Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Certificate Amendment (as defined below) and the Bylaws Amendment (as defined below) affect the rights of the holders of the Company's common stock with respect to the election of directors to the Board of Directors (the "Board") of AMC Entertainment Holdings, Inc. (the "Company").

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2020, the Company held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the second amendment to the Company's 2013 Equity Incentive Plan (the "EIP") to increase the number of shares available for awards under the EIP by 5,226,000 shares to 15,000,000 (the "EIP Amendment"). Other than the increase in shares, no other changes were made to the terms of the EIP.

The foregoing summary of the EIP Amendment does not purport to be complete and is qualified in its entirety by reference to the EIP Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting on July 29, 2020, the Company's stockholders approved an amendment (the "Certificate Amendment") to Article V.A. of the Company's Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to immediately declassify the Board. Pursuant to the Certificate Amendment, the term of each director serving as of the date of the Annual Meeting expired at the Annual Meeting, and commencing with the Annual Meeting, all directors will be elected for one-year terms expiring at the next succeeding annual meeting of stockholders, rather than three-year terms. The Certificate Amendment was filed with the Secretary of State of Delaware on July 29, 2020.

The Board also approved, effective upon stockholder approval of the Certificate Amendment and the filing of the Certificate Amendment with the Secretary of State of Delaware, an amendment (the "Bylaws Amendment") to Article III Section 2 of the Company's Third Amended and Restated Bylaws to declassify the Board as described above.

The foregoing summary of the Certificate Amendment and the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate Amendment and the Bylaws Amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and both of which are incorporated herein by reference.





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

On July 29, 2020, the Company held the Annual Meeting. The matters submitted to stockholders at the Annual Meeting and the voting results were as follows:

Proposal No. 1: Amendment to the Certificate of Incorporation

Stockholders approved the Certificate Amendment to immediately declassify the Board.

For Against Abstain Broker Non-Votes 166,926,549 249,035 142,773 25,268,978

Item No. 2(a): Election of Directors

Because Proposal No. 1 was approved, stockholders voted to elect ten directors each to hold office for a one-year term. Stockholders elected all of the director nominees to office for terms expiring at the Company's 2021 annual meeting of stockholders.



                                                           Broker Non-
Nominee                              For       Withheld       Votes
Mr. Adam M. Aron                 162,919,004   4,399,353   25,268,978
Mr. Howard W. "Hawk" Koch, Jr.   160,084,743   7,233,614   25,268,978
Mr. Philip Lader                 163,196,200   4,122,157   25,268,978
Mr. Gary F. Locke                160,261,188   7,057,169   25,268,978
Ms. Kathleen M. Pawlus           166,186,125   1,132,232   25,268,978
Dr. Anthony J. Saich             163,032,389   4,285,969   25,268,978
Mr. Adam J. Sussman              166,605,915    712,442    25,268,978
Mr. Lee E. Wittlinger            162,999,838   4,318,519   25,268,978
Mr. Maojun (John) Zeng           158,886,458   8,431,899   25,268,978
Mr. Lin (Lincoln) Zhang          161,991,509   5,326,848   25,268,978

Proposal No. 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2020.



    For       Against   Abstain   Broker Non-Votes
191,283,255   820,123   483,987          0

Proposal No. 4: Non-Binding Advisory Vote on Executive Compensation

Stockholders approved, on a non-binding advisory basis, the compensation paid to our named executive officers.



    For        Against    Abstain   Broker Non-Votes
161,035,735   6,037,623   245,000      25,268,978








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Proposal No. 5: Non-Binding Advisory Vote on the Frequency of the Non-Binding Advisory Vote on Executive Compensation

Stockholders selected one year as the frequency of the non-binding advisory vote on the compensation of our named executive officers.




 Annually     Every Two Years   Every Three Years   Abstain   Broker Non-Votes
165,947,713       122,657           1,093,288       154,699      25,268,978

In light of the stockholder vote, the Board has determined that it will include a non-binding advisory stockholder vote on named executive officer compensation in our proxy materials every year until the next required non-binding advisory vote on the frequency of stockholder non-binding advisory votes on executive compensation.

Proposal No. 6: Amendment to the 2013 Equity Incentive Plan

Stockholders approved the EIP Amendment to increase the number of shares available for awards under the EIP by 5,226,000 shares to 15,000,000.

For Against Abstain Broker Non-Votes 165,640,055 1,553,844 124,458 25,268,978

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.
Exhibit No.     Description
        3.1       Certificate of Amendment to the Third Amended and Restated
                Certificate of Incorporation of AMC Entertainment Holdings, Inc.,
                dated as of July 29, 2020.
        3.2       Amendment to the Third Amended and Restated Bylaws of AMC
                Entertainment Holdings, Inc., effective as of July 29, 2020.
       10.1       Second Amendment to the AMC Entertainment Holdings, Inc. 2013
                Equity Incentive Plan, approved as of July 29, 2020.
          104   Cover Page Interactive Data File (embedded within the Inline XBRL
                document).








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