common stock issuable upon conversion of the Notes, subject to specified limitations. Such registration rights were fulfilled by the Company prior to the conversion of the Notes and sale of the common stock by Silver Lake.

~~Wanda Repurchase Agreement~~

On September 14, 2018, the Company entered into a Stock Repurchase and Cancellation Agreement (the "Stock Repurchase Agreement") with Wanda, pursuant to which the Company repurchased 24,057,143 shares of the Company's Class B common stock held by Wanda at a price of $17.50 per share. Additionally, pursuant to the Stock Repurchase Agreement up to 5,666,000 of the shares of the Company's Class B common stock held by Wanda following such repurchase (the "Forfeiture Shares") were subject to forfeiture and cancellation by the Company upon conversion of the Notes if the reset provision contained in the Indenture was triggered on September 14, 2020. Upon the conversion of the Notes on January 29, 2021, all of the Forfeiture Shares were forfeited and cancelled by the Company.


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The Stock Repurchase Agreement also provided that for so long as Silver Lake was entitled to nominate an individual to the Board, Wanda would not vote or exercise its right to consent in favor of any directors that were not previously approved by the Board and proposed on the Company's slate of directors at any meeting of stockholders of the Company at which any individuals to be elected to the Board were submitted for the consideration and vote of the stockholders of the Company. With the conversion of the Notes on January 29, 2021, and Silver Lake's subsequent sale of its Common Stock, Silver Lake is no longer entitled to nominate an individual to the Board.

~~Right of First Refusal Agreement~~

On September 14, 2018, the Company, Silver Lake and Wanda entered into a Right of First Refusal Agreement (the "ROFR Agreement"), which provided Silver Lake certain rights to purchase shares of the Company's common stock that Wanda proposed to sell during a period of two years from the date of execution of the ROFR Agreement or, if earlier, until such time that Wanda and its affiliates cease to beneficially own at least 50.1% of the total voting power of the Company's voting stock. Under the ROFR Agreement, in the event that Wanda and its affiliates ceased to beneficially own at least 50.1% of the total voting power of the Company's voting stock, then the Company would have the same right of first refusal over sales of the Company's common stock by Wanda as described above until the expiration of the two-year period beginning on the date of execution of the ROFR Agreement. In such event, the Company could exercise such right to purchase shares from Wanda from time to time pursuant to the ROFR Agreement in its sole discretion, subject to approval by the disinterested directors of the Board. If the Company exercised its right to purchase shares from Wanda pursuant to the ROFR Agreement, it would have the obligation under the Investment Agreement to offer to sell to Silver Lake a like number of shares of the Company's Common Stock, at the same per share price at which it purchased the Wanda shares. The rights under the ROFR Agreement expired on September 14, 2020.


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~~Table of Contents~~

~~PROPOSAL 3:~~
~~RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED~~
~~PUBLIC ACCOUNTING FIRM~~

The Audit Committee has selected Ernst & Young, LLP ("EY") as the independent registered public accounting firm to perform the audit of our consolidated financial statements and our internal control over financial reporting for 2021. EY served as our independent registered public accounting firm for 2020.

The Audit Committee is responsible for overseeing the qualifications, engagement, compensation, independence, and performance of the independent registered public accounting firm retained to audit the Company's consolidated financial statements and its internal control over financial reporting. The Audit Committee requires and, with its chairperson, oversees the selection process for new lead audit engagement and concurring partners every five years. Throughout this process, the Audit Committee and management will provide input to EY about AMC priorities, discuss candidate qualifications and interview potential candidates put forth by the firm. The Audit Committee will also require other key EY partners assigned to our audit to be rotated as required by the PCAOB. To help ensure continuing auditor independence, the Audit Committee will continue to periodically consider whether there should be a regular rotation of the independent auditor.

~~The 2019 RFP Process~~

In 2019, the Audit Committee conducted a comprehensive request for proposal ("RFP") process, which resulted in the Audit Committee selecting EY as the new independent registered public accounting firm for 2020. KPMG LLP ("KPMG") served as the Company's independent registered public accounting firm for the year ended December 31, 2019, having served continuously in that role since 2009. KPMG participated in the RFP process along with several other independent registered public accounting firms.

On November 14, 2019, following the conclusion of the RFP process and after careful consideration of each firm's qualifications, the Audit Committee approved the engagement of EY as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2020. KPMG was dismissed as the Company's independent registered public accounting firm effective as of February 27, 2020, when the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 with the SEC.

KPMG's audit reports on the Company's consolidated financial statements as of and for the years ended December 31, 2019 and 2018 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows:

~~KPMG's report on the consolidated financial statements~~Restated Bylaws of the Company, as amended (the “Bylaws”), any stockholder proposal submitted to us for consideration at the 2023 annual meeting but which is not intended to be included in the related proxy statement, or any director nomination, must be received between April 17, 2023, and May 17, 2023; otherwise, the proposal or nomination will be considered by us to be untimely and not properly brought before the meeting. In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of ~~and for~~director nominees other than the ~~years ended December 31, 2019 and 2018, contained separate paragraphs stating~~Company’s nominees must provide notice that ~~as discussed in Notes 1 and 2 (for~~sets forth the ~~year ended December 31, 2019) and Note 1 (for~~information required by Rule 14a-19 under the year ended December 31, 2018) to the consolidated financial statements, the Company has changed its method of accounting for the recognition of revenue and certain costs as of January 1, 2018 due to the adoption of ASC 606, ~~Revenue from Contracts with Customers~~ and as discussed in Notes 1 and 3 to the consolidated financial statements for the year ended December 31, 2019, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of ASC Topic 842, ~~Leases.~~

~~During the years ended December 31, 2019 and 2018, and the subsequent interim period through February 27, 2020, there were: (i)~~Exchange Act no ~~disagreements~~later than April 17, 2023.

FORWARD LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of ~~Item 304(a)(1)(iv)~~the Private Securities Litigation Reform Act of ~~Regulation S-K between the Company~~1995. Such statements may be made directly in this proxy statement, and ~~KPMG on any matters~~they may also be made a part of ~~accounting principles or practices, financial~~this proxy statement ~~disclosure, or auditing scope or procedure, which disagreements, if not resolved to KPMG's satisfaction, would have caused KPMG to make~~by reference to other information filed with the ~~subject matter~~SEC, which is known as “incorporation by reference.”

Words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,” “plan,” “expect,” “should,” “believe” and words of ~~the disagreements~~and terms of similar substance used in connection with ~~its reports~~any discussion of future operating or financial performance, or any potential transaction, identify forward looking statements. All forward-looking statements are management’s present estimates of future events and are subject to a number of factors and uncertainties. Such statements involve a number of risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from those anticipated.

Our stockholders are cautioned not to place undue reliance on the ~~Company's consolidated financial~~forward-looking statements, ~~for such years; and (ii) no "reportable events" within the meaning~~which speak only as of ~~Item 304(a)(1)(v) of Regulation S-K.~~


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During the fiscal years ended December 31, 2019 and 2018 and the subsequent interim period through February 27, 2020, neither the Company nor anyone on its behalf has consulted with EY regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

~~The Company filed a Form 8-K with the SEC disclosing this change in its independent registered public accounting firm on November 20, 2019.~~

We are asking our stockholders to ratify the selection of EY as our independent registered public accounting firm for 2021. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that a change would be in the best interests of the Company and our stockholders. If the stockholders fail to ratify the selection of this firm, the Audit Committee may appoint another independent registered public accounting firm or may decide to maintain its appointment of EY.

Representatives from EY are expected to attend the 2021 Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions.

~~The Board recommends a vote~~ ~~"FOR"~~ ~~ratification of the selection of EY as our independent registered public accounting firm for 2021.~~


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~~AUDIT COMMITTEE REPORT~~

Our Audit Committee reviews our financial reporting process on behalf of our Board. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements contained in the 2020 Annual Report on Form 10-K with our management and our independent registered public accounting firm for 2020, EY. Our management is responsible for the financial statements and the reporting process, including the system of internal controls. EY is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles and expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

The Audit Committee has discussed with EY the matters requiring discussion by Statement on Auditing Standard No. 1301, Communication with Audit Committees (as amended), and all other matters required to be discussed with the auditors. In addition, the Audit Committee has received the written disclosures and the letters from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor's communications with the Audit Committee concerning independence, and has discussed with the independent auditors their independence. The Audit Committee has concluded that the independent auditors currently meet applicable independence standards.

Based on the reviews and discussions to which we refer above, the Audit Committee recommended to our Board (and our Board has approved) that the audited financial statements be included in our 2020 Annual Report on Form 10-K, for filing with the SEC.

~~Audit Committee of the Board of Directors~~

~~Kathleen M. Pawlus (Chairperson)~~
~~Anthony J. Saich~~
~~Lee E. Wittlinger~~


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~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~

The following table shows the fees that the Company was billed for the audit and other services provided by EY for the year ended December 31, 2020, and KPMG for the year ended December 31, 2019. The Audit Committee has considered whether the provision of such services is compatible with maintaining the independence of KPMG and EY and determined they were compatible. The Audit Committee has the sole right to engage and terminate the Company's independent registered public accounting firm, to pre-approve their performance of audit services and permitted non-audit services, and to approve all audit and non-audit fees.

Type of Fee

Year Ended
December 31,
2020

Year Ended
December 31,
2019

Audit Fees(1)
$ 4,037,983 $ 5,339,820
Audit-Related Fees(2)
1,414,195 1,092,322
Tax Fees(3)
983,057 575,357

Total
6,435,235 7,007,499

~~(1)~~: Audit Fees include the audit of our annual financial statements and our internal control over financial reporting, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the years ended December 31, 2020 and December 31, 2019.
~~(2)~~: Audit-Related Fees includes assurance and related services by KPMG and EY that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees."
~~(3)~~: ~~Tax Fees include professional services rendered by KPMG and EY for U.S. and international tax return preparation and tax compliance.~~

~~Audit Committee Pre-Approval Policy~~

The Audit Committee has adopted policies and procedures for the pre-approval of audit services and permitted non-audit services to be performed by our independent registered public accounting firm in order to assure that the provision of such services does not impair the independent registered public accounting firm's independence. The policies provide general pre-approval for certain types of services, as well as approved costs for those services. The term of any general pre-approval is twelve months from the date of ~~pre-approval unless the Audit Committee specifies otherwise. Any costs~~this proxy statement or services that are not given general pre-approval require specific pre-approval by the Audit Committee. The policy directs that, if management must make a judgment as to whether a proposed service is a pre-approved service, management should seek approval of the Audit Committee before such service is performed.

Requests to provide services that require specific approval by the Audit Committee must be submitted to the Audit Committee (or the chairperson of the Audit Committee as provided below) by both the independent auditor and management, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC's rules on auditor independence. Under the Audit Committee's pre-approval policy, the chairperson of the Audit Committee has the authority to address any requests made for pre-approval of services between Audit Committee meetings, and the chairperson must report any pre-approval decisions made between Audit Committee meetings to the Audit Committee at its next scheduled meeting. The policy prohibits the Audit Committee from delegating its responsibility to pre-approve any permitted services to management.

~~The Audit Committee pre-approved all services provided by EY for 2020.~~


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~~COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION~~

The Compensation Committee has reviewed and discussed with management the disclosures contained in the following section entitled "Compensation Discussion and Analysis." Based on this review and discussion, the Compensation Committee recommended to the Board that the section entitled "Compensation Discussion and Analysis" be included in this Proxy Statement for the 2021 Annual Meeting.

~~Members of the Compensation Committee:~~

~~Lee E. Wittlinger, Chairperson~~
~~Howard W. "Hawk" Koch, Jr.~~
~~Philip Lader (effective March 20, 2021)~~
~~Adam J. Sussman (effective March 20, 2021)~~
~~John Zeng~~


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~~COMPENSATION DISCUSSION AND ANALYSIS~~

The following Compensation Discussion & Analysis ("CD&A") describes the philosophy, objectives and structure of our fiscal year 2020 executive compensation program. This CD&A is intended to be read in conjunction with the tables below, which provide further detail and historical compensation information for our NEOs as identified below.


~~Name~~		~~Position~~

~~Adam M. Aron~~		~~Chief Executive Officer, President and Director~~
~~Sean D. Goodman~~		~~Executive Vice President and Chief Financial Officer~~
~~Craig R. Ramsey(1)~~		~~Former Executive Vice President and Chief Financial Officer~~
~~John D. McDonald~~		~~Executive Vice President, U.S. Operations~~
~~Elizabeth F. Frank~~		~~Executive Vice President, Worldwide Programming and Chief Content Officer~~
~~Stephen A. Colanero~~		~~Executive Vice President, Chief Marketing Officer~~

~~(1)~~: ~~Mr. Ramsey retired effective February 28, 2020.~~

~~EXECUTIVE SUMMARY~~

~~2020 Business Review; Impact of the COVID-19 Pandemic~~

While 2020 had an impressive start with strong January and February box office performance, the COVID-19 pandemic presented the Company with the greatest obstacle in its 100 year history. The COVID-19 pandemic and the public health response to it had a catastrophic impact on the Company's business and made previously established short and long-term performance targets extraneous to our core objective—the Company's survival.

With initial reports of COVID-19 infections in late February 2020, the Company began contingency planning for potential impacts on its business. On March 4, 2020 our theatres in Italy were ordered closed with additional restrictions following in other jurisdictions. On March 17, 2020, we temporarily suspended all theatre operations in our U.S. markets and International markets in compliance with local, state, and federal governmental restrictions and recommendations on social gatherings to prevent the spread of COVID-19 and as a precaution to help ensure the health and safety of our guests and theatre staff. We resumed limited operations in the International markets in early June 2020 and limited operations in the U.S. markets in late August 2020. A COVID-19 resurgence during the fourth quarter of 2020 resulted in additional local, state, and federal governmental restrictions and many previously reopened theatres in International markets temporarily suspended operations again. During periods in which theatres were not operating, the Company generated essentially no revenue while continuing to incur significant fixed costs.

Even as some theatres were allowed to reopen, our business operated at a substantial reduction when compared to pre-pandemic periods due to (i) limited new film product resulting from release postponements and shifts to home video platforms, (ii) continued closures in some of our largest markets, including New York and Los Angeles, (iii) capacity and operating restrictions at open theatres imposed by local governments, and (iv) consumer concerns over returning to public venues. When compared to fourth quarter of 2019, attendance at our theatres was down 92.3% in the U.S. and 89.2% internationally in the fourth quarter of 2020.

While availability of COVID-19 vaccines and a robust new film release calendar for later in 2021 are reasons for optimism, the Company continues to experience dramatic impacts from the pandemic. As of March 31, 2021, 585 out of 589 U.S. theatres and 97 out of 356 international theatres were operating with limited new film releases and capacity restrictions.


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~~In response to the COVID-19 pandemic and its impact on the business, the Company's management took a number of extraordinary actions to preserve value for the Company's stockholders, including:~~

•: Suspended non-essential operating expenditures, including marketing & promotional and travel and entertainment expenses; and where possible, utilities, and reduced essential operating expenditures to minimum levels necessary while theatres were operating for limited hours or were closed;
•: Maintained and secured theatre assets during the suspension of operations to preserve the ability to quickly initiate operations and generate revenue when permitted while eliminating or deferring non-essential capital and maintenance expenditures to minimum levels necessary;
•: Developed a comprehensive AMC Safe & Clean program to prepare for and allow resumption of operations at the Company's theatres while minimizing risk to the health and safety of our guests and employees;
•: ~~Preserved relationships with a large employee base during prolonged furloughs to allow for sufficient staffing resources to efficiently recommence operations;~~
•: ~~Collaborated with hundreds of landlords, vendors and other business partners to manage, defer, and/or abate rent and operating expenses;~~
•: ~~Negotiated a first-of-its-kind deal with a major studio to share in premium video-on-demand revenue for films released with a shortened exclusive theatrical window;~~
•: ~~Introduced an active cash management process;~~
•: ~~Monitored, applied for and obtained governmental assistance where available;~~
•: ~~Secured nearly $1.3 billion in new debt financing in multiple transactions between April 2020 and February 2021;~~
•: ~~Executed several "at-the-market" equity offerings between September 2020 and May 2021 generating nearly $1.3 bilion in gross proceeds;~~
•: ~~Reduced the principal amount of outstanding debt by approximately $1.25 billion through debt exchange offers and conversion of debt to equity; and~~
•: ~~Arranged the sale of non-core assets, including theatres located in Lithuania, Latvia and Estonia.~~

~~Compensation Decisions~~

Our compensation program is grounded in a pay-for-performance philosophy and designed with equity as a significant component of compensation. Performance goals in both our short- and long-term incentive plans are set at challenging levels, with the ultimate goal that the achievement of operating, financial and other goals will drive long-term, sustainable stockholder value growth. In addition, a key goal of executive compensation is to attract, retain, motivate and reward talented executives. However, the severe and continuing effects of the COVID-19 pandemic dramatically impacted the Company's financial performance and the price of the Company's Common Stock for reasons unrelated to the performance by our management and employees in managing the Company's business and preserving stockholder value during the pandemic. While our response to the COVID-19 pandemic warranted uncommon actions with respect to compensation programs, our underlying philosophy has not been permanently altered or abandoned.

As outlined above, in the view of the Compensation Committee, management successfully undertook major initiatives to reduce and control costs, restructure a substantial portion of the Company's debt, structure more favorable arrangements with studios and landlords, reopen theatres safely, promote attendance and keep the business ready for a return to normalcy. These initiatives, in the view of the Compensation Committee, were essential to preserving the


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Company's business and stockholder value at a critical time for the Company. Consequently, at a time when the Company needed to retain and incentivize management and employees, key aspects of the Company's previously-established incentive plans provided little value and would not work as intended, which the Compensation Committee believed was inconsistent with the aims of the Company's compensation philosophy.

Noting that the Company had seen a significant increase in voluntary resignations by important members of management resulting from financial and operational instability in the movie theatre industry generally, sizable salary reductions and a substantial decrease in the value of stock-related compensation, the Compensation Committee determined that the Company needed to take tangible steps to retain management and key employees to enable the Company to emerge from the impact of the COVID-19 pandemic. Recognizing that retention of the Company's leadership was one of the most critical issues it faced in confronting the ongoing challenges presented by the COVID-19 pandemic, the Compensation Committee made a number of strategic and extraordinary decisions during 2020. We believe that our exercises of discretion were reasonable and necessary in light of our executive officers' actions in circumventing potentially catastrophic outcomes for stockholders. Each of the decisions outlined below is more fully described in the subsequent sections of this CD&A and the tables below.

~~Decisions Prior to the Onset of the COVID-19 Pandemic~~

•: ~~Based on the Company's recent performance and projected industry conditions in 2020, the Compensation Committee did not increase base salaries for our CEO, CFO, or other NEOs for 2020.~~
•: Recognizing that the net profit threshold included in the performance goals for annual PSU grants since 2016 was no longer an appropriate condition for vesting due to the highly volatile nature of our industry and the fact that the market generally does not measure our performance based upon net profit, in February 2020 the outstanding PSU awards granted in 2018 and 2019 were modified to remove the net profit threshold. The PSUs remained subject to achievement of meaningful three-year Adjusted EBITDA and diluted earnings per share performance targets. Further, the net profit threshold will not be used for any compensation programs going forward.
•: Commencing with the 2020 annual equity incentive grants, in order to better align compensation programs with market measures of company performance, the diluted earnings per share performance metric was replaced with a free cash flow performance metric for a portion of annual PSU grants, with the remainder subject to an Adjusted EBITDA performance goal.
•: In order to provide greater incentives to attain performance within the vesting window, payouts at threshold for both annual cash incentives and long-term equity incentives were increased from 30% to 50% of target. Outstanding equity awards were not affected and continued to vest on the previous scale. Maximum payout achievable did not change.
•: As a long-term incentive to provide significant returns to stockholders and more closely align those incentives with stockholder returns, the Compensation Committee approved a special grant of market price conditioned PSUs (the "2020 SPSUs") awarded to certain senior officers of the Company, including the NEOs. The 2020 SPSUs were intended to vest upon attainment of target stock prices within 10 years of grant. In exchange for the grants, the executives agreed to reductions in their total compensation, including base salary, annual cash bonus opportunity, and annual long-term incentive awards, for a period of three years.

~~Decisions in Response to the COVID-19 Pandemic~~

•: Effective April 1, 2020, the base salaries of all officers, including our CEO, CFO and other NEOs were reduced by at least 20%. Salary reductions were subsequently reinstated effective September 3, 2020 in conjunction with the reopening of a substantial number of the Company's theatres. In addition, non-healthcare employee benefits, including 401k matching contributions, were reduced or eliminated for the balance of 2020.


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•: Given the impossibility of attainment of the three-year cumulative performance targets due to the COVID-19 pandemic and expected continuing industry volatility, outstanding PSU grants made in 2018, 2019, and 2020 were modified to divide each grant into three equal tranches. The three-year cumulative performance targets were replaced with three separate one-year performance targets, each allocated to a tranche. Grants remained subject to a three-year service requirement and the potential for prorated vesting was eliminated.
•: The performance targets for PSU tranches allocated to the 2020 fiscal year were waived and such tranches were deemed eligible to vest below target at 90% in recognition of management's extraordinary efforts in responding to the COVID-19 pandemic. Tranches allocated to other fiscal years remained subject to achievement of substantive performance metrics.
•: ~~Vesting of RSUs and PSUs scheduled for January 2021 was accelerated to December 28, 2020, to allow for certainty with regard to tax rates applicable upon vesting.~~
•: ~~Stock ownership guidelines applicable to the Company's NEOs were suspended.~~
•: The 2020 SPSUs were modified to waive the performance targets for tranches I through IV and allow immediate vesting in October 2020. The shares delivered upon such accelerated vesting were made subject to a one-year holding requirement. In addition, the stock price targets for tranches V and VI were lowered from $28 and $32 to $4 and $8, respectively. These actions were taken in response to the anticipated long-term impact of the COVID-19 pandemic on the Company's stock price and the significant increase in outstanding stock resulting from stock issuances undertaken to stabilize the Company's liquidity. The 2020 SPSU recipients' compensation components were restored to their pre-reduced levels effective October 30, 2020.
•: ~~No payouts were made pursuant to the Company's annual incentive compensation program ("AIP") for 2020.~~
•: ~~In light of the extreme challenges faced and met by our executive officers in response to the COVID-19 pandemic, special incentive bonuses were approved in October 2020 and February 2021.~~

~~How Our Compensation Program Works~~

The Compensation Committee regularly reviews best practices in executive compensation and uses the following guidelines to design our compensation programs during ordinary business cycles, with exceptions made only under extraordinary circumstances:


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~~Components of Our Pay~~

Our Compensation Committee oversees our executive compensation program, which includes three primary compensation elements: base salary, annual cash incentives, and long-term equity awards. The Compensation Committee has tailored our program to incentivize and reward specific aspects of Company performance that it believes are central to delivering long-term stockholder value.

The Compensation Committee utilizes the above mentioned compensation elements to promote a performance-based culture that aligns the interests of management and stockholders. To do this, the Compensation Committee chooses an appropriate balance of fixed and variable pay as well as long-term versus short-term incentives and opportunities. In 2020, our target pay mix was as follows, excluding Mr. Ramsey, who retired early in the year, the impact of modifications to outstanding equity awards and special incentive bonuses awarded during the year:


~~CEO Target Pay Mix~~		~~Average Other NEO Target Pay Mix~~


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The realizable pay of our executives has been much lower than the figures in the Summary Compensation Table. For example, our CEO's equity grants over the past three years had an aggregate value, as reported on the Summary Compensation Table, of approximately $26.8 million, including the impact of modifications; due to the decline in share price over that time period and the Company's performance against targets, the realizable value of those grants at target was only $6.6 million as of ~~December 31, 2020. The illustration below shows how our CEO's pay is aligned with our stock price performance, and therefore aligned with the interests of stockholders.~~

~~Consideration of Say on Pay Results~~

The Board and the Compensation Committee continually evaluate our compensation policies and practices. As part of that process, the Board and the Compensation Committee consider the results of our annual advisory vote on executive compensation, commonly known as the "say-on-pay" vote. At our 2020 Annual Meeting, approximately 96% of the votes were cast in support of the say-on-pay proposal. The Company has considered this voting result, and in light of this strong support, our compensation policies and decisions continue to be focused on financial performance and aligning the interests of executives with the interests of stockholders.

Further, at our 2020 Annual Meeting, a vote was held on the frequency with which the Company submits executive compensation to an advisory vote of stockholders, commonly known as the "say-when-on-pay" vote. More than 99% of the votes cast favored holding the say-on-pay vote every year and the Board and Compensation Committee plan on continuing to do so.

~~EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAM OBJECTIVES~~

~~The goals of the Compensation Committee with respect to executive compensation are:~~

•: ~~to attract, retain, motivate and reward talented executives;~~
•: ~~to tie annual compensation incentives to the achievement of specified performance objectives; and~~
•: ~~to achieve long-term creation of value for our stockholders by aligning the interests of these executives with those of our stockholders.~~

To achieve these goals, we endeavor to maintain compensation plans that tie a substantial portion of executives' overall compensation to key strategic, operational and financial goals and other non-financial goals that the Compensation Committee deems important. The Compensation Committee evaluates our compensation programs to ensure they are supportive of these goals and our business strategy and align the interests of our executives with those of our stockholders.


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~~EXECUTIVE COMPENSATION PROGRAM ELEMENTS~~

Our executive compensation program primarily consists of a combination of base salary, annual cash incentives, and long-term equity incentives. Our Compensation Committee believes that a combination of these elements offers the best approach to achieving our compensation goals, including attracting and retaining talented and capable executives and motivating our executives and other officers to expend maximum effort to improve the business results and earnings and create long-term, sustainable growth of stockholder value.

~~Base Salaries~~

Base salaries for our NEOs are reviewed from time to time by the Compensation Committee and may be increased pursuant to such review and in accordance with guidelines contained in the various employment agreements in order to realign salaries with market levels after taking into account individual responsibilities, performance and experience. Base salaries for our NEOs are established based on several considerations, including:

•: ~~the scope of their responsibilities~~
•: ~~current competitive practices of peer group companies~~
•: ~~individual performance and achievements~~
•: ~~current compensation~~
•: ~~recommendations from the CEO for executives (other than the CEO)~~

~~The table below shows the annual base salaries for our NEOs for 2020, compared to 2019:~~

Executive

2020 Base
Salary

2019 Base
Salary

% Increase /
(Decrease)

Adam M. Aron
$ 1,187,500 $ 1,250,000 (5)%
Sean D. Goodman
675,000 — N/A
Craig R. Ramsey
750,000 750,000 0%
John D. McDonald
528,086 555,880 (5)%
Elizabeth F. Frank
528,086 555,880 (5)%
Stephen A Colanero
508,250 535,000 (5)%

In exchange for the 2020 SPSU grants which are described below, the NEOs agreed to certain reductions in their total compensation, including a five percent reduction in their base salary, for a period of three years. With the subsequent modification of the 2020 SPSUs, each NEO's base salary was returned to its pre-reduction level on October 30, 2020. Mr. Goodman was not a NEO in 2019 and did not receive a salary reduction in connection with the 2020 SPSUs because his initial salary was established with consideration given to the 2020 SPSU grants. Mr. Ramsey retired on February 28, 2020 and was not eligible for a salary adjustment for 2020.

In response to the COVID-19 pandemic, all NEO base salaries were reduced by 20% for the period from April 1, 2020 until September 3, 2020, when a significant portion of the Company's theatres were allowed to recommence operations.

~~Annual Incentive Program~~

The Compensation Committee has the authority to award annual incentive bonuses to our NEOs pursuant to our annual incentive compensation program ("AIP"), which historically have been paid in cash and traditionally have been paid in a single installment in the first quarter of the subsequent year upon certification of performance by the Compensation Committee.


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Under employment agreements with our NEOs, each NEO is eligible for an annual bonus, as it may be determined by the Compensation Committee from time to time. We believe that annual bonuses based on performance serve to align the interests of management and stockholders. Individual bonuses are performance based and, as such, can be highly variable from year to year. The annual incentive bonus opportunities for our NEOs are determined by our Compensation Committee, taking into account the recommendation of our CEO (except with respect to his own bonus).

~~Payout Opportunities~~

Consistent with the prior year, the aggregate bonus for each NEO was set as a percentage of base salary ranging from 65% to 200% and, except for Mr. Aron and Mr. Goodman, was apportioned to a Company component (80%) and an individual component (20%). However, in the case of Mr. Aron and Mr. Goodman, their aggregate bonus is entirely based on Company performance with no individual component.

~~2020 Performance Goals~~

~~Company Performance:~~ For 2020, this component was based on attainment of Adjusted EBITDA goals, with payouts ranging from 0% to 200% of target. For purposes of the AIP, Adjusted EBITDA is determined in the same manner as described and defined in the Company's Annual Report on Form 10-K, but excluding cash distributions from non-consolidated subsidiaries and attributable EBITDA from minority equity investments. For 2020 the Adjusted EBITDA performance levels ranged from a threshold of $577,782,400 (50% payout) to a target of $722,228,000 (100% payout) to a maximum of $866,673,600 (200% payout). Company performance is highly dependent upon the timing and popularity of the films released by distributors in the markets in which we operate leading to the potential for volatility and requiring a significant number of assumptions and projections involved in setting performance targets. The following chart represents the AIP payout scale for the Company component:

~~Individual Performance:~~ The individual component of the bonus is based on achievement of individual key performance objectives and overall individual performance and contribution to our strategic and financial goals. Our Compensation Committee and, except with respect to his own bonus, our CEO, retain certain discretion to decrease or increase individual component bonuses relative to the targets based on qualitative or other subjective factors deemed relevant by the Compensation Committee. The key performance objective setting process was interrupted in 2020 by the onset of the COVID-19 pandemic.


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~~2020 Payouts~~

~~The following table summarizes the AIP bonus for our NEOs for 2020:~~

Opportunity

Target Actual

2020 Base (as % of base Target Allocation Achievement 2020 Earned
��
Executive
Salary salary) ($) Company Individual Company Individual AIP

Adam M. Aron
$ 1,250,000 200% $ 2,500,000 100% —% —% —% $—
Sean D. Goodman
675,000 70% 472,500 100% —% —% —% —
Craig R. Ramsey
750,000 N/A N/A N/A N/A N/A N/A —
John D. McDonald
555,880 70% 389,100 80% 20% —% —% —
Elizabeth F. Frank
555,880 65% 361,300 80% 20% —% —% —
Stephen A. Colanero
535,000 65% 347,750 80% 20% —% —% —

The base salary and target AIP amounts set forth above represent amounts after reinstatement of the compensation reductions in connection with the 2020 SPSUs. Our Compensation Committee and the Board did not approve any bonus amounts to be paid for performance during 2020. As a result of the COVID-19 pandemic, the Company's Adjusted EBITDA was significantly negative and did not attain the threshold performance level for the year ended December 31, 2020. Further, it was determined that individual components of the AIP would not be paid out for 2020.

~~2020 Special Incentive Bonuses~~

In order to recognize the extraordinary actions taken by the management team during the COVID-19 pandemic to secure the Company's survival and preserve stockholder value and to retain management and key employees to enable the Company to emerge from the impact of the COVID-19 pandemic, the Board and Compensation Committee determined it was in the Company's best interest to pay special incentive bonuses.

The special incentive bonuses were approved in two rounds with an initial amount approved in October 2020 and a final amount in February 2021. Bonus pools of approximately $9.2 million and $8.3 million were established in October 2020 and February 2021, respectively, for a total of $17.5 million. The special incentive bonuses approved for the NEOs are included in the chart below.

Executive

Initial
Bonus

Additional
Bonus

Total
Bonus

Adam M. Aron
$ 1,250,000 $ 3,750,000 $ 5,000,000
Sean D. Goodman
253,750 507,500 761,250
Craig R. Ramsey
— — —
John D. McDonald
194,550 194,550 389,100
Elizabeth F. Frank
180,650 180,650 361,300
Stephen A. Colanero
173,875 173,875 347,750

~~Equity-Based Incentive Compensation Program~~

Our Compensation Committee believes that the equity-based incentive compensation program furthers our goal to attract, retain and motivate talented executives by enabling such executives to participate in the Company's long-term growth and financial success and aligns the interests of management and stockholders.

~~Our annual grants are equally split between:~~

•: ~~Time-vesting Restricted Stock Units ("RSUs"); and~~
•: ~~Performance-vesting Performance Stock Units ("PSUs").~~


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Each RSU and PSU represents the right to receive one share of Common Stock on a future settlement date. To determine the size of grants, our Compensation Committee considers prior executive performance, level of responsibility, the executive's ability to influence the Company's long-term growth and business performance, among other factors. The Compensation Committee does not apply a strict methodology to these factors, and does not benchmark executive pay to a particular reference point of the peer group. Company performance is highly dependent upon the timing and popularity of the films released by distributors in the markets in which we operate leading to the potential for volatility and requiring a significant number of assumptions and projections involved in setting performance targets. Equity-based compensation components reflected in the executive compensation tables for 2020 are not representative of ongoing compensation practices due to the impacts of the one-time 2020 SPSU grants and the modifications to outstanding equity awards in response to the COVID-19 pandemic. The table below provides a breakdown of the impacts from the extraordinary non-recurring items to the NEO's reported stock awards value for 2020 in the Summary Compensation Table based on the grant or modification date fair value for each award:

Executive

Annual
Grants

One-Time
SPSU Grants

Grant
Modifications

Total Stock
Awards
Reported

Adam M. Aron
$ 5,558,880 $ 5,172,500 $ 4,067,608 $ 14,798,988
Sean D. Goodman
1,135,439 1,034,500 691,211 2,861,150
Craig R. Ramsey
— — — —
John D. McDonald
691,229 724,150 566,552 1,981,932
Elizabeth F. Frank
693,871 724,150 566,703 1,984,724
Stephen A. Colanero
697,089 724,150 566,888 1,988,126

~~2020 Annual Equity Grants & Modifications~~

On February 26, 2020, the Compensation Committee approved grants of RSUs, and PSUs (the "2020 RSUs" and "2020 PSUs"), to certain of the Company's employees under the EIP. Our NEOs received the following grants (in units) after giving effect to the agreed upon reductions to annual equity awards, base salary and annual incentive opportunities in exchange for the 2020 SPSUs:

Executive

2020 RSUs

2020 PSUs

Total

Adam M. Aron
444,000 444,000 888,000
Sean D. Goodman
90,690 90,690 181,380
Craig R. Ramsey
— — —
John D. McDonald
55,210 55,210 110,420
Elizabeth F. Frank
55,421 55,421 110,842
Stephen A. Colanero
55,678 55,678 111,356

~~Restricted Stock Units~~

The 2020 RSUs vest ratably over a three-year period, with the first tranche vesting on the first business day of the fiscal year starting after the grant date. The executive must remain employed by the Company through the last day of the fiscal year immediately prior to the vesting date. A dividend equivalent equal to the amount paid, if any, in respect of one share of Common Stock underlying the RSUs begins accruing with respect to the RSUs on the date of ~~grant. Such accrued dividend equivalents~~any document incorporated by reference in this proxy statement, as applicable. We are ~~paid to the holder upon vesting of the RSUs.~~

On October 30, 2020, the 2020 RSUs were modified to provide that vesting of the first tranche would be accelerated from January 4, 2021 to December 28, 2020 to allow for certainty with regard to the tax rates applicable upon vesting. Due to the immaterial nature of the modification, the lack of impact on the probability of vesting, and the stock price decline between the original grant date and modification date,under no ~~additional stock-based compensation was recognized in accordance with ASC 718,~~ ~~Compensation~~—~~Stock Compensation~~~~. The modification did not affect the scheduled vesting dates for subsequent tranches of the 2020 RSUs.~~


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~~Performance Stock Units~~

At the time of grant, the 2020 PSUs were subject to three-year cumulative Adjusted EBITDA and free cash flow ("FCF") performance target conditions and service conditions. For purposes of the EIP, Adjusted EBITDA is determined in the same manner as described and defined in the Company's Annual Report on Form 10-K, but excluding cash distributions from non-consolidated subsidiaries and attributable EBITDA from minority equity investments. For purposes of the EIP, FCF is defined as cash flow from operations less gross capital expenditures and changes in construction payables.

Of the 2020 PSUs, 60% were awarded subject to a cumulative Adjusted EBITDA target with the remaining 40% subject to a cumulative FCF target during the performance period. Vesting of the PSUs was originally based upon the following cumulative three-year performance goals:

Performance Goals

Metric

Weighting

Threshold

Target

Maximum

Adjusted EBITDA(1)
60% $ 2,006,400,000 $ 2,508,000,000 $ 3,009,600,000
FCF(1)
40% 397,920,000 497,400,000 596,880,000
Potential Payout 50 % 100 % 200 %

~~(1)~~: Adjusted EBITDA and FCF are non-GAAP financial measure and should not be construed as an alternative to net earnings and cash flow from operations (each as determined in accordance with U.S. GAAP) as indicators of operating performance.

As a result of the COVID-19 pandemic, the Compensation Committee determined that the performance targets applicable to the 2020 PSUs were unobtainable which would have the effect of eliminating the grants and thus removing an appropriate incentive for management to continue to take action to maximize operational results and preserve stockholder value. Therefore, on October 30, 2020, the 2020 PSUs were modified to divide each grant into three equal tranches with each tranche allocated to a fiscal year within the three-year performance period covered by the grant (each a "Tranche Year"). Further, the cumulative three-year performance targets were replaced with three separate targets with each applicable to a corresponding Tranche Year. The Compensation Committee waived attainment of the Adjusted EBITDA and FCF performance targets for the 2020 Tranche Year and set an eligible vesting level below target at 90% for the PSUs allocated to such year in recognition of management's extraordinary efforts in responding to the COVID-19 pandemic. The subsequent tranches remain subject to substantive performance targets established and approved by the Compensation Committee in conjunction with the budgeting process for the applicable year. The 2020 PSUs will be forfeited upon termination of the holder's employment for any reason prior to December 31, 2022 (eliminating the possibility of pro-rata vesting). Unless earlier forfeited, the 2020 PSUs will vest (with each tranche vesting in accordance with the performance attained during its applicable Tranche Year) on the date the Compensation Committee certifies performance levels for the final Tranche Year covered by the grant.

~~Following modification, the 2020 PSUs with Adjusted EBITDA performance targets had the following Tranche Years with associated performance targets, certified attainments, and eligible vesting levels:~~

Tranche Year

Adjusted EBITDA
Target

Certified
Attainment

Eligible Vesting
Level

2020
$ 722,200,000 N/A 90%
2021
TBD TBD TBD
2022
TBD TBD TBD


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~~Following modification, the 2020 PSUs with FCF performance targets had the following Tranche Years with associated performance targets, certified attainments, and eligible vesting levels:~~

Tranche Year

FCF Target

Certified
Attainment

Eligible
Vesting Level

2020
$ 61,600,000 N/A 90%
2021
TBD TBD TBD
2022
TBD TBD TBD

~~Because achievement of the performance targets prior to modification was improbable and became probable after modification, in accordance with ASC 718,~~ ~~Compensation~~—~~Stock Compensation~~, additional stock compensation for the 2020 PSUs allocated to the 2020 Tranche Year was recognizable on the modification date equal to the incremental fair value. Stock compensation for the 2020 PSUs allocated to the 2021 and 2022 Tranche Years will not be determined until targets for such Tranche Years are established and will be shown in the summary compensation table for such years. See "Summary Compensation Table" and "Grants and Modifications of Plan-Based Awards" below for compensation amounts in 2020.

~~2020 Special PSU Equity Grants & Modifications~~

On February 26, 2020, the Compensation Committee approved the one-time 2020 SPSU grants under the EIP to provide a long-term incentive to deliver significant returns to stockholders through stock appreciation. The 2020 SPSUs were originally scheduled to vest based upon achieving certain target prices for the Common Stock, subject to the certain service conditions. Achievement of the target prices was to be determined using the volume weighted average closing price of the Common Stock over a 20 trading day period ("20-day VWAP"). Any unvested 2020 SPSUs remaining were to expire and be forfeited on the tenth anniversary of the grant date. In exchange for the 2020 SPSUs, the NEOs agreed to a reduction in his or her base salary, AIP bonus opportunity, and annual equity grants under the EIP for three years. The total 2020 SPSU grants to our NEOs are set forth below:


~~Executive~~			~~2020 SPSUs~~

~~Adam M. Aron~~			~~1,500,000~~
~~Sean D. Goodman~~			~~300,000~~
~~Craig R. Ramsey~~			—
~~John D. McDonald~~			~~210,000~~
~~Elizabeth F. Frank~~			~~210,000~~
~~Stephen A. Colanero~~			~~210,000~~

~~For each NEO, the 2020 SPSU grant was divided into six equal tranches with each tranche vesting upon attainment of target prices for our Common Stock as set forth below:~~

Tranche

Target Price
(20-day VWAP)

I
$ 12
II
16
III
20
IV
24
V
28
VI
32

As a result of the anticipated long-term impact of the COVID-19 pandemic on the Company's stock price and with the significant increase in the Company's outstanding stock resulting from stock issuances undertaken to stabilize the Company's liquidity, the Compensation Committee determined that the target prices applicable to the 2020 SPSUs were not likely to be obtained before expiration, rendering their incentive and retention objectives ineffective during a time of heightened need for both. Therefore, on October 30, 2020, the 2020 SPSUs were modified to waive the target price target and service conditions for tranches I through IV, allowing for immediate vesting of such tranches, subject to a one-year


46

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holding requirement for the Common Stock delivered upon vesting. Further, the price targets for our Common Stock applicable for tranches V and VI were reduced to $4 and $8, respectively, with a one-year service condition. The stock price targets were attained for tranches V and VI in January 2021 allowing for vesting of both tranches on October 30, 2021, subject to continued employment by the NEO through such date.

As a result of the modification of the 2020 SPSUs and subsequent stock price performance, our NEOs vested in the 2020 SPSUs set forth below on October 30, 2020, and are eligible to vest in the 2020 SPSUs set forth below on October 30, 2021:

2020 SPSUs

Executive

Vested
10/30/20

Eligible to Vest
10/30/21

Adam M. Aron
1,000,000 500,000
Sean D. Goodman
200,000 100,000
Craig R. Ramsey
— —
John D. McDonald
140,000 70,000
Elizabeth F. Frank
140,000 70,000
Stephen A. Colanero
140,000 70,000

~~In accordance with ASC 718,~~ ~~Compensation~~—~~Stock Compensation~~, additional stock compensation for the 2020 SPSUs was recognizable on the modification date based upon the incremental fair value at the date of modification determined by comparing the fair values immediately before the modification (including the impact of declines in the Company's stock price between the original grant date and the modification date) and after the modification. See "Summary Compensation Table" and "Grants and Modifications of Plan-Based Awards" below for compensation amounts in 2020.

~~2019 Annual Equity Award Modifications~~

~~Restricted Stock Units~~

On October 30, 2020, the 2019 RSUs were modified to provide that vesting of the next tranche would be accelerated from January 4, 2021 to December 28, 2020, to allow for certainty with regard to tax rates applicable upon vesting. Due to the immaterial nature of the modification, the lack of impact on the probability of vesting, and the stock price decline between the original grant date and modification date, no additional stock-based compensation was recognized in accordance with ASC 718, ~~Compensation~~—~~Stock Compensation~~~~. The modification did not affect the scheduled vesting dates for subsequent tranches of the 2019 RSUs.~~

~~Performance Stock Units~~

Recognizing that the net profit threshold was no longer an appropriate condition for vesting, in February 2020, the Compensation Committee modified the annual PSU awards originally granted in 2019 (the "2019 PSUs") to remove the net profit threshold. The modification was approved in recognition of the highly volatile nature of our industry and the fact that the market generally does not measure the Company's performance based upon net profit. The modification had no effect on the meaningful Adjusted EBITDA and diluted earnings per share ("Diluted EPS") performance targets applicable to the 2019 PSUs. For the 2019 PSUs with a Diluted EPS target, due to the level of attainment versus target levels, vesting was improbable both before and after modification so no additional stock compensation expense was recognizable in accordance with ASC 718, ~~Compensation~~—~~Stock Compensation~~. Further, for the 2019 PSUs with an Adjusted EBITDA target, no additional stock compensation was recognized because the modification was contemporaneous with the onset of the COVID-19 pandemic which rendered attainment of the performance targets improbable.

For the same reasons set forth for the 2020 PSUs, on October 30, 2020, the 2019 PSUs were modified to divide each grant into three equal tranches with each tranche allocated to a Tranche Year. The cumulative three-year Adjusted EBITDA and Diluted EPS performance targets were replaced with three separate targets with each applicable to a corresponding Tranche Year. The Compensation Committee certified actual performance against targets for the 2019 Tranche Year and set eligible vesting levels, if any, in accordance with such attainment. The Compensation Committee waived attainment of the


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performance targets for the 2020 Tranche Year and set an eligible vesting level below target at 90% for the PSUs allocated to such year in recognition of management's extraordinary efforts in responding to the COVID-19 pandemic. The 2021 Tranche Year remains subject to substantive performance targets established and approved by the Compensation Committee in conjunction with the budgeting process for 2021. The 2019 PSUs will be forfeited upon termination of the holder's employment for any reason prior to December 31, 2021 (eliminating the possibility of pro-rata vesting). Unless earlier forfeited, the 2019 PSUs will vest (with each tranche vesting in accordance with the performance attained during its applicable Tranche Year) on the date Compensation Committee certifies performance levels for the final Tranche Year covered by the grant.

~~Following modification, the 2019 PSUs with Adjusted EBITDA performance targets had the following Tranche Years with associated performance targets, certified attainments, and eligible vesting levels:~~

Tranche Year

Adjusted EBITDA
Target

Certified
Attainment

Eligible Vesting
Level

2019
$ 807,218,000 $730,629,000 68.5%
2020
914,483,000 N/A 90%
2021
TBD TBD TBD

~~Following modification, the 2019 PSUs with Diluted EPS performance targets had the following Tranche Years with associated performance targets, certified attainments, and eligible vesting levels:~~

Tranche Year

Diluted EPS
Target

Certified
Attainment

Eligible Vesting
Level

2019
$ (0.48 ) $(1.02) 0%
2020
0.43 N/A 90%
2021
TBD TBD TBD

~~Because achievement of the performance targets prior to modification was improbable and became probable after modification, in accordance with ASC 718,~~ ~~Compensation~~—~~Stock Compensation~~, additional stock compensation expense for the 2019 PSUs allocated to the 2019 and 2020 Tranche Years was recognizable on the modification date equal to the incremental fair value. Stock compensation for the 2019 PSUs allocated to the 2021 Tranche Year will not be determined until targets for such Tranche Year are established and will be shown in the summary compensation table for such year. See "Summary Compensation Table" and "Grants and Modifications of Plan-Based Awards" below for compensation amounts in 2020.

~~2018 Annual Equity Award Modifications~~

~~Restricted Stock Units~~

On October 30, 2020, the 2018 RSUs were modified to provide that vesting of the final tranche would be accelerated from January 4, 2021 to December 28, 2020, to allow for certainty with regard to tax rates applicable upon vesting. Due to the immaterial nature of the modification, the lack of impact on the probability of vesting, and the stock price decline between the original grant date and modification date, no additional stock-based compensation was recognized in accordance with ASC 718, ~~Compensation~~—~~Stock Compensation~~.

~~Performance Stock Units~~

Similar to, and for the same reasons as, the 2019 PSUs, in February 2020, the Compensation Committee modified the annual PSU awards originally granted in 2018 (the "2018 PSUs") to remove the net profit threshold. The modification had no effect on the meaningful Adjusted EBITDA and Diluted EPS performance targets applicable to the 2018 PSUs. For the 2018 PSUs with a Diluted EPS target, due to the level of attainment versus target levels, vesting was improbable both before and after modification so no additional stock compensation expense was recognizable in accordance with ASC 718, ~~Compensation~~—~~Stock Compensation~~~~. Further, for the 2018 PSUs with an Adjusted EBITDA target, no additional stock~~


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~~compensation was recognized because the modification was contemporaneous with the onset of the COVID-19 pandemic which rendered attainment of the performance targets improbable.~~

For the same reasons set forth for the 2020 PSUs, on October 30, 2020, the 2018 PSUs were modified to divide each grant into three equal tranches with each tranche allocated to a Tranche Year. The cumulative three-year Adjusted EBITDA and Diluted EPS performance targets were replaced with three separate targets with each applicable to a corresponding Tranche Year. The Compensation Committee certified actual performance against targets for the 2018 and 2019 Tranche Years and set eligible vesting levels, if any, in accordance with such attainment. The Compensation Committee waived attainment of the performance targets for the 2020 Tranche Year and set an eligible vesting level below target at 90% for the PSUs allocated to such year in recognition of management's extraordinary efforts in responding to the COVID-19 pandemic. The 2018 PSUs were subject to forfeiture upon termination of the holder's employment for any reason prior to December 28, 2020, the modified vesting date for the 2018 PSUs (eliminating the possibility of pro-rata vesting). The shares of stock delivered upon vesting of the 2018 PSUs on December 28, 2020, were made subject to a one-year holding requirement.

~~Following modification, the 2018 PSUs with Adjusted EBITDA performance targets had the following Tranche Years with associated performance targets, certified attainments, and eligible vesting levels:~~

Tranche Year

Adjusted EBITDA
Target

Certified
Attainment

Eligible Vesting
Level

2018
$ 848,118,000 $ 886,790,000 125%
2019
923,686,000 821,429,000 61.5%
2020
984,811,000 N/A 90%

~~Following modification, the 2018 PSUs with Diluted EPS performance targets had the following Tranche Years with associated performance targets, certified attainments, and eligible vesting levels:~~

Tranche Year

Diluted EPS
Target

Certified
Attainment

Eligible Vesting
Level

2018
$ (0.33 ) $ 0.06 200%
2019
0.03 (1.01 ) 0%
2020
0.23 N/A 90%

~~Because achievement of the performance targets prior to modification was improbable and became probable after modification, in accordance with ASC 718,~~ ~~Compensation~~—~~Stock Compensation~~, additional stock compensation for the 2018 PSUs allocated to the 2018, 2019 and 2020 Tranche Years was recognizable on the modification date equal to the incremental fair value. See "Summary Compensation Table" and "Grants and Modifications of Plan-Based Awards" below for compensation amounts in 2020.


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~~COMPENSATION SETTING PROCESS~~

~~Independent Compensation Consultant~~

For compensation related decisions effective for 2020, the Compensation Committee retained the services of Aon as independent executive compensation consultant to advise the Compensation Committee on compensation matters related to the executive and director compensation programs. In 2020, Aon assisted the Compensation Committee with, among other things:

•: ~~executive and director market pay analysis;~~
•: ~~reviewing and making changes to the compensation peer group;~~
•: ~~development of executive and director pay programs;~~
•: ~~CEO pay recommendations;~~
•: ~~decisions in response to the COVID-19 pandemic; and~~
•: ~~Assisting with the Compensation, Discussion and Analysis disclosures.~~

~~Aon reported to the Compensation Committee and had direct access to the Chairperson and the other members of the Compensation Committee.~~

The Compensation Committee conducted a specific review of its relationship with Aon in 2020, and determined that Aon's work for the Compensation Committee did not raise any conflicts of interest. Aon's work has conformed to the independence factors and guidance provided by the Dodd-Frank Act, the SEC and the NYSE.

~~2020 Peer Group~~

The Company has adopted a peer group of companies as a reference group to provide a broad perspective on competitive pay levels and practices. Peer companies were selected based on industry classification, company size in terms of revenue and market capitalization, and similarity in business operations. The Compensation Committee periodically reviews and updates the peer group, as necessary, upon recommendation of its independent executive compensation consultant.

~~For 2020, the Company's peer group consisted of the following 18 companies:~~


~~AMC Networks Inc.~~	~~Discovery, Inc.~~	~~Marriott International, Inc.~~
~~Bloomin' Brands, Inc.~~	~~Hilton Worldwide Holdings, Inc.~~	~~Norwegian Cruise Line Holdings, Ltd.~~
~~Brinker International, Inc.~~	~~Hyatt Hotels Corporation~~	~~Royal Caribbean Cruises, Ltd.~~
~~Carnival Corporation~~	~~IMAX Corporation~~	~~Sinclair Broadcast Group, Inc.~~
~~Cinemark Holdings Inc.~~	~~Lions Gate Entertainment Corp~~	~~TEGNA, Inc~~
~~Darden Restaurants, Inc~~	~~Live Nation Entertainment, Inc.~~	~~Wyndham Hotels & Resorts, Inc.~~

~~Based on the selection factors mentioned above, the Compensation Committee reviewed the 2019 peer group composition and made no changes for 2020.~~


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~~OTHER COMPENSATION PRACTICES~~

~~Compensation Clawback Policy~~

Pursuant to the terms of the EIP, for a period of one year following the date on which the value of an award under the EIP is realized, such value must be repaid in the event (i) the NEO is terminated for "Cause" (as defined in the NEO's respective employment agreement), or (ii) after termination for any other reason it is determined that such NEO (a) engaged in an act during his or her employment that would have warranted termination for "Cause", or (b) engaged in conduct that violated a continuing obligation to ~~the Company. Mr. Aron's, Mr. Goodman's, Ms. Frank's, and Mr. Colanero's employment agreements require repayment of~~update or alter any ~~bonus compensation based on materially inaccurate financial~~forward-looking statements, ~~or performance metrics.~~

~~Executive Stock Ownership Guidelines~~

~~The Company has adopted stock ownership guidelines for our NEOs, as follows:~~


~~Position~~		~~Requirement~~

~~President and CEO~~		~~3x base salary~~
~~Other NEOs~~		~~2x base salary~~

Each NEO is required to achieve the applicable guideline ownership amount within three years after becoming a NEO. Due to the Company's currently depressed stock price and the ongoing impacts of the COVID-19 pandemic, on October 28, 2020, the Compensation Committee suspended the stock ownership guidelines.

~~Anti-Hedging Policy~~

Under our Insider Trading Policy, directors and officers (Vice President and above) are prohibited from engaging in short sales or investing in other kinds of hedging transactions or financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to offset any decrease in the market value of the Company's securities.

~~Retirement Benefits~~

We provide retirement benefits to the NEOs under both qualified and non-qualified defined benefit and defined contribution retirement plans. The Defined Benefit Retirement Income Plan for Certain Employees of American Multi-Cinema, Inc. ("AMC Defined Benefit Retirement Income Plan") and the AMC 401(k) Savings Plan are both tax-qualified retirement plans in which the NEOs participate on substantially the same terms as our other participating employees. Due to limitations on benefits imposed by the Employee Retirement Income Security Act of 1974 ("ERISA"), we established a non-qualified supplemental defined benefit plan (the "AMC Supplemental Executive Retirement Plan"). On November 7, 2006, our Board approved a proposal to freeze the AMC Defined Benefit Retirement Income Plan and the AMC Supplemental Executive Retirement Plan, effective as of December 31, 2006. Benefits no longer accrue under the AMC Defined Benefit Retirement Income Plan or the AMC Supplemental Executive Retirement Plan for our NEOs or for other participants.

~~The "Pension Benefits" table and related narrative section "Pension and Other Retirement Plans" below describes our qualified and non-qualified defined benefit plans in which our NEOs participate.~~

~~Non-Qualified Deferred Compensation Program~~

NEOs are permitted to elect to defer base salaries and their cash bonuses under the AMC Non-Qualified Deferred Compensation Plan. Amounts deferred under the plans are credited with an investment return determined as if the participant's account was invested in one or more investment funds made available by the Company and selected by the participant. The Company may, but need not, credit the deferred compensation account of any participant with a discretionary or profit sharing credit as determined by the Company. We believe that providing the NEOs with deferred


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compensation opportunities is a cost-effective way to permit officers to receive the tax benefits associated with delaying the income tax event on the compensation deferred, even though the related deduction for the Company is also deferred.

~~The "Non-Qualified Deferred Compensation" table and related narrative section below describe the non-qualified deferred compensation plan and the benefits thereunder.~~

~~Severance and Other Benefits Upon Termination of Employment~~

We believe that the occurrence, or potential occurrence, of a change of control transaction will create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change of control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage certain of our executive officers to remain employed with us during an important time when their prospects for continued employment following the transaction are often uncertain, we provide the executives with severance benefits if they terminate their employment within a certain number of days following specified changes in their compensation, responsibilities or benefits following a change of control. Accordingly, we provide such protections for each of the NEOs and for other of our senior officers in their respective employment agreements. The Compensation Committee evaluates the level of severance benefits provided to our executive officers on a case-by-case basis. We consider these severance protections consistent with competitive practices.

As described in more detail below under "Compensation Discussion and Analysis—Potential Payments Upon Termination or Change of Control," pursuant to their employment agreements, each of the NEOs is entitled to severance benefits in the event of termination of employment without cause and certain NEOs are entitled to severance benefits upon death or disability. In the case of Mr. Aron, Mr. Goodman, Ms. Frank, and Mr. Colanero, resignation for good reason (as defined in their respective employment agreements) also entitles them to severance benefits.

~~Tax and Accounting~~

Prior to 2018, Section 162(m) of the Internal Revenue Code generally disallowed publicly held companies a tax deduction for compensation in excess of $1,000,000 paid to their chief executive officer and the three other most highly compensated executive officers unless such compensation qualified for an exemption for certain compensation that was based on performance. Pursuant to the 2017 Tax Cuts and Jobs Act, signed into law on December 22, 2017 (the "Tax Act"), for fiscal years beginning after December 31, 2017, subject to certain transition rules, the performance-based compensation exception to the deduction limitations under Section 162(m) is no longer be available. As a result, for fiscal years beginning after December 31, 2017, all compensation in excess of $1,000,000 paid to the specified executives is not deductible. The Compensation Committee will continue to monitor the tax and other consequences of our executive compensation program as part of its primary objective of ensuring that compensation paid to our executive officers is reasonable, performance based and consistent with the goals of the Company and its stockholders.


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~~EXECUTIVE COMPENSATION~~

~~Summary Compensation Table~~

The following table presents information regarding compensation of our principal executive officer and our principal financial officer, and our three other most highly compensated executive officers for services rendered during the year ended December 31, 2020. These individuals are referred to as "NEOs."

Name and Principal Position

Year

Salary

Bonus(1)

Stock
Awards(2)

Non-Equity
Incentive
Plan
Compensation(3)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(4)(5)

All Other
Compensation(6)

Total

Adam M. Aron
2020 $ 1,106,491 $ 5,000,000 $ 14,798,988 $ — $ — $ 21,306 $ 20,926,785
Chief Executive Officer,
2019 1,250,000 — 6,480,451 1,925,000 — 16,348 9,671,799
President and Director
2018 1,100,000 — 5,472,054 2,882,000 — 16,148 9,470,202
Sean D. Goodman(7)
2020 622,981 761,250 2,861,150 — — 3,225 4,248,606
Executive Vice President

and Chief Financial Officer

Craig R. Ramsey(7)
2020 219,231 — — — 63,472 94,500 377,203
Former Executive Vice
2019 750,000 1,296,096 404,250 153,728 20,359 2,624,433
President and Chief
2018 650,000 — 1,243,643 596,050 — 20,159 2,509,852
Financial Officer

John D. McDonald
2020 492,061 389,100 1,981,932 — 531,035 15,408 3,409,536
Executive Vice President
2019 555,880 — 855,420 317,501 539,283 15,041 2,283,125
U.S. Operations
2018 534,500 — 820,811 466,933 — 14,841 1,837,085
Elizabeth F. Frank
2020 492,061 361,300 1,984,724 — 238,992 12,797 3,089,874
Executive Vice President,
2019 555,880 — 855,420 294,819 151,856 12,539 1,870,514
Worldwide Programming
2018 534,500 — 820,811 440,565 — 11,873 1,807,749
and Chief Content Officer

Stephen A. Colanero(8)
2020 473,578 347,750 1,988,126 — — 12,739 2,822,193
Executive Vice President,
2019 535,000 — 855,420 290,719 — 12,445 1,693,584
Chief Marketing Officer

~~(1)~~: ~~See "Compensation Discussion and Analysis—2020 Special Incentive Bonuses" above for a discussion of the discretionary bonuses awarded to the NEOs.~~
~~(2)~~: As required by SEC Rules, amounts shown in this column, "Stock Awards," presents the aggregate grant or modification date fair value of RSUs, PSUs and stock awards granted or modified in each year in accordance with ASC 718, ~~Compensation~~—~~Stock Compensation~~ and represents the value based on the probable outcome of performance conditions. See also Note 9—Stockholders' Equity to our audited financial statements for year ended December 31, 2020, included in our 2020 Annual Report on Form 10-K. These awards and modifications were made under the provisions of the equity-based incentive compensation program. See "Compensation Discussion and Analysis—Equity-Based Compensation Program" above for information regarding the awards, modifications and the performance criteria.
~~The Company granted and subsequently modified the 2020 RSUs, 2020 SPSUs, and 2020 PSUs to officers. In addition, 2018 PSUs and the 2019 PSUs were modified during 2020.~~


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The fair value of the 2020 RSUs and 2020 PSUs at grant on February 28, 2020 was based on the closing price of the Company's common stock on the original grant date of February 28, 2020 of $6.26. For the 2020 PSUs, the amount above includes the probable outcome at the time of grant and for the 2020 RSU's the maximum value is included. The probable (at time of grant) and maximum value of the 2020 PSUs at grant is detailed below:

Probable

Maximum

Adam M. Aron

EIP—2020 PSU
$ 2,779,440 $ 5,558,880
Sean D. Goodman

EIP—2020 PSU
567,719 1,135,439
Craig R. Ramsey

EIP—2020 PSU
— —
John D. McDonald

EIP—2020 PSU
345,615 691,229
Elizabeth F. Frank

EIP—2020 PSU
346,935 693,871
Stephen A. Colanero

EIP—2020 PSU
348,544 697,089

On October 30, 2020, the performance targets for the 2020 PSUs were modified and the eligible vesting level for tranche I of the 2020 PSUs was set at 90%, subject to continued employment through December 31, 2022. Because achievement of the performance targets prior to modification was improbable, the incremental fair value (included in the table above) of tranche I of the 2020 PSUs at modification on October 30, 2020 was based on the closing price of the Company's common stock on October 30, 2020 of $2.36. The fair value for tranches II and III will not be determined until targets for such tranches are established in 2021 and 2022, respectively and will be included in the summary compensation tables for such years as applicable. For tranche I of the 2020 PSUs, the amount above includes the maximum outcome at the time of modification, which is the same as the probable outcome because the attainment has been determined.

On October 30, 2020, the performance targets for the 2019 PSUs were modified. For 2019 PSUs with an adjusted EBITDA targets, eligible vesting levels for tranches I and II were set at 68.5% and 90%, respectively, both subject to continued employment through December 31, 2021. For 2019 PSUs with diluted earnings per share targets, eligible vesting levels for tranches I and II were set at 0% and 90%, respectively, both subject to continued employment through December 31, 2021. Because achievement of the performance targets prior to modification was improbable, the incremental fair value (included in the table above) of tranches I and II of the 2019 PSUs at modification on October 30, 2020 was based on the closing price of the Company's common stock on October 30, 2020 of $2.36. The fair value for tranche III will not be determined until targets for such tranche are established in 2021 and will be included in the summary compensation tables for such year as applicable. For tranches I and II of the 2019 PSUs, the amount above includes the maximum outcome at the time of modification, which is the same as the probable outcome because the attainment has been determined.

On October 30, 2020, the performance targets for the 2018 PSUs were modified. For 2018 PSUs with adjusted EBITDA targets, eligible vesting levels for tranches I, II and III were set at 125%, 61.5% and 90%, respectively, each subject to continued employment through December 28, 2020. For 2018 PSUs with diluted earnings per share targets, eligible vesting levels for tranches I, II and III were set at 200%, 0% and 90%, respectively, each subject to continued employment through December 28, 2020. Because achievement of the performance targets prior to modification was improbable, the incremental fair value (included in the table above) of tranches I, II and III of the 2018 PSUs at modification on October 30, 2020 was based on the closing price of the Company's common stock on October 30, 2020 of $2.36. For tranches I, II and III of the 2018 PSUs, the amount above includes the maximum outcome at the time of modification, which is the same as the probable outcome because the attainment has been determined.

On February 26, 2020, the 2020 SPSUs were granted with vesting conditions based upon the attainment of various stock price targets (based on a 20-day volume weighted average price) ranging from $12 to $32, subject to certain service requirements. The fair value at the date of grant for the 2020 SPSUs was determined utilizing a Monte Carlo simulation, which resulted in fair values ranging from $2.56 to $4.61 per 2020 SPSU depending on the stock price target. The amount above includes the maximum outcome for the 2020 SPSUs at the time of grant.

On October 30, 2020, the performance targets and service requirements for tranches I-IV of the 2020 SPSUs were waived to allow for immediate vesting of such 2020 SPSUs. Further, the stock price targets for tranches V and VI were reduced to $4 and $8, respectively, subject to a shortened service requirement. The incremental fair value at the date of modification for 2020 SPSUs was determined by comparing the fair values immediately before the modification (including the impact of declines in the Company's stock price between the original grant date and the modification date) and after the modification. The incremental fair value (included in the table above) for tranches I and II of the 2020 SPSUs as of the modification date was determined to be $1.25 and $1.85, respectively. The incremental fair value for tranches III through VI of the 2020 SPSUs as of the modification date was based on the closing price of the Company's common stock on October 30, 2020 of $2.36.

~~(3)~~: ~~See "Compensation Discussion and Analysis—Annual Incentive Program" above for a discussion of the terms of our AIP.~~
~~(4)~~: This column includes the aggregate increases and decreases in actuarial present value of each NEO's accumulated benefit amounts. Mr. Ramsey retired effective February 28, 2020, and received a lump sum payout of $389,149 from the defined benefit plan in 2020. Mr. Ramsey also received the first of four distributions under the Supplemental Executive Retirement Plan ("SERP") during 2020 in the amount of $45,613. The increases for Mr. Ramsey


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reflected for 2020 represents the increase from January 1, 2020 until his retirement date. The amount of aggregate decreases in actuarial present value in 2018 have been omitted from the Summary Compensation Table:

Defined
Benefit Plan

Supplemental Executive
Retirement Plan

Craig R. Ramsey
2020 $ 12,338 $ 8,227
2019 41,609 21,574
2018 (29,844 ) (15,474 )
John D. McDonald
2020 102,986 53,398
2019 126,612 65,647
2018 (44,828 ) (23,243 )

~~(5)~~: This column also includes the nonqualified deferred compensation above market earnings for the difference between market interest rates determined pursuant to SEC rules and the interest contingently credited by the Company on salary deferred by the NEOs. For 2020, the above market earnings of 7.3% to 19.3% for Mr. Ramsey, Mr. McDonald, and Ms. Frank were $42,907, $374,651, and $238,992, respectively. For 2019, the above market earnings of 12.1% to 21.5% for Mr. Ramsey, Mr. McDonald, and Ms. Frank were $90,545, $347,024, and $151,856, respectively. For 2018, there were no above market earnings. Further discussion on the nonqualified deferred compensation for the NEOs can be found in the "Compensation Discussion and Analysis—Nonqualified Deferred Compensation" section.
~~(6)~~: All Other Compensation is comprised of Company matching contributions under our 401(k) savings plan which is a qualified defined contribution plan and life insurance premiums. In addition, pursuant to his employment agreement, Mr. Ramsey was entitled to a one-time payment upon his retirement equal to his annual incentive bonus at target pro-rated for the number of months worked during his retirement year. The following table summarizes "All Other Compensation" provided to the NEOs for the year ended December 31, 2020:

Company Matching
Contributions to
401(k) Plan

Life
Insurance
Premiums

Retirement
Benefit

Total

Adam M. Aron
$ 11,400 $ 9,906 $ — $ 21,306
Sean D. Goodman
— 3,225 — 3,225
Craig R. Ramsey
5,095 1,905 87,500 94,500
John D. McDonald
11,400 4,008 — 15,408
Elizabeth F. Frank
11,400 1,397 — 12,797
Stephen A. Colanero
11,400 1,339 — 12,739

~~(7)~~: ~~Mr. Ramsey retired and Mr. Goodman became Executive Vice President and Chief Financial Officer effective February 28, 2020. Mr. Goodman was not a NEO in 2018 or 2019.~~
~~(8)~~: ~~Mr. Colanero was not a NEO in 2018.~~

~~Description of Employment Agreements—Salary and Bonus Amounts~~

We have entered into employment agreements with each of our NEOs. Change of control, severance arrangements and restrictive covenants in each of the NEO's employment agreements are discussed in detail below in the narrative section "Potential Payments Upon Termination or Change of Control."

~~Pursuant to each NEO's employment agreement, the executive has agreed not to disclose any confidential information about the Company at any time during or after his/her employment with the Company.~~

~~Adam M. Aron.~~ We entered into an employment agreement with Mr. Aron that became effective on January 4, 2016. Mr. Aron's employment agreement includes a three-year initial term, with automatic one-year extensions each year unless the Company or Mr. Aron provides notice not to extend. The agreement provides that Mr. Aron will receive an annual base salary of no less than $995,000, and a target incentive bonus opportunity for each year will be at least 125% of his base salary under the terms of the annual incentive plan in effect for the applicable year. The Board or Compensation Committee, based on its review, has discretion to increase (but not reduce) the base salary each year. Under the agreement, each year the Company will award Mr. Aron at least $4,000,000 of value in long-term incentive equity compensation, 50% of which will be RSUs vesting in equal annual installments over three years, and 50% of which will be PSUs which will vest after three years based on the achievement of reasonable performance criteria.


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~~Sean D. Goodman.~~ We entered into an employment agreement with Mr. Goodman on December 2, 2019. The term of the agreement is for two years, with automatic one-year extensions each year. The agreement provides that Mr. Goodman will receive an annual base salary that is subject to annual review by the Compensation Committee and can be increased but not decreased. The employment agreement provides that Mr. Goodman's target incentive bonus shall be determined by the Board (or a committee thereof). See "Executive Compensation Program Elements"—Annual Performance Bonus" above for information regarding the target incentive bonus under the AIP. In making its determination with respect to salary and bonus payout levels, the Compensation Committee considers the factors discussed in the "Current Executive Compensation Program Elements" of the Compensation Discussion and Analysis above.

~~Craig R. Ramsey.~~ We entered into an employment agreement with Mr. Ramsey on July 1, 2001. The term of the agreement was for two years, with automatic one-year extensions each year. The agreement provided that Mr. Ramsey would receive an annual base salary that is subject to annual review by the Compensation Committee, and could be increased but not decreased, and annual bonuses based on the applicable incentive program of the Company. In making its determination with respect to salary and bonus payout levels under the agreement, the Compensation Committee considered the factors discussed in the "Current Executive Compensation Program Elements" of the Compensation Discussion and Analysis above. Mr. Ramsey retired effective February 28, 2020.

~~John D. McDonald.~~ We entered into an employment agreement with Mr. McDonald on July 1, 2001. The term of the agreement is for two years, with automatic one-year extensions each year. The agreement provides that Mr. McDonald will receive an annual base salary that is subject to annual review by the Compensation Committee, and can be increased but not decreased, and annual bonuses based on the applicable incentive program of the Company. In making its determination with respect to salary and bonus payout levels, the Compensation Committee considers the factors discussed in the "Current Executive Compensation Program Elements" of the Compensation Discussion and Analysis above.

~~Elizabeth F. Frank.~~ We entered into an employment agreement with Ms. Frank on August 18, 2010. The term of the agreement is for two years, with automatic one-year extensions each year. The agreement provides that Ms. Frank will receive an annual base salary that is subject to annual review by the Compensation Committee and can be increased but not decreased. The employment agreement provides that Ms. Frank's target incentive bonus shall be determined by the Board (or a committee thereof). See "Executive Compensation Program Elements"—Annual Performance Bonus" above for information regarding the target incentive bonus under the AIP. In making its determination with respect to salary and bonus payout levels, the Compensation Committee considers the factors discussed in the "Current Executive Compensation Program Elements" of the Compensation Discussion and Analysis above.

~~Stephen A. Colanero.~~ We entered into an employment agreement with Mr. Colanero on November 24, 2009. The term of the agreement is for two years, with automatic one-year extensions each year. The agreement provides that Mr. Colanero will receive an annual base salary that is subject to annual review by the Compensation Committee and can be increased but not decreased. The employment agreement provides that Mr. Colanero's target incentive bonus shall be determined by the Board (or a committee thereof). See "Executive Compensation Program Elements"—Annual Performance Bonus" above for information regarding the target incentive bonus under the AIP. In making its determination with respect to salary and bonus payout levels, the Compensation Committee considers the factors discussed in the "Current Executive Compensation Program Elements" of the Compensation Discussion and Analysis above.

~~Limitation of Liability and Indemnification of Directors and Officers~~

We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements may also require us to advance any expenses incurred by the directors or officerswhether as a result of ~~any proceeding against them as to which they could be indemnified and to obtain directors' and officers' insurance, if available on reasonable terms.~~

new information, future events or otherwise.

OTHER MATTERS


56

~~Table~~We know of ~~Contents~~

~~Grants and Modifications of Plan-Based Awards~~

~~The following table summarizes plan-based awards granted~~no other matters to ~~NEOs during~~be submitted at the ~~year ended December 31, 2020:~~

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards

Estimated Future Payouts
Under Equity
Incentive Plan Awards

All Other
Stock Awards:
Number Of
Shares Of

Grant Date
Fair Value of
Stock and

Name
Approval
Date Grant
Date Threshold Target
100% Maximum Threshold
(#) Target
(#) Maximum
(#) Stock Or Units
(#) Option
Awards

Adam M. Aron

AIP—Company(1)
N/A N/A $ 1,250,000 $ 2,500,000 $ 5,000,000
EIP—2020 RSU(3)
2/26/20 2/28/20 444,000 $ 2,779,440
EIP—2020 PSU(4)
2/26/20 2/28/20 222,000 444,000 888,000 2,779,440
EIP—2020 SPSU(5)
2/26/20 2/26/20 N/A 1,500,000 N/A 5,172,500
EIP—2020 PSU(6)
10/30/20 10/30/20 133,200 314,352
EIP—2020 SPSU(7)
10/30/20 10/30/20 N/A 500,000 N/A 1,000,000 3,135,000
EIP—2019 PSU(8)
10/30/20 10/30/20 98,480 232,413
EIP—2018 PSU(9)
10/30/20 10/30/20 163,493 385,843
Sean D. Goodman

AIP—Company(1)
N/A N/A 236,250 472,500 945,000
EIP—2020 RSU(3)
2/26/20 2/28/20 90,690 567,719
EIP—2020 PSU(4)
2/26/20 2/28/20 45,345 90,690 181,380 567,719
EIP—2020 SPSU(5)
2/26/20 2/26/20 N/A 300,000 N/A 1,034,500
EIP—2020 PSU(6)
10/30/20 10/30/20 27,208 64,211
EIP—2020 SPSU(7)
10/30/20 10/30/20 N/A 100,000 N/A 200,000 627,000
Craig R. Ramsey(10)

N/A N/A N/A N/A N/A N/A N/A N/A
John D. McDonald

AIP—Company(1)
N/A N/A 155,646 311,293 622,586
AIP—Individual(2)
N/A N/A N/A 77,823 N/A
EIP—2020 RSU(3)
2/26/20 2/28/20 55,210 345,615
EIP—2020 PSU(4)
2/26/20 2/28/20 27,605 55,210 110,420 345,615
EIP—2020 SPSU(5)
2/26/20 2/26/20 N/A 210,000 N/A 724,150
EIP—2020 PSU(6)
10/30/20 10/30/20 16,563 39,089
EIP—2020 SPSU(7)
10/30/20 10/30/20 N/A 70,000 N/A 140,000 438,900
EIP—2019 PSU(8)
10/30/20 10/30/20 13,001 30,682
EIP—2018 PSU(9)
10/30/20 10/30/20 24,526 57,881
Elizabeth F. Frank

AIP—Company(1)
N/A N/A 144,529 289,058 578,115
AIP—Individual(2)
N/A N/A N/A 72,264 N/A
EIP—2020 RSU(3)
2/26/20 2/28/20 55,421 346,935
EIP—2020 PSU(4)
2/26/20 2/28/20 27,711 55,421 110,842 346,935
EIP—2020 SPSU(5)
2/26/20 2/26/20 N/A 210,000 N/A 724,150
EIP—2020 PSU(6)
10/30/20 10/30/20 16,627 39,240
EIP—2020 SPSU(7)
10/30/20 10/30/20 N/A 70,000 N/A 140,000 438,900
EIP—2019 PSU(8)
10/30/20 10/30/20 13,001 30,682
EIP—2018 PSU(9)
10/30/20 10/30/20 24,526 57,881
Stephen A. Colanero

AIP—Company(1)
N/A N/A 139,100 278,200 556,400
AIP—Individual(2)
N/A N/A N/A 69,550 N/A
EIP—2020 RSU(3)
2/26/20 2/28/20 55,678 348,544
EIP—2020 PSU(4)
2/26/20 2/28/20 27,839 55,678 111,358 348,544
EIP—2020 SPSU(5)
2/26/20 2/26/20 N/A 210,000 N/A 724,150
EIP—2020 PSU(6)
10/30/20 10/30/20 16,705 39,424
EIP—2020 SPSU(7)
10/30/20 10/30/20 N/A 70,000 N/A 140,000 438,900
EIP—2019 PSU(8)
10/30/20 10/30/20 13,001 30,682
EIP—2018 PSU(9)
10/30/20 10/30/20 24,526 57,881

~~(1)~~: ~~These awards were made under~~Special Meeting. If any other matters properly come before the ~~provisions~~Special Meeting, it is the intention of the ~~AIP. See "Compensation Discussion and Analysis—Annual Incentive Program" above for a discussion of~~persons named in the ~~AIP and~~proxy to vote the ~~Summary Compensation Table for~~shares they represent as the ~~actual amounts paid. As discussed therein, no amounts were paid under the AIP in 2020.~~
~~(2)~~: ~~The individual component bonus of the AIP for the year ended December 31, 2020 was granted subject a review of each NEO's individual performance and contribution~~Board may recommend. Discretionary authority with respect to the Company's strategic and financial goals during the 2020 fiscal year. Individual component bonuses of the AIP were not paid for 2020. See "Compensation Discussion and Analysis—Annual Incentive Program" above.
~~(3)~~: ~~Amounts shown in this row represent the number and aggregate grant date fair value of 2020 RSU awards~~such other matters is granted by ~~the Board and the Compensation Committee, in accordance with accounting rules ASC 718,~~ a properly submitted proxy.~~Compensation—Stock Compensation. The grant date fair value of the 2020 RSUs was based~~


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~~Table of Contents~~

~~on the closing price of the Company's common stock on February 28, 2020 of $6.26 per share. See "Compensation Discussion and Analysis—2020 Annual Equity Grants and Modifications" above.~~

~~(4)~~: ~~Amounts shown in this row represent the number and aggregate grant date fair value of the 2020 PSU awards granted in accordance with accounting rules ASC 718,~~ ~~Compensation—Stock Compensation~~~~. The fair value of the 2020 PSUs~~It is important that your shares be represented at the ~~grant date was $6.26 per share and was based on the closing price~~Special Meeting, regardless of the Company's common stock on February 28, 2020 and represents the probable outcome at grant date of the performance goals at the target amount. The grant consisted of PSUs with three-year cumulative adjusted EBITDA and free cash flow performance target conditions and a service condition, covering a performance period beginning January 1, 2020 and ending on December 31, 2022. The 2020 PSUs will vest upon certification of achievement of the performance targets based on a scale ranging from achievement of 80% to 120% of the performance targets with the vested amount ranging ratably from 50% to 200%. See "Compensation Discussion and Analysis—2020 Annual Equity Grants and Modifications" above for additional information regarding the grant of the 2020 PSUs and the performance targets.
~~(5)~~: ~~Amounts shown in this row represent the number and aggregate grant date fair value of the 2020 SPSU awards granted in accordance with accounting rules ASC 718,~~ ~~Compensation—Stock Compensation~~. The grant consisted of 2020 SPSUs with vesting based upon achievement of certain 20-day volume weighted average target prices for the Company's Common Stock during a 10 year period commencing on the grant date, subject to certain minimum service conditions. The 2020 SPSUs were divided into six equal tranches with target prices ranging from $12 to $32. The fair value at the date of grant for the 2020 SPSUs was determined utilizing a Monte Carlo simulation, which resulted in fair values ranging from $2.56 to $4.61 depending on the stock price target. The 2020 SPSUs are not subject to ratable vesting and may only vest at target. See "Compensation Discussion and Analysis—2020 Special PSU Equity Grants and Modifications" above for additional information regarding the grant of the 2020 SPSUs and the performance targets.
~~(6)~~: ~~Amounts shown in this row represent the number and aggregate modification date incremental fair value of the 2020 PSU awards in accordance with accounting rules ASC 718,~~ ~~Compensation—Stock Compensation~~. On October 30, 2020, the 2020 PSUs were modified to divide the awards into three equal tranches and replace the cumulative targets with annual targets. The eligible vesting level for tranche I of the 2020 PSUs was set at 90%, subject to continued employment through December 31, 2022. Because achievement of the performance targets prior to modification was improbable, the incremental fair value of tranche I of the 2020 PSUs at modification on October 30, 2020 was based on the closing price of the Company's common stock on October 30, 2020 of $2.36. The fair value for tranches II and III will not be determined until targets for such tranches are established in 2021 and 2022, respectively and will be included in the grants of plan based awards tables for such years as applicable. The modified tranche I of the 2020 PSUs was not considered an incentive plan award because the attainment was determined at the same time as the modification. See "Compensation Discussion and Analysis—2020 Annual Equity Grants and Modifications" above for additional information regarding the modification of the 2020 PSUs.
~~(7)~~: ~~Amounts shown in this row represent the number and aggregate modification date incremental fair value of the 2020 SPSU awards in accordance with accounting rules ASC 718,~~ ~~Compensation—Stock Compensation~~. On October 30, 2020, the performance targets and service requirements for tranches I through IV of the 2020 SPSUs were waived to allow for immediate vesting of such 2020 SPSUs. Further, the stock price targets for tranches V and VI were reduced to $4 and $8, respectively, subject to a shortened service requirement. The incremental fair value at the date of modification for 2020 SPSUs was determined by comparing the fair values immediately before the modification (including the impact of declines in the Company's stock price between the original grant date and the modification date) and after the modification. The incremental fair value for tranches I and II of the 2020 SPSUs as of the modification date was determined to be $1.25 and $1.85, respectively. The incremental fair value for tranches III through VI of the 2020 SPSUs as of the modification date was based on the closing price of the Company's common stock on October 30, 2020 of $2.36. The modified tranches I through IV of the 2020 SPSUs were not considered an incentive plan award because the performance targets were waived at the time of modification. Tranches V and VI of the 2020 SPSUs were not subject to ratable vesting and could only vest at target. See "Compensation Discussion and Analysis—2020 Special PSU Equity Grants and Modifications" above for additional information regarding the modification of the 2020 SPSUs.
~~(8)~~: ~~Amounts shown in this row represent the number and aggregate modification date incremental fair value of the 2019 PSU awards in accordance with accounting rules ASC 718,~~ ~~Compensation—Stock Compensation~~. On October 30, 2020, the 2019 PSUs were modified to divide the awards into three equal tranches and replace the cumulative targets with annual targets. For 2019 PSUs with adjusted EBITDA targets, eligible vesting levels for tranches I and II were set at 68.5% and 90%, respectively, both subject to continued employment through December 31, 2021. For 2019 PSUs with diluted earnings per share targets, eligible vesting levels for tranches I and II were set at 0% and 90%, respectively, both subject to continued employment through December 31, 2021. Because achievement of the performance targets prior to modification was improbable, the incremental fair value of tranches I and II of the 2019 PSUs at modification on October 30, 2020 was based on the closing price of the Company's common stock on October 30, 2020 of $2.36. The fair value for tranche III will not be determined until targets for such tranche are established in 2021 and will be included in the grants of plan based awards table for such year as applicable. The modified tranches I and II of the 2019 PSUs were not considered incentive plan awards because the attainment was determined at the same time as the modification. See "Compensation Discussion and Analysis—2019 Annual Equity Award Modifications" above for additional information regarding the modification of the 2019 PSUs.
~~(9)~~: ~~Amounts shown in this row represent the number and aggregate modification date incremental fair value of the 2018 PSU awards in accordance with accounting rules ASC 718,~~ ~~Compensation—Stock Compensation~~. On October 30, 2020, the performance targets for the 2018 PSUs were modified to divide the awards into three equal tranches and replace the cumulative targets with annual targets. For 2018 PSUs with adjusted EBITDA targets, eligible vesting levels for tranches I, II and III were set at 125%, 61.5% and 90%, respectively, each subject to continued employment through December 28, 2020. For 2018 PSUs with diluted earnings per share targets, eligible vesting levels for tranches I, II and III were set at 200%, 0% and 90%, respectively, each subject to continued employment through December 28, 2020. Because achievement of the performance targets prior to modification was improbable, the incremental fair value of tranches I, II and III of the 2018 PSUs at modification on October 30, 2020 was based on the closing price of the Company's common stock on October 30, 2020 of $2.36. The modified tranches I, II and III of the 2018 PSUs were not considered incentive plan awards because the attainment was determined at the same time as the modification. See "Compensation Discussion and Analysis—2018 Annual Equity Award Modifications" above for additional information regarding the modification of the 2018 PSUs.
~~(10)~~: ~~Mr. Ramsey retired effective February 28, 2020 and received no grants of plan based awards in 2020.~~


58

~~Table of Contents~~

~~Outstanding Equity Awards as of December 31, 2020~~

~~The following table presents information regarding the outstanding equity awards held by our NEOs as of December 31, 2020:~~

Stock Awards

Equity Incentive Plan
Awards:

Name

Grant Date

Award
Type

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(1)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)

Number of
Unearned
Shares or
Units or
Other Rights
That Have
Not Vested
(#)(1)

Market or
Payout Value
Of Shares,
Units or
Other Rights
That Have
Not Vested
($)(2)

Adam M. Aron

EIP—2019 RSU(3)
3/6/19 RSU 71,387 $ 151,340 — $ —
EIP—2019 PSU(4)
10/30/20 PSU 34,231 72,570 — —
EIP—2019 PSU(5)
10/30/20 PSU 44,974 95,345 — —
EIP—2019 PSU(6)
10/30/20 PSU 19,275 40,863 — —
EIP—2020 RSU(7)
2/28/20 RSU 296,001 627,522 — —
EIP—2020 PSU(8)
10/30/20 PSU 79,920 169,430 — —
EIP—2020 PSU(9)
10/30/20 PSU 53,280 112,954 — —
EIP—2020 SPSU(10)
10/30/20 PSU — — 250,000 530,000
EIP—2020 SPSU(11)
10/30/20 PSU — — 250,000 530,000
Sean D. Goodman

EIP—2019 RSU(12)
12/2/19 RSU 66,667 141,334
EIP—2020 RSU(7)
2/28/20 RSU 60,461 128,177 — —
EIP—2020 PSU(8)
10/30/20 PSU 16,325 34,609 — —
EIP—2020 PSU(9)
10/30/20 PSU 10,883 23,072 — —
EIP—2020 SPSU(10)
10/30/20 PSU — — 50,000 106,000
EIP—2020 SPSU(11)
10/30/20 PSU — — 50,000 106,000
Craig R. Ramsey(13)

John D. McDonald

EIP—2019 RSU(3)
3/6/19 RSU 9,423 19,977 — —
EIP—2019 PSU(4)
10/30/20 PSU 4,519 9,580 — —
EIP—2019 PSU(5)
10/30/20 PSU 5,937 12,586 — —
EIP—2019 PSU(6)
10/30/20 PSU 2,545 5,395 — —
EIP—2020 RSU(7)
2/28/20 RSU 36,807 78,031 — —
EIP—2020 PSU(8)
10/30/20 PSU 9,938 21,069 — —
EIP—2020 PSU(9)
10/30/20 PSU 6,625 14,045 — —
EIP—2020 SPSU(10)
10/30/20 PSU — — 35,000 74,200
EIP—2020 SPSU(11)
10/30/20 PSU — — 35,000 74,200
Elizabeth F. Frank

EIP—2019 RSU(3)
3/6/19 RSU 9,423 19,977 — —
EIP—2019 PSU(4)
10/30/20 PSU 4,519 9,580 — —
EIP—2019 PSU(5)
10/30/20 PSU 5,937 12,586 — —
EIP—2019 PSU(6)
10/30/20 PSU 2,545 5,395 — —
EIP—2020 RSU(7)
2/28/20 RSU 36,948 78,330 — —
EIP—2020 PSU(8)
10/30/20 PSU 9,976 21,149 — —
EIP—2020 PSU(9)
10/30/20 PSU 6,651 14,100 — —
EIP—2020 SPSU(10)
10/30/20 PSU — — 35,000 74,200
EIP—2020 SPSU(11)
10/30/20 PSU — — 35,000 74,200
Stephen A. Colanero

EIP—2019 RSU(3)
3/6/19 RSU 9,423 19,977 — —
EIP—2019 PSU(4)
10/30/20 PSU 4,519 9,580 — —
EIP—2019 PSU(5)
10/30/20 PSU 5,937 12,586 — —
EIP—2019 PSU(6)
10/30/20 PSU 2,545 5,395 — —
EIP—2020 RSU(7)
2/28/20 RSU 37,119 78,692 — —
EIP—2020 PSU(8)
10/30/20 PSU 10,023 21,249 — —
EIP—2020 PSU(9)
10/30/20 PSU 6,682 14,166 — —
EIP—2020 SPSU(10)
10/30/20 PSU — — 35,000 74,200
EIP—2020 SPSU(11)
10/30/20 PSU — — 35,000 74,200

~~(1)~~: Amount shown in this column represents the number of unvested units. Each unit will convert into one share of Common Stock immediately upon vesting. See "Compensation Discussion and Analysis—Equity-Based Incentive Compensation Program" above.


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~~(2)~~: ~~The fair market value was calculated based on the closing price of the Company's common stock on December 31, 2020 of $2.12 per share.~~
~~(3)~~: Amounts shown in this row represent the remaining number of unvested and the year-end market value of the 2019 RSU award granted by the Board and the Compensation Committee. This amount will vest on January 3, 2022.
~~(4)~~: Amounts shown in this row represent the number of unvested and the year-end market value of tranche I of the 2019 PSU awards with Adjusted EBITDA performance targets. The 2019 PSU awards were originally granted on March 6, 2019, but were subsequently modified on October 30, 2020. Tranche I consists of PSUs with a one-year performance target covering a performance period beginning January 1, 2019 and ending on December 31, 2019. The PSUs vest upon certification of achievement of the performance goals and based upon the executive's employment through December 31, 2021. The Compensation Committee certified performance sufficient to permit vesting at 68.5% of target, so the values reflected represent such level of potential vesting.
~~(5)~~: Amounts shown in this row represent the number of unvested and the year-end market value of tranche II of the 2019 PSU awards with Adjusted EBITDA performance targets. The 2019 PSU awards were originally granted on March 6, 2019, but were subsequently modified on October 30, 2020. Tranche II consists of PSUs with a one-year performance target covering a performance period beginning January 1, 2020 and ending on December 31, 2020. The PSUs vest upon certification of achievement of the performance goals and based upon the executive's employment through December 31, 2021. The Compensation Committee waived the performance targets applicable to tranche II and approved vesting at 90% of target, so the values reflected represent such level of potential vesting. Performance targets for tranche III of the 2019 PSUs have not been set and amounts for such awards are not included in this table.
~~(6)~~: Amounts shown in this row represent the number of unvested and the year-end market value of tranche II of the 2019 PSU awards with diluted earnings per share performance targets. The 2019 PSU awards were originally granted on March 6, 2019, but were subsequently modified on October 30, 2020. Tranche II consists of PSUs with a one-year performance target covering a performance period beginning January 1, 2020 and ending on December 31, 2020. The PSUs vest upon certification of achievement of the performance goals and based upon the executive's employment through December 31, 2021. The Compensation Committee waived the performance targets applicable to tranche II and approved vesting at 90% of target, so the values reflected represent such level of potential vesting. Tranche I of the 2019 PSUs with diluted earnings per share performance targets did not attain sufficient performance to vest and are not included in this table. Performance targets for tranche III of the 2019 PSUs have not been set and amounts for such awards are not included in this table.
~~(7)~~: Amounts shown in this row represent the number of unvested and year-end market value of the 2020 RSU award granted by the Board and the Compensation Committee. One half of this amount will vest on each of January 3, 2022 and January 3, 2023.
~~(8)~~: Amounts shown in this row represent the number of unvested and the year-end market value of tranche I of the 2020 PSU awards with Adjusted EBITDA performance targets. The 2020 PSU awards were originally granted on February 28, 2020, but were subsequently modified on October 30, 2020. Tranche I consists of PSUs with a one-year performance target covering a performance period beginning January 1, 2020 and ending on December 31, 2020. The PSUs vest upon certification of achievement of the performance goals and based upon the executive's employment through December 31, 2022. The Compensation Committee waived the performance targets applicable to tranche I and approved vesting at 90% of target, so the values reflected represent such level of potential vesting. Performance targets for tranches II and III of the 2020 PSUs have not been set and amounts for such awards are not included in this table. See "Compensation Discussion and Analysis" above for additional information on these awards.
~~(9)~~: Amounts shown in this row represent the number of unvested and the year-end market value of tranche II of the 2020 PSU awards with free cash flow performance targets. The 2020 PSU awards were originally granted on February 28, 2020, but were subsequently modified on October 30, 2020. Tranche I consists of PSUs with a one-year performance target covering a performance period beginning January 1, 2020 and ending on December 31, 2020. The PSUs vest upon certification of achievement of the performance goals and based upon the executive's employment through December 31, 2022. The Compensation Committee waived the performance targets applicable to tranche II and approved vesting at 90% of target, so the values reflected represent such level of potential vesting. Performance goals for 2020 PSU tranches II and III have not been set and amounts for such awards are not included in this table. See "Compensation Discussion and Analysis" above for additional information on these awards.
~~(10)~~: Amounts shown in this row represent the number of unvested and the year-end market value of tranche V of the 2020 SPSU awards with 20-day volume weighted average stock price performance targets. The 2020 SPSU awards were originally granted on February 26, 2020, but were subsequently modified on October 30, 2020. Tranche V consists of PSUs with a stock price target of $4 that expire on February 26, 2030. The PSUs vest upon attainment of the stock price target and based upon the executive's employment through October 30, 2021. Since the 2020 SPSUs are not subject to ratable vesting and can only vest at target, the values reflected represent the target level of potential vesting. The stock price performance target for tranche V was achieved on January 27, 2021, so the PSUs will vest on October 30, 2021 subject to the participant's continued service through such date.
~~(11)~~: Amounts shown in this row represent the number of unvested and the year-end market value of tranche VI of the 2020 SPSU awards with 20-day volume weighted average stock price performance targets. The 2020 SPSU awards were originally granted on February 26, 2020, but were subsequently modified on October 30, 2020. Tranche VI consists of PSUs with a stock price target of $8 that expire on February 26, 2030. The PSUs vest upon attainment of the stock price target and based upon the executive's employment through October 30, 2021. Since the 2020 SPSUs are not subject to ratable vesting and can only vest at target, the values reflected represent the target level of potential vesting. The stock price performance target for tranche VI was achieved on January 27, 2021, so the PSUs will vest on October 30, 2021 subject to the participant's continued service through such date.
~~(12)~~: Amounts shown in this row represent the number of unvested and the year-end market value of the 2019 RSU award granted by the Board and the Compensation Committee to Mr. Goodman upon his employment date. One half of this amount will vest on each of December 2, 2021 and December 2, 2022.


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~~(13)~~: ~~Mr. Ramsey retired effective February 28, 2020, and had no outstanding equity awards at December 31, 2020.~~

~~Option Exercises and Stock Vested~~

There were no options issued by the Company or exercised during the year ended December 31, 2020. The following table sets forth information on the vesting of the RSUs and PSUs for each NEO during the year ended December 31, 2020.

Name

Number of
Shares Acquired
on Vesting (#)(1)

Value
Realized on
Vesting ($)

Adam M. Aron

EIP—RSU(2)
129,661 $ 967,271
EIP—RSU(3)
29,705 217,144
EIP—PSU(4)
1,000,000 2,360,000
EIP—RSU & PSU(5)
441,159 1,054,370
Sean D. Goodman

EIP—PSU(4)
200,000 472,000
EIP—RSU(6)
133,333 575,999
EIP—RSU & PSU(5)
30,229 72,247
Craig R. Ramsey

EIP—RSU(2)
27,521 205,307
John D. McDonald

EIP—RSU(2)
18,164 135,503
EIP—RSU(3)
4,456 32,573
EIP—PSU(4)
140,000 330,400
EIP—RSU & PSU(5)
61,094 146,015
Elizabeth F. Frank

EIP—RSU(2)
18,164 135,503
EIP—RSU(3)
4,456 32,573
EIP—PSU(4)
140,000 330,400
EIP—RSU & PSU(5)
61,164 146,182
Stephen A. Colanero

EIP—RSU(2)
22,620 168,745
EIP—PSU(4)
140,000 330,400
EIP—RSU & PSU(5)
61,250 146,388

~~(1)~~: ~~The amount in this column reflects~~ the number of shares ~~underlying RSUs and PSUs~~ that ~~vested during the year ended December 31, 2020.~~
~~(2)~~: The aggregate value upon vesting was calculated by multiplying the closing price of the Company's common stock of $7.46 on the vesting date of January 2, 2020 by the number of shares acquired on vesting.
~~(3)~~: The aggregate value upon vesting was calculated by multiplying the closing price of the Company's common stock of $7.31 on the vesting date of February 19, 2020 by the number of shares acquired on vesting.
~~(4)~~: The aggregate value upon vesting was calculated by multiplying the closing price of the Company's common stock of $2.36 on the vesting date of October 30, 2020 by the number of shares acquired on vesting.
~~(5)~~: The aggregate value upon vesting was calculated by multiplying the closing price of the Company's common stock of $2.39 on the vesting date of December 28, 2020 by the number of shares acquired on vesting.
~~(6)~~: The aggregate value upon vesting was calculated by multiplying the closing price of the Company's common stock of $4.32 on the vesting date of December 2, 2020 by the number of shares acquired on vesting.


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~~Pension Benefits~~

~~The following table presents information regarding the present value of accumulated benefits that may become payable~~you hold. You are, therefore, urged to ~~the NEOs under our qualified and nonqualified defined-benefit pension plans~~vote as ~~of December 31, 2020.~~

Name

Plan Name

Number of
Years Credited
Service(#)(1)

Present Value
of Accumulated
Benefit($)(2)

Adam M. Aron
— — $ —
Sean D. Goodman
— — —
Craig R. Ramsey(3)
Defined Benefit Retirement Income Plan 12.00 —
Supplemental Executive Retirement Plan 12.00 152,802
John D. McDonald
Defined Benefit Retirement Income Plan 31.05 932,737
Supplemental Executive Retirement Plan 31.05 483,617
Elizabeth F. Frank
— — —
Stephen A. Colanero
— — —

~~(1)~~: ~~The number of years credited service represents the numbers of years of service through December 31, 2006, the date the plans were frozen.~~
~~(2)~~: The accumulated benefit was based on service and earnings considered by the plans for the period through December 31, 2020. The present value has been calculated assuming the NEOs will remain in service until age 65, the age at which retirement may occur without any reduction in benefits, and that the benefit is payable under the available forms of annuity consistent with the plans. The discount rate assumption was 2.26%. The post-retirement mortality assumption was based on the PRI-2012 Employees Tables with the Retiree Contingent Survivor Tables for annuitants projected forward with scale MP-2020.
~~(3)~~: Mr. Ramsey retired effective February 28, 2020, and received a lump sum payout of $389,149 from the defined benefit plan in 2020. Mr. Ramsey also received the first of four distributions under the Supplemental Executive Retirement Plan during 2020 in the amount of $45,613.

~~Pension and Other Retirement Plans~~

~~We provide retirement benefits~~promptly as possible to the NEOs under the terms of qualified and non-qualified defined-benefit plans. The AMC Defined Benefit Retirement Income Plan is a tax-qualified retirement plan in which certain of the NEOs participate on substantially the same terms as our other participating employees. However, due to maximum limitations imposed by ERISA and the Internal Revenue Code on the annual amount of a pension which may be paid under a qualified defined-benefit plan, the benefits that would otherwise be payable to the NEOs under the Defined Benefit Retirement Income Plan are limited. Because we did not believe that it was appropriate for the NEOs' retirement benefits to be reduced because of limits under ERISA and the Internal Revenue Code, we have a non-qualified supplemental defined-benefit plan that permits the NEOs to receive the same benefit that would be paid under our qualified defined-benefit plan up to the old IRS limit, as indexed, as if the Omnibus Budget Reconciliation Act of 1993 had not been in effect. On November 7, 2006, our Board approved a proposal to freeze the AMC Defined Benefit Retirement Income Plan and the AMC Supplemental Executive Retirement Plan, effective as of December 31, 2006. The material terms of the AMC Defined Benefit Retirement Income Plan and the AMC Supplemental Executive Retirement Plan are described below. For additional information on the material assumptions with respect to these plans, see Note 1 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

~~AMC Defined Benefit Retirement Income Plan.~~ The AMC Defined Benefit Retirement Income Plan is a non-contributory defined-benefit pension plan subject to the provisions of ERISA. As mentioned above, the plan was frozen effective December 31, 2006.

The plan provides benefits to certain of our employees based upon years of credited service and the highest consecutive five-year average annual remuneration for each participant. For purposes of calculating benefits, average annual


62

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compensation is limited by Section 401(a)(17) of the Internal Revenue Code, and is based upon wages, salaries and other amounts paid to the employee for personal services, excluding certain special compensation. Under the Defined Benefit Retirement Income Plan, a participant earns a vested right to an accrued benefit upon completion of five years of vesting service.

~~AMC Supplemental Executive Retirement Plan.~~ AMC also sponsors a Supplemental Executive Retirement Plan to provide the same level of retirement benefits that would have been provided under the retirement plan had the federal tax law not been changed in the Omnibus Budget Reconciliation Act of 1993 to reduce the amount of compensation which can be taken into account in a qualified retirement plan. The plan was frozen, effective December 31, 2006, and no new participants can enter the plan and no additional benefits can accrue thereafter.

Subject to the forgoing, any individual who is eligible to receive a benefit from the AMC Defined Benefit Retirement Income Plan after qualifying for early, normal or late retirement benefits thereunder, the amount of which is reduced by application of the maximum limitations imposed by the Internal Revenue Code, is eligible to participate in the Supplemental Executive Retirement Plan.

The benefit payable to a participant equals the monthly amount the participant would receive under the AMC Defined Benefit Retirement Income Plan without giving effect to the maximum recognizable compensation for qualified retirement plan purposes imposed by the Internal Revenue Code, as amended by Omnibus Budget Reconciliation Act of 1993, less the monthly amount of the retirement benefit actually payable to the participant under the AMC Defined Benefit Retirement Income Plan, each as calculated as of December 31, 2006. The benefit is an amount equal to the actuarial equivalent of his/her benefit, computed by the formula above, payable in either a lump sum (in certain limited circumstances, specified in the plan) or equal semi-annual installments over a period of two to ten years, with such form, and, if applicable, period, having been irrevocably elected by the participant.

If a participant's employment with AMC terminates for any reason before the earliest date he/she qualifies for early, normal or late retirement benefits under the AMC Defined Benefit Retirement Income Plan, no benefit is payable under the Supplemental Executive Retirement Plan.

~~Nonqualified Deferred Compensation~~

AMC permits the NEOs and other key employees to elect to receive a portion of their compensation reported in the Summary Compensation Table on a deferred basis. Deferrals of compensation during the year ended December 31, 2020 and in recent years have been made under the AMC Non-Qualified Deferred Compensation Plan ("NQDC"). Participants of the plan are able to defer annual salary and bonus (excluding commissions, expense reimbursement or allowances, cash and non-cash fringe benefits and any stock-based incentive compensation). Amounts deferred under the plans are credited with an investment return determined as if the participant's account were invested in one or more investment funds made available by the Company and selected by the participant. AMC may, but need not, credit the deferred compensation account of any participant with a discretionary or profit sharing credit as determined by AMC. The deferred compensation account will be distributed either in a lump sum payment or in equal annual installments over a term not to exceed 10 years as elected by the participant and may be distributed pursuant to in-service withdrawals under certain circumstances. Any such payment shall commence upon the date of a "Qualifying Distribution Event" (as such term is defined in the Non-Qualified Deferred Compensation Plan). The Qualifying Distribution Events are designed to be compliant with Section 409A of the Internal Revenue Code.


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~~The following table presents information regarding the contributions to and earnings on the NEOs' deferred compensation balances during the year ended December 31, 2020:~~

Name

Executive
Contributions
in last FY(1)

Aggregate
Earnings in
Last FY

Aggregate
Withdrawals/
Distributions

Aggregate
Balance at
Last FYE

Adam M. Aron

NQDC(2)
$ — $ — $ — $ —
Sean D. Goodman

NQDC(2)
— — — —
Craig R. Ramsey

NQDC(2)
5,308 63,742 805,681 —
John D. McDonald

NQDC(2)
63,500 454,811 — 2,520,743
Elizabeth F. Frank

NQDC(2)
— 301,025 — 1,776,605
Stephen A. Colanero

NQDC(2)
— — — —

~~(1)~~: ~~These amounts are included in the Summary Compensation Table for 2020.~~
~~(2)~~: The above market earnings on deferred compensation are reflected in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table during the year ended December 31, 2020: Mr. Aron—$0, Mr. Goodman—$0, Mr. Ramsey—$42,907, Mr. McDonald—$374,651, Ms. Frank—$238,992, and Mr. Colanero—$0.


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~~Potential Payments Upon Termination or Change of Control~~

The following tables describe potential payments and other benefits that would have been received or receivable by each NEO or his or her estate under the officer's employment agreement or related plans and agreements if employment had been terminated under various circumstances on December 31, 2020:

Termination
Following a
Change of
Control

Death or
Disability

Termination with
Good Reason by
Employee

Termination
Without Cause
by Company

Retirement

Adam M. Aron

Base Salary
$ 1,875,000 $ — $ 1,875,000 $ 1,875,000 $ —
AIP
3,605,250 — 3,605,250 3,605,250 —
Unvested Equity Awards
6,000,000 — 6,000,000 6,000,000 —

Total
11,480,250 — 11,480,250 11,480,250 —

Sean D. Goodman

Base Salary
675,000 — 675,000 675,000 —
AIP
— — — — —
Unvested Equity Awards
673,774 — — — —

Total
1,348,774 — 675,000 675,000 —

Craig R. Ramsey

Base Salary
— — — — —
AIP
— — — — 87,500
Unvested Equity Awards
— — — — —

Total
— — — — 87,500

John D. McDonald

Base Salary
1,111,760 1,111,760 — 1,111,760 —
AIP
— — — — 389,116
Unvested Equity Awards
423,383 — — — —

Total
1,535,143 1,111,760 — 1,111,760 389,116

Elizabeth Frank

Base Salary
1,111,760 — 1,111,760 1,111,760 —
AIP
— — — — —
Unvested Equity Awards
424,129 — — — —

Total
1,535,889 — 1,111,760 1,111,760 —

Stephen A. Colanero

Base Salary
1,070,000 — 1,070,000 1,070,000 —
AIP
— — — — —
Unvested Equity Awards
425,037 — — — —

Total
1,495,037 — 1,070,000 1,070,000 —

~~Employment Agreements~~

In the event Mr. Aron's employment is terminated, pursuant to his employment agreement, if Mr. Aron is terminated as a result of his death or disability or without cause or for good reason (each as defined below and in the employment agreement), he will receive a pro rata portion of any incentive bonus for the year in which he was terminated if the applicable targets are met. In addition, upon his termination without cause or for good reason or as a result of the Company not renewing his contract, or not renewing it on comparable terms (each an "Involuntary Termination"), Mr. Aron will be entitled to an amount equal to 1.5 times his Base Salary plus 1.5 times the average of the Incentive Bonuses paid to Mr. Aron during the 24 months preceding the date of Mr. Aron's termination (the "Severance Benefit"). The Severance Benefit will be paid


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equally over a 24-month period. In addition, upon an Involuntary Termination, Mr. Aron will be paid $6,000,000 of value, through a combination of RSUs vesting and cash payments, over a 3-year period following termination. Upon an Involuntary Termination, the Company will also pay Mr. Aron an amount equal to the full cost of his medical insurance for a period of 18 months.

"Cause" is defined as committing a felony, engaging in material misconduct injurious to the Company, willfully failing to perform his duties or material breach of certain agreement covenants. "Good reason" is defined as material diminution in compensation or duties, material change in location or material breach of the agreement by the Company.

Mr. Goodman is entitled to receive cash severance payments equal to one year of his base salary in the event of termination by the Company without "Cause" or by Mr. Goodman for "Good Reason" (as such term is defined below and in his employment agreement).

Mr. Ramsey retired effective February 28, 2020, and was no longer employed at December 31, 2020, so no severance benefits would have been payable as of such date. In connection with his retirement and pursuant to the terms of his employment agreement, Mr. Ramsey was paid a severance payment in the amount of $87,500 which represented the pro rata share of his AIP at target for 2020 as of his retirement date.

In the event Mr. McDonald's employment is terminated as a result of his death, "Disability", or by the Company without "Cause" (as those terms are defined in the paragraph below and in the applicable employment agreement) he is entitled to a lump cash severance payment equal to two years of his base salary then in effect. Following a Change in Control (as defined in the paragraph below and in the applicable employment agreement), if Mr. McDonald resigns in response to a substantial adverse alteration in responsibilities, reduction in base salary, or a material reduction in benefits, he is entitled to a lump cash severance payment equal to two years of his base salary then in effect. If Mr. McDonald retires, he is entitled to a payment equal to a pro rata share of his AIP at target for the year in which he retires.

The employment agreement for Mr. McDonald defines Disability as the executive's incapacity due to physical or mental illness and the executive has not been regularly performing his duties and obligations for a period of 120 consecutive days. Cause is defined as a willful and continued failure by the executive to perform substantially his duties with the Company or the willful engaging by the executive in misconduct which is materially and demonstrably injurious to the Company. Change of Control is defined as a merger or similar transaction, provided the executive terminates his employment subsequent to a Change of Control within 60 days of the occurrence of any such event; (i) a substantial adverse alteration in executive's responsibilities from those in effect immediately prior to the Change of Control; (ii) a reduction in base salary below the rate that is in effect immediately prior to the Change of Control; or (iii) a material reduction in the benefits provided to the Executive by the Company prior to the Change of Control.

Ms. Frank and Mr. Colanero are entitled to receive cash severance payments equal to two years of their base salary in the event of termination by the Company without "Cause" or by Ms. Frank or Mr. Colanero for "Good Reason" (as such term is defined below and in her employment agreement).

Per Mr. Goodman's, Ms. Frank's and Mr. Colanero's employment agreements, Cause shall mean, as reasonably determined by the Board based on information that one or more of the following has occurred, the executive has; (i) committed a felony or similar crime; (ii) engaged in acts of fraud, dishonesty, gross negligence or other misconduct; (iii) willfully failed to perform her duties under the agreement; or (iv) breached any provision, materially breached any contract or breached any material written Company policy. Good Reason shall mean a termination of the executive's employment by means of resignation by the executive after the occurrence of any one of the following conditions; (i) a material diminution in the executive's rate of base salary; (ii) a material diminution in the executive's authority, duties, or responsibilities; (iii) a material change in the geographic location of the executive's principal office with the Company; or (iv) a material breach of the employment agreement by the Company.

~~Acceleration of RSU and PSU Awards.~~ Unvested RSU and PSU awards do not vest upon a termination by the Company, or due to death, disability or retirement. Under the EIP, upon a Change in Control of the Company, the Compensation Committee can, in its discretion, determine to accelerate the vesting of outstanding awards at their target


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value. The tables above show the value (based on the market price of the Company's Common Stock at year-end) of any unvested equity awards at target, and the cash value of certain payments guaranteed to Mr. Aron.

Change in Control is generally defined as (1) any person other than Wanda becoming the owner of more than 35% of the combined voting power of outstanding securities of the Company, (2) over a period of two years, incumbent directors ceasing to be a majority of the board, or (3) a merger or consolidation of or the disposition of substantially all of the assets of the Company, subject to exceptions.

~~Nonqualified Deferred Compensation Plan and Pension Benefits.~~ Upon termination for any reason, executives would receive all deferred compensation balances, subject to the terms of the Nonqualified Compensation Plan. See "Nonqualified Deferred Compensation" above for plan balances. See "Pension Benefits" above for a discussion of benefits upon termination under the Company's pension plans.

~~Equity Compensation Plan Information~~

~~The following table summarizes the EIP as of December 31, 2020.~~


~~Plan Category~~	~~(a) Total Number of~~ ~~Securities to be Issued~~ ~~Upon Exercise of~~ ~~Outstanding Options,~~ ~~Warrants and Rights~~	~~(b) Weighted-average~~ ~~Exercise Price of~~ ~~Outstanding Options,~~ ~~Warrants and Rights($)~~	~~(c) Number of Securities~~ ~~Remaining Available for~~ ~~Future Issuance Under~~ ~~Equity Compensation~~ ~~Plans (Excluding Securities~~ ~~Reflected in Column (a))~~

~~Equity compensation plans approved by security holders~~	—	—	~~8,520,193~~
~~Equity compensation plans not approved by security holders~~	—	—	—

~~Pay Ratio Disclosure~~

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our CEO, Mr. Adam M. Aron, and the annual total compensation of our employees. This pay ratio is a reasonable estimate calculated in good faith, in a manner consistent with Item 402(u) of Regulation S-K, based on our payroll and employment records and the methodology described below. The SEC rules for identifying the "median employee" and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratios reported by other companies may not be comparable to the pay ratio set forth below, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

~~For the year ended December 31, 2020:~~

•: ~~The median of the annual total compensation of all employees of the Company (other than our CEO) was $5,503.~~
•: ~~The annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $20,926,785.~~
•: ~~Based on this information, for 2020 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 3,803 to 1.~~

The COVID-19 pandemic had enormous impacts on our industry, guests and associates that significantly affected the pay ratio disclosure. Due to the pandemic and the resulting temporary theatre closures, all of our employees were partially or fully furloughed for a portion of 2020. When employees were able to return to work, it was often on reduced schedules due


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~~to operating restrictions imposed by local governments, limited new film releases, and reluctance of consumers to return to public venues.~~

Since we had used the same employee as our median for three years previously, for 2020 we were required to identify a new median employee. Following is the methodology and material assumptions we applied to identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of the "median employee":

•: We selected December 31, 2020, the last day of our fiscal year, as the date upon which to identify the median employee. For the year ended December 31, 2019, we elected to use the same median employee as was identified for 2018 and 2017, as permitted by SEC rules. For the year ended December 31, 2017, we selected November 30, 2017 as the date upon which to identify the respective median employee. We used December 31 instead of November 30 for 2020 because it more closely aligned with the end of our fiscal year.
•: We prepared a list of all active employees as of December 31, 2020, resulting in a list of approximately 24,600 employees in 10 countries with approximately 16,500 employees based in the U.S. and 8,100 based internationally. No countries were omitted from our determination process. The list of active employees included those furloughed on the determination date.
•: We determined to use total earnings for the twelve months ended December 31, 2020, as our compensation measure. Total earnings include regular pay and additional pay elements such as overtime and tips. We used this measurement as this pay data was readily available in all of our locations and representative of our compensation structure.
•: We did not make any cost-of-living adjustment in identifying the median employee and we annualized the compensation of all permanent employees included in the sample who were hired in 2020 but did not work for the entire year. However, we did not annualize compensation of any furloughed employees for the period of their furlough.
•: We determined the median amount of compensation from the compiled list and the related employee was selected as our median employee. Our median employee is a part-time theatre-level film crew employee in the U.S. who was fully furloughed for five months during 2020.
•: For the median employee, we combined all elements of the respective employee's compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and consistent with the determination of the total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement.


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~~PROPOSAL 4:~~
~~NON-BINDING ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS~~

As we discussed in the "Compensation Discussion and Analysis" above, the Company's compensation program for executive officers is designed to attract and retain high quality people and to motivate them to achieve both our long-term and short-term goals. As required by Section 14A of the Exchange Act, this proposal, commonly referred to as the "say-on-pay" resolution, seeks a stockholder advisory vote on the compensation of our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K through the following resolution:

"RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's Proxy Statement for the 2021 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including Compensation Discussion and Analysis, compensation tables and narratives."

~~This~~ensure your vote is ~~advisory and non-binding, but our Board and the Compensation Committee will consider stockholders' concerns and evaluate whether actions are necessary to address those concerns.~~

~~The Board recommends a vote~~ recorded.~~"FOR"~~ ~~approval of the compensation of our Named Executive Officers, as disclosed in this proxy statement on an advisory basis.~~


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~~PROPOSAL 5:~~
~~ADJOURNMENT OF ANNUAL MEETING~~

If at the Annual Meeting, the number of shares of Common Stock present or represented and voting in favor of the Proposals is insufficient to approve the Proposals, our management may move to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, in order to enable our Board to solicit additional proxies in favor of the Proposals. In that event, you will be asked to vote only upon the adjournment, postponement or continuation proposal and not on any other proposals.

In this proposal, we are asking you to authorize the holder of any proxy solicited by our Board to vote in favor of adjourning, postponing or continuing the Annual Meeting and any later adjournments. If our stockholders approve the adjournment, postponement or continuation proposal, we could adjourn, postpone or continue the Annual Meeting, and any adjourned session of the Annual Meeting, to use the additional time to solicit additional proxies in favor of the Proposals, including the solicitation of proxies from stockholders that have previously voted against the proposal. Among other things, approval of the adjournment, postponement or continuation proposal could mean that, even if proxies representing a sufficient number of votes against the Proposals have been received, we could adjourn, postpone or continue the Annual Meeting without a vote on the Proposals and seek to convince the holders of those shares to change their votes to votes in favor of the approval of the Proposals.

~~The Board recommends a vote~~ ~~"FOR"~~ ~~the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Proposals.~~


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~~OTHER INFORMATION~~

The Company's audited consolidated financial statements are included in the Annual Report on Form 10-K for 2020 filed with the SEC, 100 F Street N.E., Washington, D.C. 20549. Complimentary copies of the Form 10-K as filed with the SEC may be obtained by following the instructions provided below under the heading "Availability of Report on Form 10-K."

~~Costs of Proxy Statement~~

The Company bears the cost of preparing, assembling and mailing this proxy statement and any other proxy materials transmitted on behalf of our Board. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding proxy materials to the beneficial owners of our Common Stock.

Delivery of Stockholder Documents

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a proxy statement addressed to those stockholders. This process, which is commonly referred to as ~~"householding,"~~“householding,” potentially means extra convenience for stockholders and cost savings for companies.

TABLE OF CONTENTS

A number of brokers with accounts will be householding our proxy materials to the extent stockholders have given their prior express or implied consent in accordance with SEC rules. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent, which is deemed to be given unless you inform the broker otherwise when you receive the original notice of householding. If, at any time, you no longer wish to participate in householding and would prefer to receive separate proxy materials, please notify your broker to discontinue householding and direct your written request to receive a separate ~~notice of internet availability of proxy~~ materials ~~or proxy statement and annual report~~ to the Company at: AMC Entertainment Holdings, Inc., Attention: Investor Relations, One AMC Way, 11500 Ash Street, Leawood, KS 66211, or by calling (913) 213-4000. Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request householding of their communications should contact their broker.

~~If you have any questions regarding the~~

Company Website

We maintain a website at www.amctheatres.com. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy ~~statement, you may contact D.F. King & Co.~~statement.

THE BOARD OF DIRECTORS OF
AMC ENTERTAINMENT HOLDINGS, INC.

Mr. Kevin M. Connor
Senior Vice President, General Counsel and Secretary
Leawood, Kansas
February [•], ~~Inc., our proxy solicitor, toll-free at (800) 249-7120 or collect at (212) 269-5550 or email at AMC@dfking.com.~~

For registered stockholders with questions about their AMC shares or a need to change a mailing address, please contact our transfer agent by writing to Computershare Trust Company, N.A., Computershare Investor Services, 462 South 4th Street, Suite 1600, Louisville, KY 40202. You may also contact our transfer agent via email at web.queries@computershare.com or by telephone at 800-962-4284.


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2023

~~STOCKHOLDER PROPOSALS~~

The 2021 Annual Meeting was postponed to allow current stockholders additional time to consider proposals and vote. We plan to return to a normalized schedule for our 2022 annual meeting of stockholders (the "2022 Annual Meeting"). Therefore, the date for the 2022 Annual Meeting will change by more than 30 days from the anniversary date of the 2021 Annual Meeting. As a result, the Company is disclosing a deadline for submission of stockholder proposals for inclusion in the proxy materials for the 2022 Annual Meeting (the "2022 Proxy") pursuant to Rule 14a-8 under the Exchange Act ("Rule 14a-8"). The Company is hereby informing stockholders that to be considered for inclusion in the 2022 Proxy, stockholder proposals submitted under Rule 14a-8 must be in writing and received by the Corporate Secretary at the Company's principal offices at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211, no later than 5:00 pm Central Time on December 31, 2021, which the Company has determined to be a reasonable time before it expects to begin to print and send the 2022 Proxy. Such proposals must also comply with the remaining requirements of Rule 14a-8. Any proposal submitted after the foregoing deadline will not be considered timely and will be excluded from the 2022 Proxy. In accordance with Rule 14a-5(f) of the Exchange Act, if the stockholder proposal deadline changes, the Company will announce the new date in a quarterly report on Form 10-Q or on a current report on Form��8-K.

Additionally, in accordance with the advance notice provisions set forth in the Company's Bylaws, in order for a stockholder proposal submitted outside of Rule 14a-8 or a director nomination submitted by a stockholder to be considered timely when an annual meeting is changed by more than 30 days from the anniversary of the prior annual meeting, it must be received no earlier than 60 days prior to such annual meeting and not later than the close of business on the later of the 30^th ~~day prior to such annual meeting or the 10~~^th day following the public announcement of the meeting date. When the 2022 Annual Meeting date is determined, we will announce the deadlines for such proposals in a quarterly report on Form 10-Q or in a current report on Form 8-K.


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Annex A

~~AVAILABILITY OF REPORT ON FORM 10-K~~

Upon your written request, we will provide to you a complimentary copy of our 2020 Annual Report on Form 10-K (without exhibits and separate financial statements of non-consolidated subsidiaries) as filed with the SEC. We will provide you a copy of the exhibits and separate financial statements of non-consolidated subsidiaries to our 2020 Annual Report on Form 10-K upon payment of our reasonable duplicating and shipping expenses. Your request should be mailed to AMC's offices, addressed as follows: AMC Entertainment Holdings, Inc., Attention: Investor Relations, One AMC Way, 11500 Ash Street, Leawood, KS 66211. A free copy of the Form 10-K may also be obtained at the Internet web site maintained by the SEC at www.sec.gov and by visiting our Internet web site at www.amctheatres.com and clicking on "Investor Relations," then on "Financial Performance."

~~By Order of the Board of Directors,~~

~~One AMC Way,11500 Ash Street~~
~~Leawood, KS 66211~~



		~~Senior Vice President, General Counsel and Secretary~~

~~June 16, 2021~~


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~~APPENDIX A~~

Certificate of Amendment to the
Third
Amended and Restated Certificate of Incorporation
of
AMC Entertainment Holdings, Inc.

AMC Entertainment Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ~~"Corporation"~~“Corporation”), does hereby ~~certify that:~~

certify:

1. ~~Article IV.A.~~

This Certificate of Amendment amends the Third Amended and Restated Certificate of Incorporation of the Corporation, as amended by the ~~Certificates~~Certificate of Amendment dated July 29, 2020, and as further amended by the Certificate of Amendment dated January 22, 2021 ~~respectively (the "Certificate~~(as amended, the “Certificate of ~~Incorporation"~~Incorporation”), as follows:

Section A of Article IV of the Certificate of Incorporation is hereby ~~amended to read~~replaced in its entirety ~~as follows:~~

with the following:

“A. The total number of shares of capital stock that the Corporation has authority to issue is ~~574,173,073~~600,000,000 shares, consisting of (i) ~~524,173,073~~550,000,000 shares of Class A Common Stock, par value $0.01 per share (the "“~~Class A~~ Common Stock~~" or the "~~~~Common Stock~~"”), and (ii) 50,000,000 shares of Preferred Stock, par value $0.01 per share (the "“Preferred Stock"”). Effective January 1, 2022, the total number of shares of capital stock that the Corporation has authority to issue will be 599,173,073 shares, consisting of (i) 549,173,073 shares of Class A Common Stock, and (ii) 50,000,000 shares of Preferred Stock.”

ii.

~~2. The remaining provisions of~~

That Article IV of the Certificate of Incorporation is hereby amended by a new Section P stating the following:

“P. REVERSE SPLIT. Upon the effectiveness of this Certificate of Amendment (the “Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time are reclassified into a smaller number of shares such that every ten (10) shares of Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. In lieu of any fractional share of Common Stock that a stockholder would otherwise be entitled to receive as a result of the Reverse Stock Split, the Corporation shall ~~remain~~arrange for the ~~same~~disposition of fractional interests by causing the transfer agent to (i) aggregate and ~~in full force~~sell such fractional interests and ~~effect.~~

3. (ii) allocate and distribute the net proceeds from such sale among the holders of fractional interests as their respective interests appear on the records books of the Corporation.”

The foregoing ~~amendment~~amendments to the Certificate of Incorporation ~~was~~were duly adopted in accordance with the provisions of Section 242 of ~~the~~ General Corporation Law of the State of Delaware.

The foregoing amendments to the Certificate of Incorporation shall become effective at 12:01 a.m. (New York City time) on [•], 2023.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed by the undersigned officer, duly authorized, as of the [•·] day of [· ].

•], 2023.


				~~A-1~~

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~~VOTE BY INTERNET - www.proxyvote.com Use~~Special Meeting Admission TicketSpecial Meeting ofAMC Entertainment Holdings, Inc. StockholdersTuesday, March 14, 2023, 11:00 A.M. Central TimeAMC Theatre Support Center, located atOne AMC Way, 11500 Ash Street, Leawood, Kansas 66211Upon arrival, please present this admission ticket and photo identification at the registration desk.Important notice regarding the Availability ofProxy Materials for the Special Stockholder MeetingTo Be Held on March 14, 2023:The materials are available onthe Internet ~~to transmit your voting instructions and for electronic delivery~~at: www.envisionreports.com/amcwithout charge.Special Meeting of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.StockholdersAMC Theatre Support Center, located atOne AMC ~~ENTERTAINMENT HOLDINGS, INC. ONE AMC WAY~~Way, 11500 ~~ASH STREET LEAWOOD, KS 66211 ATTN: LEGAL DEPARTMENT ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred~~Ash Street, Leawood, Kansas 66211Proxy Solicited by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D55681-P58902 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. AMC ENTERTAINMENT HOLDINGS, INC. The Board of Directors ~~recommends you~~for Special Meeting — March 14, 2023If applicable, Sean Goodman and Kevin Connor, or either of them, each with full power of substitution, are hereby authorized to represent and vote ~~FOR~~ the ~~following proposals: For Against Abstain For Against Abstain 1. To approve an amendment~~shares of the undersigned, with all the powerswhich the undersigned would possess if personally present, at the Special Meeting of Stockholders of AMC Entertainment Holdings, Inc. to ~~our Third Amended~~be held on March 14, 2023 or at any postponement oradjournment thereof.Further, if applicable, Sean Goodman and ~~Restated Certificate~~Kevin Connor, or either of ~~Incorporation~~them, each with full power of substitution, are hereby authorized to ~~increase~~instruct Computershare Inc. and Computershare Trust Company,N.A., jointly as Depositary, to vote or cause to be voted the ~~total number~~amount of shares of ~~Class~~Series A ~~Common~~Convertible Preferred Stock ~~(par value $0.01 per share)~~of AMC Entertainment Holdings, Inc. represented by the ~~Company shall have~~receipts evidencing AMCPreferred Equity Units registered in the ~~authority to issue by 25,000,000 shares to a total~~name of ~~549,173,073 shares~~the undersigned on the books of ~~Class A Common Stock effective January 1, 2022 ("Proposal 1"). To elect to our Board of Directors~~ the ~~following nominees for terms expiring~~Depositary at the ~~2024 Annual Meeting: Nominees: 3. To ratify~~Special Meeting of Stockholders of AMC Entertainment Holdings, Inc. to be held on March 14, 2023or at any adjournment or postponement thereof.Shares and/or receipts represented by this proxy will be voted as directed by the ~~appointment~~holder thereof. If no such directions are indicated, the Proxies will vote the shares FOR Proposals 1, 2 and 3 and thereceipts proportionately with the votes cast by other holders of ~~Ernst & Young LLP as our independent registered public accounting firm for 2021 ("Proposal 3"). To conduct a non binding advisory~~receipts.In their discretion, the Proxies are authorized to vote to approve the compensation of named executive officers ("Proposal 4"). To approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the proposals ("Proposal 5"). ! ! ! ! ! ! ! ! ! ! ! ! 4. 5. 2. For Withhold NOTE: Suchupon such other business as may properly come before the meeting or any adjournment thereof. ! ! ! ! ! ! 2a. Mr. Philip Lader 2b. Mr. Gary F. Locke 2c. Mr. Adam J. Sussman Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Datemeeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D55682-P58902 AMC ENTERTAINMENT HOLDINGS, INC. Annual Meeting of Stockholders July 29, 2021 2:00 PM (Central Time) This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Kevin Connor and Sean Goodman, or either proxies, each with the power to appoint his substitute, and hereby authorize(s) them of to them, as represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of AMC ENTERTAINMENT HOLDINGS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 2:00 PM (Central Time) on July 29, 2021 at AMC Theatre Support Center, located at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. (Continued and to be signed on reverse side)


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AMC ENTERTAINMENT HOLDINGS, INC.
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		~~By Order~~NOTICE HEREBY IS GIVEN that the Special Meeting of Stockholders (the “Special Meeting”) of ~~the Board of Directors,~~
~~One AMC Way~~
~~11500 Ash Street, Leawood, KS 66211~~		~~Senior Vice President, General Counsel and Secretary~~
~~June 16, 2021~~


~~2021 ANNUAL MEETING OF STOCKHOLDERS~~
~~Time and Date:~~		~~2:00 p.m. (Central Time), Thursday, July 29, 2021~~
~~Place:~~		~~AMC Theatre Support Center, located at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211~~
~~Record Date:~~		~~June 2, 2021~~
~~Voting:~~		~~As of the record date, holders of our Class A common stock are entitled to one vote per share.~~

~~Agenda Item~~		~~Board Vote~~ ~~Recommendation~~


~~Proposal 1:~~				~~FOR~~
Amendment of our Third Amended and Restated Certificate of Incorporation to increase the total number of shares of Class A Common Stock (par value $0.01 per share) the Company shall have the authority to issue by 25,000,000 shares to a total of 549,173,073 shares of Class A Common Stock effective January 1, 2022.

~~Proposal 2:~~				~~FOR~~
~~Election to our Board of Directors of the following nominees for terms expiring at the 2024 Annual Meeting:~~				~~each Director Nominee~~
~~Mr. Philip Lader, Mr. Gary F. Locke, and Mr. Adam J. Sussman.~~
~~Proposal 3:~~				~~FOR~~
~~Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021.~~

~~Proposal 4:~~				~~FOR~~
~~Non-binding advisory vote to approve the compensation of named executive officers (the "say-on-pay vote").~~

~~Proposal 5:~~				~~FOR~~
~~Adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Proposals.~~


~~EXPLANATORY NOTE~~		1
~~LETTER FROM THE CEO~~		2
~~PROXY SUMMARY~~		4
~~GENERAL INFORMATION~~		5
~~VOTING AT THE ANNUAL MEETING~~		6
~~The Proxy and Voting~~		6
~~Other Matters~~		7
~~Voting Requirement to Approve each of the Proposals~~		7
~~How Votes Are Counted~~		8
~~Proxy Solicitation~~		8
~~DIRECTORS OF THE COMPANY~~		10
~~PROPOSAL 1: AMENDMENT TO THE CERTIFICATE OF INCORPORATION~~		11
~~Proposed Amendment~~		11
~~Background and Reason for Recommendation~~		11
~~Rights of Additional Authorized Shares~~		12
~~Potential Adverse Effects of the Certificate of Amendment~~		12
~~Potential Anti-Takeover Effects~~		12
~~Appraisal Rights~~		12
~~Effectiveness of the Certificate of Amendment~~		12
~~PROPOSAL 2: ELECTION OF DIRECTORS~~		13
~~Nominees for Election as Class I Directors~~		13
~~Continuing Class II Directors~~		14
~~Continuing Class III Directors~~		15
~~CORPORATE GOVERNANCE~~		17
~~Corporate Governance Guidelines~~		17
~~Risk Oversight~~		17
~~Compensation Policies and Practices as They Relate to Risk Management~~		17
~~Business Conduct and Ethics~~		18
~~Board and Committee Information~~		18
~~Communications with the Board~~		18
~~Director Independence~~		18
~~Board Leadership Structure~~		18
~~Executive Sessions~~		19
~~Attendance at Annual Meetings~~		19
~~Committees~~		19
~~Audit Committee~~		19
~~Compensation Committee~~		20
~~Nominating and Corporate Governance Committee~~		20
~~Compensation Committee Interlocks and Insider Participation~~		21
~~DIRECTOR COMPENSATION~~		22
~~Non-Employee Director Compensation~~		22
~~Director Compensation Table~~		22
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~		24
~~DELINQUENT SECTION 16(A) REPORTS~~		25
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~		26
~~Policies and Procedures with Respect to Related Transactions~~		26
~~Related Person Transactions~~		26
~~PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~		30
~~AUDIT COMMITTEE REPORT~~		32
~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~		33
~~Audit Committee Pre-Approval Policy~~		33
~~COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION~~		34
~~COMPENSATION DISCUSSION AND ANALYSIS~~		35
~~EXECUTIVE SUMMARY~~		35
~~2020 Business Review; Impact of the COVID-19 Pandemic~~		35
~~Compensation Decisions~~		36
~~How Our Compensation Program Works~~		38
~~Components of Our Pay~~		39
~~Consideration of Say on Pay Results~~		40
~~EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAM OBJECTIVES~~		40
~~EXECUTIVE COMPENSATION PROGRAM ELEMENTS~~		41
~~Base Salaries~~		41
~~Annual Incentive Program~~		41
~~Payout Opportunities~~		42
~~2020 Performance Goals~~		42
~~2020 Payouts~~		43
~~2020 Special Incentive Bonuses~~		43
~~Equity-Based Incentive Compensation Program~~		43
~~2020 Annual Equity Grants and Modifications~~		44
~~2020 Special PSU Equity Grants and Modifications~~		46
~~2019 Annual Equity Award Modifications~~		47
~~2018 Annual Equity Award Modifications~~		48
~~COMPENSATION SETTING PROCESS~~		50
~~Independent Compensation Consultant~~		50
~~2020 Peer Group~~		50
~~OTHER COMPENSATION PRACTICES~~		51
~~Compensation Clawback Policy~~		51
~~Executive Stock Ownership Guidelines~~		51
~~Anti-Hedging Policy~~		51
~~Retirement Benefits~~		51
~~Non-Qualified Deferred Compensation Program~~		51
~~Severance and Other Benefits Upon Termination of Employment~~		52
~~Tax and Accounting~~		52
~~EXECUTIVE COMPENSATION~~		53
~~Summary Compensation Table~~		53
~~Grants and Modifications of Plan-Based Awards~~		57
~~Outstanding Equity Awards as of December 31, 2020~~		59
~~Option Exercises and Stock Vested~~		61
~~Pension Benefits~~		62
~~Pension and Other Retirement Plans~~		62
~~Nonqualified Deferred Compensation~~		63
~~Potential Payments Upon Termination or Change of Control~~		65


~~Employment Agreements~~		65
~~Equity Compensation Plan Information~~		67
~~Pay Ratio Disclosure~~		67
~~PROPOSAL 4: NON-BINDING ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS~~		69
~~PROPOSAL 5: ADJOURNMENT OF ANNUAL MEETING~~		70
~~OTHER INFORMATION~~		71
~~Costs of Proxy Statement~~		71
~~Delivery of Stockholder Documents~~		71
~~STOCKHOLDER PROPOSALS~~		72
~~AVAILABILITY OF REPORT ON FORM 10-K~~		73
~~APPENDIX A~~		~~A-1~~

	Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING		2
PROPOSAL NUMBER 1: SHARE INCREASE PROPOSAL		11
PROPOSAL NUMBER 2: REVERSE SPLIT PROPOSAL		15
PROPOSAL NUMBER 3: ADJOURNMENT PROPOSAL		21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		22

	Page
PROPOSALS OF STOCKHOLDERS FOR 2023 ANNUAL MEETING		23
OTHER MATTERS		23
ANNEX A FORM OF CERTIFICATE OF AMENDMENT


Board Member	Audit(1)	Compensation	Nominating and Corporate Governance

Adam M. Aron
Howard W. "Hawk" Koch, Jr.		Member	Member
Philip Lader		Member(2)	Member
Gary F. Locke			Member
Kathleen M. Pawlus	Chairperson
Adam J. Sussman		Member(2)
Anthony J. Saich	Member		Chairperson
Lee E. Wittlinger	Member	Chairperson	Member
John Zeng		Member
Lin Zhang
Meetings Held in 2020	7	3	3


Committee		Chairperson		Member

Audit	$	30,000	$	10,000
Compensation		15,000		10,000
Nominating and Corporate Governance		15,000		10,000


Name		Fees Earned or Paid in Cash(1)		Stock Awards(2)		Total

Lloyd Hill(3)	$	97,500	$	85,161	$	182,661
Howard W. "Hawk" Koch, Jr.		157,500		66,237		223,737
Philip Lader(4)(5)		185,000		66,237		251,237
Gary F. Locke(5)		167,500		66,237		233,737
Kathleen M. Pawlus		167,500		66,237		233,737
Anthony J. Saich		162,500		66,237		228,737
Adam J. Sussman(4)		155,000		66,237		221,237
Lee E. Wittlinger(6)		—		—		—


Type of Fee		Year Ended December 31, 2020		Year Ended December 31, 2019

Audit Fees(1)	$	4,037,983	$	5,339,820
Audit-Related Fees(2)		1,414,195		1,092,322
Tax Fees(3)		983,057		575,357

Total		6,435,235		7,007,499


Executive		2020 Base Salary		2019 Base Salary	% Increase / (Decrease)

Adam M. Aron	$	1,187,500	$	1,250,000	(5)%
Sean D. Goodman		675,000		—	N/A
Craig R. Ramsey		750,000		750,000	0%
John D. McDonald		528,086		555,880	(5)%
Elizabeth F. Frank		528,086		555,880	(5)%
Stephen A Colanero		508,250		535,000	(5)%


Opportunity

			Target							Actual

		2020 Base	(as % of base		Target	Allocation		Achievement		2020 Earned
						��
Executive		Salary	salary)		($)	Company	Individual	Company	Individual	AIP

Adam M. Aron	$	1,250,000	200%	$	2,500,000	100%	—%	—%	—%	$—
Sean D. Goodman		675,000	70%		472,500	100%	—%	—%	—%	—
Craig R. Ramsey		750,000	N/A		N/A	N/A	N/A	N/A	N/A	—
John D. McDonald		555,880	70%		389,100	80%	20%	—%	—%	—
Elizabeth F. Frank		555,880	65%		361,300	80%	20%	—%	—%	—
Stephen A. Colanero		535,000	65%		347,750	80%	20%	—%	—%	—


Executive		Initial Bonus		Additional Bonus		Total Bonus

Adam M. Aron	$	1,250,000	$	3,750,000	$	5,000,000
Sean D. Goodman		253,750		507,500		761,250
Craig R. Ramsey		—		—		—
John D. McDonald		194,550		194,550		389,100
Elizabeth F. Frank		180,650		180,650		361,300
Stephen A. Colanero		173,875		173,875		347,750


Executive		Annual Grants		One-Time SPSU Grants		Grant Modifications		Total Stock Awards Reported

Adam M. Aron	$	5,558,880	$	5,172,500	$	4,067,608	$	14,798,988
Sean D. Goodman		1,135,439		1,034,500		691,211		2,861,150
Craig R. Ramsey		—		—		—		—
John D. McDonald		691,229		724,150		566,552		1,981,932
Elizabeth F. Frank		693,871		724,150		566,703		1,984,724
Stephen A. Colanero		697,089		724,150		566,888		1,988,126


Executive	2020 RSUs	2020 PSUs	Total

Adam M. Aron	444,000	444,000	888,000
Sean D. Goodman	90,690	90,690	181,380
Craig R. Ramsey	—	—	—
John D. McDonald	55,210	55,210	110,420
Elizabeth F. Frank	55,421	55,421	110,842
Stephen A. Colanero	55,678	55,678	111,356


			Performance Goals

Metric	Weighting		Threshold			Target			Maximum

Adjusted EBITDA(1)	60%	$	2,006,400,000		$	2,508,000,000		$	3,009,600,000
FCF(1)	40%		397,920,000			497,400,000			596,880,000
	Potential Payout		50	%		100	%		200	%


Tranche Year		Adjusted EBITDA Target	Certified Attainment	Eligible Vesting Level

2020	$	722,200,000	N/A	90%
2021		TBD	TBD	TBD
2022		TBD	TBD	TBD


Tranche Year		FCF Target	Certified Attainment	Eligible Vesting Level

2020	$	61,600,000	N/A	90%
2021		TBD	TBD	TBD
2022		TBD	TBD	TBD


	2020 SPSUs

Executive	Vested 10/30/20	Eligible to Vest 10/30/21

Adam M. Aron	1,000,000	500,000
Sean D. Goodman	200,000	100,000
Craig R. Ramsey	—	—
John D. McDonald	140,000	70,000
Elizabeth F. Frank	140,000	70,000
Stephen A. Colanero	140,000	70,000


Tranche Year		Diluted EPS Target		Certified Attainment	Eligible Vesting Level

2019	$	(0.48	)	$(1.02)	0%
2020		0.43		N/A	90%
2021		TBD		TBD	TBD


Name and Principal Position	Year		Salary		Bonus(1)		Stock Awards(2)		Non-Equity Incentive Plan Compensation(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)(5)		All Other Compensation(6)		Total

Adam M. Aron	2020	$	1,106,491	$	5,000,000	$	14,798,988	$	—	$	—	$	21,306	$	20,926,785
Chief Executive Officer,	2019		1,250,000		—		6,480,451		1,925,000		—		16,348		9,671,799
President and Director	2018		1,100,000		—		5,472,054		2,882,000		—		16,148		9,470,202
Sean D. Goodman(7)	2020		622,981		761,250		2,861,150		—		—		3,225		4,248,606
Executive Vice President
and Chief Financial Officer
Craig R. Ramsey(7)	2020		219,231		—		—		—		63,472		94,500		377,203
Former Executive Vice	2019		750,000				1,296,096		404,250		153,728		20,359		2,624,433
President and Chief	2018		650,000		—		1,243,643		596,050		—		20,159		2,509,852
Financial Officer
John D. McDonald	2020		492,061		389,100		1,981,932		—		531,035		15,408		3,409,536
Executive Vice President	2019		555,880		—		855,420		317,501		539,283		15,041		2,283,125
U.S. Operations	2018		534,500		—		820,811		466,933		—		14,841		1,837,085
Elizabeth F. Frank	2020		492,061		361,300		1,984,724		—		238,992		12,797		3,089,874
Executive Vice President,	2019		555,880		—		855,420		294,819		151,856		12,539		1,870,514
Worldwide Programming	2018		534,500		—		820,811		440,565		—		11,873		1,807,749
and Chief Content Officer
Stephen A. Colanero(8)	2020		473,578		347,750		1,988,126		—		—		12,739		2,822,193
Executive Vice President,	2019		535,000		—		855,420		290,719		—		12,445		1,693,584
Chief Marketing Officer


		Probable		Maximum

Adam M. Aron
EIP—2020 PSU	$	2,779,440	$	5,558,880
Sean D. Goodman
EIP—2020 PSU		567,719		1,135,439
Craig R. Ramsey
EIP—2020 PSU		—		—
John D. McDonald
EIP—2020 PSU		345,615		691,229
Elizabeth F. Frank
EIP—2020 PSU		346,935		693,871
Stephen A. Colanero
EIP—2020 PSU		348,544		697,089


			Defined Benefit Plan			Supplemental Executive Retirement Plan

Craig R. Ramsey	2020	$	12,338		$	8,227
	2019		41,609			21,574
	2018		(29,844	)		(15,474	)
John D. McDonald	2020		102,986			53,398
	2019		126,612			65,647
	2018		(44,828	)		(23,243	)


		Company Matching Contributions to 401(k) Plan		Life Insurance Premiums		Retirement Benefit		Total

Adam M. Aron	$	11,400	$	9,906	$	—	$	21,306
Sean D. Goodman		—		3,225		—		3,225
Craig R. Ramsey		5,095		1,905		87,500		94,500
John D. McDonald		11,400		4,008		—		15,408
Elizabeth F. Frank		11,400		1,397		—		12,797
Stephen A. Colanero		11,400		1,339		—		12,739


			Stock Awards

						Equity Incentive Plan Awards:

Name	Grant Date	Award Type	Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Number of Unearned Shares or Units or Other Rights That Have Not Vested (#)(1)		Market or Payout Value Of Shares, Units or Other Rights That Have Not Vested ($)(2)

Adam M. Aron
EIP—2019 RSU(3)	3/6/19	RSU	71,387	$	151,340	—	$	—
EIP—2019 PSU(4)	10/30/20	PSU	34,231		72,570	—		—
EIP—2019 PSU(5)	10/30/20	PSU	44,974		95,345	—		—
EIP—2019 PSU(6)	10/30/20	PSU	19,275		40,863	—		—
EIP—2020 RSU(7)	2/28/20	RSU	296,001		627,522	—		—
EIP—2020 PSU(8)	10/30/20	PSU	79,920		169,430	—		—
EIP—2020 PSU(9)	10/30/20	PSU	53,280		112,954	—		—
EIP—2020 SPSU(10)	10/30/20	PSU	—		—	250,000		530,000
EIP—2020 SPSU(11)	10/30/20	PSU	—		—	250,000		530,000
Sean D. Goodman
EIP—2019 RSU(12)	12/2/19	RSU	66,667		141,334
EIP—2020 RSU(7)	2/28/20	RSU	60,461		128,177	—		—
EIP—2020 PSU(8)	10/30/20	PSU	16,325		34,609	—		—
EIP—2020 PSU(9)	10/30/20	PSU	10,883		23,072	—		—
EIP—2020 SPSU(10)	10/30/20	PSU	—		—	50,000		106,000
EIP—2020 SPSU(11)	10/30/20	PSU	—		—	50,000		106,000
Craig R. Ramsey(13)

John D. McDonald
EIP—2019 RSU(3)	3/6/19	RSU	9,423		19,977	—		—
EIP—2019 PSU(4)	10/30/20	PSU	4,519		9,580	—		—
EIP—2019 PSU(5)	10/30/20	PSU	5,937		12,586	—		—
EIP—2019 PSU(6)	10/30/20	PSU	2,545		5,395	—		—
EIP—2020 RSU(7)	2/28/20	RSU	36,807		78,031	—		—
EIP—2020 PSU(8)	10/30/20	PSU	9,938		21,069	—		—
EIP—2020 PSU(9)	10/30/20	PSU	6,625		14,045	—		—
EIP—2020 SPSU(10)	10/30/20	PSU	—		—	35,000		74,200
EIP—2020 SPSU(11)	10/30/20	PSU	—		—	35,000		74,200
Elizabeth F. Frank
EIP—2019 RSU(3)	3/6/19	RSU	9,423		19,977	—		—
EIP—2019 PSU(4)	10/30/20	PSU	4,519		9,580	—		—
EIP—2019 PSU(5)	10/30/20	PSU	5,937		12,586	—		—
EIP—2019 PSU(6)	10/30/20	PSU	2,545		5,395	—		—
EIP—2020 RSU(7)	2/28/20	RSU	36,948		78,330	—		—
EIP—2020 PSU(8)	10/30/20	PSU	9,976		21,149	—		—
EIP—2020 PSU(9)	10/30/20	PSU	6,651		14,100	—		—
EIP—2020 SPSU(10)	10/30/20	PSU	—		—	35,000		74,200
EIP—2020 SPSU(11)	10/30/20	PSU	—		—	35,000		74,200
Stephen A. Colanero
EIP—2019 RSU(3)	3/6/19	RSU	9,423		19,977	—		—
EIP—2019 PSU(4)	10/30/20	PSU	4,519		9,580	—		—
EIP—2019 PSU(5)	10/30/20	PSU	5,937		12,586	—		—
EIP—2019 PSU(6)	10/30/20	PSU	2,545		5,395	—		—
EIP—2020 RSU(7)	2/28/20	RSU	37,119		78,692	—		—
EIP—2020 PSU(8)	10/30/20	PSU	10,023		21,249	—		—
EIP—2020 PSU(9)	10/30/20	PSU	6,682		14,166	—		—
EIP—2020 SPSU(10)	10/30/20	PSU	—		—	35,000		74,200
EIP—2020 SPSU(11)	10/30/20	PSU	—		—	35,000		74,200


Name	Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)

Adam M. Aron
EIP—RSU(2)	129,661	$	967,271
EIP—RSU(3)	29,705		217,144
EIP—PSU(4)	1,000,000		2,360,000
EIP—RSU & PSU(5)	441,159		1,054,370
Sean D. Goodman
EIP—PSU(4)	200,000		472,000
EIP—RSU(6)	133,333		575,999
EIP—RSU & PSU(5)	30,229		72,247
Craig R. Ramsey
EIP—RSU(2)	27,521		205,307
John D. McDonald
EIP—RSU(2)	18,164		135,503
EIP—RSU(3)	4,456		32,573
EIP—PSU(4)	140,000		330,400
EIP—RSU & PSU(5)	61,094		146,015
Elizabeth F. Frank
EIP—RSU(2)	18,164		135,503
EIP—RSU(3)	4,456		32,573
EIP—PSU(4)	140,000		330,400
EIP—RSU & PSU(5)	61,164		146,182
Stephen A. Colanero
EIP—RSU(2)	22,620		168,745
EIP—PSU(4)	140,000		330,400
EIP—RSU & PSU(5)	61,250		146,388


Name	Plan Name	Number of Years Credited Service(#)(1)		Present Value of Accumulated Benefit($)(2)

Adam M. Aron	—	—	$	—
Sean D. Goodman	—	—		—
Craig R. Ramsey(3)	Defined Benefit Retirement Income Plan	12.00		—
	Supplemental Executive Retirement Plan	12.00		152,802
John D. McDonald	Defined Benefit Retirement Income Plan	31.05		932,737
	Supplemental Executive Retirement Plan	31.05		483,617
Elizabeth F. Frank	—	—		—
Stephen A. Colanero	—	—		—


Name		Executive Contributions in last FY(1)		Aggregate Earnings in Last FY		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last FYE

Adam M. Aron
NQDC(2)	$	—	$	—	$	—	$	—
Sean D. Goodman
NQDC(2)		—		—		—		—
Craig R. Ramsey
NQDC(2)		5,308		63,742		805,681		—
John D. McDonald
NQDC(2)		63,500		454,811		—		2,520,743
Elizabeth F. Frank
NQDC(2)		—		301,025		—		1,776,605
Stephen A. Colanero
NQDC(2)		—		—		—		—


		Termination Following a Change of Control		Death or Disability		Termination with Good Reason by Employee		Termination Without Cause by Company		Retirement

Adam M. Aron
Base Salary	$	1,875,000	$	—	$	1,875,000	$	1,875,000	$	—
AIP		3,605,250		—		3,605,250		3,605,250		—
Unvested Equity Awards		6,000,000		—		6,000,000		6,000,000		—

Total		11,480,250		—		11,480,250		11,480,250		—



Sean D. Goodman
Base Salary		675,000		—		675,000		675,000		—
AIP		—		—		—		—		—
Unvested Equity Awards		673,774		—		—		—		—

Total		1,348,774		—		675,000		675,000		—



Craig R. Ramsey
Base Salary		—		—		—		—		—
AIP		—		—		—		—		87,500
Unvested Equity Awards		—		—		—		—		—

Total		—		—		—		—		87,500



John D. McDonald
Base Salary		1,111,760		1,111,760		—		1,111,760		—
AIP		—		—		—		—		389,116
Unvested Equity Awards		423,383		—		—		—		—

Total		1,535,143		1,111,760		—		1,111,760		389,116



Elizabeth Frank
Base Salary		1,111,760		—		1,111,760		1,111,760		—
AIP		—		—		—		—		—
Unvested Equity Awards		424,129		—		—		—		—

Total		1,535,889		—		1,111,760		1,111,760		—



Stephen A. Colanero
Base Salary		1,070,000		—		1,070,000		1,070,000		—
AIP		—		—		—		—		—
Unvested Equity Awards		425,037		—		—		—		—

Total		1,495,037		—		1,070,000		1,070,000		—

AMC ENTERTAINMENT HOLDINGS, INC.

Kevin M. Connor

Senior Vice President, General Counsel & Secretary