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DEAR STOCKHOLDERS:

We cordially invite you to attend the Annual Meeting of Stockholders of AMC Entertainment Holdings, Inc., which will be held on April 26, 2017July 29, 2020 at 4:1:00 p.m. (Central Time) at the AMC Theatre Support Center, located at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211, for the following purposes:

1.

To amend our Third Amended and Restated Certificate of Incorporation (our "Certificate of Incorporation") to declassify our Board of Directors and shorten all existing terms to expire at the Annual Meeting.



2(a)

.       If the amendment to our Certificate of Incorportion is approved, to elect to our Board of Directors the following nominees for terms expiring at the 2021 Annual Meeting: Mr. Adam M. Aron, Mr. Howard W. "Hawk" Koch, Jr., Mr. Philip Lader, Mr. Gary F. Locke, Ms. Kathleen M. Pawlus, Dr. Anthony J. Saich, Mr. Adam J. Sussman, Mr. Lee E. Wittlinger, Mr. Maojun (John) Zeng, and Mr. Lin (Lincoln) Zhang.



2(b)

.       If the amendment to our Certificate of Incorportion is not approved, to elect to our Board of Directors the following nominees for terms expiring at the 2023 Annual Meeting: Mr. Gary F. Locke, Ms. Kathleen M. Pawlus, and Dr. Anthony J. Saich.



3.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020.



4.

To conduct a non-binding advisory vote to approve the compensation of named executive officers.



5.

To conduct a non-binding advisory vote on the frequency of the non-binding advisory vote to approve the compensation of named executive officers.



6.

To approve an amendment to the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan increasing the number of shares subject to the plan to 15,000,000.

These items of business are more fully described in the Proxy Statement accompanying this notice.

Our Board has fixed the close of business on February 28, 2017June 8, 2020 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting of Stockholders or at any adjournment or postponement thereof. A list of these stockholders will be available at the time and place of the meeting and, during the ten days prior to the meeting, at the office of the Secretary of AMC Entertainment Holdings, Inc. at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211.

Only stockholders and persons holding proxies from stockholders may attend the meeting. If your shares are registered in your name, you should bring your proxy card and a proper form of identification such as your driver's license to the meeting. If your shares are held in the name of a broker, trust, bank or other nominee, you will need to bring a proxy or letter from that broker, trust, bank or other nominee that confirms you are the beneficial owner of those shares.shares and a proper form of identification.

              Although we currently intend to hold the Annual Meeting in person, due to concerns related to the evolving coronavirus (COVID-19) pandemic, we may impose additional procedures or limitations on meeting attendees or may decide to hold the Annual Meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates regarding the Annual Meeting by issuing a press release and filing the press release as definitive additional soliciting material with the Securities and Exchange Commission. We encourage you to regularly check these resources prior to the Annual Meeting if you plan to attend.

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In order that your shares may be represented at the meeting if you are not personally present, you are urged to vote your shares by telephone or Internet, or by completing, signing and dating the enclosed proxy card and returning it promptly in the accompanying postage prepaid (if mailed in the United States) return envelope.

ALL STOCKHOLDERS ARE EXTENDED A CORDIAL INVITATION

TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS

		By Order of the Board of Directors,
One AMC Way
11500 Ash Street, Leawood, KS 66211		Senior Vice President, General Counsel and Secretary
June 22, 2020

March 24, 2017

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on April 26, 2017:

July 29, 2020:
The Proxy Statement and 20162019 Annual Report to Stockholders

are available at http://www.envisionreports.com/amc

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PROXY STATEMENT

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PROXY STATEMENT

PROXY SUMMARY

PROXY SUMMARY

This summary highlights selected information and does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.

2017 2020 ANNUAL MEETING OF STOCKHOLDERS
Time and Date:	4:	1:00 p.m. (Central Time), Wednesday, April 26, 2017 July 29, 2020
Place:
Place:	AMC Theatre Support Center, located at One AMC Way, 11500 Ash Street, Leawood, KSKansas 66211
Record Date:		June 8, 2020
Record Date: Voting:	February 28, 2017
Voting:	As of the record date, holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to three votes per share.

Voting Recommendations

Agenda Item		Board Vote Recommendation
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		Board Vote
Agenda Item		Recommendation
Proposal No. 1:		Election		FOR
Amendment of our Third Amended and Restated Certificate of Incorporation to declassify our Board of Directors and shorten all existing terms to expire at the Annual Meeting.
Proposal No. 2(a):				FOR
If Proposal No. 1 is approved, election to our Board of Directors of the following three nominees for terms expiring at the 20202021 Annual Meeting:		​		each Director Nominee
Mr. Adam M. Aron, Mr. Howard W. "Hawk" Koch, Jr., Mr. Philip Lader, Mr. Gary F. Locke, Ms. Kathleen M. Pawlus, Dr. Anthony J. Saich, Mr. Adam J. Sussman, Mr. Lee E. Wittlinger, Mr. Maojun (John) Zeng, and Mr. Lin (Lincoln) Zhang.		​		​
Proposal No. 2(b):				FOR
If Proposal No. 1 is not approved, election to our Board of Directors of the following nominees for terms expiring at the 2023 Annual Meeting:				each Director Nominee
Mr. Gary F. Locke, and Ms. Kathleen M. Pawlus. Pawlus and Dr. Anthony J. Saich.		FOR each Director Nominee
Proposal No. 2: 3:				FOR
Ratification of the appointment of KPMGErnst & Young LLP as our independent registered public accounting firm for 2017. 2020.		FOR ​		​
Proposal No. 3: 4:				FOR
Non-binding advisory vote to approve the compensation of named executive officers (the “say-on-pay vote”"say-on-pay vote").
Proposal No. 5:				ONE YEAR
Non-binding advisory vote on the frequency of the non-binding advisory vote to approve the compensation of named executive officers (the "say-when-on-pay vote")		​		​
Proposal No. 6:				FOR
Amendment of the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan to increase the number of shares subject to the plan to 15,000,000.

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PROPOSAL 1:

ELECTION OF DIRECTORS

PROPOSAL 1: APPROVAL OF AN AMENDMENT TO THE COMPANY'S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO IMMEDIATELY DECLASSIFY THE BOARD

Proposed Amendment

              We are submitting for stockholder approval an amendment to the Current Certificate of Incorporation to immediately declassify the Board (the "Certificate of Amendment"). The text of the Certificate of Amendment is set forth inAppendix B and this description is qualified by the full text of the Certificate of Amendment. If this proposal is approved, the Certificate of Amendment will become effective upon filing with the Secretary of State of Delaware, which is expected to occur promptly following the stockholder vote.

              As described above, the Board is currently divided into three classes, with the members of each class serving for a staggered, three-year term. If the Certificate of Amendment is adopted, all directors will stand for election on an annual basis, beginning immediately at the 2020 Annual Meeting. Each elected director will serve a one-year term expiring at the following annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification, or removal.

Background and Reason for the Recommendation

              The Board considered a number of factors that favor continuing with a classified board structure, as well as a number of factors that favor adopting a declassified board structure. Ultimately, after weighing the various factors, the Board determined that it would be in the best interests of the Company and our stockholders to amend the Current Certificate of Incorporation to declassify the Board.

              A classified board structure has a number of advantages. It allows a majority of the board to remain in place from year to year, which promotes continuity and stability and encourages the board to plan for long-term goals. Further, at any one time, approximately two-thirds of the elected board has experience with the business and operations of the company it manages.

              However, the Board also recognizes that a classified board structure can be viewed as diminishing a board's accountability to stockholders, because such structure does not enable stockholders to express a view on each director's performance by means of an annual vote. Annual voting allows stockholders to express their views on the individual performance of each director and on the entire board of directors more frequently than with a classified board structure, which provides stockholders a more active role in shaping and implementing corporate governance policies. Moreover, many institutional investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to hold management accountable for implementing those policies. Public companies with classified boards also face increased scrutiny from proxy advisory firms.

              Accordingly, the Board approved, subject to stockholder approval, the Certificate of Amendment to immediately declassify the Board. The Board also approved, subject to stockholder approval of the Certificate of Amendment, an amendment to the Company's Third Amended and Restated Bylaws (the "Bylaws") to make conforming changes to the Bylaws.

              The affirmative vote of the holders of a majority of the shares (by voting power) present in person or represented by proxy and entitled to vote on this proposal is required to approve the Certificate of Amendment. Wanda, the holder of a majority of the shares (by voting power) at the record date, has indicated to the Company that it intends to approve the Certificate of Amendment. If this proposal is approved, the Board will immediately be declassified and stockholders will vote to elect ten directors to hold office for a one-year term expiring at the Company's 2021 annual meeting, as described in Proposal No. 2(a). If this proposal is not approved, the Board will remain classified and stockholders will vote to elect three indivduals to be elected as Class I directors to hold a three-year term expiring at the Company's 2023 annual meeting, as described in Proposal No. 2(b).

              The Board recommends a vote"FOR" the amendment to the Current Certificate of Incorporation to immediately declassify the Board.

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PROPOSAL 2(a) OR 2(b) ELECTION OF DIRECTORS

At the Annual Meeting, depending upon the outcome of the vote on Proposal 1, stockholders will either (i) vote to elect ten unclassified directors to hold a one-year term of office from the date of their election until the Company's 2021 annual meeting and until their successors are duly elected and qualified or (ii) 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 2023 annual meeting and until their successors are duly elected and qualified.

              If Proposal No. 1 is approved as is expected, stockholders will vote on Proposal No. 2(a) at the 2020 annual meeting. Pursuant to Proposal No. 2(a) ten individuals are to be elected as unclassified directors to hold a one-year term of office from the date of their election until the Company's 2021 annual meeting and until their successors are duly elected and qualified. Under Proposal No. 2(a), the ten nominees for election as directors are: Mr. Aron, Mr. Koch, Mr. Lader, Mr. Locke, Ms. Pawlus, Dr. Saich, Mr. Sussman, Mr. Wittlinger, Mr. Zeng, and Mr. Zhang.

              If Proposal No. 1 is not approved, stockholders will vote on Proposal No. 2(b) at the 2020 annual meeting. Pursuant to Proposal No. 2(b), three individuals are 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 20202023 annual meeting and until their successors are duly elected and qualified. TheUnder Proposal, No. 2(b), the three nominees for election as Class I directors are: Mr. Saich, Mr. Locke, Ms. Pawlus, and Ms. Pawlus.Dr. Saich.

              

The Nominating and Corporate Governance Committee and the Board believe that the nominees under either Proposal No. 2(a) or Proposal No. 2(b) have the requisite qualifications to oversee our business. Set forth below you will find certain information for each of the directors, including the nominees, which we believe evidences the directors' qualifications to serve on the Board.

The              Regardless of whether voting on Proposal No. 2(a) or Proposal No. 2(b), the Board recommends a vote“FOR” "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 February 12, 2017.June 8, 2020.

Nominees for Election as Class I Directors

Mr. Adam M. Aron

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Mr. Adam M. Aron, 65, 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 Term Ending 2020Master'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.

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Class I Directors—Term Expiring 2017

Mr. Howard W. "Hawk" Koch

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Mr. Anthony J. SaichHoward W. "Hawk" Koch, Jr., 63,74, has served as a director of the Company since August 2012. Since July, 2008,October 2014. Mr. Saich has served asKoch is a veteran movie producer and principal at The Koch Company, the Directorformer president of the Ash Center for Democratic GovernanceAcademy of Motion Picture Arts and InnovationSciences ("AMPAS"), and Daewoo Professor of International Affairs at Harvard University. In his capacity as Ash Center Director, Mr. Saich also serves as the directorRecording Secretary and former President of the Rajawali Foundation Institute for Asia and the faculty chairProducers Guild of the China Public Policy Program, the Asia Energy Leaders Program and the Leadership Transformation in Indonesia Program.America. Mr. Saich alsoKoch currently serves as the Chairman ofon the Board of TrusteesDirectors of the China MedicalMotion Picture & Television Fund and the National Film Preservation Foundation. Mr. Koch previously served on the Board of Governors of AMPAS from 2004 to 2013 and International Bridges to Justice and is the U.S. Secretary-GeneralBoard of Directors of the China United States Strategic Philanthropy.Producers Guild of America from 1999 to 2020. Mr. Saich sits onKoch has been intimately involved with the executive committeesmaking of the John King Fairbank Center for Chinese Studiesover 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 the Asia Center, both at Harvard University,"Rosemary's Baby." Mr. Koch continues to develop and serves as the Harvard representative of the Kennedy Memorial Trust.produce movies. Mr. 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. Mr. SaichKoch has over 3550 years of experience in international affairsthe motion picture industry and will provide valuable international insightsprovides our Board with a unique insight into the production of movies that are exhibited on our screens.

Mr. Philip Lader

Mr. Philip Lader, 74, has served as a director of the Company since June 2019. Mr. Lader is a Senior Advisor to Morgan Stanley Institutional Securities, as well as the former U.S. Ambassador to the Company.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, 67,70, 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 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 of the board of directors of Fortinet, Inc. and nLight, Inc. He attended Yale University, graduating with a Bachelorbachelor'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.

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Ms. Kathleen M. Pawlus

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Ms. Kathleen M. Pawlus, 56,60, has served as a director of the Company since December 2014. Ms. Pawlus, a retired partner of Ernst and Young, LLP (“EY”("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 bachelorBachelor of scienceScience 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

Directors Continuing in Office

Class II Directors—Term Expiring 2018

Mr. Lloyd Hill, 73,Dr. Anthony J. Saich, 67, has served as a director of the Company since December 2013. Prior to his retirement in 2006, Mr. HillAugust 2012. Since July 2008, Dr. Saich has served as the Chief Executive OfficerDirector of the Ash Center for Democratic Governance and ChairmanInnovation and Daewoo Professor of Applebee's International Inc. Mr. HillAffairs 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 board of directors and as chairmanexecutive committees of the compensation committeeJohn King Fairbank Center for Chinese Studies and memberthe Asia Center, both at Harvard University, and serves as the Harvard representative of the audit committee of Red Robin Gourmet Burgers, Inc.Kennedy Memorial Trust. Dr. Saich holds a bachelor's degree in politics and on the board of directors of E.E. Newcomer Enterprises, Inc. Mr. Hill also serves on the board of directors of Saint Luke's South Hospital, the audit committee for the Saint Luke's Health System and the development board forgeography from the University of Texas Medical Branch. Mr. Hill holdsNewcastle, United Kingdom, a master's degree in business administrationpolitics with special reference to China from Rockhurstthe 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 Kansas City, Missouri. international affairs and will provide valuable international insights to the Company.

Mr. HillAdam J. Sussman

Mr. Adam J. Sussman, 49, has extensiveserved as a director of the Company since May 2019. Mr. Sussman has served as President of Epic Games, Inc. since February 2020. Prior to that, 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 in marketing, information technology and knowledgedigital platforms to the Board.

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Mr. Lee E. Wittlinger

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Mr. Lee E. Wittlinger, 37, has served as wella 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 experience servinga director on the boards of other public companies.GoDaddy Inc. ("GoDaddy"), Oak View Group, LLC and WPEngine, Inc. 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 Cast & Crew's and GoDaddy'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

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Mr. Maojun (John) Zeng, 45,48, has served as a director of the Company since February 2016.2016 and served as Chairperson from March 2018 until December 2019. Mr. Zeng has beenserved as the President of Wanda Film Holding Co., Ltd. (formerly known as Wanda Cinema Line Co.Corporation), Ltd, a subsidiary of Wanda group, since March 27, 2014,June 29, 2015, and has served as a member of its Board of Directors since July 30, 2013.January 22, 2015. Mr. Zeng previouslyhas also served as the Assistant to theSenior Vice President of Wanda Cultural Industries Group andsince October 13, 2016, as well as previously held positions of Vice President, ofSenior Assistant to the President and Assistant to the President. Mr. Zeng has held other positions within the Wanda Cinema Line Corporation since February 28, 2012.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.

Mr. Lin (Lincoln) Zhang

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Mr. Howard W. “Hawk” Koch, Jr., 71,Lin (Lincoln) Zhang, 48, has served as a director of the Company and Chairperson since October 2014.December 2019. 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 President Emeritus of the Producers Guild of America. Mr. Koch currently serves on the Board of Directors of the Motion Picture & Television Fund and the National Film Preservation Foundation. Mr. KochZhang 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 2012. 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 51 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.

Class III Directors—Term Expiring 2019

Mr. Lin (Lincoln) Zhang, 44, has served as Chairman and a director of the Company sinceand Chairperson from August 2012.2012 until March 2018. Mr. Zhang is currently on the board of directors of Wanda Group, President of Wanda Cultural Industries Group, Chairperson of Wanda Film Holding Co., Ltd., and Chairperson of Wanda Sports Group. 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 has served as the Chairperson of Wanda Sports Group Company Limited since November 2018, a non-executive director of Wanda Hotel Development Co. Ltd since November 2017, the chairperson of World Triathlon Corporation since November 2015, the chairperson of the board of Infront Holding AG since July 2015, the President of Wanda Cultural Industry Group since 2012. Mr. Zhang has served onDecember 2013, the board of directorsCEO of Wanda Cinemaline Corporation since November 2006, Dalian Wanda Commercial Properties Co., LimitedCultural Industries Group since December 2009, and Dalian Wanda Group Co., Limited since February 2011. Mr. Zhang also currently serves on the board of directors of Infront Sports & Media AG, Atletico De Madrid, and World Triathlon Corporation since 2015. Prior thereto, Mr. Zhang served as Vice President2012, a director of Dalian Wanda Group since February 2011 and as the chairperson and a director of Wanda Film Holding Co., LimitedLtd. since November 2006. He also served as a non-executive director of Dalian Wanda Commercial from December 2009 to December 2012.January 2016. Mr. Zhang received an M.B.A. from Beijing University andgraduated with a bachelor's degree in accounting from Dongbei University of Finance and Economics. Mr. Zhang is a non-practicing memberEconomics and obtained an MBA degree from the Guanghua School of the Chinese Institute of Certified Public Accountants and a non-practicing member of the China Certified Tax Agents Association.Management at Peking University. Mr. Zhang has over 16 years ofsignificant experience in financial and operational management and operation management ofwith large companies, especially inwith particular focus on corporate strategy and investment, which makes him well-positioned to serve as a director forof the Company.

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Mr. Adam Aron, 62, 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 appointed Chief Executive Officer of Starwood Hotels and Resorts Worldwide, Inc. Since 2006, Mr. Aron has served as Chairman 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 a co-owner currently. From 2006 to 2015, Mr. Aron served as Senior Operating Partner of Apollo Management L.P. Mr. Aron currently serves on the board of directors of Norwegian Cruise Line Holdings, Ltd. and the 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 20 years of experience as a Chief Executive Officer, more than 26 years of experience as a corporate director, and more than 36 years of consumer-engagement experience.

Mr. Jack Q. Gao, 58, has served as a director of the Company since September 2015. Mr. Gao serves as the Group Vice President of Wanda Cultural Industry Group and the Chief Executive Officer of Wanda Film Holdings Company and has held such positions since joining Wanda Group in June 2015. Prior to joining Wanda, Mr. Gao served as Founder of GAO Entertainment, LLC from January to May 2015. Mr. Gao served as Senior Corporate Vice President for News Corporation from 2006 to 2014. His roles at News Corporation included serving as Chief Executive Officer of News Corporation China Investments; Chief Executive Officer of Star TV China Company; Chairman of MySpace China; and Chief Representative of News Corporation Beijing Representative Office. Mr. Gao directed News Corporation strategy, government relations, business development, strategic investments and Star TV's overall sales, distribution and production operations in China. Mr. Gao serves on the board of directors of Infront Sports and Media AG, Beijing Vantone Industrial Co. Ltd., AGTech Holding Ltd. and Mr. Gao served on the board of directors of AirMedia Group Inc. from 2014 to 2015 and Bona Film Group Ltd. from 2012 to 2014. Mr. Gao has served as an Adjunct Professor for the Business School at the Chinese University of Hong Kong. Mr. Gao graduated from the Harbin Institute of Technology and the University of California, Los Angeles with a bachelor's degree, masters degree, and a Ph.D. degree in Engineering. Mr. Gao brings to the board valuable insight into business strategies and development, many years of experience as a senior executive, and experience serving on the boards of other companies.

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”-”"Investor Relations"—"Governance"—"Governance Documents”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 financial and accounting risks. The Audit Committee discusses with management the Company's major 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 ChairmanChairperson 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 chairmenchairpersons 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 considers specific risk topics, including risks associated with our annual operating plan, our capital structure, and cyber security. 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

We doThe Compensation Committee has reviewed and discussed the concept of risk as it relates to the Company's compensation policies and it does not believe that any risks arising from ourthe 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’sCompany'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 2019.

​

​	·​	​	Performance metrics and targets are established by the Compensation Committee within the first 90 days of the relevant performance period;​	​
​	​	​	​	​ 11

·

Compensation is comprised of a combination of base salary, annual cash incentive, and long-term equity incentive awards;

·

Equity compensation vesting is multi-year service based and performance based with overlapping performance periods; and

·

Maximum payout for cash incentives is 200% of the value at target and maximum payout for equity incentives is 150% of the value at target.

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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 addressaddresses 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”-”"Investor Relations"—"Governance"—"Governance Documents”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 eight6 meetings during the year ended December 31, 2016.2019. 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 after their election to the Board, except for Mr. Zhang and Mr. Zeng.

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

              

We avail ourselves of the “controlled company”"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. Because more than 50% of our voting power is held by Wanda, we are not required to have a majority of independent directors on our Board. WeAlthough not required, we currently have threesix independent directors,directors: Mr. Hill, 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 Mr. Hill, Dr. Saich, Ms. Pawlus.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. In addition, while we are not required to have a Compensation Committee or a nominatingNominating and corporate governance committee,Corporate Governance Committee, we have established such committees, each of whichcommittees. The Compensation Committee is composed of threefour directors, onetwo of whom are independent. The Nominating and Corporate Governance Committee is composed of five directors, three of whom are independent.

Our Board has determined that Mr. Hill, Mr. Saich, and Ms. Pawlus are independent in accordance with NYSE rules and within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”) for purposes of serving on our Audit Committee. The remaining members of the Board, Mr. Locke, Mr. Zeng, Mr. Gao, Mr. Aron, Mr. Zhang, and Mr. Koch, are not independent under the NYSE rules or within the meaning of the Exchange Act.

Board Leadership Structure

              

Under our current leadership structure, the roles of ChairmanChairperson of the Board and Chief Executive Officer are held by different individuals. Mr. Zhang servesZeng served as our non-executive ChairmanChairperson of the Board, until his resignation on December 2, 2019. Mr. Zhang was appointed as our non-executive Chairperson of the Board on December 2, 2019, 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 ChairmanChairperson 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 ChairmanChairperson is not considered independent under the NYSE rules.

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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 ChairmanChairperson or his designee presides over these executive sessions.

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Attendance at Annual Meetings

              

We encourage our directors to attend our Annual Meeting of Stockholders, absent unusual circumstances. SixSeven directors attended the 20162019 Annual Meeting of Stockholders.Stockholders, constituting all then-serving directors except Mr. Zhang, Mr. Zeng, and Mr. Locke did not attend the 2016 Annual Meeting of Stockholders.

Zeng.

Committees

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

Audit(1)

Compensation

Nominating and Corporate Governance

Lincoln Zhang

​

​

​

​

​

​

​

Adam M. Aron

Jack Q. Gao

Chair

Anthony J. Saich

Member

Chair

Howard W. "Hawk" Koch, Jr.

​

Member

Member

Lloyd Hill

Member

Member(2)

Philip Lader

​

​

Member

Gary F. Locke

Member

Member

Kathleen M. Pawlus

Chair

Chairperson

​

​

Lloyd Hill

Member

Member

Adam J. Sussman

Anthony J. Saich

Member

​

Chairperson

Lee E. Wittlinger

Member

Chairperson(2)

Member

John Zeng

​

Member

​

Howard W. Koch, Jr.

Member

Member

Meetings Held in 2016

6

4

4

Lin Zhang

Meetings Held in 2019

6

5

4

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(1)

Our Audit Committee is comprised of three independent members, all of whom are financially literate as defined in the NYSE rules.

(1)

Our Audit Committee is comprised of four independent members, all of whom are financially literate as defined in the NYSE rules.

(2)

For all meetings in 2019, Mr. Hill served as chairperson of the Compensation Committee and Mr. Wittlinger served as a member. Mr. Wittlinger is the current chairperson and was appointed in October 2019.

              

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”-”"Investor Relations"—"Governance"—"Governance Documents”Documents". The functions performed by each of the standing committees of the Board are briefly described below.

Audit Committee

              

Our Audit Committee consists of Mr. Hill, Mr.Ms. Pawlus, Dr. Saich and Ms. Pawlus.Mr. Wittlinger. The Board has determined that Mr. Hill, and 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 each member 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;

​

​	·​	​	to oversee our financial reporting process and internal control system;​	​
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•

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.

              

·

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.

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Compensation Committee

              

Our Compensation Committee consists of Mr. Gao,Hill, Mr. Hill,Koch, Mr. Wittlinger and Mr. Koch.Zeng. Despite the exception as a “controlled company”"controlled company" under the NYSE rules, our Compensation Committee charter provides that at least one member of the Compensation Committee will be independent in accordance with NYSE rules, and each of Mr. Hill and Mr. Wittlinger is that member.independent. 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.

              

·

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 related matters.

The Committee may delegate to management administration of incentive compensation plans for non-executive officers. The Compensation Committee engaged and retained Pay Governance, LLC,Aon Hewitt ("Aon"), as an independent executive compensation consultant, to provide advice on 20162019 compensation matters. During 2016, Pay Governance2019, 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’sCompany's Proxy Statement. The Compensation Committee reviewed the nature of its relationship with Pay GovernanceAon and determined that there were no conflicts of interest with respect to Pay Governance’sAon's independence.

Nominating and Corporate Governance Committee

              

Our Nominating and Corporate Governance Committee consists of Mr. Saich,Koch, Mr. Lader, Mr. Locke, Dr. Saich and Mr. Koch.Wittlinger. Despite the exception as a “controlled company”"controlled company" under the NYSE rules, our Nominating and Corporate Governance Committee charter provides that at least one member of the Nominating and Corporate Governance Committee will be independent in accordance with NYSE rules, and each of Mr. Lader, Dr. Saich and Mr. Wittlinger is that member.independent. 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.

              

·

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 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.).

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The Board has not adopted a formal diversity policy butand pursuant to the Company’sCompany'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’sCompany's strategic priorities and the scope and

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complexity of the Company’sCompany'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 ChairmanChairperson and the ChairmanChairperson of the Nominating and Corporate Governance Committee.

Compensation Committee Interlocks and Insider Participation

              

Mr. Gao,Our Compensation Committee consists of Mr. Hill, Mr. Koch, Mr. Wittlinger and Mr. Koch were members of the Compensation Committee for all actions taken during the year ended December 31, 2016. Mr. Ning Ye was a member of the Compensation Committee until his resignation on February 8, 2016.Zeng. During the period January 1, 20162019 through December 31, 2016,2019, 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"Related Person Transactions”Transactions" with respect to agreements with Wanda)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 or the Compensation Committee of the Company.

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Table of Contents

DIRECTOR COMPENSATION

The following section presents information regarding the compensation paid during the year ended December 31, 20162019 to members of our Board who were not employees of Wanda or the Company (“("non-employee directors”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 has adopted a Non-Employee Director Compensation Plan, effective January 1, 2014,2019, pursuant to which non-employee directors are compensated for their service to the Company. Each non-employee director receives the following annual compensation for services as a Board member:

a)

an annual cash retainer of $150,000;



b)

annual stock award with a value of $70,000. Stock awards are made pursuant to the Company's 2013 Equity Incentive Plan, are fully vested at the date of grant, and are issued on 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. The number of shares awarded to each non-employee director is determined by dividing the value of the award by the average closing price of the stock for the five trading days prior to the date of the stock award; and



c)

an annual cash retainer for non-employee directors who serve on a committee as follows:

a)

an annual cash retainer of $50,000 for non-employee directors who serve as a Board member;

Committee			Chairperson			Member
​	​	​	​	​	​	​	​
Audit		$	30,000		$	10,000
Compensation		​	15,000		​	10,000
Nominating and Corporate Governance			15,000			10,000

              

b)

annual stock award with a value of $100,000 for non-employee directors who serve as a Board member. Stock awards are made pursuant to the Company's 2013 Equity Incentive Plan and are fully vested at the date of grant. The number of shares awarded to each non-employee director is determined by dividing $100,000 by the average closing price of the stock for the five trading days prior to the date of the stock award; and

c)

an annual cash retainer for non-employee directors who serve on a committee as follows:

Committee		Chairperson			Member
Audit		$	15,000		$	5,000
Compensation			10,000			5,000
Nominating and Corporate Governance			10,000			5,000

In March of 2020 the COVID-19 pandemic caused suspension of substantially all of the Company's revenue generating business. In response, all non-employee directors agreed to forego 20% of all cash retainers payable for the duration of the suspension.

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Director Compensation Table

              

The following table presents information regarding the compensation of our non-employee directors during the year ended December 31, 2016. The amounts reflect partial-year Board service2019.

Name			Fees Earned or Paid in Cash(1)			Stock Awards(2)			Total
​	​	​	​	​	​	​	​	​	​	​
Lloyd Hill(3)		$	150,000		$	98,511		$	248,511
Howard W. "Hawk" Koch, Jr.		​	170,000		​	72,594		​	242,594
Philip Lader(4)(5)			117,740			32,472			150,212
Gary F. Locke		​	160,000		​	72,594		​	232,594
Kathleen M. Pawlus(4)			180,000			72,594			252,594
Anthony J. Saich(4)		​	175,000		​	72,594		​	247,594
Adam J. Sussman(4)(5)			133,219			46,347			179,566
Lee E. Wittlinger(6)		​	—		​	—		​	—

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(1)

Includes the annual cash retainer for Mr. Locke, who joinedservices as a board member, the Board in February 2016.

annual cash retainer for services as a member of a committee, and the annual cash retainer for services as a chairperson of a committee.

​

		Fees Earned or			Stock
Name		Paid in Cash(1)			Awards(2)			Total
Anthony J. Saich		$	65,000		$	98,704		$	163,704
Lloyd Hill			70,000			98,704			168,704
Howard W. Koch			60,000			98,704			158,704
Gary F. Locke			48,715			97,010			145,725
Kathleen M. Pawlus			65,000			98,704			163,704

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​	(1)​	​	Includes the annual cash retainer for services as a board member, the annual cash retainer for services as a member of a committee, and the annual cash retainer for services as a chairman of a committee.​	​
​ 16	​	​	​	​

(2)

Represents the aggregate grant date fair values, as computed in accordance with Financial Accounting Standards Board's Accounting Standard Codification Topic 718, Compensation—Stock Compensation, calculated based upon the closing price of the Company's Class A common stock on January 4, 2016 of $23.17 per share for Mr. Saich, Mr. Hill, Mr. Koch and Ms. Pawlus and upon the closing price of the Company's Class A common stock on February 24, 2016 of $22.55 per share for Mr. Locke.

In December 2016, Wanda agreed to make a capital contribution of $10,000,000 to AMC (without any increase in Wanda’s economic interest or voting rights in the Company) for payment to certain officers, directors, and other personnel for extraordinary services rendered in connection with merger and acquisition activity in 2016. This contribution was received during February 2017. As a result of these activities Mr. Jack Q. Gao received a bonus in the amount of $1,500,000 related to his service as a director.

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(2)

Represents the aggregate grant date fair values, as computed in accordance with Financial Accounting Standards Board's Accounting Standard Codification Topic 718, Compensation—Stock Compensation, calculated based upon the closing price of the Company's Class A common stock on March 6, 2019 of $15.13 per share for Mr. Hill, Mr. Koch, Mr. Locke, Ms. Pawlus, and Dr. Saich; on May 7, 2019 of $14.97 per share for Mr. Sussman; and on July 8, 2019 of $8.86 per share for Mr. Lader.

(3)

Mr. Hill elected to receive a portion of his annual cash retainer in the form of stock.

(4)

Members of the special litigation committee established to investigate and evaluate certain derivative claims received a $35,000 cash fee for their service.

(5)

Mr. Lader's and Mr. Sussman's annual cash retainer for services as a board member and annual stock awards were prorated to reflect their partial year of service.

(6)

Mr. Wittlinger has waived payment of any fees for his services as a board member.

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

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

The following table sets forth certain information regarding beneficial ownership of our Class A and Class B common stock as of February 28, 2017,June 8, 2020, with respect to:

•

each person or group of affiliated persons known by us to own beneficially more than 5% of any class of the outstanding shares of Class A and Class B common stock, together with their addresses;



•

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



•

all directors and executive officers as a group.

              

·

each person or group of affiliated persons known by us to own beneficially more than 5% of any class of the outstanding shares of Class A and Class B common stock, together with their addresses;

·

each of our directors, director nominees and our Named Executive Officers; and

·

all directors and executive officers as a group.

The address for each of our directors, director nominees and Named Executive OfficersNEOs 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.

		Class A				Class B
		Common Stock				Common Stock
NAME		Number		%		Number		%
5% Beneficial Owners:
Wanda America Investment Holding Co. Ltd., a wholly-owned indirect subsidiary of Dalian Wanda Group Co., Ltd.(1)		—		—		75,826,927		100	%
Driehaus Capital Management, LLC(2)		2,965,625		5.4%
The Vanguard Group Inc.(3)		3,028,764		5.5%		—		—
Monterey Capital III S.à r.l.(4)		4,536,466		8.2%		—		—
Directors, Director Nominees and						—		—
Named Executive Officers:						—		—
Adam M. Aron(5)		51,747		*		—		—
Craig R. Ramsey(5)		84,418		*		—		—
John D. McDonald(5)		50,056		*		—		—
Elizabeth Frank(5)		52,115		*		—		—
Mark A. McDonald(5)		45,718		*		—		—
Lincoln Zhang(6)		—		*		—		—
Anthony J. Saich		4,090		*		—		—
Lloyd Hill		13,090		*		—		—
Gary F. Locke		4,302		*		—		—
John Zeng(6)		—		*		—		—
Howard W. Koch. Jr.		6,952		*		—		—
Kathleen M. Pawlus		8,255		*		—		—
Jack Q. Gao(6)		—		*		—		—
All directors and executive officers as a group (18 persons)(5)(7)		451,394		0.8%		—		—

NAME			Class A Common Stock Number			%			Class B Common Stock Number			%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
5% Beneficial Owners:
Wanda America Entertainment, Inc., a wholly-owned indirect subsidiary of Dalian Wanda Group Co., Ltd.(1)		​	—		​	—		​	51,769,784		​	100	%
Dimensional Fund Advisors LP(2)			3,114,348			5.9	%
The Vanguard Group Inc.(3)		​	4,930,559		​	9.4	%	​	—		​	—
BlackRock, Inc.(4)			3,688,651			7.0	%		—			—
Mittleman Brothers, LLC(5)		​	2,745,680		​	5.2	%	​	—		​	—
Silver Lake Group, LLC(6)			31,662,240			37.6	%
Directors, Director Nominees and Named Executive Officers:		​	​		​	​		​	—		​	—
Adam M. Aron			459,833			*			—			—
Craig R. Ramsey(7)		​	149,383		​	*		​	—		​	—
John D. McDonald			69,763			*			—			—
Elizabeth Frank		​	104,836		​	*		​	—		​	—
Stephen A. Colanero			97,317			*			—			—
Lloyd Hill		​	39,769		​	*		​	—		​	—
Howard W. "Hawk" Koch., Jr.			28,571			*			—			—
Philip Lader		​	14,246		​	*		​	—		​	—
Gary F. Locke			36,136			*			—			—
Kathleen M. Pawlus		​	29,874		​	*		​	—		​	—
Anthony J. Saich			25,709			*			—			—
Adam J. Sussman		​	13,677		​	*		​	—		​	—
Lee E. Wittlinger			—			—			—			—
John Zeng(8)		​	—		​	—		​	—		​	—
Lin Zhang(8)			—			—			—			—
All directors and executive officers as a group (22 persons)(9)		​	1,314,649		​	2.5	%	​	—		​	—

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*

Less than 1%

(1)

Based on a Schedule 13D filed September 18, 2018 by Wanda America Entertainment, Inc. and certain of its affiliates. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion applicable to the Class B common stock. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to three votes and is convertible at any time into one share of Class A common stock. In such filing, Wanda America Entertainment, Inc. lists its address as 850 New Burton Road, Suite 201, Dover,

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​	(1)​	​	Based on a schedule 13G filed March 5, 2014 by Wanda America Investment Holding Co. Ltd. In such filing, Wanda America Investment Holding Co. Ltd. lists its address as One AMC Way, 11500 Ash Street, Leawood, Kansas 66211. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion applicable to the Class B common stock. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to three votes and is convertible at any time into one share of Class A common stock.​	​
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(2)

Based on a Schedule 13G filed February 14, 2017 by Driehaus Capital Management, LLC. In such filing, Driehaus Capital Management, LLC.  lists its address as 25 East Erie Street, Chicago, IL 60611. The Schedule 13G indicates shared voting power and sole dispositive power on 2,965,625 shares and Driehaus Active Income Fund has shared voting and dispositive power over 2,018,443 shares.

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DE 19904 and Dalian Wanda Group Co., Ltd. lists its address as No. 539, Changjiang Road, Xigang District, Dalian City, Liaoning Province, People's Republic of China.

(2)

Based on a Schedule 13G filed February 12, 2020 by Dimensional Fund Advisors LP ("Dimensional"). In such filing, Dimensional lists its address as Building One, 6300 Bee Cave Road, Austin, TX 78746 and indicates sole voting power over 3,048,203 shares and sole dispositive power over 3,114,348 shares and shared voting power over 0 shares and shared dispositive power over 0 shares.

(3)

Based on a Schedule 13G/A #7 filed February 12, 2020 by The Vanguard Group Inc. In such filing, The Vanguard Group Inc. lists its address as 100 Vanguard Blvd., Malvern, PA 19355. The Schedule 13G/A #7 indicates sole voting power on 51,226 shares and sole dispositive power on 4,883,185 shares and shared voting power over 3,304 shares and shared and dispositive power over 47,374 shares.

(4)

Based on a Schedule 13G/A #6 filed February 5, 2020 by BlackRock, Inc. In such filing, BlackRock, Inc. lists its address as 55 East 52^nd Street, New York, NY 10055. The Schedule 13G/A #6 indicates sole voting power on 3,551,811 shares and sole dispositive power on 3,688,651 shares and shared voting power over 0 shares and shared dispositive power over 0 shares.

(5)

Based on Schedule 13G/A #2 filed January 28, 2020 by Mittleman Brothers, LLC and other related parties (collectively, "Mittleman"). In such filing, Mittleman lists its address as 105 Maxess Road, Suite 207, Melville, NY 11747. The Schedule 13G/A #2 indicates sole voting power on 0 shares and sole dispositive power on 0 shares and shared voting power over 2,690,170 shares and shared dispositive power over 2,755,170 shares.

(6)

Based on a Schedule 13D filed May 1, 2020 by Silver Lake Group, L.L.C. and certain of its affiliates ("SLG"). The amounts represent shares of Class A common stock which would be issuable upon conversion of $600 million principal amount of convertible notes if the Company elects to deliver shares of stock upon a conversion by the holder. The percentage ownership represents a percentage of the total Class A common stock which would be outstanding following a conversion. The conversion rate is 52.7704 shares of Class A common stock per $1,000 principal amount of the convertible notes which is equivalent to a conversion price of approximately $18.95 per share. The Schedule 13D indicates sole voting power on 0 shares and shared voting power on 31,662,240 and sole dispositive power on 0 shares and shared dispositive power on 31,662,240 shares. SLG lists its address as 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025.

(7)

Mr. Ramsey retired effective February 28, 2020.

(8)

Does not include shares of Class B 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. Wanda America Entertainment, Inc.'s ownership of our Class B common stock is set forth in the table.

(9)

Includes 245,535 shares of Class A common stock beneficially held by executive officers not named in the table.

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​	(3)​	​	Based on a Schedule 13G/A #3 filed February 9, 2017 by The Vanguard Group Inc. In such filing, The Vanguard Group Inc. lists its address as 100 Vanguard Blvd., Malvern, PA 19355. The Schedule 13G/A indicates sole voting power on 41,048 shares and sole dispositive power on 2,986,306 shares and shared voting power over 3,120 shares and shared and dispositive power over 42,458 shares.​	​
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(4)

Based on a Schedule 13G filed on December 7, 2016 by Monterey Capital III S.à r.l. (“Monterey”). In such filing, Monterey Capital III S.à r.l. lists their address as 1-3 Boulevard de la Foire, L-1528 Luxembourg. The Schedule 13G indicates Monterey has shared voting and dispositive power with Terra Firma Holdings Limited and Mr. Guy Hands over 4,536,466 shares.

(5)

Does not include vested restricted stock units and vested performance stock units that will not be settled, and will be non-transferable, until the third anniversary of the grant date.

(6)

Does not include shares of Class B common stock held by Wanda. Mr. Zhang, Mr. Gao, and Mr. Zeng are employees of Dalian Wanda Group Co., Ltd., an affiliate of Wanda American Investment Holding Co. Ltd. None of them have the power to dispose or vote any of our capital stock held by Wanda American Investment Holding Co. Ltd. Wanda American Investment Holding Co. Ltd's ownership of our Class B common stock is set forth in the table.

(7)

Includes 130,651 shares of Class A common stock beneficially held by executive officers not named in the table.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of 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 with the SEC initial reports of ownership and reports of changes 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 furnished to usfiled electronically with the SEC and/or written representations that no other reports were required to be filed during 2016,2019, all filing requirements under Section 16(a) applicable to our officers, directors and 10% stockholders were satisfied timely.timely, except for one late Form 4 for director Mr. Adam J. Sussman with respect to one transaction.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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”"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 or not 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.

•

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”("Merger"), the Company and Wanda entered into a management stockholders agreement (the “Management"Management Stockholders Agreement”Agreement") with members of management, including certain of our Named Executive Officers.NEOs. The Management Stockholders Agreement was amended in connection with our initial public offering (the “IPO”"IPO"), and it continued in effect following the completion of the IPO, although the occurrence of the IPO caused certain provisions of the agreement to cease to be in effect.

Transfer Restrictions.   Under the Management Stockholders Agreement, each management member agreed, subject to customary exceptions, not to transfer any shares of the Company acquired in connection with the Merger without the written consent of Wanda prior to January 1, 2016 (the “Release Date”). Until the second anniversary following the Release Date, each management member agreed to restrictions on the number of such shares of the Company's Common Stock they may transfer.

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Put Rights.   Beginning on January 1, 2016 (or upon the termination of a management member's employment by the Company without cause, by the management member for good reason, or due to the management member's death or disability) the management members will have the right to require the Company to purchase shares of the Company acquired in connection with the Merger if and only if such shares are not fully and freely tradeable at a price equal to the price per share paid by such management member with appropriate adjustments for any subsequent events such as dividend, splits, combinations and the like. Such put rights expire on January 1, 2019.

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.

Registration Rights AgreementsAgreement

              

Wanda

In connection with the IPO, we entered into a registration rights agreement with Wanda (the “Registration"Registration Rights Agreement”Agreement"). Pursuant to the Registration Rights Agreement, the Company has agreed to use its best efforts to effect

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registered offerings upon request from Wanda and to grant incidental or “piggyback”"piggyback" registration rights with respect to any Class A common stock held by Wanda. The Class B common stock converts to Class A common stock in certain circumstances.

              

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.

Monterey

In connection with our acquisition of Odeon, on November 30, 2016 we agreed to certain registration rights with Monterey Capital III S.à r.l. (“Monterey”) in connection with the shares of our Class A Common Stock it received in the transaction. We agreed to file a registration statement to allow Monterey to sell its shares and granted certain piggyback registration rights. Monterey currently holds 8.2% of our Class A Common Stock, and subject to certain exceptions, may not sell any shares for six months from the closing of the acquisition and may not sell in excess of 50% for a period of twelve months after closing.

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 and Capital Contribution

              

As of December 31, 2016,2019, the Company recorded a receivable due from Wanda of $10,594,000$753,652 for reimbursement of general administrative and other expense incurred on behalf of Wanda andWanda.

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 $600.0 million principal amount of 2.95% convertible senior unsecured notes due 2024 (the "Notes") for a pledged capital contribution. In December 2016, Wanda agreedpurchase price equal to make a capital contribution100% of $10,000,000 to AMC (without any

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increase in Wanda’s economic interest or voting rights in the Company) for paymentsprincipal amount, subject to certain officer, directors, and other personneladjustments for extraordinary services rendered in connection with merger and acquisition activity in 2016. This contribution was received during February 2017.expense reimbursement.

              

Participation in Public Offering

On February 13, 2017, in connection withUpon conversion by a holder thereof, the additional public offeringCompany shall deliver at its election, either cash, shares of the Company's Class A common stock Mr. Aron purchased 31,747or a combination of cash and shares of ourthe Company's Class A common stock at a conversion rate of 52.7704 per $1,000 principal amount of the public offeringNotes (which represents an initial conversion price of $31.50$20.50 per share minus the $1.55 per share dividend declared by the Board on September 14, 2018), in each case subject to customary anti-dilution and certain other adjustments. In addition to typical anti-dilution adjustments, in the event that the then-applicable conversion price is greater than 120% of the average of the volume-weighted average price of the Company's Class A common stock for the ten days prior to the second anniversary of issuance (the "Reset Conversion Price"), the conversion price for the Notes is subject to a reset provision that would adjust the conversion price downward to such Reset Conversion Price. However, this conversion price reset provision is subject to a conversion price floor such that the shares of the Class A Common Stock issuable upon conversion would not exceed 30% of the Company's then-outstanding fully-diluted share capital. In addition, a trigger of the reset provision would result in certain shares of the 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 20% (or, if Silver Lake syndicates an aggregate principal amount of Notes equal to or in excess of $75 million, then 25%) of the outstanding common stock of the Company beneficially owned by them immediately following the closing contemplated by the Investment Agreement and any such syndication, assuming the conversion of the Notes on a full physical basis into the Company's Class A 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 same terms asBoard who will serve on all standing committees of the other purchasers in the offering.Board

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(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. In addition, Silver Lake will assisted the Company with identifying a current or former executive in the technology, media, telecommunications or similar industry to serve as an independent director on the Board, with such director selection to be subject to approvals by the Board and the Nominating and Corporate Governance Committee, which resulted in the appointment of Adam Sussman to the Board.

              Standstill Obligations.    Silver Lake and certain of its affiliates will be subject to certain standstill obligations until the later of (i) the date that is nine months following such time as Silver Lake no longer has a representative, and no longer has rights to have a representative, on the Board and (ii) the three-year anniversary of the closing (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 Class A 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).

              During the period from the second to the third anniversary of closing, Silver Lake will have 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 will 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.

              Silver Lake is 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.

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") are subject to forfeiture and cancellation by the Company from September 14, 2018 until the earliest of the maturity date of the Notes, the date that no Notes are outstanding and the failure of the reset provision contained in the Indenture to be triggered on September 14, 2020. The Forfeiture Shares, or a portion thereof depending on the magnitude of the change in the conversion price, will be forfeited to the Company and cancelled in the event that the reset provision contained in the Indenture is triggered on September 14, 2020 and subsequently holders of the Notes convert the Notes, with the entire amount of Forfeiture Shares forfeited and cancelled in the event that the reset provision results in a change in conversion price to the conversion price floor and holders of the Notes subsequently convert the Notes.

              The Stock Repurchase Agreement also provides that for so long as Silver Lake is entitled to nominate an individual to the Board, Wanda will 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 are submitted for the consideration and vote of the stockholders of the Company.

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 provides Silver Lake certain rights to purchase shares of the Company's common stock that Wanda proposes 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

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voting stock. Under the ROFR Agreement, in the event that Wanda and its affiliates cease to beneficially own at least 50.1% of the total voting power of the Company's voting stock, then the Company will 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 may 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 determines to exercise its right to purchase shares from Wanda pursuant to the ROFR Agreement, it will have the obligation under the Investment Agreement to offer to sell to Silver Lake a like number of shares of the Company's Class A Common Stock, at the same per share price at which it purchased the Wanda shares.

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PROPOSAL 2:

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTEREDTable of Contents

PUBLIC ACCOUNTING FIRM

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

The Audit Committee ofis responsible for overseeing the Board has selected KPMG LLP (“KPMG”) asqualifications, engagement, compensation, independence, and performance of the independent registered public accounting firm retained to performaudit the audit of ourCompany's consolidated financial statements and ourits internal control over financial reportingreporting. The Audit Committee requires and, with its chairperson, oversees the selection process for 2017. KPMG servednew lead audit engagement and concurring partners every five years. Throughout this process, the Audit Committee and management will provide input to Ernst & Young, LLP ("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 ourrequired 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 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 2016.2020. KPMG representatives are expectedLLP ("KPMG") continued to attendserve as the 2017Company'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. The Audit Committee believes that the engagement of EY as the Company's independent registered public accounting firm for 2020 is in the best interest of the Company and our stockholders.

              KPMG was dismissed as the Company's independent registered public accounting firm effective as of February 27, 2020, when the Company filed its Annual Meeting. They willReport 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 of the Company as of and for the years ended December 31, 2019 and 2018, contained separate paragraphs stating that as discussed in Notes 1 and 2 (for the year ended December 31, 2019) and Note 1 (for 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 Accounting Standards Codification (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 periods through February 27, 2020, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to KPMG's satisfaction, would have an opportunitycaused KPMG to make reference to the subject matter of the disagreements in connection with its reports on the Company's consolidated financial statements for such years; and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.

              During the fiscal years ended December 31, 2019 and 2018 and the subsequent interim periods through February 27, 2020, neither the Company nor anyone on its behalf has consulted with EY regarding: (i) the application of

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accounting principles to a statement if they desirespecific 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 do sothe 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 will be available to respond to appropriate stockholder questions.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 KPMGEY as our independent registered public accounting firm for 2017.2020. 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 itsour stockholders.

The Audit Committee oversees the selection of a  new lead audit engagement partner every five years. The Audit Committee requires key KPMG partners assigned to our audit to be rotated at least every five years. The Audit Committee and its chair oversee the selection process for each new lead engagement partner. Throughout this process, the Audit Committee and management provide input to KPMG about AMC priorities, discuss candidate qualifications and interview potential candidates put forth by the firm. To help ensure continuing auditor independence, the Audit Committee also periodically considers whether there should be a regular rotation of the independent auditor.

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 KPMG.EY.

              Representatives from KPMG and EY are expected to attend the 2020 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” "FOR"ratification of the selection of KPMGEY as our independent registered public accounting firm for 2017.2020.

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