Other Information
−Removed: Non-Qualified Deferred Compensation Plan Termination
−Removed: On May 3, 2021, the Compensation Committee of the Board of Directors of the Company approved the termination and liquidation of the American Multi-Cinema, Inc.
−Removed: Non-Qualified Deferred Compensation Plan ("NQDC"), a non-qualified defined contribution plan benefiting a group of Company’s highly compensated employees .
−Removed: In connection with this action and to document the termination, the Compensation Committee approved an amendment to the NQDC (the NQDC Amendment”), which has been filed as an exhibit to this Form 10-Q.
−Removed: Additional information regarding the NQDC, including the named executive officers with account balances under the NQDC, can be found in the Company’s Proxy Statement on Schedule 14A for its 2021 annual meeting of stockholders filed with the Securities and Exchange Commission on March 19, 2021 (the “Proxy Statement”).
−Removed: In compliance with Section 409A of the Internal Revenue Code and Treasury regulations issued thereunder, (i) no further contributions shall be made to the NQDC after May 3, 2021, (ii) payments in liquidation of the NQDC are being made 12 months after termination, and (iii) participants shall receive distributions in the ordinary course of business prior to the liquidation date as prescribed by the NQDC.
−Removed: The aggregate balance of the NQDC was approximately $11.8 million as of March 31, 2021.
−Removed: Distributions from the NQDC will be made in cash from the investment balances included in the NQDC.
−Removed: See the Proxy Statement for information about the individual account balances for the named executive officers as of December 31, 2020.
−Removed: The account balances in the NQDC have accumulated as a result of prior compensation earned by the participants and contributions reflect participant elective compensation deferrals.
−Removed: Annual Meeting Postponement
−Removed: On May 4, 2021, the Board of Directors of the Company postponed the Annual Meeting of Stockholders from May 4, 2021, to July 29, 2021.
−Removed: The Board of Directors also set a new record date of June 2, 2021, for stockholders entitled to attend and vote at the rescheduled meeting.
−Removed: The postponement was approved to provide additional time for the Company’s current stockholders vote and for the Company to solicit proxies in connection with certain proposals.
−Removed: The Company filed a definitive proxy statement with the SEC on March 19, 2021, and will be filing a revised proxy statement with the SEC after the new record date.
−Removed: The postponement will provide stockholders additional time to review and consider such information prior to the Annual Meeting.
−Removed: Because a new record date has been established, stockholders will receive a new notice for the Annual Meeting and will need to resubmit their votes, even if they have previously voted.
−Removed: The Company previously announced that any stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, in order to be included in the proxy materials for the Annual Meeting, must be received at the Company’s principal executive offices no later than December 31, 2020.
−Removed: No such stockholder proposals were received by that deadline.
−Removed: Stockholders wishing to submit proposals for the rescheduled meeting outside the process of Rule 14a-8 or nominate individuals to the Board of Directors must comply with the advance notice and other provisions of the Company’s Bylaws and, to be timely, a notice from the stockholder must be delivered to the Corporate Secretary at the Company’s principal offices no later than 5:00 pm Central Time at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211, no earlier than May 30, 2021 or later than June 29 , 2021.
−Removed: Amendment to Bylaws
−Removed: On May 4, 2021, the Board of Directors of the Company approved an amendment to Article II, Section 6 of the Company’s Bylaws to reduce the number of shares present at meeting of stockholders necessary to constitute a quorum to conduct business from a majority of issued and outstanding shares to one-third (1/3) of issued and outstanding shares.
−Removed: The amendment to the Bylaws has been filed as an exhibit to this Form 10-Q.
EXHIBIT INDEX
8 unchanged sentences
Third Amendment to the Third Amended and Restated Bylaws of AMC Entertainment Holdings, Inc.
−Removed: effective as of May 4, 2021.
−Removed: Term Loan Facility Agreement, dated as of February 15, 2021, by and among Odeon Cinemas Group Limited, the subsidiaries of Odeon Cinemas Group Limited party thereto, the lenders and other loan parties thereto and Lucid Agency Services Limited, as agent and security agent (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No.
−Removed: 1-33892) filed on February 17, 2021).
−Removed: Form of 15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026 (incorporated by reference from Exhibit 4.2 (and is included in Exhibit 4.1) to AMC’s Current Report on Form 8-K (File No.
−Removed: 1-33892) filed on January 19, 2021).
−Removed: Ninth Amendment, dated as of March 8, 2021, by and among AMC Entertainment Holdings, Inc., the lenders from time to time 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.
−Removed: 1-33892) filed on March 9, 2021).
−Removed: Tenth Amendment, dated as of March 8, 2021, by and among AMC Entertainment Holdings, Inc.
−Removed: and the lenders from time to time party thereto (incorporated by reference from Exhibit 10.2 to AMC’s Current Report on Form 8-K (File No.
−Removed: 1-33892) filed on March 9, 2021).
−Removed: Certificate of Retirement of 51,769,784 Shares of Class B Common Stock of AMC Entertainment Holdings, Inc., dated as of February 24, 2021 (incorporated by reference from Exhibit 4.32 to AMC’s Annual Report on Form 10-K (File No.
−Removed: 1-33892) filed on March 12, 2021).
−Removed: Equity Distribution Agreement, dated as of December 11, 2020, by and between AMC Entertainment Holdings, Inc., Goldman Sachs & Co.
+Added: 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.
+Added: 1-33892) filed on May 6, 2021).
+Added: Equity Distribution Agreement, dated as of April 27, 2021, by and between AMC Entertainment Holdings, Inc., and Goldman Sachs & Co.
Riley Securities, Inc.
+Added: and Citigroup Global Markets Inc.
(incorporated by reference from Exhibit 1.1 to AMC’s Current Report on Form 8-K (File No.
−Removed: 1-33892) filed on December 11, 2020).
−Removed: Equity Distribution Agreement, dated as of January 25, 2021, by and between AMC Entertainment Holdings, Inc., Goldman Sachs & Co.
+Added: 1-33892) filed on April 27, 2021).
+Added: Equity Distribution Agreement, dated as of June 3, 2021, by and between AMC Entertainment Holdings, Inc.
Riley Securities, Inc.
+Added: and Citigroup Global Markets Inc.
(incorporated by reference from Exhibit 1.1 to AMC’s Current Report on Form 8-K (File No.
−Removed: 1-33892) filed on January 25, 2021).
−Removed: Amendment executed March 19, 2021, to the Employment Agreement between AMC Entertainment Holdings, Inc.
−Removed: Goodman executed on October 6, 2020 (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No.
−Removed: 1-33892) filed on March 19, 2021).
−Removed: Termination Amendment to the American Multi-Cinema, Inc.
−Removed: Non-Qualified Defined Contribution Plan, effective May 3, 2021.
+Added: 1-33892) filed on June 3, 2021).
+Added: Private Share Purchase Agreement between AMC Entertainment Holdings, Inc.
+Added: and Mudrick Capital Management, LP dated June 1, 2021.
+Added: AMC Entertainment Holdings, Inc.
+Added: Non-Employee Director Compensation Program – Amended and Restated June 8, 2021.
+Added: AMC Entertainment Holdings, Inc.
+Added: Non-Employee Director Compensation Program – Amended and Restated July 29, 2021.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.
15 unchanged sentences
AMC ENTERTAINMENT HOLDINGS, INC.
−Removed: Chief Executive Officer, Director and President
+Added: August 9, 2021
+Added: Chairman of the Board, Chief Executive Officer, and President
+Added: August 9, 2021
Executive Vice President and Chief Financial Officer
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.