Other Information
+Added: Compensatory Arrangements of Certain Officers
+Added: On May 3, 2023, the Compensation Committee of AMC’s Board of Directors, pursuant to its authority under the AMC Entertainment Holdings, Inc.
+Added: 2013 Equity Incentive Plan (the “EIP”) and in consultation with the Company’s independent compensation consultant, adopted a Change in Control Policy (the “Policy”) applicable to awards granted under the EIP.
+Added: Adoption of the Policy impacts the rights of named executive officers (“NEOs”) and other senior officers under outstanding and future EIP awards.
+Added: Pursuant to the Policy, upon a Change in Control (as defined in the Policy), the vesting of all outstanding equity awards will be accelerated to occur immediately prior to the effectiveness of such Change in Control event.
+Added: For the purpose of such accelerated vesting upon a Chang in Control, outstanding awards subject to performance-based conditions will be deemed to have attained the applicable performance goals at the higher of (a) target, or (b) actual attainment at the time of the triggering event.
+Added: For purposes of the Policy, a Change in Control is defined as:
+Added: (a) A person or coordinated group acquires more than 35% (by voting power) of the outstanding securities of
+Added: (b) The election of the lesser of (i) three directors or (ii) 35% of the board of directors, in either case, who (x) are not nominees approved by a majority of the incumbent board or (y) are elected in connection with a proxy contest on behalf of a third-party;
+Added: (c) A business combination transaction unless (i) the Company’s stockholders own more than 50% of the voting power in the surviving entity, (ii) no third-party acquires more than 35% (by voting power) in the surviving entity, and (iii) at least 65% of the governing body of the surviving entity consists of directors of the Company.
+Added: The Compensation Committee adopted the Policy in connection with a review of the overall severance benefits provided to executives under its compensation programs in the event of a Change in Control and determined that adoption of the Policy would minimize the risk of turnover in key positions during the pendency of a Change in Control transaction or in response to rumors of possible Change in Control events.
+Added: No elements of executive compensation are impacted by the Policy other than awards under the EIP.
EXHIBIT INDEX
−Removed: Certificate of Designations for the Series A Convertible Participating Preferred Stock (Previously filed as an exhibit to our Current Report on Form 8-K filed on August 4, 2022).
−Removed: Deposit Agreement among AMC Entertainment Holdings, Inc., Computershare Inc.
−Removed: and Computershare 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).
−Removed: Form of Depositary Receipt (included as part of Exhibit 4.1).
−Removed: Indenture, dated as of October 20, 2022, among Odeon Finco PLC, the guarantors named therein and U.S.
−Removed: Bank Trust Company, National Association, as trustee and security agent (including the form of the 12.75% Senior Secured Note due 2027) (Previously filed as a exhibit to our Current Report on Form 8-K filed on October 20, 2022).
−Removed: Guarantee Agreement, dated as of October 20, 2022, among AMC Entertainment Holdings, Inc.
−Removed: Bank Trust Company, National Association (Previously filed as an exhibit to our Current Report on Form 8-K filed on October 20, 2022).
−Removed: Fourth Amendment to the AMC Entertainment Holdings, Inc.
−Removed: 2013 Equity Incentive Plan, effective as of August 15, 2022 (Previously filed as an exhibit to our Current Report on Form 8-K filed on August 4, 2022).
−Removed: Equity Distribution Agreement (Previously filed as an exhibit to our Current Report on Form 8-K filed on September 26, 2022).
−Removed: AMC Entertainment Holdings, Inc.
−Removed: Non-Employee Director Compensation Plan – Amended and Restated October 27, 2022
+Added: 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.
+Added: 1-33892) filed on January 25, 2023).
+Added: 2013 Equity Incentive Plan Change in Control Policy
+Added: Forward Purchase Agreement, dated as of December 22, 2022, by and between AMC Entertainment Holdings, Inc.
+Added: and Antara Capital LP (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No.
+Added: 1-33892) filed on December 22, 2022).
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.
14 unchanged sentences
AMC ENTERTAINMENT HOLDINGS, INC.
−Removed: November 8, 2022
Chairman of the Board, Chief Executive Officer and President
−Removed: November 8, 2022
Executive Vice President, International Operations, Chief Financial Officer and Treasurer
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.