AMC Entertainment Holdings, Inc. (AMC) Earnings Call Transcript & Summary

Good afternoon, everyone. Welcome to the 2025 Annual Shareholder Meeting of AMC Entertainment being held here in person in our Leawood, Kansas headquarters location and also being attended by so many additional shareholders given our additional webcast. I am Adam Aron, Chairman of the Board and CEO of AMC Entertainment Holdings. Before we begin today, I should note that last week, we made a fulsome public announcement about the aftermath surrounding my unexpected visit to a hospital emergency room in London on November 17. Since then, I have received so many well wishes from our shareholders, lenders, studios, filmmakers, vendors, reporters in the press and other constituencies who are interested in AMC. I sincerely, so sincerely want to thank you all for your gracious and kind words of support. And I might add that my recovery since November 17 has been so fast that I am truly delighted to report to you today that the biggest medical challenge I seem to be facing at the moment is a good old-fashioned common cold picked up in the last 72 hours in Kansas City's frigid chilly weather. All things considered, pretty ordinary stuff. Joining me for today's meeting as well is almost our entire Board of Directors who are with us on the phone. I'd like to send an extra special salute their way too. Over the past 3 weeks, each of the members of the AMC Board has been so genuine and empathetic about my recovery. At the same time, though, they also all were ever so professional in being totally committed to fulfilling their sacred obligations to you, our shareholders, to dispassionately assess whether my medical condition might interfere with my ability to continue to lead AMC. The AMC Board deserves high praise for their diligent, skillful and steady hand and in carefully managing through what could have been a delicate situation had my condition been of greater alarm. Speaking of which, as you can hear for yourself, common cold sniffles notwithstanding, that while my voice is not 100% back, it's pretty close, and I'm in good shape. And the recovery in my speech has been so much at a blistering fast pace that as a result, it is now my pleasure and honor to formally call to order the Annual Meeting of our shareholders. At this point, I will hand center stage over to Eddie Gladbach, our General Counsel, who will take us through today's business and act as Chairman of today's meeting. Eddie, you're on.

Thanks, Adam. An agenda outlining today's business has been circulated prior to the meeting. Kelly Schemenauer, AMC's Vice President, Associate General Counsel and Assistant Secretary, will serve as Secretary of today's meeting. She's delivered an affidavit of Computershare, the notice agent for the annual meeting, which states that on October 24, a notice of meeting was mailed to stockholders of record as of the close of business on October 13, the record date for the meeting. This affidavit will be filed with the minutes of the meeting. Ms. Schemenauer will now discuss the procedures for transacting the business of the meeting.

Good afternoon. The meeting will take place as described in the agenda. A quorum of stockholders is present in person or via proxy. Rules and procedures for the meeting were filed with the SEC on December 3 and are printed on the back of the agenda. When a proposal is before the meeting for consideration, questions and comments should be limited to that proposal. An opportunity will be provided at a designated time for other questions relevant to the company's business. If you wish to make a statement about a pending proposal, please raise your hand to be recognized. Once you are recognized, we will bring you a microphone and you will state your name and whether you are a stockholder or a proxy holder. If you are a proxy holder, please state the name of the stockholder that granted the proxy. Please keep statements brief and limited to the specific item up for discussion. We may have to interrupt any statement that continues for an unreasonable amount of time. Speakers will be limited to a maximum of 2 minutes. You may not record the proceedings today and phones or other recording devices are not permitted in the meeting room. Anyone disrupting the orderly conduct of the business or acting in a threatening manner toward fellow stockholders or AMC employees will be asked to leave the premises and if necessary, escorted out by security personnel. If you have not already submitted your vote and would like to do so during the meeting, you may do so on the ballot provided at check-in. Ballots will be collected at the conclusion of the business items on the agenda. Ballots not received when called for, will not be counted. We will announce the preliminary results at the conclusion of the meeting. Final results will be published in an 8-K filing with the SEC.

Thank you, Kelly. The Board of Directors has appointed Jeff Bennett and Kelly Schemenauer to act as inspectors of election for the meeting. They signed an oath to act as inspectors, which will be filed with the minutes of the meeting. The inspectors have the registered list of stockholders as of the record date for determining stockholders eligible to vote today. With a quorum present, I declare the meeting duly and lawfully convened and now declare the polls open. Except for proposal 1, the polls will remain open until all items of business have been presented and discussed and the tabulation of the votes has been completed. The polls will close for Proposal 1 after any questions or comments have been discussed with respect to that proposal. We are aware that there is considerable interest in knowing how many shares have voted for this meeting. Number of shares voted prior to the meeting today is approximately 301 million shares, which is about 59% of our outstanding shares on the record date. That number includes broker discretionary voting on certain items such as ratification of our auditors. For nonroutine items on which brokers cannot submit discretionary votes without instructions from the beneficial owner, we only have about 36% participation. We would remind our shareholders that voting is an important opportunity and encourage you to do that in the future. The first item of business is an amendment of the company's certificate of incorporation to declassify the Board of Directors, shorten all existing terms to expire at this meeting and remove restrictions on the number of directors. The amendment, along with the reasoning therefore, is set forth in the proxy statement, and the Board of Directors recommends approval of this proposal. Are there any questions or comments? Seeing none, I declare the polls on this proposal closed, and we'll proceed with the agenda. The next item of business is the election of directors. However, before proceeding, we will determine the outcome of the vote on Proposal 1. Kelly, do you have those results?

Yes. Based on the proxies received prior to the meeting and the number of shares present at the meeting, Proposal 1 has not obtained the support of a majority of the company's outstanding stock and therefore, has failed.

Since Proposal 1 has failed, we'll proceed with Proposal 2b to elect Class II directors for a term ending at the 2028 Annual Meeting. As disclosed in the proxy statement, the candidates for director who have been nominated by the Board are Adam Aron, Howard Koch and Anthony Saich. Kathleen Pawlus, a Class II Director, is retiring from the Board and is not standing for reelection. I'd like to thank [indiscernible]. In accordance with the company's bylaws, stockholders are required to provide advanced notice of their intent to nominate candidates for director. No such notice having been properly received and therefore, no additional nominations can be accepted at this time. I declare the nominations for director closed. Are there any questions and comments on the election? Seeing none, we'll proceed with the agenda. The next item of business is an amendment to the company's certificate of incorporation to eliminate the prohibition against stockholders acting by written consent. The amendment along with the reasoning therefore, is set forth in the proxy statement, and the Board recommends voting in favor of this proposal. Are there any questions or comments? Seeing none, we will proceed to proposal 4. Proposal 4 is an amendment to the company's certificate of incorporation to remove the limitation on stockholders' ability to call special meetings. The amendment along with the reasoning therefore is set forth in the proxy statement, and the Board recommends approval of this proposal. Are there any questions or comments? Seeing none, we will proceed to Proposal 5. Proposal 5 is an amendment to the company's certificate of incorporation to increase the total number of authorized shares of common stock. The amendment along with the reasoning therefore, is set forth in the proxy statement, and the Board recommends approval of this proposal. Are there questions or comments on this proposal? We will proceed to proposal 6. Proposal 6 is a proposal to ratify appointment of Ernst & Young LLP as the company's independent public accounting firm for 2025. I'd like to recognize representatives from Ernst & Young, who are with us today, Kim Rock and Andy Gigstad. The Board of Directors recommends approval of this proposal. Are there any questions or comments? Seeing none, we will proceed. Next item of business is to approve compensation of the company's named executive officers. This proposal is a nonbinding stockholder advisory vote. The company's executive compensation is discussed in the proxy statement, and the Board recommends approval of this proposal. Are there any questions or comments? Seeing none, we will move to the final proposal. The final proposal before the meeting is a proposal to adjourn the meeting, if necessary, to permit further solicitation of proxies in the event there are insufficient votes to adopt the proposals. Board of Directors recommends approval of this proposal. Any questions or comments? Seeing none, I will now declare the polls closed. If you have not voted or wish to change your vote, you may do so by marking your ballot. [Voting]

Are there any ballots that need to be collected at this time? Seeing none -- okay. Thank you. We've collected the ballots. We'll now briefly recess the meeting. While we are recessed, we'd like to invite Sean Goodman, the company's Executive Vice President, International Operations, Chief Financial Officer and Treasurer; and Dan Ellis, the company's Executive Vice President, Chief Operations Development and Marketing Officer, to join Adam to address any questions that stockholders may have relevant to the company's operations or business. We would remind everyone that some of the comments may contain forward-looking statements that are based on management's current expectations. Numerous risks, uncertainties and other factors may result -- may cause actual results to differ materially from those that might be expressed today. Many of the risks and uncertainties are discussed in our public filings, including our most recent 10-K. Several of the factors that will determine the company's future results are beyond the ability of the company to control or predict. In light of the uncertainties inherent in any forward-looking statement, you are cautioned not to place undue reliance on these statements. AMC undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information or future events. If you have questions relating to the company, but not to matters already voted on at the meeting, you may raise them now. Only matters that concern all stockholders should be raised. Any matter of individual concern should be raised after the meeting when representatives of the company will respond to your questions. To allow all stockholders an opportunity to participate, each stockholder will be limited to one question with one follow-up. To ensure questions can be answered, any individual speaker will be limited to a maximum of 2 minutes. Please raise your hand to be recognized and the microphone will be brought to you. Please begin your question by stating your name and where you're from.

And as we're looking for questions, and I'd just say it's nice to see several shareholders joining us today.

Adam, my name is Larry. It's good to see you after 3 years here coming. My question, we really had questions for you, but I'm not going to ask them. I'd just rather wish you all happy holidays and a prosperous New Year since it is that time of season. And I really love my AMC like tree things.

Appreciate it.

Can I emphasize in your comment that we have a prosperous new year.

My name is [ Cory Seaman ] I'm a shareholder. Good to see you again. If we're going to be tied about the [indiscernible] I'm going to speed read, I'd rather just speak from the heart, but I just don't want to be.

But speed read loud, so I can hear you.

Yes, sir. Glad to see you're doing well from the stroke. I appreciate you giving all that you have to the company. This year, I want to bring up something from my line of work in real estate tax appeals, the fun world of real estate tax appeals. It shows an opportunity to build complementary partners. So assuming that the newly authorized shares are going to hit the market, I would prefer that we look for partners. And I want to give you an example of what I saw in Missouri recently. We have an AMC Theater in Creve Coeur, and that's on the books for $11 million value, which is a $3.5 million assessment and it ends up being a $335,000 tax bill. I know we don't own that property, but what happens if we are a triple net lease or gross modified either pass-through or gets built into the rent, then we are hitting that expense on our operating expenses. And so as an example, that one got appealed by the property owner, which is also the manager. And they don't have the same incentive that we do because it gets passed through to us, right? And so in that case, they hired someone that's about to retire, and that person didn't get an appeal because they didn't submit any exhibits, whereas Marcus Theatres right down the road did provide exhibits, got a $3 million reduction, ended up getting $100,000 savings on that one property, which is $200,000 over 2 years. And it's just something that I would like us to look into to align our incentives with the people appealing those properties. Side note, I do work for an appeal firm and can help. But what I want us to do is look at other operating expense line items, and we look for ways that we could create revenue because that -- if we took our 430 properties across our portfolio and saved 20% on 25% of those, our tax bill is at least $150 million north or north of that, right? Most of our properties are in higher value than Missouri. And in any case, that's going to be at least $7.5 million in net revenue for our company. So you have to pay for goods and services. And I'm suggesting with our new shares, we look for ways to bring on partners and pay them where they have the flexibility to pay them in equity and cash rather than just giving it to the lenders or the market makers who previously in 2021 may have sold us $200 shares, but they're now recouping for $2. And so now we're building complementary partners. And just to look for that initiative and look at the other operating expenses, we're becoming more efficient. We're building partners. Please take a look at what we can do there.

So let me just respond by saying thank you for the interesting comments. I would tell you that we do have a tax department here, which is hyperactive and challenging property taxes all over the United States and even in other jurisdictions, we're still fighting property tax assessments in Canada that we vacated as a country over a decade ago. So this is not an area that is being ignored by AMC. It's a big opportunity for savings, and we're chasing it as hard as we can.

If there are no other questions, we will reconvene the meeting. I understand that a preliminary report of the inspector of election is ready. Kelly, will you please announce the preliminary results of the stockholder votes?

The preliminary report of the inspectors of election indicates that Proposal 1, to amend the certificate of incorporation to declassify the Board has failed. Mr. Aron Mr. Koch and Mr. Saich have been elected as directors. Proposal 3, to amend the Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent has failed. Proposal 4, to amend the certificate of incorporation to remove the limitation on stockholders' ability to call special meetings has failed. Proposal 5, to amend the certificate of incorporation to increase the total number of authorized shares of common stock has been approved. Proposal 6, to appoint Ernst & Young LLP as the company's independent public accounting firm for 2025 has been ratified. Proposal 7, the nonbinding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement, has obtained the support of a majority of votes cast. The stockholders have approved proposal 8 for adjournment of the meeting to a later date, if necessary, to permit further solicitation of proxies for the foregoing proposals. However, adjournment of the meeting was deemed not necessary.

Thank you, Kelly. I hereby request that the final report of the inspectors of election be filed with the minutes of this meeting. With that, Adam, I will turn it over to you to adjourn us.

And I would like to, if I can just make one comment about the shareholder votes. In essence, in all cases where a majority of votes cast was needed for passage, the shareholders who voted their votes did, in fact, cast a majority of the votes cast. On the other matters that failed, interestingly, also a majority of the votes that were cast were in favor of each of the proposals. But under the Delaware standard for those other matters, it's not the law that we just need a majority of the votes cast, we need a majority of the votes outstanding. And in many cases, not enough shareholders actually voted for us to get a majority of the votes cast even though majority of votes outstanding, even though the majority of the votes cast were in favor. So it's just one more reminder to us all as shareholders, next year, vote your votes. Because the will of the shareholders is actually being defeated, not because the shareholders are opposed to these measures, but because not enough shareholders are actually taking the time or trouble to vote. With that, we've covered the business of the meeting. Dan, Sean and I, along with Eddie and Kelly and our auditors, E&Y, [indiscernible], we're going to stick around in case you want to talk to us individually after the meeting. And with that, the 2025 Meeting of Shareholders of AMC Entertainment Holdings is hereby adjourned. Thank you one and all.