Losing four out of five at AMC

Movie theater chain AMC Entertainment held its annual meeting on Thursday. On the plus side, they filed the 8-K by the end of the day. And with one exception, the nine proposals that shareholders were asked to vote for (not quite as many as the 14 proposals on the upcoming California ballot, but close!) all went the company’s way.

Care to guess which one didn’t? Bingo: it was the so-called “Say on Pay”, where shareholders get to vote on executive compensation courtesy of Dodd-Frank and the company gets to ignore the results. I’m only being slightly flippant here.

At AMC, the vote was 202.7 million opposed to the executive pay structure and 167.7 million in favor. In describing those results, the company wrote, “Stockholders failed to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers. The proposal required a majority of the votes cast for approval.”

But here’s what’s missing from that statement: we have heard our investors and plan to make the following changes.

What makes this even more interesting is that when I went back and looked at prior annual meeting results, AMC lost this vote 4 out of the past 5 years. The only time it passed was in 2025 when the vote-count was 96.4 million votes in favor and 86.3 million votes opposed. If you’re paying careful attention, you’ll notice that the number of outstanding shares essentially doubled between last year’s annual meeting on Dec. 10, 2025 and the meeting on Thursday. That’s because investors approved (by a wide margin of 85.6% in favor and 14.4% opposed) to increase the number of shares.

What makes this even more interesting is that AMC stock has increased sharply this year, climbing over 85% year-to-date, which far outperformed various market indices. Still, the five-year performance of the stock is pretty scary to look at, falling over 98%.

Of course, losing four out of five votes over the past five years is nothing when compared with what I believe to be the all-time record for losing votes on Say on Pay: Tutor Perini. For 14 straight years, shareholders rejected the company’s executive compensation. And, then, earlier this year, the 15th anniversary of Dodd-Frank, shareholders finally voted in favor.

So perhaps there’s still hope for AMC.