DEF 14A of Amc Entertainment Holdings, Inc., Apr 24, 2024

DEF 14A of Amc Entertainment Holdings, Inc.

Filed Apr 24, 2024 · FY20230001104659-24-050911

Open on EDGAR

  1. ALL STOCKHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS

    | Pension and Other Retirement Plans | 66 | | Nonqualified Deferred Compensation | 67 | | Potential Payments Upon Termination or Change of Control | 67 | | Employment Agreements | 67 | | Equity Compensation Plan Information | 69 | | Pay Ratio Disclosure | 69 | | Pay versus Performance | 70 | | PROPOSAL 7: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 74 | | PROPOSAL 8: APPROVAL OF THE 2024 EQUITY INCENTIVE PLAN | 75 | | PROPOSAL 9: ADJOURNMENT OF ANNUAL MEETING | 84 | | OTHER INFORMATION | 85 | | Costs of Proxy Statement | 85 | | Delivery of Stockholder Documents | 85 | | STOCKHOLDER PROPOSALS | 86 | | AVAILABILITY OF REPORT ON FORM 10-K | 87 | | APPENDIX A | A-1 | | APPENDIX B | B-1 | | APPENDIX C | C-1 | | APPENDIX D | D-1 | | APPENDIX E | E-1 | | APPENDIX F | F-1 |

  2. PROPOSAL 2(a) OR 2(b) ELECTION OF DIRECTORS

    PROPOSAL 2(a) OR 2(b) ELECTION OF DIRECTORS At the Annual Meeting, depending upon the outcome of the vote on Proposal 1, stockholders will either (i) vote to elect ten unclassified directors to hold a one-year term of office from the date of their election until the Company’s 2025 annual meeting and until their successors are duly elected and qualified or (ii) vote to elect three individuals to be elected as Class I directors to hold a three-year term of office from the date of their election until the Company’s 2027 annual meeting and until their successors are duly elected and qualified. If Proposal 1 is approved, stockholders will vote on Proposal 2(a) at the Annual Meeting. Pursuant to Proposal 2(a), ten individuals are to be elected as unclassified directors to hold a one-year term of office from the date of their election until the Company’s 2025 annual meeting and until their successors are duly elected and qualified. Under Proposal 2(a), the ten nominees for election as directors are: Adam M. Aron, Denise M. Clark, Sonia Jain, Howard W. “Hawk” Koch, Jr., Philip Lader, Gary F. Locke, Kathleen M. Pawlus, Keri S. Putnam, Anthony J. Saich, and Adam J. Sussman. If Proposal 1 is not approved, stockholders will vote on Proposal 2(b) at the Annual Meeting. Pursuant to Proposal 2(b), three individuals are to be elected as Class I directors to hold a three-year term of office from the date of their election until the Company’s 2027 annual meeting and until their successors are duly elected and qualified. Under Proposal 2(b), the three nominees for election as Class I directors are: Philip Lader, Gary F. Locke, and Adam J. Sussman. The Nominating and Corporate Governance Committee and the Board believe that the nominees under either Proposal 2(a) or Proposal 2(b) have the requisite qualifications to oversee our business. Set forth below, you will find certain information for each of the directors, which we believe demonstrates the directors’ qualifications to serve on the Board. Regardless of whether voting on Proposal 2(a) or Proposal 2(b), the Board recommends a vote “FOR” each of the nominees. Each of the biographies of the nominees for election as directors below contains information regarding the person’s service as a director, business experience, director positions held currently or at any time during the past five years, and the experience, qualifications, attributes, and skills that caused the Board to determine that the person should be nominated for election as a director at the Annual Meeting. The following information is as of April 11, 2024.

  3. Nominees for Election as Directors

    Nominees for Election as Directors

  4. Mr. Adam M. Aron

    Mr. Adam M. Aron Mr. Aron, 69, has served as Chief Executive Officer, President, and a director of the Company since January 2016, and as Chairman of the Board since July 2021. From February 2015 to December 2015, Mr. Aron was Chief Executive Officer of Starwood Hotels and Resorts Worldwide, Inc. and served on its board of directors from 2006 to 2015. Since 2006, Mr. Aron has also served as Chairman and Chief Executive Officer of World Leisure Partners, Inc., which he founded and which serves as a personal consultancy for matters related to travel and tourism, high-end real estate development, and professional sports. Mr. Aron served as Chief Executive Officer and Co-Owner of the Philadelphia 76ers from 2011 to 2013 and remained an investor in the team through early 2023. From 2006 to 2015, Mr. Aron served as Senior Operating Partner of Apollo Management L.P., a leading private equity investor. During the past ten years, Mr. Aron has previously served on the board of directors of Norwegian Cruise Line Holdings, Ltd., Centricus Acquisitions Corp., Prestige Cruise Holdings, Inc., and HBSE, which is a private company that owns the NHL’s New Jersey Devils and the NBA’s Philadelphia 76ers. Mr. Aron received a Master of Business Administration degree with distinction from the Harvard Business School and a Bachelor of Arts degree cum laude from Harvard College. Mr. Aron brings to the Board significant business and executive leadership experience, including valuable insight into consumer services. In a variety of industries, he has more than 30 years of experience as a Chief Executive Officer, more than 35 years of experience as a corporate director, and more than 45 years of consumer-engagement experience.

  5. Mr. Adam M. Aron

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  6. Ms. Denise M. Clark

    Ms. Denise M. Clark Ms. Clark, 66, has served as a director of the Company since January 2023. Ms. Clark is a global information technology executive with experience leading technical groups for multiple companies. Ms. Clark served as Senior Vice President and Global Chief Information Officer for The Estée Lauder Companies Inc. from November 2012 until her retirement in March 2017. Prior to that role, Ms. Clark served as Senior Vice President and Chief Information Officer for Hasbro Inc. from October 2007 to November 2012. Ms. Clark also served at Mattel, Inc., where she was Global Chief Technology Officer and later Chief Information Officer for the Fisher Price brand between January 2000 and February 2007. Ms. Clark’s previous experience also includes positions at Warner Music Group and Apple Inc. Ms. Clark has been a member of the board of directors of United Natural Foods, Inc. (UNFI) since 2013, where she is currently the chair of the nominating and governance committee. She previously served as a director of Six Flags Entertainment Corporation from March 2021 to August 2022 and Caesars Entertainment Corporation, including as chair of its compensation committee from October 2018 to May 2020. Ms. Clark also serves on the board of directors of Best Friends Animal Society, a national non-profit organization. Ms. Clark holds a B.S. in Sociology from the University of Missouri and an MBA from San Jose State University. Ms. Clark is a veteran of the United States Navy. Ms. Clark brings extensive public company executive experience to the Board, with particular expertise in information technology, strategic planning, and transformative business initiatives.

  7. Ms. Sonia Jain

    Ms. Sonia Jain Ms. Jain, 44, has served as a director of the Company since March 2024. Ms. Jain has served as Chief Financial Officer of Cars.com Inc. since October 2022, a position she also held from July 2020 to April 2022. Ms. Jain was Chief Financial Officer of Convoy Inc. from April 2022 to September 2022. Prior to her initial tenure at Cars.com Inc., Ms. Jain served as Chief Financial Officer of Redbox Automated Retail LLC from September 2016 to June 2020. Ms. Jain holds a B.S. in Electrical Engineering from Princeton University, an M.S. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology, and an M.B.A. from Harvard Business School. Ms. Jain brings to the Board extensive financial and accounting experience, including as a chief financial officer of a publicly traded company. Mr. Howard W. “Hawk” Koch, Jr. Mr. Koch, 78, has served as a director of the Company since October 2014. Mr. Koch is a veteran movie producer and principal at The Koch Company, the former president of the Academy of Motion Picture Arts and Sciences (“AMPAS”), and former President of the Producers Guild of America. Mr. Koch serves on the board of Cast and Crew LLC. Mr. Koch previously served on the Board of Directors of the Motion Picture & Television Fund from 2005 through 2022, the Board of Governors of AMPAS from 2004 to 2013, and the Board of Directors of the Producers Guild of America from 1999 to 2020. Mr. Koch has been intimately involved with the making of over 60 major motion pictures, among them such films as “Source Code”, “Fracture”, “Primal Fear”, “Marathon Man,” “Chinatown,” “Wayne’s World,” “Peggy Sue Got Married,” “The Idolmaker,” “Heaven Can Wait,” “The Way We Were” and “Rosemary’s Baby.” Mr. Koch continues to develop and produce movies. Mr. Koch has over 50 years of experience in the motion picture industry and provides our Board with a unique insight into the production of movies that are exhibited on our screens.

  8. Ms. Sonia Jain

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  9. Mr. Philip Lader

    Mr. Philip Lader Mr. Lader, 78, has served as a director of the Company since June 2019 and as Lead Independent Director since July 2021. Mr. Lader is a Senior Advisor to Morgan Stanley Institutional Securities as well as a partner emeritus with the law firm of Nelson Mullins Riley & Scarborough LLP. He is also the former U.S. Ambassador to the Court of St. James’s and Chairperson of WPP plc. Mr. Lader served in President Clinton’s Cabinet as Administrator of the US Small Business Administration, White House Deputy Chief of Staff, Assistant to the President, and Deputy Director of the Office of Management & Budget. Previously, he was Executive Vice President of Sir James Goldsmith’s US holdings and President of Sea Pines Company, universities in South Carolina and Australia, and Business Executives for National Security. He previously served as a trustee and Investment Committee Chairperson of RAND Corporation. Also, Mr. Lader currently serves on several foundations, as well as a member of the boards of several privately held companies, the investment committees of Morgan Stanley’s Global Infrastructure and Real Estate Funds, and the Council on Foreign Relations. He currently or has previously served on the boards of Lloyds of London, Marathon Oil, AES, WPP plc, Songbird (Canary Wharf), Rusal Corporations, the British Museum, American Red Cross, Smithsonian Museum of American History, St. Paul’s Cathedral Foundation, Atlantic Council, and several banks and universities. He is the founder and co-host of Renaissance Weekends. Mr. Lader’s education includes Duke, Michigan, Oxford, and Harvard Law School, and he has been awarded honorary doctorates by 14 universities. He is an Honorary Fellow of Oxford University’s Pembroke College and London Business School and Honorary Bencher of Middle Temple (British Inns of Court). He was awarded the Benjamin Franklin Medal by The Royal Society for Arts, Manufactures & Commerce for his contributions to trans-Atlantic relations. Mr. Lader brings vast experience in business, government, and law to the Board.

  10. Mr. Gary F. Locke

    Mr. Gary F. Locke Mr. Locke, 74, has served as a director of the Company since February 2016. Mr. Locke is a trade consultant and has owned Locke Global Strategies, LLC since 2014. Mr. Locke has served as a senior advisor to Dorsey & Whitney LLP since November 2023 and served as the interim President of Bellevue College from June 2020 until July 2023. Mr. Locke was the first Chinese American to be elected as a U.S. Governor when the voters of Washington elected him in 1996 and re-elected him in 2000. During his administration, he strengthened economic ties between China and Washington State. Mr. Locke served as U.S. Commerce Secretary from 2009-2011, where he led the effort to implement President Obama’s National Export Initiative to double American exports in five years. He served as America’s 10th Ambassador to China from 2011-2014. During his service he opened markets for made-in-USA goods and services and reduced wait times for visa interviews of Chinese applicants from 100 days to three days. Mr. Locke has served as a member of the board of directors of nLight, Inc. since August 2017. Mr. Locke served on the boards of directors of Fortinet, Inc. from September 2015 until June 2020, and Port Blakely Tree Farms from August 2019 until June 2022. He attended Yale University, graduating with a bachelor’s degree in political science and received his law degree from Boston University. Mr. Locke brings to the Board a global and valuable business perspective due to his extensive role in politics and experience as an Ambassador to China.

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following section presents information regarding the compensation paid during the year ended December 31, 2023, to members of our Board who were not employees of the Company (“Non-Employee Directors”). Employee members of our Board do not receive any compensation from the Company for service as a director. We reimburse all directors for any out-of-pocket expenses incurred by them in connection with their services provided in such capacity.

  12. Non-Employee Director Compensation

    Non-Employee Director Compensation In order to attract and retain qualified Non-Employee Directors, the Company amended and restated its Non-Employee Director Compensation Program on October 27, 2022, pursuant to which Non-Employee Directors were compensated for their service to the Company in 2023. Each non-employee director is eligible for the following annual compensation for services as a Board member: • an annual cash retainer of $150,000; • an annual stock award with a calculation value of $105,000, subject to a one-year holding requirement; • an annual cash retainer of $50,000 for the Lead Independent Director; and • an annual cash retainer for non-employee directors who serve on a committee as follows:

  13. Non-Employee Director Compensation

    | Committee | Chairperson | Member | | Audit | $35,000 | $17,500 | | Compensation | 25,000 | 15,000 | | Nominating and Corporate Governance | 20,000 | 10,000 |

  14. Non-Employee Director Compensation

    Cash retainers are paid in quarterly installments and are pro-rated for partial years of service. Stock awards are made pursuant to the Company’s equity incentive plan, are fully vested at the date of grant, and are issued on the later of (i) the date annual grants are made to senior management and (ii) the date the director is elected to the Board. Stock awards are pro-rated for the director’s first partial year of service, but not for the last partial year of service. Directors may elect to receive all or a portion of their cash retainer in stock. Stock awards must be retained until the earlier to occur of the first anniversary of the grant date or the director’s departure from the Board. Unless otherwise specified by the Board, the number of shares awarded to each non-employee director is determined by dividing the value of the award by the average closing price of the stock for the five trading days prior to the date of the stock award. For 2023, stock awards were allocated between our Common Stock and our AMC Preferred Equity Units (“APEs”) based upon the relative market capitalization of each security. Each APE was a depositary share representing an interest in one one-hundredth (1/100th) of a share of the Company’s Series A Convertible Participating Preferred Stock and was designed to have the same economic and voting rights as a share of Common Stock. Each APE was automatically convertible into Common Stock upon an approval by the Company’s stockholders to authorize sufficient additional shares of Common Stock to permit the conversion of the then-outstanding APEs. Stock award values reflected in the director compensation table below are based upon the closing price for our Common Stock and APEs on the date of grant. Since the stock prices used to calculate the grants and determine the compensation value are different, in times of high volatility the reflected compensation may ultimately be higher or lower than that targeted by the Board. For the 2023 stock awards, the prices used to calculate the shares awarded were $56.04 for Common Stock and $23.46 for APEs and the price used to calculate the compensation included in the table was $62.30 for Common Stock and $22.20 for APEs. The referenced prices have been adjusted to reflect the 1 for 10 reverse stock split in our Common Stock that occurred on August 24, 2023 (the “Reverse Split”), and the conversion of the APEs into Common Stock with each APE being converted into one-tenth of a share of Common Stock that occurred on August 25, 2023 (the “APE Conversion”). The Compensation Committee, in consultation with its independent executive compensation consultant, annually reviews the Non-Employee Director Compensation Program and recommends updates, if any, to the full Board for approval.

  15. Non-Employee Director Compensation

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  16. Director Compensation Table

    Director Compensation Table The following table presents information regarding the compensation of our non-employee directors during the year ended December 31, 2023.

  17. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Denise M. Clark | $177,500 | $109,274 | $286,774 | | Sonia Jain(3) | — | — | — | | Howard W. “Hawk” Koch, Jr. | 175,000 | 109,274 | 284,274 | | Philip Lader | 232,500 | 109,274 | 341,774 | | Gary F. Locke | 185,000 | 109,274 | 294,274 | | Kathleen M. Pawlus | 200,000 | 109,274 | 309.274 | | Keri S. Putnam | 177,500 | 109,274 | 286,774 | | Anthony J. Saich | 192,500 | 109,274 | 301,774 | | Adam J. Sussman | 175,000 | 109,274 | 284,274 |

  18. Director Compensation Table

    (1) Includes the annual cash retainer for services as a board member, the annual cash retainer for services as the Lead Independent Director, the annual cash retainer for services as a member of a committee, and the annual cash retainer for services as a chairperson of a committee. (2) Represents the aggregate grant date fair values, as computed in accordance with Financial Accounting Standards Board’s Accounting Standard Codification (“ASC”) Topic 718, Compensation—Stock Compensation, calculated based upon the closing price of the Common Stock and APEs on February 23, 2023, of $62.30 and $22.20 per share, respectively. As discussed above, the number of shares granted was calculated using a price of $56.04 and $23.46 for the Common Stock and APEs respectively (representing a five-day average closing price for each security) resulting in the variance between the award calculation value and the ultimate compensation value included in the table. The referenced prices have been adjusted to reflect the Reverse Split and APE Conversion. Ms. Jain was not elected to the Board until March 2024 and, thus received no fees in 2023.

  19. Director Compensation Table

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  20. Consideration of Say on Pay Results

    | Area of Concern | Company Response | | Special stock awards granted in 2023 to reflect the value that would have been achieved had 2022 performance stock units vested at maximum despite missing pre-established adjusted EBITDA and free cash flow performance targets | Industry performance was severely depressed in 2022 versus what was forecast at the beginning of the year. The shift was due to studio release schedule changes which were outside the Company’s control. Despite significant industry underperformance, management delivered outstanding results that, had targets been set with knowledge of actual industry performance, would have warranted vesting at maximum levels. The Compensation Committee felt that to ignore these circumstances would lead to significant morale issues among the management team at a critical time in the Company’s recovery. | | Overall compensation level for CEO relative to both peers and the other NEOs | There were no increases to the CEO compensation package for 2023. For 2024, CEO total compensation at target was reduced by 25%. | | Use of one-year performance targets for performance-based equity awards | Current industry volatility makes setting long-term targets nearly impossible. Once the industry stabilizes to permit better long-term forecasting, the Compensation Committee can consider a more traditional long-term incentive approach. | | Use of an Adjusted EBITDA performance target for both annual cash incentive, and a majority of performance-based equity compensation | The single most critical focus of the Company must be to reduce its debt burden, which is accomplished by delivering profits. We therefore believe that Adjusted EBITDA is the most important measure and that utilizing the goal across programs emphasizes the focus for management. We also utilize Free Cash Flow for a portion of the performance-based equity awards to provide some diversification, but consistent with our core goals. | | Lack of Clawback Policy | The Compensation Committee adopted a policy effective October 2, 2023, in compliance with NSYE standards. | | Counting unvested equity grants toward Ownership Guidelines | We believe that, while it may not be common practice to count unvested equity grants, the approach is more than offset by our aggressive ownership targets as a multiple of base salary. | | Total Shareholder Return is not used as a performance target in any compensation programs | Recently the Company’s stock price has not been reflective of traditional fundamental valuations. We believe that using Total Shareholder Return as a performance goal in this environment could incentivize unreasonable risk taking that is not focused on fundamental financial performance. |

  21. Annual Incentive Program

    Annual Incentive Program The Compensation Committee has the authority to award annual incentive bonuses to our NEOs pursuant to our annual incentive compensation program (“AIP”), which historically have been paid in cash and traditionally have been paid in a single installment in the first quarter of the subsequent year upon certification of performance by the Compensation Committee.

  22. Annual Incentive Program

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  23. Annual Incentive Program

    Under employment agreements with our NEOs, each NEO is eligible for an annual bonus, as may be determined by the Compensation Committee from time to time. We believe that annual bonuses based on performance serve to align the interests of management and stockholders. Individual bonuses are performance-based and, as such, can be highly variable from year to year. The annual incentive bonus opportunities for our NEOs are determined by our Compensation Committee, taking into account the recommendation of our CEO (except with respect to his own bonus).

  24. Payout Opportunities

    Payout Opportunities Consistent with the prior year, the aggregate bonus for each NEO was set as a percentage of base salary ranging from 65% to 200% and, except for Mr. Aron and Mr. Goodman, was apportioned to a Company component (80%) and an individual component (20%). In the case of Mr. Aron and Mr. Goodman, their aggregate bonus is entirely based on Company performance with no individual component. There were no changes in AIP payout opportunities as a percentage of base salary for any NEOs between the 2022 and 2023 fiscal years.

  25. 2023 Performance Goals

    2023 Performance Goals Company Performance: Consistent with past years, for 2023, the Company component was based on attainment of an Adjusted EBITDA goal. For purposes of the AIP, Adjusted EBITDA is determined in the same manner as described and defined in the Company’s Annual Report on Form 10-K (see Appendix A for the calculation of Adjusted EBITDA). Payouts under the AIP can range from 0% to 200% of target depending upon actual performance measured against the Adjusted EBITDA goal. There is no payout for attainment below 80% of the goal, at the 80% threshold payout is 50% of target, at 100% attainment payout is 100% of target, and at the maximum attainment of 120% payout is 200% of target. The following chart represents the AIP payout scale for the Company component: Company performance is highly dependent upon the timing and popularity of the films released by distributors in the markets in which we operate, leading to the potential for volatility and requiring a significant number of assumptions and projections involved in setting performance goals. Box office volatility and the difficulty of making assumptions continued to be amplified for 2023 because of the continuing recovery from the COVID-19 pandemic and the WGA and SAG-AFTRA strikes. Based on an estimated domestic industry box office of $9.9 billion and international market industry attendance of 429.0 million for 2023 at the beginning of the year, the projected Adjusted EBITDA performance levels ranged from a threshold of $382.7 million (50% payout) to a target of $478.4 million (100% payout) to a maximum of $574.1 million (200% payout). In recognition of the box office volatility and the high level of uncertainty around planning assumptions, the Compensation Committee determined that, in order to maintain an incentive for management in the event of industry underperformance and to limit compensation expense exposure in the event of industry overperformance, that the AIP performance goal should be indexed to domestic industry box office and international market industry attendance levels (due to lack of visibility into industry box office in certain international markets where we operate). Therefore, the Adjusted EBITDA goal was made adjustable dependent upon actual North American industry box office results and industry attendance in the international markets in which the Company operates using the following scale:

  26. 2023 Performance Goals

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  27. 2023 AIP Industry Indexed Consolidated Adjusted EBITDA Target

    2023 AIP Industry Indexed Consolidated Adjusted EBITDA Target

  28. 2023 AIP Industry Indexed Consolidated Adjusted EBITDA Target

    | Domestic Component | | | | | Industry Box Office* | $7.5 billion | $9.9 billion | $11.0 billion | | Adj EBITDA Component | $(0.4 million) | $440.0 million | $626.8 million | | International Component | | | | | Industry Attendance* | 323.2 million | 429.0 million | 476.6 million | | Adj EBITDA Component | $(126.3 million) | $38.5 million | $113.0 million | | Consolidated Adjusted EBITDA Target | $(126.7 million) | $478.4 million | $739.8 million |

  29. 2023 AIP Industry Indexed Consolidated Adjusted EBITDA Target

    * If actual industry domestic box office and/or international attendance performance falls between two stated levels, the target components shall be determined by linear interpolation Individual Performance: The individual component of the bonus is based on overall individual performance and contribution to our strategic and financial goals. Our Compensation Committee and our CEO retain certain discretion to decrease or increase individual component bonuses relative to the targets based on qualitative or other subjective factors deemed relevant by the Compensation Committee.

  30. 2023 Payouts

    2023 Payouts The following table summarizes the AIP bonus for our NEOs for 2023:

  31. 2023 Payouts

    | Opportunity | | | | | | Actual | | | | Executive | 2023 Base Salary | Target (as % of base salary) | Target ($) | Allocation | | Achievement | | | | | | | | | | | | 2023 Earned AIP | | | | | | Company | Individual | Company | Individual | | | Adam M. Aron | $1,500,000 | 200% | $3,000,000 | 100% | —% | 200% | —% | $6,000,000 | | Sean D. Goodman | 800,000 | 100% | 800,000 | 100% | —% | 200% | —% | 1,600,000 | | Daniel E. Ellis | 595,000 | 65% | 386,750 | 80% | 20% | 200% | 110% | 703,885 | | Elizabeth F. Frank | 595,000 | 65% | 386,750 | 80% | 20% | 200% | 120% | 711,620 | | Kevin M. Connor | 561,350 | 65% | 364,900 | 80% | 20% | 200% | 90% | 649,500 |

  32. 2023 Payouts

    Our Compensation Committee approved bonus amounts to be paid for the performance during 2023. The Company attained Adjusted EBITDA of $425.8 million (calculated as set forth on Appendix A) for the year ended December 31, 2023. Actual North American industry box office was $9.03 billion for 2023 and industry attendance in the international markets in which the Company operates was 422.7 million in 2023, which resulted in an industry-adjusted Adjusted EBITDA goal of $255.0 million. As a result, the Compensation Committee determined performance attainment to be 167% of target, equating to a 200% payout of the Company component, the maximum permitted under the AIP. Payouts would have been significantly higher without the caps established by the Compensation Committee. For the NEOs other than the CEO and CFO, the individual component was approved ranging from 90% to 120% of target by the Compensation Committee following a review of each such NEO’s individual performance.

  33. Retention Bonus for Mr. Goodman

    Retention Bonus for Mr. Goodman In order to secure retention of his services as the Company’s CFO and to preempt recruitment attempts, in March 2021, the Compensation Committee approved a special cash retention bonus for Mr. Goodman. The committee determined that it was essential to provide stability in the role of CFO during the Company’s recovery from the COVID-19 pandemic. The retention bonus was paid as set forth below, subject to Mr. Goodman’s continued employment as of each date.

  34. Retention Bonus for Mr. Goodman

    | Vesting Date | Retention Bonus Payable | | March 17, 2022 | $450,000 | | March 17, 2023 | 450,000 | | March 17, 2024 | 900,000 |

  35. Retention Bonus for Mr. Goodman

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  36. Equity-Based Incentive Compensation Program

    Equity-Based Incentive Compensation Program Our Compensation Committee believes that the equity-based incentive compensation program furthers our goal to attract, retain and motivate talented executives by enabling such executives to participate in the Company’s long-term growth and financial success and aligns the interests of management and stockholders. Our annual grants are equally split between: • Time-vesting Restricted Stock Units (“RSUs”); and • Performance-vesting Performance Stock Units (“PSUs”). Each RSU and PSU represents the right to receive one share of Common Stock on a future settlement date. To determine the size of grants, our Compensation Committee considers prior executive performance, level of responsibility, the executive’s ability to influence the Company’s long-term growth and business performance, among other factors. The Compensation Committee does not apply a strict methodology to these factors and does not benchmark executive pay to a particular reference point of the peer group. Company performance is highly dependent upon the timing and popularity of the films released by distributors in the markets in which we operate leading to the potential for volatility and requiring a significant number of assumptions and projections involved in setting performance goals. In making grants of RSUs and PSUs, the Compensation Committee approves a target award value for each participant. For 2023, the award value was allocated between Common Stock and APE denominated grants based on the relative market capitalization of each security, which resulted in an allocation of 57.1% to Common Stock and 42.9% to APEs. The award value for each security type was then divided by a price measurement to determine the number of RSUs and PSUs granted. The default price measurement used in the calculation is the average closing price for the underlying security over the five days preceding the date of grant. Equity-based compensation components reflected in the executive compensation tables represent the aggregate grant date fair value of the award and are based upon the closing price for our Common Stock on the date of grant. Since the stock prices used to calculate the grants and determine the compensation value are different, in times of high volatility, the reflected compensation may ultimately be higher or lower than that targeted by the Compensation Committee. For the 2023 grants, the average prices used to calculate the grants were $56.04 for Common Stock and $23.46 for APEs and the price used to calculate the compensation included in the tables was $62.30 for Common Stock and $22.20 for APEs.

  37. 2023 Annual Equity Grants

    2023 Annual Equity Grants On February 23, 2023, the Compensation Committee approved grants of RSUs, and PSUs (the “2023 RSUs” and “2023 PSUs”), to certain of the Company’s employees under the Company’s 2013 Equity Incentive Plan (the “EIP”). Our NEOs received the following grants (in units):

  38. 2023 Annual Equity Grants

    | Executive | 2023 RSUs | 2023 PSUs | Total | | Adam M. Aron | 135,290 | 135,290 | 270,580 | | Sean D. Goodman | 30,818 | 30,818 | 61,636 | | Daniel E. Ellis | 14,089 | 14,090 | 28,179 | | Elizabeth F. Frank | 14,089 | 14,090 | 28,179 | | Kevin M. Connor | 11,208 | 11,208 | 22,416 |

  39. 2023 Annual Equity Grants

    Restricted Stock Units The 2023 RSUs vest ratably over a three-year period, with the first tranche vesting on the first business day of the fiscal year starting after the grant date. The executive must remain employed by the Company through the last day of the fiscal year immediately prior to the vesting date. A dividend equivalent equal to the amount paid, if any, in respect of one share of the securities underlying the RSUs begins accruing with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. Performance Stock Units The 2023 PSUs are subject to Adjusted EBITDA and free cash flow (“FCF”) performance goal conditions and service conditions over a three-year performance period. For purposes of the EIP, Adjusted EBITDA is determined in the same manner

  40. 2023 Annual Equity Grants

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  41. 2023 Annual Equity Grants

    as described and defined in the Company’s Annual Report on Form 10-K. For purposes of the EIP, FCF is defined as cash flow from operations less gross capital expenditures and changes in construction payables. Of the 2023 PSUs, 60% were allocated to Adjusted EBITDA targets with the remaining 40% allocated to FCF targets. See Appendix A for the calculation of these numbers. Adjusted EBITDA and FCF are non-GAAP financial measures and should not be construed as an alternative to net earnings and cash flow from operations (each as determined in accordance with U.S. GAAP) as indicators of operating performance. The 2023 PSUs are divided into three tranches with each tranche allocated to a fiscal year within the three-year performance period covered by the grant (each a “Tranche Year”). Each tranche is subject to a separate performance goal applicable to its corresponding Tranche Year. At the time of grant, the Compensation Committee established the performance goals for the first Tranche Year covered by the 2023 PSUs. The subsequent tranches remain subject to substantive performance goals established and approved by the Compensation Committee in conjunction with the budgeting process for their applicable Tranche Year. Tranches are not valued and included in the compensation tables of the proxy statement until the year in which the performance goals for their applicable Tranche Year are established. The PSUs will be forfeited upon termination of the holder’s employment for any reason prior to the end of the applicable Tranche Year. PSUs will vest based upon certification of performance for the applicable Tranche Year by the Compensation Committee. A dividend equivalent equal to the amount paid, if any, in respect of one share of the securities underlying the PSUs begins accruing with respect to the PSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon, and only to the extent of, vesting of the PSUs.

  42. 2023 Tranche Year Performance Goals & Modification

    2023 Tranche Year Performance Goals & Modification For purposes of reporting executive compensation and accounting for stock compensation expense, PSU tranches are not considered granted until such time as the performance goals are established. As a result, only the PSU tranches allocated to the 2023 Tranche Year are included in the summary compensation tables. Subsequent tranches will be included in the summary compensation tables for the years in which performance goals for such tranches are established. The 2023 Tranche Year was applicable to the following PSU awards: (i) tranche I of the 2023 PSUs, (ii) tranche II of the 2022 PSUs, and (iii) tranche III of the 2021 PSUs. The table below summarizes the number of PSUs at target allocated to the 2023 Tranche Year for each NEO:

  43. 2023 Tranche Year Performance Goals & Modification

    | | 2023 PSUs Tranche I | | 2022 PSUs Tranche II | | 2021 PSUs Tranche III | | | | Adj EBITDA | FCF | Adj EBITDA | FCF | Adj EBITDA | FCF | | Adam M. Aron | 27,058 | 18,039 | 10,766 | 7,178 | 37,975 | 25,317 | | Sean D. Goodman | 6,163 | 4,109 | 2,268 | 1,512 | 8,101 | 5,401 | | Daniel E. Ellis | 2,818 | 1,878 | 1,020 | 680 | 3,292 | 2,196 | | Elizabeth F. Frank | 2,818 | 1,878 | 1,020 | 680 | 4,177 | 2,785 | | Kevin M. Connor | 2,241 | 1,494 | 794 | 530 | 3,292 | 2,196 |

  44. 2023 Tranche Year Performance Goals & Modification

    Company performance is highly dependent upon the timing and popularity of the films released by distributors in the markets in which we operate leading to the potential for volatility and requiring a significant number of assumptions and projections involved in setting performance goals. Box office volatility and the difficulty of making assumptions were amplified for 2023 due to the continuing recovery from the COVID-19 pandemic and the WGA and SAG-AFTRA strikes. Based upon expectations that domestic box office performance would improve in 2023 to $9.9 billion and attendance in our international markets would be 429 million, the Company projected positive Adjusted EBITDA, but continuing negative FCF for 2023. On February 23, 2023, the Compensation Committee established the following performance goals for vesting of the PSU tranches allocated to the 2023 Tranche Year:

  45. 2023 Tranche Year Performance Goals & Modification

    | Metric | Original 2023 Tranche Year Performance Goals | | | | | Threshold | Target | Maximum | | Adjusted EBITDA(1) | $382,720,000 | $478,400,000 | $574,080,000 | | FCF(1) | (403,560,000) | (336,300,000) | (269,040,000) | | Potential Vesting Level | 50% | 100% | 200% |

  46. 2023 Tranche Year Performance Goals & Modification

    Adjusted EBITDA and FCF are non-GAAP financial measures and should not be construed as an

  47. 2023 Tranche Year Performance Goals & Modification

    | | 51 |

  48. 2023 Tranche Year Performance Goals & Modification

    alternative to net earnings and cash flow from operations (each as determined in accordance with U.S. GAAP) as indicators of operating performance. On February 22, 2024, the Compensation Committee determined that the industry underperformance and prolonged strikes by the WGA and SAG-AFTRA had a material impact on the Company’s performance in 2023. In light of the fact that these industry impediments were outside the control of the Company and were not known at the time the performance goals were established, the Compensation Committee, in consultation with the Company’s independent compensation consultant, approved modifications to the performance goals applicable to equity grants allocated to the 2023 Tranche Year. The modified performance goals are set forth below:

  49. 2023 Tranche Year Performance Goals & Modification

    | Metric | Modified 2023 Tranche Year Performance Goals | | | | | Threshold | Target | Maximum | | Adjusted EBITDA(1) | $204,000,000 | $255,000,000 | $306,000,000 | | FCF(1) | (671,760,000) | (559,800,000) | (447,840,000) | | Potential Vesting Level | 50% | 100% | 200% |

  50. 2023 Tranche Year Performance Goals & Modification

    (1) Adjusted EBITDA and FCF are non-GAAP financial measures and should not be construed as an alternative to net earnings and cash flow from operations (each as determined in accordance with U.S. GAAP) as indicators of operating performance. Because achievement of the performance targets prior to modification was improbable and became probable after modification, in accordance with ASC 718, Compensation—Stock Compensation, additional stock compensation for the PSUs allocated to the 2023 Tranche Year was recognizable on the modification date equal to the incremental fair value. Since the modification occurred after the end of the fiscal year, the additional stock compensation for the PSUs allocated to the 2023 Tranche Years will be included in the 2024 compensation tables. The Compensation Committee reviewed the Company’s financial results and certified achievement of $425.8 million Adjusted EBITDA and ($440.8 million) FCF (each calculated as set forth on Appendix A) for the year ended December 31, 2023. As a result, all outstanding PSU tranches allocated to the 2023 Tranche Year with an Adjusted EBITDA target vested at the 200% level and those with an FCF target vested at the 200% level. Absent the modifications approved by the Compensation Committee, the PSU tranches allocated to the 2023 Tranche Year with an Adjusted EBITDA target vested at the 86% level and those with an FCF target would not have vested.

  51. 2023 Special Equity Grants

    2023 Special Equity Grants On February 23, 2023, the Compensation Committee determined that the failure to attain the performance goals applicable to the 2022 Tranche Year was primarily due to changes in studio movie release schedules, which was outside the control of the Company and was not known at the time the performance targets were established. In recognition of the ongoing extraordinary efforts of the Company’s management team as the theatrical exhibition industry continues to lag its pre-pandemic performance, encourage continued engagement, and incentivize executives during continued difficult business conditions, the Compensation Committee, in consultation with the Company’s independent compensation consultant, approved one-time immediately vested awards of the Company’s Common Stock and APEs (the “2023 Special Grants”). The 2023 Special Grants were calculated based upon the difference between the vesting level of the equity grants allocated to the 2022 Tranche Year and the maximum vesting level of such grants, which the Compensation Committee believed would have been achieved had the performance goals been set based upon the ultimate industry performance levels. For accounting purposes, the value of the 2023 Special Grants is reflected in the 2023 compensation tables. The table below summarizes the number of shares granted to each NEO and the corresponding value for 2023 included in the Summary Compensation Table:

  52. 2023 Special Equity Grants

    | Executive | Shares | Value | | Adam M. Aron | 186,643 | $7,885,650 | | Sean D. Goodman | 39,280 | 1,659,580 | | Daniel E. Ellis | 16,914 | 714,633 | | Elizabeth F. Frank | 20,808 | 879,130 | | Kevin M. Connor | 16,243 | 686,284 |

  53. 2023 Special Equity Grants

    | 52 | |

  54. Award Modifications for Reverse Split and APE Conversion

    Award Modifications for Reverse Split and APE Conversion In connection with the Reverse Split and APE Conversion and in accordance with the terms of the EIP, the Compensation Committee approved an equitable adjustment of awards outstanding under the EIP. Effective upon the Reverse Split, the Common Stock denominated RSUs/PSUs outstanding under the EIP were equitably adjusted at a ratio of one-for-ten consistent with the Reverse Split in the Common Stock. Further, effective upon the APE Conversion, the APE denominated RSUs/PSUs outstanding under the EIP were cancelled and replaced with Common Stock denominated RSUs/PSUs at a ratio of one-for-ten. All other terms and conditions of outstanding RSUs and PSUs (including vesting, forfeiture, and acceleration provisions, and with respect to PSUs, performance goals) that were applicable to the awards prior to the equitable adjustment continued to apply. Because the modifications were consistent with the corporate actions taken on the underlying securities, the modification did not change the performance goals applicable to the outstanding awards, and due to the lack of impact on the probability of vesting, no additional stock-based compensation was recognized in accordance with ASC 718, Compensation—Stock Compensation.

  55. Independent Compensation Consultant

    Independent Compensation Consultant For compensation related decisions effective for 2023, the Compensation Committee retained the services of Aon as independent executive compensation consultant to advise the Compensation Committee on compensation matters related to the executive and director compensation programs. In 2023, Aon assisted the Compensation Committee with, among other things: • executive and director market pay analysis; • reviewing and making changes to the compensation peer group; • development of executive and director pay programs; • CEO pay recommendations; • decisions in response to the industry’s continuing recovery from the COVID-19 pandemic and the impact of the WGA and SAG-AFTRA strikes; and • Assisting with the Compensation, Discussion and Analysis disclosures. Aon reported to the Compensation Committee and had direct access to the chairperson and the other members of the Compensation Committee. The Compensation Committee conducted a specific review of its relationship with Aon in 2023 and determined that Aon’s work for the Compensation Committee did not raise any conflicts of interest. Aon’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Act, the SEC, and the NYSE.

  56. 2023 Peer Group

    2023 Peer Group The Company has adopted a peer group of companies as a reference group to provide a broad perspective on competitive pay levels and practices. Peer companies were selected based on industry classification, company size in terms of revenue and market capitalization, and similarity in business operations. The Compensation Committee periodically reviews and updates the peer group, as necessary, upon recommendation of its independent executive compensation consultant. For 2023, the Company’s peer group consisted of the following 20 companies:

  57. 2023 Peer Group

    | AMC Networks Inc. Bloomin’ Brands, Inc. Brinker International, Inc. Carnival Corporation Cinemark Holdings Inc. Darden Restaurants, Inc Formula One Group | Hilton Worldwide Holdings, Inc. Hyatt Hotels Corporation IMAX Corporation Lions Gate Entertainment Corp Live Nation Entertainment, Inc. Marriott International, Inc. Norwegian Cruise Line Holdings, Ltd. | Roku, Inc. Royal Caribbean Cruises, Ltd. Sinclair Broadcast Group, Inc. TEGNA, Inc Warner Bros. Discovery, Inc. Wyndham Hotels & Resorts, Inc. |

  58. 2023 Peer Group

    Based on the selection factors mentioned above, the Compensation Committee reviewed the 2022 peer group composition and made the following changes for 2023:

  59. 2023 Peer Group

    | Added | | Formula One Group | | Roku, Inc. |

  60. 2023 Peer Group

    | 54 | |

  61. Non-Qualified Deferred Compensation Program

    Non-Qualified Deferred Compensation Program The Company sponsored the AMC Non-Qualified Deferred Compensation Plan (the “NQDC Plan”), pursuant to which NEOs were permitted to elect to defer base salaries and their cash bonuses. Amounts deferred under the NQDC Plan were credited with an investment return determined as if the participant’s account was invested in one or more investment funds made available by the Company and selected by the participant. The Company could, but need not, credit the deferred compensation account of any participant with a discretionary or profit-sharing credit as determined by the Company. On May 3, 2021, the Company terminated the NQDC Plan and account balances were distributed to participants in May 2022. There were no Non-Qualified Deferred Compensation Programs in place during the year ended December 31, 2023.

  62. Severance and Other Benefits Upon Termination of Employment

    Severance and Other Benefits Upon Termination of Employment We believe that the occurrence, or potential occurrence, of a change of control transaction will create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change of control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage certain of our executive officers to remain employed with us during an important time when their prospects for continued employment following the transaction are often uncertain, we provide the executives with severance benefits if they terminate their employment within a certain number of days following specified changes in their compensation, responsibilities or benefits following a change of control. Accordingly, we provide such protections for each of the NEOs and for other of our senior officers in their respective employment agreements. The Compensation Committee evaluates the level of severance benefits provided to our executive officers on a case-by-case basis. We consider these severance protections are set at a conservative level when compared with competitive practices. As described in more detail below under “Compensation Discussion and Analysis—Potential Payments Upon Termination or Change of Control,” pursuant to their employment agreements, each of the NEOs is entitled to severance benefits in the event of termination of employment without cause and certain NEOs are entitled to severance benefits upon death or disability. In the case of Mr. Aron, Mr. Goodman, Mr. Ellis, and Ms. Frank, resignation for good reason (as defined in their respective employment agreements) also entitles them to severance benefits.

  63. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding compensation of our principal executive officer and our principal financial officer, and our three other most highly compensated executive officers for services rendered during the year ended December 31, 2023. These individuals are referred to as “NEOs.”

  64. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3)(4) | All Other Compensation(5) | Total | | Adam M. Aron | 2023 | $1,500,000 | $— | $17,908,855 | $6,000,000 | $— | $23,106 | $25,431,961 | | Chairman, Chief Executive | 2022 | 1,500,000 | — | 16,194,055 | 6,000,000 | — | 22,106 | 23,716,161 | | Officer, President and | 2021 | 1,451,923 | — | 11,436,117 | 6,000,000 | — | 21,506 | 18,909,546 | | Director | | | | | | | | | | Sean D. Goodman(6) | 2023 | 800,000 | 450,000 | 3,891,036 | 1,600,000 | — | 16,554 | 6,757,590 | | Executive Vice President, | 2022 | 800,000 | 450,000 | 3,408,536 | 1,600,000 | — | 15,554 | 6,274,090 | | International Operations, Chief Financial Officer, and | 2021 | 785,577 | — | 2,312,071 | 1,600,000 | — | 14,954 | 4,712,602 | | Treasurer | | | | | | | | | | Daniel E. Ellis(7) | 2023 | 595,000 | — | 1,704,558 | 703,885 | — | 16,012 | 3,019,456 | | Executive Vice President | 2022 | 585,385 | — | 1,489,373 | 696,150 | — | 13,569 | 2,784,477 | | Chief Operations and | | | | | | | | | | Development Officer | | | | | | | | | | Elizabeth F. Frank(6) | 2023 | 595,000 | 25,000 | 1,931,449 | 711,620 | — | 14,704 | 3,277,774 | | Executive Vice President, | 2022 | 591,154 | — | 1,716,758 | 696,150 | — | 13,652 | 3,017,714 | | Worldwide Programming | 2021 | 571,323 | — | 1,286,963 | 672,750 | 408,473 | 12,922 | 2,952,430 | | and Chief Content Officer | | | | | | | | | | Kevin M. Connor(7) | 2023 | 561,350 | — | 1,519,929 | 649,500 | 8,391 | 17,255 | 2,756,425 | | Senior Vice President, | 2022 | 558,206 | — | 1,338,740 | 656,800 | — | 16,128 | 2,569,874 | | General Counsel and | | | | | | | | | | Secretary | | | | | | | | |

  65. Summary Compensation Table

    (1) As required by SEC Rules, amounts shown in this column, “Stock Awards,” present the aggregate grant or modification date fair value of RSUs, PSUs and stock awards granted or modified in each year in accordance with ASC 718, Compensation—Stock Compensation and represents the value based on the probable outcome of performance conditions. See also Note 9—Stockholders’ Deficit to our audited financial statements for the year ended December 31, 2023, included in our 2023 Annual Report on Form 10-K. These awards and modifications were made under the provisions of the equity-based incentive compensation program. No modifications during 2023 resulted in an incremental increase in fair value. See “Compensation Discussion and Analysis—Equity-Based Compensation Program” above for information regarding the awards, modifications, and the performance criteria. In 2023, the Company granted 2023 Special Grants, 2023 RSUs and 2023 PSUs to officers and established performance goals for the 2023 Tranche Year which were applicable to tranche I of the 2023 PSUs, tranche II of the 2022 PSUs and tranche III of the 2021 PSUs. For compensation purposes, PSU tranches are not considered granted until such time as the performance goals are established. As a result, only the fair value of PSU tranches allocated to the 2023 Tranche Year are included in the summary compensation tables. The fair value for subsequent tranches will not be determined until performance goals for such tranches are established and will be included in the summary compensation tables for such years as applicable. The 2023 Special Grants were made in lieu of vesting of certain PSU tranches allocated to the 2022 Tranche Year, the value of which are included in Stock Awards for 2022 even though they ultimately did not vest. See “Compensation Discussion and Analysis—2023 Special Grants” above for additional information on the 2023 Special Grants.

  66. Summary Compensation Table

    | | 57 |

  67. Summary Compensation Table

    The fair value at grant of the 2023 Special Grants, 2023 RSUs and the tranches of the 2023 PSUs, 2022 PSUs and 2021 PSUs allocated to the 2023 Tranche Year was based on the closing price of the Company’s Common Stock and APEs on the grant approval date of February 23, 2023, of $62.30 and $22.20, respectively. The referenced prices have been adjusted to reflect the Reverse Split and APE Conversion. Had the grants been valued using the closing price of our Common Stock on April 4, 2024, of $3.00, the resulting value would be $1,344,781, $292,949, $128,651, $144,761, and $113,984 for Mr. Aron, Mr. Goodman, Mr. Ellis, Ms. Frank, and Mr. Connor, respectively. For the PSUs, the amount above includes the probable outcome at the time of grant and for the RSU’s and the 2023 Special Grants the target/maximum value is included. The probable and maximum value of the PSUs at grant is detailed below:

  68. Summary Compensation Table

    | | Probable | Maximum | | Adam M. Aron | | | | EIP—2023 PSU | $1,647,766 | $3,295,531 | | EIP—2022 PSU | 758,033 | 1,516,065 | | EIP—2021 PSU | 2,674,070 | 5,348,140 | | Sean D. Goodman | | | | EIP—2023 PSU | 375,332 | 750,664 | | EIP—2022 PSU | 159,587 | 319,173 | | EIP—2021 PSU | 570,493 | 1,140,987 | | Daniel E. Ellis | | | | EIP—2023 PSU | 171,576 | 343,153 | | EIP—2022 PSU | 71,808 | 143,616 | | EIP—2021 PSU | 231,775 | 463,550 | | Elizabeth F. Frank | | | | EIP—2023 PSU | 171,576 | 343,153 | | EIP—2022 PSU | 71,808 | 143,616 | | EIP—2021 PSU | 294,170 | 588,340 | | Kevin M. Connor | | | | EIP—2023 PSU | 136,496 | 272,992 | | EIP—2022 PSU | 55,855 | 111,709 | | EIP—2021 PSU | 231,775 | 463,550 |

  69. Summary Compensation Table

    (2) See “Compensation Discussion and Analysis—Annual Incentive Program” above for a discussion of the terms of our AIP. (3) This column includes the aggregate increases and decreases in actuarial present value of each NEO’s accumulated benefit amounts. The amount of aggregate decreases in actuarial present value in 2022 has been omitted from the Summary Compensation Table.

  70. Summary Compensation Table

    | | | Defined Benefit Plan | Supplemental Executive Retirement Plan | | Kevin M. Connor | 2023 | $5,851 | $2,540 | | | 2022 | (26,776) | (11,848) |

  71. Summary Compensation Table

    (4) This column also includes the nonqualified deferred compensation above market earnings for the difference between market interest rates determined pursuant to SEC rules and the interest contingently credited by the Company on salary deferred by the NEOs. For 2022, there were no above market earnings. For 2021, the above market earnings of 24.7% for Ms. Frank were $408,473. There were no nonqualified deferred compensation programs in place for the year ended December 31, 2023. (5) All Other Compensation is comprised of Company matching contributions under our 401(k) savings plan which is a qualified defined contribution plan and life insurance premiums. The following table summarizes “All Other Compensation” provided to the NEOs for the year ended December 31, 2023:

  72. Summary Compensation Table

    | | Company Matching Contributions to 401(k) Plan | Life Insurance Premiums | Total | | Adam M. Aron | $13,200 | $9,906 | $23,106 | | Sean D. Goodman | 13,200 | 3,354 | 16,554 | | Daniel E. Ellis | 13,200 | 2,812 | 16,012 | | Elizabeth F. Frank | 13,200 | 1,504 | 14,704 | | Kevin M. Connor | 13,200 | 4,055 | 17,255 |

  73. Summary Compensation Table

    (6) Mr. Goodman received the first installment of a special cash retention bonus in 2022 and the second installment in 2023. See “Compensation Discussion and Analysis—Retention Bonus for Mr. Goodman” above for additional information on the bonus. Ms. Frank received a special one-time bonus of $25,000 in 2023 for her contributions in establishing AMC Theatres Distribution. Neither Mr. Ellis nor Mr. Connor were NEOs in 2021.

  74. Summary Compensation Table

    | 58 | |

  75. Limitation of Liability and Indemnification of Directors and Officers

    Limitation of Liability and Indemnification of Directors and Officers We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements may also require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified and to obtain directors’ and officers’ insurance, if available on reasonable terms.

  76. Limitation of Liability and Indemnification of Directors and Officers

    | 60 | |

  77. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table presents information regarding the outstanding equity awards held by our NEOs as of December 31, 2023:

  78. Outstanding Equity Awards as of December 31, 2023

    | | | | Stock Awards | | | | | | | | | | Equity Incentive Plan Awards: | | | Name | Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(1) | Market or Payout Value of Shares, Units, or Other Rights That Have Not Vested ($)(2) | | Adam M. Aron | | | | | | | | EIP—2021 RSU(3) | 2/23/21 | RSU | 63,292 | $387,347 | — | $— | | EIP—2021 PSU—Adj. EBITDA—Tranche III(4) | 2/23/21 | PSU | — | — | 75,950 | 464,814 | | EIP—2021 PSU—FCF—Tranche III—(5) | 2/23/21 | PSU | — | — | 50,634 | 309,880 | | EIP—2022 RSU—(6) | 3/2/22 | RSU | 35,884 | 219,610 | — | — | | EIP—2022 PSU—Adj. EBITDA—Tranche II—(7) | 3/2/22 | PSU | — | — | 21,532 | 131,776 | | EIP—2022 PSU—FCF—Tranche II—(8) | 3/2/22 | PSU | — | — | 14,356 | 87,859 | | EIP—2023 RSU—(9) | 2/23/23 | RSU | 135,290 | 827,975 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche I—(10) | 2/23/23 | PSU | — | — | 54,116 | 331,190 | | EIP—2023 PSU—FCF—Tranche I—(11) | 2/23/23 | PSU | — | — | 36,078 | 220,797 | | Sean D. Goodman | | | | | | | | EIP—2021 RSU(9) | 2/23/21 | RSU | 13,504 | 82,644 | — | — | | EIP—2021 PSU—Adj. EBITDA—Tranche III(4) | 2/23/21 | PSU | — | — | 16,202 | 99,156 | | EIP—2021 PSU—FCF—Tranche III—(5) | 2/23/21 | PSU | — | — | 10,802 | 66,108 | | EIP—2022 RSU—(6) | 3/2/22 | RSU | 7,556 | 46,243 | — | — | | EIP—2022 PSU—Adj. EBITDA—Tranche II—(7) | 3/2/22 | PSU | — | — | 4,536 | 27,760 | | EIP—2022 PSU—FCF—Tranche II—(8) | 3/2/22 | PSU | — | — | 3,024 | 18,507 | | EIP—2023 RSU—(9) | 2/23/23 | RSU | 30,818 | 188,606 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche I—(10) | 2/23/23 | PSU | — | — | 12,326 | 75,435 | | EIP—2023 PSU—FCF—Tranche I—(11) | 2/23/23 | PSU | — | — | 8,218 | 50,294 | | Daniel E. Ellis | | | | | | | | EIP—2021 RSU(9) | 2/23/21 | RSU | 5,486 | 33,574 | — | — | | EIP—2021 PSU—Adj. EBITDA—Tranche III(4) | 2/23/21 | PSU | — | — | 6,584 | 40,294 | | EIP—2021 PSU—FCF—Tranche III—(5) | 2/23/21 | PSU | — | — | 4,392 | 26,879 | | EIP—2022 RSU—(6) | 3/2/22 | RSU | 3,400 | 20,808 | — | — | | EIP—2022 PSU—Adj. EBITDA—Tranche II—(7) | 3/2/22 | PSU | — | — | 2,040 | 12,485 | | EIP—2022 PSU—FCF—Tranche II—(8) | 3/2/22 | PSU | — | — | 1,360 | 8,323 | | EIP—2023 RSU—(9) | 2/23/23 | RSU | 14,089 | 86,225 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche I—(10) | 2/23/23 | PSU | — | — | 5,636 | 34,492 | | EIP—2023 PSU—FCF—Tranche I—(11) | 2/23/23 | PSU | — | — | 3,756 | 22,987 | | Elizabeth F. Frank | | | | | | | | EIP—2021 RSU(9) | 2/23/21 | RSU | 6,964 | 42,620 | — | — | | EIP—2021 PSU—Adj. EBITDA—Tranche III(4) | 2/23/21 | PSU | — | — | 8,354 | 51,126 | | EIP—2021 PSU—FCF—Tranche III—(5) | 2/23/21 | PSU | — | — | 5,570 | 34,088 | | EIP—2022 RSU—(6) | 3/2/22 | RSU | 3,400 | 20,808 | — | — | | EIP—2022 PSU—Adj. EBITDA—Tranche II—(7) | 3/2/22 | PSU | — | — | 2,040 | 12,485 | | EIP—2022 PSU—FCF—Tranche II—(8) | 3/2/22 | PSU | — | — | 1,360 | 8,323 | | EIP—2023 RSU—(9) | 2/23/23 | RSU | 14,089 | 86,225 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche I—(10) | 2/23/23 | PSU | — | — | 5,636 | 34,492 | | EIP—2023 PSU—FCF—Tranche I—(11) | 2/23/23 | PSU | — | — | 3,756 | 22,987 | | Kevin M. Connor | | | | | | | | EIP—2021 RSU(9) | 2/23/21 | RSU | 5,486 | 33,574 | — | — | | EIP—2021 PSU—Adj. EBITDA—Tranche III(4) | 2/23/21 | PSU | — | — | 6,584 | 40,294 | | EIP—2021 PSU—FCF—Tranche III—(5) | 2/23/21 | PSU | — | — | 4,392 | 26,879 | | EIP—2022 RSU—(6) | 3/2/22 | RSU | 2,646 | 16,194 | — | — | | EIP—2022 PSU—Adj. EBITDA—Tranche II—(7) | 3/2/22 | PSU | — | — | 1,588 | 9,719 | | EIP—2022 PSU—FCF—Tranche II—(8) | 3/2/22 | PSU | — | — | 1,060 | 6,487 | | EIP—2023 RSU—(9) | 2/23/23 | RSU | 11,208 | 68,593 | — | — | | EIP—2023 PSU—Adj. EBITDA—Tranche I—(10) | 2/23/23 | PSU | — | — | 4,482 | 27,430 | | EIP—2023 PSU—FCF—Tranche I—(11) | 2/23/23 | PSU | — | — | 2,988 | 18,287 |

  79. Outstanding Equity Awards as of December 31, 2023

    | | 63 |

  80. Outstanding Equity Awards as of December 31, 2023

    Amount shown in this column represents the number of unvested units. Each unit will convert into one share of Common Stock immediately upon vesting. See “Compensation Discussion and Analysis—Equity-Based Incentive Compensation Program” above. (2) The fair market value was calculated based on the closing price of the Company’s Common Stock on December 29, 2023, of $6.12 per share. (3) Amounts shown in this row represent the remaining number of unvested and the year-end market value of the 2021 RSU award, including RSUs formerly denominated in APEs. This award vested on January 2, 2024. (4) Amounts shown in this row represent the number of unvested and the year-end market value of tranche III of the 2021 PSU awards with an Adjusted EBITDA performance goal, including PSUs formerly denominated in APEs. The 2021 PSU awards were originally granted on February 23, 2021, and modified on November 2, 2021, with the performance goals covering Tranche III established on February 23, 2023. Tranche III consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2023, and ending on December 31, 2023. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2023. Subsequent to year-end, the Compensation Committee modified the performance goals covering Tranche III, certified performance attainment and approved vesting at 200% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 22, 2024. (5) Amounts shown in this row represent the number of unvested and the year-end market value of tranche III of the 2021 PSU awards with an FCF performance goal, including PSUs formerly denominated in APEs. The 2021 PSU awards were originally granted on February 23, 2021, and modified on November 2, 2021, with the performance goals covering Tranche III established on February 23, 2023. Tranche III consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2023, and ending on December 31, 2023. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2023. Subsequent to year-end, the Compensation Committee modified the performance goals covering Tranche III, certified performance attainment and approved vesting at 200% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 22, 2024. (6) Amounts shown in this row represent the number of unvested and year-end market value of the 2022 RSU award, including RSUs formerly denominated in APEs. One-half of this amount vested on January 2, 2024, and the remainder will vest on January 2, 2025, subject to continued employment. (7) Amounts shown in this row represent the number of unvested and the year-end market value of tranche II of the 2022 PSU award with an Adjusted EBITDA performance goal, including PSUs formerly denominated in APEs. The 2022 PSU awards were originally granted on March 2, 2022, with performance goals established for tranche II on February 23, 2023. Tranche II consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2023, and ending on December 31, 2023. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2023. Performance goals for tranche III of the 2022 PSUs have not been set and amounts for such award is not included in this table. Subsequent to year-end, the Compensation Committee modified the performance goals covering Tranche II, certified performance attainment and approved vesting at 200% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 22, 2024. (8) Amounts shown in this row represent the number of unvested and the year-end market value of tranche II of the 2022 PSU award with an FCF performance goal, including PSUs formerly denominated in APEs. The 2022 PSU awards were originally granted on March 2, 2022, with performance goals established for tranche II on February 23, 2023. Tranche II consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2023, and ending on December 31, 2023. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2023. Performance goals for tranche III of the 2022 PSUs have not been set and amounts for such award is not included in this table. Subsequent to year-end, the Compensation Committee modified the performance goals covering Tranche II, certified performance attainment and approved vesting at 200% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 22, 2024. (9) Amounts shown in this row represent the number of unvested and year-end market value of the 2023 RSU award, including RSUs formerly denominated in APEs. One-third of this amount vested on January 2, 2024, and an additional one-third will vest on each of January 2, 2025, and January 2, 2026, subject to continued employment. (10) Amounts shown in this row represent the number of unvested and the year-end market value of tranche I of the 2023 PSU award with an Adjusted EBITDA performance goal, including PSUs formerly denominated in APEs. The 2023 PSU awards were originally granted on February 23, 2023, with performance goals established for tranche I on the same date. Tranche I consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2023, and ending on December 31, 2023. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2023. Performance goals for tranches II and III of the 2023 PSUs have not been set and amounts for such awards are not included in this table. Subsequent to year-end, the Compensation Committee modified the performance goals covering Tranche I, certified performance attainment and approved vesting at 200% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 22, 2024. Amounts shown in this row represent the number of unvested and the year-end market value of tranche I of the 2023 PSU award with an FCF performance goal, including PSUs formerly denominated in APEs. The 2023 PSU awards were originally granted on February 23, 2023, with performance goals established for tranche I on the same date. Tranche I consists of PSUs with a one-year performance goal covering a performance period beginning January 1, 2023, and ending on December 31, 2023. The PSUs vest upon certification of achievement of the performance goals and based upon the executive’s employment through December 31, 2023. Performance goals for tranches II and III of the 2023 PSUs have not been set and amounts for such awards are not included in this table. Subsequent to year-end, the Compensation Committee modified the performance goals covering Tranche I, certified performance attainment and approved vesting at 200% of target, so the values reflected represent the maximum level of potential vesting. This tranche vested on February 22, 2024.

  81. Outstanding Equity Awards as of December 31, 2023

    | 64 | |

  82. Option Exercises and Stock Vested

    Option Exercises and Stock Vested There were no options issued by the Company or exercised during the year ended December 31, 2023. The following table sets forth information on the vesting of the RSUs and PSUs for each NEO during the year ended December 31, 2023. The reported number of shares have been adjusted to reflect the impact of the Reverse Split and APE Conversion.

  83. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Adam M. Aron | | | | EIP—RSU(2) | 110,835 | $2,837,321 | | EIP—PSU(3) | 35,023 | 1,479,739 | | EIP—Special Grant(4) | 186,643 | 7,885,650 | | Sean D. Goodman | | | | EIP—RSU(2) | 23,327 | 597,130 | | EIP—PSU(3) | 7,371 | 311,433 | | EIP—Special Grant(4) | 39,280 | 1,659,580 | | Daniel E. Ellis | | | | EIP—RSU(2) | 10,046 | 257,132 | | EIP—PSU(3) | 3,174 | 134,118 | | EIP—Special Grant(4) | 16,914 | 714,633 | | Elizabeth F. Frank | | | | EIP—RSU(2) | 12,359 | 316,368 | | EIP—PSU(3) | 3,905 | 164,986 | | EIP—Special Grant(4) | 20,808 | 879,130 | | Kevin M. Connor | | | | EIP—RSU(2) | 9,646 | 246,893 | | EIP—PSU(3) | 3,048 | 128,786 | | EIP—Special Grant(4) | 16,243 | 686,284 |

  84. Option Exercises and Stock Vested

    (1) The amount in this column reflects the number of shares underlying RSUs and PSUs that vested during the year ended December 31, 2023. (2) The aggregate value upon vesting was calculated by multiplying the closing price of the Company’s Common Stock or APEs of $39.30 or $11.90, respectively, on January 3, 2023 (the vesting date) by the number of shares acquired on vesting. The referenced prices and number of shares have been adjusted to reflect the Reverse Split and APE Conversion. Amounts shown are gross amounts prior to withholding to cover tax obligations upon vesting. (3) The aggregate value upon vesting was calculated by multiplying the closing price of the Company’s Common Stock or APEs of $62.30 or $22.20, respectively, on February 23, 2023 (the vesting date) by the number of shares acquired on vesting. The referenced prices and number of shares have been adjusted to reflect the Reverse Split and APE Conversion. Amounts shown are gross amounts prior to withholding to cover tax obligations upon vesting. (4) The aggregate value upon vesting was calculated by multiplying the closing price of the Company’s Common Stock or APEs of $62.30 or $22.20, respectively, on February 23, 2023 (the vesting date) by the number of shares acquired on vesting. The referenced prices and number of shares have been adjusted to reflect the Reverse Split and APE Conversion. Amounts shown are gross amounts prior to withholding to cover tax obligations upon vesting.

  85. Pension Benefits

    Pension Benefits The following table presents information regarding the present value of accumulated benefits that may become payable to the NEOs under our qualified and nonqualified defined-benefit pension plans as of December 31, 2023.

  86. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(#)(1) | Present Value of Accumulated Benefit($)(2) | | Adam M. Aron | — | — | $— | | Sean D. Goodman | — | — | — | | Daniel E. Ellis | — | — | — | | Elizabeth F. Frank | — | — | — | | Kevin M. Connor | Defined Benefit Retirement Income Plan | 4 | 80,737 | | | Supplemental Executive Retirement Plan | 4 | 34,781 |

  87. Pension Benefits

    (1) The number of years credited service represents the number of years of service through December 31, 2006, the date the plans were frozen. The accumulated benefit was based on service and earnings considered by the plans for the period through December 31, 2023. The present value has been calculated assuming the NEOs will remain in service until age 65, the age at which retirement may occur without any reduction in benefits, and that the benefit is payable under the available forms of annuity consistent with the plans. The discount rate assumption was 4.76%. The post-retirement mortality assumption was based on the PRI-2012 White Collar Employees Tables with the Retiree and Contingent Survivor Tables for annuitants projected forward with scale MP-2021.

  88. Pension Benefits

    | | 65 |

  89. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Prior to May 3, 2021, AMC permitted the NEOs and other key employees to elect to receive a portion of their compensation reported in the Summary Compensation Table on a deferred basis. Deferrals of compensation in recent years were made under the AMC Non-Qualified Deferred Compensation Plan (“NQDC”). Participants of the plan were able to defer annual salary and bonus (excluding commissions, expense reimbursement or allowances, cash and non-cash fringe benefits and any stock-based incentive compensation). Amounts deferred under the plan were credited with an investment return determined as if the participant’s account were invested in one or more investment funds made available by the Company and selected by the participant. AMC could, but need not, credit the deferred compensation account of any participant with a discretionary or profit-sharing credit as determined by AMC. The deferred compensation account was to be distributed either in a lump sum payment or in equal annual installments over a term not to exceed 10 years as elected by the participant and could be distributed pursuant to in-service withdrawals under certain circumstances. Any such payment was to commence upon the date of a “Qualifying Distribution Event” (as such term is defined in the Non-Qualified Deferred Compensation Plan). The Qualifying Distribution Events are designed to be compliant with Section 409A of the Internal Revenue Code. On May 3, 2021, the Company terminated the NQDC Plan. Accounts in the NQDC Plan were liquidated in May 2022. There were no non-qualified deferred compensation programs in place during the year ended December 31, 2023.

  90. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table describes potential payments and other benefits that would have been received or receivable by each NEO or his or her estate under the officer’s employment agreement or related plans and agreements if employment had been terminated under various circumstances on December 31, 2023:

  91. Potential Payments Upon Termination or Change of Control

    | Name | Termination Following a Change of Control | Death or Disability | Termination With Good Reason by Employee | Termination Without Cause by Company | Retirement | | Adam M Aron | | | | | | | Base Salary | $2,250,000 | $— | $2,250,000 | $2,250,000 | $— | | AIP | 9,000,000 | — | 9,000,000 | 9,000,000 | — | | Unvested Equity Awards | 6,000,000 | — | 6,000,000 | 6,000,000 | — | | Total | 17,250,000 | — | 17,250,000 | 17,250,000 | — | | Sean D. Goodman | | | | | | | Base Salary | 800,000 | — | 800,000 | 800,000 | — | | AIP | — | — | — | — | — | | Unvested Equity Awards | 634,968 | — | — | — | — | | Total | 1,434,968 | — | 800,000 | 800,000 | — | | Daniel E. Ellis | | | | | | | Base Salary | 595,000 | — | 595,000 | 595,000 | — | | AIP | — | — | — | — | — | | Unvested Equity Awards | 281,232 | — | — | — | — | | Total | 876,232 | — | 595,000 | 595,000 | — | | Elizabeth F. Frank | | | | | | | Base Salary | 1,190,000 | — | 1,190,000 | 1,190,000 | — | | AIP | — | — | — | — | — | | Unvested Equity Awards | 299,299 | — | — | — | — | | Total | 1,489,299 | — | 1,190,000 | 1,190,000 | — | | Kevin M. Connor | | | | | | | Base Salary | 1,122,700 | 1,122,700 | — | 1,122,700 | — | | AIP | — | — | — | — | 364,900 | | Unvested Equity Awards | 236,728 | — | — | — | — | | Total | 1,359,428 | 1,122,700 | — | 1,122,700 | 364,900 |

  92. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our CEO, Mr. Adam M. Aron, and the annual total compensation of our employees. This pay ratio is a reasonable estimate calculated in good faith, in a manner consistent with Item 402(u) of Regulation S-K, based on our payroll and employment records and the methodology described below. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratios reported by other companies may not be comparable to the pay ratio set forth below, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. For the year ended December 31, 2023: • The median of the annual total compensation of all employees of the Company (other than our CEO) was $11,555. • The annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $25,431,961. • Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 2,201 to 1. Following are the methodology and material assumptions we applied to identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of the “median employee”:

  93. Pay Ratio Disclosure

    | | 69 |

  94. Pay Ratio Disclosure

    We selected December 31, 2023, the last day of our fiscal year, as the date upon which to identify the median employee. • We prepared a list of all active employees as of December 31, 2023, resulting in a list of approximately 33,812 employees in 10 countries with approximately 24,165 employees based in the U.S. and 9,647 based internationally. No countries were omitted from our determination process. • We determined to use total earnings for the twelve months ended December 31, 2023, as our compensation measure. Total earnings include regular pay and additional pay elements such as overtime and tips. We used this measurement as this pay data was readily available in all our locations and representative of our compensation structure. • We did not make any cost-of-living adjustment in identifying the median employee and we annualized the compensation of all permanent employees included in the sample who were hired in 2023 but did not work for the entire year. • We determined the median amount of compensation from the compiled list and the related employee was selected as our median employee. Our median employee is a part-time theatre-level film crew employee in the U.S. • For the median employee, we combined all elements of the respective employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and consistent with the determination of the total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement.

  95. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between Company’s financial performance and the “Compensation Actually Paid” to (i) our principal executive officer (“PEO”) and (ii) our NEOs other than the PEO, on an average basis (“Non-PEO NEOs”) for each of the fiscal years ending December 31, 2020, 2021, 2022, and 2023. The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. For detail on our executive compensation programs, see the CD&A and the compensation tables above.

  96. Pay versus Performance

    | | | | | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table for PEO | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | Net Loss(4) (millions) | Adjusted EBITDA(5) (millions) | | 2023 | $25,431,961 | $8,906,933 | $3,952,811 | $1,891,511 | $13.91 | $50.09 | $(396.6) | $425.8 | | 2022 | 23,716,161 | (16,102,151) | 3,661,539 | (1,410,136) | 92.50 | 36.78 | (973.6) | 46.6 | | 2021 | 18,909,546 | 94,110,594 | 3,294,830 | 14,147,248 | 379.74 | 57.67 | (1,269.8) | (291.7) | | 2020 | 20,926,785 | 11,598,195 | 2,757,888 | 1,133,986 | 29.60 | 60.85 | (4,589.4) | (999.2) |

  97. Pay versus Performance

    For each of 2020, 2021, 2022, and 2023, Adam M. Aron served as the Company’s PEO. For 2020, the Company’s Non-PEO NEOs were Craig R. Ramsey, Sean D. Goodman, John D. McDonald, Elizabeth F. Frank, and Stephen A. Colanero. For 2021, the Company’s Non-PEO NEOs were Sean D. Goodman, John D. McDonald, Elizabeth F. Frank, and Stephen A. Colanero. For 2022 and 2023, the Company’s Non-PEO NEOs were Sean D. Goodman, Daniel E. Ellis, Elizabeth F. Frank, and Kevin M. Connor.

  98. Pay versus Performance

    | 70 | |

  99. Pay versus Performance

    The table below sets forth the adjustments to Total Compensation as reported in the Summary Compensation Tables used in calculating the Compensation Actually Paid for the year ended December 31, 2023. Fair Value, FMV, or change in Fair Value, as applicable, of equity awards was determined by reference to (i) for RSU awards, closing prices on applicable year-end date or the actual vesting dates, and (ii) for PSU awards, the same valuation methodology as RSU awards except year-end and vesting date values are multiplied by the probability of achievement as of each such date.

  100. Pay versus Performance

    | | 2023 | | | | PEO | Average Non-PEO NEOs | | Total Reported in Summary Compensation Table (“SCT”) | $25,431,961 | $3,952,811 | | Less, Value of Stock Awards Reported in SCT | (17,908,855) | (2,261,743) | | Less, Change in Pension Value in SCT | — | (2,098) | | Plus, Pension Service Cost and Impact of Pension Plan Amendments | — | — | | Plus, Year-End Value of Current Year Awards that are Unvested and Outstanding | 1,530,416 | 194,491 | | Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | (1,714,753) | (209,391) | | Plus, FMV at Vesting of Current Year Awards that Vested this Year | 7,885,650 | 984,907 | | Plus, Change in Fair Value at Vesting of Prior Year Awards that Vested this Year | 661,003 | 84,435 | | Less, Prior Year Fair Value of Prior Year Awards that Forfeited this Year | (6,991,809) | (853,639) | | Plus, Value of Accrued Dividend Equivalents Paid Upon Vesting of Awards this Year | 13,320 | 1,737 | | Compensation Actually Paid | 8,906,933 | 1,891,511 |

  101. Pay versus Performance

    (3) The Total Shareholder Return (“TSR”) for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2019. The Peer Group TSR reflects the Company’s peer group consisting of Cinemark Holdings, Inc. (CNK) and IMAX Corporation (IMAX) as reflected in our Annual Report on the Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2023. Historical stock performance is not necessarily indicative of future stock performance. (4) Reflects the Company’s Net Loss prepared in accordance with U.S. GAAP and reported in its Annual Report on Form 10-K for the applicable fiscal year. The Company chose Adjusted EBITDA as its Company Selected Measure for the most recent fiscal year because it is a key performance metric utilized in both the AIP and PSU grants under the EIP. Adjusted EBITDA is a non-GAAP financial measure and is determined in the same manner as described and defined in the Company’s Annual Report on Form 10-K (see Appendix A of this Proxy Statement for the calculation of Adjusted EBITDA for the fiscal year ended December 31, 2023). This performance measure may not have been the most important financial performance measure for prior fiscal years, and we may determine a different performance measure to be the most important financial performance measure in future years.

  102. Pay versus Performance

    | | 71 |

  103. Graphical Representation of Compensation Actually Paid and Financial Performance Measures

    Graphical Representation of Compensation Actually Paid and Financial Performance Measures

  104. Graphical Representation of Compensation Actually Paid and Financial Performance Measures

    | 72 | |

  105. Proposal Details

    | Key Governance Features in 2024 Plan | | | | | ✓ | Director Pay Cap: 2024 Plan contains rules placing annual caps on non-employee director equity awards | ✓ | Dividend Treatment: 2024 Plan contains rules barring payment of dividends or dividend equivalents before the underlying award vests or is exercised | | ✓ | Repricing Prohibition: 2024 Plan prohibits stock option/SAR repricing without the prior approval of the stockholders of the Company | ✓ | Discounted Stock Options/SARs Prohibited: Stock options and SARs must be granted at no less than fair market value | | ✓ | Award Clawback Provisions: 2024 Plan authorizes forfeiture or clawback of awards in accordance with the Company’s Executive Compensation Clawback Policy | ✓ | No “Evergreen” Provision: No automatic increase in shares available for grant under the 2024 Plan | | ✓ | Cash Buyout Prohibition: Plan prohibits cancellation and substitution of underwater stock options/SARs | | |