Form 8-K

8-K — AMC ENTERTAINMENT HOLDINGS, INC.

Accession: 0001104659-26-110465

Filed: 2026-09-24

Period: 2026-09-24

CIK: 0001411579

SIC: 7830 (SERVICES-MOTION PICTURE THEATERS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

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0001411579

2026-09-24

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 24, 2026

AMC

ENTERTAINMENT HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33892

26-0303916

(State

or Other Jurisdiction of

(Commission

File Number)

(I.R.S. Employer Identification

Incorporation)

Number)

One AMC Way

11500 Ash Street, Leawood, KS 66211

(Address of Principal Executive Offices, including

Zip Code)

(913)

213-2000

(Registrant’s Telephone Number, including

Area Code)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Class A common stock

AMC

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the AMC Entertainment Holdings, Inc. (the

“Company”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”) held on September 24, 2026, the Company’s

stockholders approved an amendment to the AMC Entertainment Holdings, Inc. 2024 Equity Incentive Plan (the “2024 EIP”)

to increase the total number of shares of the Company’s Class A common stock (“Common Stock”) subject to the 2024

EIP from 25,000,000 shares to 50,000,000 shares.

The foregoing summary of the amendment to the 2024

EIP does not purport to be complete and is qualified in its entirety by reference to the First Amendment to the 2024 EIP, a copy of which

is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

A total of 552,889,155 out

of 892,604,638 eligible shares of Common Stock were present in person or represented by proxy at the Annual Meeting. For non-routine matters,

372,425,739 shares of Common Stock participated after excluding broker non-votes. For the non-routine matters of amending the Certificate

of Incorporation, which required approval of a majority of the Company’s outstanding shares of Common Stock, broker non-votes and

abstentions had the same effect as a vote against the proposal. For the routine matters of ratifying appointment of the Company’s

independent registered public accounting firm and adjournment of the Annual Meeting, and the non-routine matters of electing directors,

amending the 2024 EIP, approving executive compensation on an advisory basis and approving the frequency of the advisory vote to approve

executive compensation, broker non-votes and abstentions had no effect on the outcome as they were not considered votes cast.

For purposes of this report,

all share counts are rounded to the nearest whole number and all percentages are rounded to the nearest tenth of a percent. Reported percentages

of votes cast exclude abstentions and broker non-votes.

The matters submitted to stockholders

at the Annual Meeting and the voting results were as follows:

Proposal 1: Amendment of the Certificate of

Incorporation to declassify the Board of Directors, shorten all existing terms to expire at the Annual Meeting, and remove restrictions

on the number of directors

Stockholders failed to approve the amendment

of the Certificate of Incorporation to declassify the board of directors of the Company, shorten all existing terms to expire at the

Annual Meeting, and remove restrictions on the number of directors. While over 97% of votes cast supported the amendment, the

proposal required a majority of the shares outstanding for approval.

% Votes Cast

% Shares Outstanding

For

361,713,796

97.4%

40.5%

Against

9,803,639

2.6%

1.1%

Abstain

908,304

0.1%

Broker Non-Votes

180,463,416

20.2%

Proposal 2(b): Election of Directors

Because Stockholders failed to approve Proposal

1, Proposal 2(a) was not presented to the Stockholders.

Stockholders elected all Class III director

nominees to hold office for terms expiring at the Company’s 2029 annual meeting of stockholders. Nominees required a plurality of

the votes cast for election.

Denise M. Clark

% Votes Cast

% Shares Outstanding

For

336,901,222

90.5%

37.7%

Withheld

35,524,516

9.5%

4.0%

Broker Non-Votes

180,463,416

20.2%

Sonia Jain

% Votes Cast

% Shares Outstanding

For

337,419,207

90.6%

37.8%

Withheld

35,006,531

9.4%

3.9%

Broker Non-Votes

180,463,416

20.2%

Keri S. Putnam

% Votes Cast

% Shares Outstanding

For

337,296,141

90.6%

37.8%

Withheld

35,129,598

9.4%

3.9%

Broker Non-Votes

180,463,416

20.2%

Proposal 3: Amendment of the Certificate of

Incorporation to eliminate the prohibition against Stockholders acting by written consent

Stockholders failed to approve the amendment

of the Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent. While over 97% of votes

cast supported the amendment, the proposal required a majority of the shares outstanding for approval.

% Votes Cast

% Shares Outstanding

For

360,662,336

97.3%

40.4%

Against

10,019,987

2.7%

1.1%

Abstain

1,743,415

0.2%

Broker Non-Votes

180,463,416

20.2%

Proposal 4: Amendment of the Certificate of

Incorporation to remove the limitation on Stockholders’ ability to call special meetings

Stockholders failed to approve the amendment

of the Certificate of Incorporation to remove the limitation on stockholders’ ability to call special meetings. While over 97% of

votes cast supported the amendment, the proposal required a majority of the shares outstanding for approval.

% Votes Cast

% Shares Outstanding

For

360,099,876

97.1%

40.3%

Against

10,906,595

2.9%

1.2%

Abstain

1,419,268

0.2%

Broker Non-Votes

180,463,416

20.2%

Proposal 5: Amendment of the 2024 EIP

Stockholders approved the amendment of the 2024

EIP to increase the total number of shares of Common Stock subject to the 2024 EIP from 25,000,000 shares to 50,000,000 shares. The proposal

required a majority of the votes cast for approval.

% Votes Cast

% Shares Outstanding

For

347,165,059

93.5%

38.9%

Against

24,066,671

6.5%

2.7%

Abstain

1,194,008

0.1%

Broker Non-Votes

180,463,416

20.2%

Proposal 6: Ratification of the Appointment

of the Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst &

Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2026. The

proposal required a majority of the votes cast for approval.

% Votes Cast

% Shares Outstanding

For

527,585,093

96.1%

59.1%

Against

21,359,475

3.9%

2.4%

Abstain

3,944,586

0.4%

Broker Non-Votes

0.0%

Proposal 7: Non-Binding Advisory Vote on Executive

Compensation

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.

% Votes Cast

% Shares Outstanding

For

167,784,104

45.3%

18.8%

Against

202,687,611

54.7%

22.7%

Abstain

1,954,024

0.2%

Broker Non-Votes

180,463,416

20.2%

Proposal 8: Non-Binding Advisory Vote on the

Frequency of the Non-Binding Advisory Vote on Executive Compensation

Stockholders selected, on a non-binding advisory

basis, one year as the frequency of the non-binding advisory vote on the compensation paid to the Company’s named executive officers.

The proposal required a majority of the votes cast for approval.

% Votes Cast

% Shares Outstanding

Annually

359,917,923

97.7%

40.3%

Two Years

1,962,620

0.5%

0.2%

Three Years

6,439,522

1.8%

0.7%

Abstain

4,105,673

0.5%

Broker Non-Votes

180,463,416

20.2%

Proposal 9: Approval of the Adjournment of

the Annual Meeting

Stockholders approved the adjournment of the Annual

Meeting. However, adjournment of the Annual Meeting was deemed not necessary. The proposal required a majority of the votes cast for approval.

% Votes Cast

% Shares Outstanding

For

405,443,077

73.8%

45.4%

Against

143,615,012

26.2%

16.1%

Abstain

3,831,066

0.4%

Broker Non-Votes

0.0%

Item 8.01. Other Events.

In connection with the approval of Proposal 5

as described in Items 5.02 and 5.07 above, the Company plans to file a registration statement on Form S-8 registering 25,000,000

shares of Common Stock for potential future issuances under the 2024 EIP. Consistent with past practice, shares registered for the 2024

EIP will be used for compensatory grants to the Company’s employees, directors, and consultants subject to such vesting conditions

as may be established by the compensation committee of the board of directors and are not available for other purposes, including equity

offerings outside the 2024 EIP.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Exhibit Description

10.1

First Amendment to the AMC Entertainment Holdings, Inc. 2024 Equity Incentive Plan.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

AMC ENTERTAINMENT HOLDINGS, INC.

Date: September 24, 2026

By:

/s/ Edwin F. Gladbach

Name: Edwin F. Gladbach

Title: Senior Vice President, General Counsel and Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2625696d4_ex10-1.htm · Sequence: 2

Exhibit 10.1

FIRST AMENDMENT

TO THE

AMC ENTERTAINMENT HOLDINGS, INC.

2024 EQUITY INCENTIVE PLAN

THIS

FIRST AMENDMENT (this “Amendment”) is approved as of September 24, 2026, for the purpose of amending that certain

AMC Entertainment Holdings, Inc. (the “Company”) 2024 Equity Incentive Plan (the “Plan”), adopted as of June 5,

2024. Capitalized terms used in this Amendment shall have the same meanings given to them in the Plan unless otherwise indicated.

1.    Amendment.

(a)   Section 2.1

of the Plan is hereby amended to read in its entirety as follows:

“2.1

Subject to adjustment in accordance with Section 11, no more than 50,000,000 shares of Common Stock shall be available for the grant

of Awards under the Plan (the “Total Share Reserve”).”

2.     Miscellaneous.

(a)   Except

as amended hereby, the Plan remains in full force and effect.

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