AMC NETWORKS CLASS A INC (AMCX)
Sector: Communication
2026 Annual Meeting Analysis
AMC NETWORKS CLASS A INC · Meeting: June 16, 2026
Directors FOR
3
Directors AGAINST
7
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Mr. Blank has served since October 2022, meaning his tenure fully overlaps the severe 3-year period during which AMCX lost about 50% of its value while the company's disclosed peer group gained over 50% — a gap of more than 100 percentage points, far exceeding the 20-point threshold that triggers a No vote; the 5-year record (AMCX -83% vs peers -7%) confirms this is sustained underperformance, not a temporary dip, so no mitigation applies.
Mr. Vogel has served since 2013 and his tenure fully encompasses the period during which AMCX massively underperformed its peers both over 3 years (gap of more than 100 percentage points) and over 5 years (gap of nearly 76 percentage points), meeting the trigger for a No vote with no mitigating 5-year track record to offset it.
Mr. Dolan has served since 2011 and his tenure fully overlaps both the 3-year and 5-year periods of severe underperformance relative to peers; additionally, as the sitting CEO of at least three separate public companies (MSG Sports, MSG Entertainment, and Sphere Entertainment), he holds more than two outside board seats while serving as a CEO elsewhere, which our policy flags as overboarding that undermines his ability to serve shareholders adequately.
Mr. Aidan Dolan has served since June 2021, covering essentially the full 3-year and most of the 5-year underperformance periods; he is the son of the Chairman and step-son of the CEO, raising concern about independent oversight, and his disclosed experience — managing a band and launching an apparel line — provides limited basis for effective oversight of a complex media company, making a No vote appropriate on both the TSR trigger and qualifications grounds.
Mr. Thomas Dolan has served since 2011, meaning his tenure fully encompasses both the 3-year and 5-year periods of severe underperformance relative to peers; as brother of the Chairman and brother-in-law of the CEO, his ability to provide independent oversight is also in question, reinforcing the No vote under the TSR trigger.
Mr. Sweeney has served since 2011 and his tenure fully overlaps both the 3-year and 5-year periods during which AMCX dramatically underperformed its peer group; as brother-in-law of both the Chairman and the CEO, his independence is also a concern, supporting a No vote.
Mr. Tese has served since 2016, covering the full 3-year and 5-year periods of sustained underperformance relative to peers (gaps of over 100 percentage points and 75 percentage points respectively), both of which exceed the applicable trigger thresholds with no 5-year mitigation available.
For Analysis
Ms. Perelman joined the board in June 2023, which is within the 24-month new-director exemption period under our policy, so she cannot be held accountable for stock underperformance that predates or largely preceded her tenure; no other disqualifying flags are present.
Mr. Cox joined the board in July 2024, which falls within the 24-month new-director exemption, so he cannot be held responsible for stock underperformance that occurred before or largely before his appointment; no other disqualifying flags are present, though his primary qualification appears to be legal/dispute resolution expertise and his family connection to the Dolan family is noted.
Ms. Dolan was appointed to the board only in March 2026, well within the 24-month new-director exemption, so the TSR trigger does not apply to her in her director capacity; as CEO she is accountable for company performance through the Say on Pay vote, which is assessed separately under Proposal 3.
Of the ten director nominees, seven receive a No vote and three receive a For vote. The No votes are driven primarily by severe, sustained stock underperformance — AMCX has lost nearly 50% over three years while its disclosed peer group gained over 50%, a gap of more than 100 percentage points that far exceeds the 20-point policy threshold. Three directors (Perelman, Cox, and Kristin Dolan) qualify for the 24-month new-director exemption and are voted For. Additional concerns include overboarding for Chairman James L. Dolan (sitting CEO of multiple public companies) and familial entanglement throughout the Class B slate, which is dominated by Dolan family members and their in-laws.
Say on Pay
✓ FORCEO
Kristin Dolan
Total Comp
$12,525,644
Prior Support
92%%
The prior year Say on Pay vote received 92% support, well above the 70% threshold that would require visible changes, and the compensation structure appears sound: 81% of the CEO's total target pay is at risk (variable), which comfortably exceeds the 50-60% policy minimum. While AMCX's stock has severely underperformed peers over the 3-year period, the incentive pay structure uses meaningful performance conditions tied to AOI, free cash flow, and net revenues with pre-set targets, and actual payouts (annual bonus at 101% of target, long-term cash performance awards at 106.1% of target) reflect modest above-target performance on those internal metrics rather than windfall payouts disconnected from outcomes; additionally, a new special CEO performance award is explicitly tied to demanding stock price hurdles ranging from $9.50 to $17.50, directly linking future compensation to shareholder value creation. The overall pay program passes the policy screens.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,568,000
Non-Audit Fees
$374,000
KPMG's non-audit fees for 2025 (audit-related fees of $35,000, tax fees of $141,000, and all other fees of $198,000, totaling $374,000) represent approximately 14.6% of the core audit fee of $2,568,000, which is well within the 50% threshold; KPMG is a Big 4 firm appropriate for a company of this size; auditor tenure is not disclosed in the proxy, which is a minor negative, but per policy this alone does not trigger a No vote; the ratification vote is therefore supported.
Overall Assessment
The 2026 AMC Global Media annual meeting features a closely watched director election where seven of ten nominees receive No votes due to catastrophic stock underperformance — the company has lost nearly 50% over three years while its disclosed peer group gained over 50%, a gap of more than 100 percentage points — compounded by Dolan family control and overboarding concerns for the Chairman; the Say on Pay vote is supported given strong prior-year shareholder approval, a well-structured variable pay program with genuine performance conditions, and a new CEO award tied directly to stock price hurdles that align executive pay with shareholder outcomes.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing