Sector: Communication
AMC ENTERTAINMENT HOLDINGS INC CLA · Meeting: September 24, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Election of Directors (Proposal 2a — if Proposal 1 approved; Proposal 2b — if Proposal 1 not approved)
Against Analysis
Mr. Aron has served as CEO and director since January 2016, meaning his entire tenure overlaps with AMC's catastrophic stock performance: the shares have lost approximately 95% of their value over three years while the company's own peer group gained about 65% on average, a gap of nearly 160 percentage points — far exceeding the 20-percentage-point trigger that applies when a stock has declined in absolute terms. The five-year record is equally poor (-99.2% vs. peers +120.0%), so no mitigating longer-term track record exists. As the executive director with the most direct accountability for company strategy and performance, a vote AGAINST is warranted under the TSR trigger.
Ms. Clark joined the board in January 2023, giving her roughly three and a half years of tenure that meaningfully overlaps the three-year measurement period. During her tenure, AMC's stock has fallen drastically while peers gained strongly. Although she joined after some of the earlier underperformance was established, her tenure covers the full three-year window used for the trigger, and the gap (-159.8 percentage points) is so large that the trigger clearly applies. The five-year record offers no mitigant given that the five-year gap is even wider.
Mr. Koch has served as a director since October 2014, meaning his tenure fully and completely overlaps the three-year and five-year measurement periods during which AMC's stock has been catastrophically underperforming its peers. The -159.8 percentage point three-year gap far exceeds the 20-point trigger, and the five-year gap is even worse, so no mitigating longer-term track record exists. A vote AGAINST is warranted.
Mr. Lader has served as a director since June 2019 and as Lead Independent Director since July 2021, giving him full overlap with both the three-year and five-year measurement periods. AMC's stock has declined approximately 95% over three years while peers gained 65%, and the five-year record is equally dismal. As Lead Independent Director, Mr. Lader bears particular accountability for board oversight. A vote AGAINST is warranted.
Mr. Locke has served as a director since February 2016, giving him full overlap with the entire underperformance period under review. The three-year stock performance gap of -159.8 percentage points versus peers vastly exceeds the 20-point trigger, and the five-year record is no better. A vote AGAINST is warranted.
Ms. Putnam joined the board in January 2023, giving her approximately three and a half years of tenure that fully overlaps the three-year measurement period. While she joined after some earlier underperformance had already occurred, her tenure covers the entire three-year window and the gap (-159.8 percentage points) is extreme. No five-year mitigant is available. A vote AGAINST is warranted.
Dr. Saich has served as a director since August 2012 and chairs the Compensation Committee, making him particularly accountable for the pay-for-performance disconnect at AMC. His tenure fully overlaps both the three-year and five-year measurement periods, and both show extreme underperformance versus peers with no mitigating track record. A vote AGAINST is warranted.
Mr. Sussman has served as a director since May 2019, giving him full overlap with the three-year and five-year measurement periods. AMC's stock has lost approximately 95% over three years while peers gained 65%, and the five-year picture is even worse. No mitigating longer-term track record exists. A vote AGAINST is warranted.
For Analysis
Mr. Glover joined the board in September 2024, which is less than 24 months before the meeting date. Under the policy, directors who joined within the past 24 months are exempt from the TSR trigger because they have not had a reasonable opportunity to influence company performance. No other disqualifying factors are present.
Ms. Jain joined the board in March 2024, which is within the 24-month exemption window. She is therefore exempt from the TSR trigger. She serves as Audit Committee Chair and has been designated an audit committee financial expert, which is a positive qualification indicator. No other disqualifying factors are present.
AMC's stock has declined approximately 95% over three years while the company's own peer group returned roughly +65% on average — a gap of nearly 160 percentage points that vastly exceeds the 20-point trigger threshold applicable when a stock has negative absolute returns. Eight of ten director nominees have served long enough (more than 24 months) to be subject to this trigger, and the five-year record offers no mitigant. Only two nominees — Marcus Glover (joined September 2024) and Sonia Jain (joined March 2024) — fall within the 24-month exemption and receive a FOR vote. All eight longer-tenured nominees receive an AGAINST vote based on sustained, severe stock underperformance relative to peers. Note: Proposal 2a applies if Proposal 1 (declassification) is approved; Proposal 2b applies if Proposal 1 fails and covers only Clark, Jain, and Putnam — in that scenario Jain receives FOR and Clark and Putnam receive AGAINST.
CEO
Adam M. Aron
Total Comp
$14,975,072
Prior Support
N/A
AMC's CEO received total compensation of approximately $15 million for 2025, a year in which the stock declined further and remains down approximately 95% over three years — one of the worst performances in its peer group, which gained roughly 65% on average over the same period. This represents a severe pay-for-performance disconnect: above-benchmark incentive pay is being awarded to executives while shareholders have lost nearly all of their investment relative to peers. Compounding the concern, the proxy discloses that performance stock award goals for both the 2024 and 2025 tranche years were modified mid-cycle, which undermines the credibility of the performance conditions and makes the variable pay function more like guaranteed compensation. These factors together — extreme TSR underperformance versus peers, large executive pay packages, and weakened incentive plan rigor — require a vote AGAINST the executive compensation program.
Auditor
Ernst & Young LLP
Tenure
6 yrs
Audit Fees
$4,157,095
Non-Audit Fees
$1,043,713
EY has served as AMC's auditor since 2020, giving it approximately six years of tenure — well below the 25-year threshold that would raise independence concerns. The non-audit fees (audit-related fees of $648,016 plus tax fees of $395,697, totaling $1,043,713) represent approximately 25% of the core audit fees of $4,157,095, which is comfortably below the 50% threshold that would trigger a concern about independence. EY is a Big 4 firm fully adequate for a company of AMC's size and complexity. No material restatements or other red flags are present.
This ballot is dominated by a governance improvement package (board declassification, written consent rights, special meeting rights) that deserves strong support, alongside serious concerns about director accountability and executive pay. AMC's stock has lost approximately 95% of its value over three years while peers gained roughly 65% on average — one of the most severe underperformance gaps in this analysis — triggering AGAINST votes on eight of ten director nominees and on the executive compensation program, while two recently-appointed directors (Glover, Jain) receive FOR votes given their short tenure.
20 companies disclosed in 2026 proxy filing
