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AMC

AMC Entertainment Holdings, Inc.

September 25, 2026 • Author: Phil Ratcliff • AMC
Item Proposal Vote
1 To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation (our "Certificate of Incorporation") to declassify our Board of Directors, shorten all existing terms of directors to expire at the Annual Meeting, and remove restrictions on the number of directors. ✓ For
2a If Proposal No. 1 is approved, to elect to our Board of Directors the following nominees for terms expiring at the 2027 Annual Meeting:
2a.01 Mr. Adam M. Aron Withhold
2a.02 Ms. Denise M. Clark ✓ For
2a.03 Mr. Marcus Glover ✓ For
2a.04 Ms. Sonia Jain ✓ For
2a.05 Mr. Howard W. "Hawk" Koch, Jr. ✓ For
2a.06 Mr. Philip Lader ✓ For
2a.07 Mr. Gary F. Locke ✓ For
2a.08 Ms. Keri S. Putnam ✓ For
2a.09 Dr. Anthony J. Saich ✓ For
2a.10 Mr. Adam J. Sussman ✓ For
2b If Proposal No. 1 is not approved, to elect to our Board of Directors the following nominees for terms expiring at the 2029 Annual Meeting:
2b.01 Ms. Denise M. Clark ✓ For
2b.02 Ms. Sonia Jain ✓ For
2b.03 Ms. Keri S. Putnam ✓ For
3 To approve an amendment to our Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent. ✓ For
4 To approve an amendment to our Certificate of Incorporation to remove the limitation on stockholders' ability to call special meetings. ✓ For
5 To approve an amendment to our 2024 Equity Incentive Plan (the "2024 EIP") to increase the total number of shares of Class A Common Stock subject to the 2024 EIP from 25,000,000 shares to 50,000,000 shares. ✓ For
6 To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026. ✓ For
7 To conduct a non-binding advisory vote to approve the compensation of named executive officers. ✗ Against
8 To conduct a non-binding advisory vote on the frequency of the non-binding advisory vote to approve the compensation of named executive officers. 1 Year
9 To approve one or more adjournments of the Annual Meeting, if necessary, to permit further solicitation of proxies if there are insufficient votes to adopt the foregoing proposals. ✓ For
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