What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-28 compared with 2022-03-01 · 69 added, 31 removed, 233 unchanged (30% of the section changed)

9 unchanged sentences

The Company has not experienced any material impact to its internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the COVID-19 pandemic.

Most of the Company’s employees worked remotely during the period in which we prepared these financial statements due to the impact of COVID-19.

The Company enhanced its oversight and monitoring during the close and reporting process and assessed frequency of controls to align with decreased or no volume of transactions occurring during the suspension of theatre operations.

Other than enhancing Company’s oversight and monitoring processes, the Company did not alter or compromise its disclosure controls and procedures.

The Company is continually monitoring and assessing the need to modify or enhance its disclosure controls to ensure disclosure controls and procedures continue to be effective.

There were no changes in its internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the quarter ended December 31, 2022, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information .

Compensatory Arrangements of Certain Officers

In order to recognize the ongoing extraordinary efforts of the Company’s management team as the theatrical exhibition industry continues to lag its pre-pandemic performance, encourage continued engagement, and incentivize executives during continued difficult business conditions, on February 23, 2023, the Compensation Committee of the Company’s Board of Directors (the “Committee”), in consultation with the Company’s independent compensation consultant, approved immediately vested awards of the Company’s Common Stock and AMC Preferred Equity Units under the 2013 Equity Incentive Plan (“EIP”), to certain officers, including the named executive officers (“NEOs”) as described below:

AMC Preferred Equity Units

Elizabeth Frank

As described in the Company’s definitive proxy statement on Schedule 14A in connection with its 2022 Annual Meeting of Stockholders, filed on April 29, 2022, each year the Committee approves annual grants under the EIP, half of which are designated as performance stock units (“PSUs”).

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”).

is eligible to vest based upon attainment of certain financial performance goals during its applicable Tranche Year.

The performance goals are established at the beginning of the applicable Tranche Year based upon the Company’s financial plan, which in turn is highly dependent upon forecasts of overall industry box office.

For the 2022 Tranche Year, primarily due to changes to studio movie release schedules which is outside the control of the Company, industry box office was significantly lower than the forecasts upon which the performance goals were predicated.

As a result, PSUs allocated to the 2022 Tranche Year with Adjusted EBITDA performance goals vested at 0% and those with Free Cash Flow performance goals vested at only 79%.

The awards reflected in the table were calculated based upon the difference between the vesting level of the PSUs allocated to the 2022 Tranche Year and the maximum vesting level of such PSUs, which the Committee believes would have been achieved had the performance goals been set based upon the ultimate industry box office level.

Given the management team’s continued focus on maximizing results despite industry factors outside its control, the Committee felt that the awards were justified and consistent with the goals of the Company’s executive compensation programs, namely to attract, retain, motivate and reward talented executives.

As a result of the awards to the NEOs and other officers, in the first quarter of 2023 the Company estimates it will issue approximately 1.3 million shares of Common Stock and 1.3 million AMC Preferred Equity Units each net of tax withholding, incur approximately $20.2 of stock compensation expense, and make estimated cash payments of approximately $9.1 million to cover tax withholding.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

2 unchanged sentences

For information with respect to the executive officers of the Company, see “Information about our Executive Officers” included as a separate item at the end of Part I, Item 1 of this Report.

All other information called for by this item is hereby incorporated herein by reference to the relevant information under the headings “Proposal 2 - Election of Directors”, “Delinquent Section 16(A) Reports”, and “Corporate Governance” in our definitive proxy statement on Schedule 14A in connection with our 2022 Annual Meeting of Stockholders, to be filed within 120 days after December 31, 2021 (the “Proxy Statement”).

All other information called for by this item is hereby incorporated herein by reference to the relevant information under the headings “Proposal 2 - Election of Directors”, “Delinquent Section 16(A) Reports”, and “Corporate Governance” in our definitive proxy statement on Schedule 14A in connection with our 2023 Annual Meeting of Stockholders, to be filed within 120 days after December 31, 2022 (the “Annual Meeting Proxy Statement”).

Executive Compensation.

6 unchanged sentences

The information called for by this item is set forth under the headings “Principal Accountant Fees and Services” and “Audit Committee Pre-Approval Policy” in the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days after December 31, 2022 and is incorporated herein by reference.

Exhibits, Financial Statement Schedules .

Exhibits and Financial Statement Schedules .

(a)(1) The following financial statements are included in Part II, Item 8.

Reports of Independent Registered Public Accounting Firm (PCAOB ID 42 and 185 )

Reports of Independent Registered Public Accounting Firm (PCAOB ID 42 )

Consolidated Statements of Operations—Years ended December 31, 2022, December 31, 2021, and December 31, 2020

6 unchanged sentences

The Company has attached or incorporated by reference herein certain exhibits as specified below.

Equity Distribution Agreement, dated as of September 26, 2022 by and between AMC Entertainment Holdings, Inc.

and Citigroup Global Markets Inc.

(incorporated by reference from Exhibit 1.1.

to AMC’s Current Report on Form 8-K (File No.

1-33892) filed on September 26, 2022).

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

21 unchanged sentences

1-33892) filed on May 6, 2021).

Certificate of Designations for the Series A Convertible Participating Preferred Stock (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

1-33892) filed on August 4, 2022).

Deposit Agreement among AMC Entertainment Holdings, Inc., Computershare Inc.

and Computer Share Trust Company, N.A., dated as of August 4, 2022 (Previously filed as an exhibit to our Current Report on Form 8-K filed on August 4, 2022).

Form of Depository Receipt (incorporated by reference from Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-33892) filed on November 8, 2022).

Credit Agreement, dated April 30, 2013, by and among AMC Entertainment Inc., the lenders and the issuers party thereto, Citicorp North America, Inc., as agent, and the other agents and arrangers party thereto (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No.

30 unchanged sentences

1-33892) filed on December 21, 2021).

Twelfth Amendment to Credit Agreement, dated as of January 25, 2023, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No.

1-33892) filed on January 25, 2023).

Indenture, dated as of June 5, 2015, respecting AMC Entertainment Inc.’s 5.75% Senior Subordinated Notes due 2025, among AMC Entertainment Inc., the Guarantors named therein and U.S.

33 unchanged sentences

1-33892) filed on February 14, 2022).

Indenture, dated as of October 20, 2022, among Odeon Finco PLC, the guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee and security agent (including the form of the 12.75% Senior Secured Note due 2027) (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-33892 filed on October 20, 2022).

Guarantee Agreement, dated as of October 20, 2022, among AMC Entertainment Holdings, Inc.

Bank Trust Company, National Association (incorporated by reference from Exhibit 4.2 to AMC’s Current Report on Form 8-K (File No.

1-33892) filed on October, 20, 2022).

Defined Benefit Retirement Income Plan for Certain Employees of American Multi-Cinema, Inc., as Amended and Restated, effective December 31, 2006, and as Frozen, effective December 31, 2006 (incorporated by reference from Exhibit 10.15(a) to AMC’s Annual Report on Form 10-K (File No.

15 unchanged sentences

1-8747) filed on June 18, 2007).

Employment Agreement, dated as of November 24, 2009, by and between Stephen A.

Colanero and AMC Entertainment Inc.

(incorporated by reference from Exhibit 10.48 to AMC’s Annual Report on Form 10-K (File No.

1-8747) filed on June 3, 2011).

First Amendment dated October 13, 2017, to the Employment Agreement between AMC Entertainment Holdings, Inc.

as successor in interest to AMC Entertainment, Inc.

and Stephen Colanero and amends the Employment Agreement between Company and Executive which commenced November 24, 2009 (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.

1-33892) filed on November 9, 2017).

Employment Agreement, dated as of August 18, 2010, by and between Elizabeth Frank and AMC Entertainment Inc.

23 unchanged sentences

1-33892) filed on November 4, 2020).

Fourth Amendment to the AMC Entertainment Holdings, Inc.

2013 Equity Incentive Plan, effective as of August 15, 2022 (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No.

1-33892) filed on August 4, 2022).

Form of Stock Award Agreement (incorporated by reference from Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No.

35 unchanged sentences

AMC Entertainment Holdings, Inc.

Annual Incentive Compensation Program Continuing Structure, as amended and restated by the Compensation Committee February 16, 2022.

Annual Incentive Compensation Program Continuing Structure, as amended and restated by the Compensation Committee February 16, 2022 (incorporated by reference from Exhibit 10.15 to AMC’s Annual Report on Form 10-K (File No.

1-33892) filed on March 1, 2022).

Employment Agreement, dated as of December 20, 2016, by and between Daniel E.

Ellis and AMC Entertainment Holdings, Inc.

(incorporated by reference from Exhibit 10.1 to AMC’s Quarterly Report on Form 10-Q (File No.

1-33892) filed on May 9, 2022).

Employment Agreement, dated as of March 7, 2022, by and between Eliot Hamlisch and AMC Entertainment Holdings, Inc.

(incorporated by reference from Exhibit 10.2 to AMC’s Quarterly Report on Form 10-Q (File No.

1-33892) filed on May 9, 2022).

AMC Entertainment Holding’s, Inc.

Non-Employee Director Compensation Plan – Amended and Restated October 27, 2022, Effective January 1, 2023 (incorporated by reference from Exhibit 10.3 to AMC’s Quarterly Report on Form 10-Q (File No.

1-33892) filed on November 8, 2022).

Forward Purchase Agreement, dated as of December 22, 2022, by and between AMC Entertainment Holdings, Inc.

and Antara Capital LP (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No.

1-33892) filed on December 22, 2022).

Subsidiaries of AMC Entertainment Holdings, Inc.

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.

17 unchanged sentences

Senior Vice President and Chief Accounting Officer

March 1, 2022

February 28, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

(principal executive officer)

March 1, 2022

February 28, 2023

/s/ ANTHONY J.

March 1, 2022

February 28, 2023

/s/ DENISE CLARK

February 28, 2023

/s/ KATHLEEN M.

March 1, 2022

February 28, 2023

/s/ HOWARD KOCH, JR.

Howard Koch, Jr.

March 1, 2022

February 28, 2023

/s/ PHILIP LADER

March 1, 2022

Executive Vice President, Chief Financial

Officer and Treasurer (principal financial officer)

March 1, 2022

February 28, 2023

February 28 2023

/s/ KERI PUTNAM

February 28, 2023

Executive Vice President, International Operations

Chief Financial Officer and Treasurer (principal financial officer)

February 28, 2023

Senior Vice President and Chief Accounting

Officer (principal accounting officer)

March 1, 2022

February 28, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures