AMC ENTERTAINMENT HOLDINGS, INC. 10-Q

Item 5. Other Information Compensatory Arrangements of Certain Officers On November 3, 2021, the Board of Directors (the “Board”) of AMC Entertainment Holdings, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board of Directors (the “Committee”) and in consultation with the Company’s independent compensation consultant, approved modifications to certain equity awards under its 2013 Employee Incentive Plan (“EIP”) granted to named executive officers (“NEOs”) and other senior officers as described below. 2020 Performance Stock Units (“PSUs”) The 2020 PSUs were awarded to the following NEOs: Mr. Adam Aron, Mr. Sean Goodman, Mr. John McDonald, Ms. Elizabeth Frank, and Mr. Stephen Colanero. The PSUs are divided into three equal tranches with each tranche allocated to a fiscal year during the three-year period covered by the grant (each a “Tranche Year”). Each tranche is eligible to vest based upon attainment of certain financial performance goals during its applicable Tranche Year, as described in the Company’s definitive proxy statement on Schedule 14A in connection with its 2021 Annual Meeting of Stockholders, filed on June 16, 2021. Further, all tranches were subject to a service requirement through the end of the final Tranche Year covered by the grant. On November 3, 2021, the Board modified the 2020 PSUs to provide that the service period applicable to each tranche shall end on the last day of the applicable Tranche Year and that such tranche shall vest upon certification of performance for the applicable Tranche Year by the Committee. The tranche allocated to the 2020 Tranche Year, for which performance has already been certified, will vest on January 3, 2022. The modification did not change the performance goals applicable to the 2020 PSUs and will not result in additional stock compensation expense. However certain stock compensation expense that would not have been recognized until 2022 will be accelerated into the fourth quarter of 2021. The amount of accelerated expense cannot be fully determined at this time. 2021 PSUs The 2021 PSUs were awarded to the following NEOs: Mr. Adam Aron, Mr. Sean Goodman, Mr. John McDonald, Ms. Elizabeth Frank, and Mr. Stephen Colanero in March of 2021 and were structured similarly to the 2020 PSUs. On November 3, 2021, the Board modified the 2021 PSUs to provide that the service period applicable to each tranche shall end on the last day of the applicable Tranche Year and that such tranche shall vest upon certification of performance for the applicable Tranche Year by the Committee. The modification did not change the performance goals applicable to the 2021 PSUs and will not result in additional stock compensation expense. However, certain stock compensation expense that would not have been recognized until 2022 and 2023 will be accelerated into the fourth quarter of 2021. The amount of accelerated expense cannot be fully determined at this time. ​ 75 Table of Contents Item 6. Exhibits. EXHIBIT INDEX ​ EXHIBIT NUMBER ​ DESCRIPTION 3.1(a) ​ Third Amended and Restated Bylaws of AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on November 22, 2013, as amended). ​ ​ ​ 3.1(b) ​ Amendment to the Third Amended and Restated Bylaws of AMC Entertainment Holdings, Inc., effective as of July 29, 2020 (incorporated by reference from Exhibit 3.2 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on July 31, 2020). ​ ​ ​ 3.1(c) ​ Second Amendment to the Third Amended and Restated Bylaws of AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 3.2 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on January 25, 2021). ​ ​ ​ 3.1(d) ​ Third Amendment to the Third Amended and Restated Bylaws of AMC Entertainment Holdings, Inc. effective as of May 4, 2021 (incorporated by reference from Exhibit 3.1(d) to AMC’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on May 6, 2021). ​ ​ ​ *31.1 ​ Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002. ​ ​ ​ *31.2 ​ Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002. ​ ​ ​ *32.1 ​ Section 906 Certifications of Adam M. Aron (Chief Executive Officer) and Sean D. Goodman (Chief Financial Officer) furnished in accordance with Securities Act Release 33-8212. ​ ​ ​ **101.INS ​ Inline XBRL Instance Document ​ ​ ​ **101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ ​ ​ **101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ ​ **101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ ​ ​ **101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ ​ ​ **101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ ​ ​ **104 ​ Cover Page Interactive Data File (formatted as inline XBRL and contained as Exhibit 101) * Filed herewith. ** Submitted electronically with this Report. ​ 76 Table of Contents SIGNATURES ​ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ ​ ​ AMC ENTERTAINMENT HOLDINGS, INC. ​ ​ ​ ​ Date: November 8, 2021 /s/ A dam M. A ron ​ Adam M. Aron ​ Chairman of the Board, Chief Executive Officer, and President ​ ​ ​ ​ Date: November 8, 2021 /s/ S ean D. G oodman ​ Sean D. Goodman ​ Executive Vice President and Chief Financial Officer ​ ​ ​ ​ ​ 77