Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective September 12, 2024, the Board of Directors (the “Board”) of AMC Entertainment Holdings, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, fixed the number of directors constituting the Board at 11 directors and elected Marcus Glover as a Class I director to serve until the Company’s 2027 Annual Meeting of Stockholders.
The Board has affirmatively determined that Mr. Glover qualifies as an “independent director” under the New York Stock Exchange listing requirements and meets the heightened standards of independence for audit committee membership under the applicable rules of the Securities and Exchange Commission (the “SEC”). The Board has also determined that Mr. Glover qualifies as an “audit committee financial expert” under the criteria set forth in Item 407(d)(5) of Regulation S-K. The Board appointed Mr. Glover to serve on the Audit Committee of the Board.
Mr. Glover will receive the standard compensation for non-employee directors, as described in the section entitled “Non-Employee Director Compensation” in the Company’s proxy statement filed with the SEC on April 24, 2024. In addition, Mr. Glover has an indemnification agreement with the Company pursuant to which the Company will indemnify him from certain liabilities that may arise by reason of his status as a director and to advance certain expenses incurred by him. The form of indemnification agreement was filed as Exhibit 10.26 to the Company’s Form S-1 Registration Statement, filed with the SEC on November 22, 2013, as amended, and the terms of the indemnification agreement are incorporated herein by reference.
There are no arrangements or understandings between Mr. Glover and any other persons pursuant to which he was selected to be a director of the Company. There are no transactions between Mr. Glover, on the one hand, and the Company on the other, that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 7.01. Regulation FD Disclosure.
On September 16, 2024, the Company issued a press release announcing the election of Mr. Glover to the Board.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
