DEF 14A of AMC Global Media Inc., Apr 25, 2025

DEF 14A of AMC Global Media Inc.

Filed Apr 25, 2025 · FY20240001193125-25-095068

Open on EDGAR

  1. Director Nominees

    Director Nominees The board of directors of AMC Networks Inc. (the “Board of Directors” or “Board”) has nominated thirteen director candidates: five Class A nominees and eight Class B nominees. Each director is nominated for a term to expire at the 2026 annual meeting of the Company’s stockholders. Our directors have significant management, leadership and industry experience. In addition to these valuable attributes, our independent Class A nominees, elected by our Class A stockholders, also bring extensive knowledge of the media industry, enabling them to provide effective independent oversight of strategy and management’s execution of strategic initiatives, which is complemented by the valuable institutional knowledge of the Company that our Class B nominees, elected by our Class B stockholders provide. The Board is currently comprised of 54% independent directors. See Proposal 1 — Election of Directors, “Directors Elected By Class A Common Stockholders” and “Directors Elected By Class B Common Stockholders” in this proxy statement for detailed information about each director’s background, skills and qualifications.

  2. Director Nominees

    | Name | Director Since | Principal Occupation | Committees | | Directors Elected By Class A Common Stockholders | | | | | Matthew C. Blank | 2022 | • Senior Advisor, The Raine Group, LLC | — | | Joseph M. Cohen | 2022 | • Chairman and Chief Executive Officer, West Ridge Associates | — | | Debra G. Perelman | 2023 | • Former President and Chief Executive Officer, Revlon, Inc. | Audit | | Leonard Tow | 2011 | • Chief Executive Officer, New Century Holdings LLC | Compensation (Chair); Audit | | Carl E. Vogel | 2013 | • Private Investor • Industry Advisor, KKR & Co Inc. | Audit (Chair) | | Directors Elected By Class B Common Stockholders | | | | | James L. Dolan Chairman of the Board of Directors | 2011 | • Executive Chairman and Chief Executive Officer, Madison Square Garden Entertainment Corp. and Sphere Entertainment Co. • Executive Chairman, Madison Square Garden Sports Corp. | — | | Christopher J. Cox | 2024 | • Founder and principal of Cox ADR LLC • Former partner with Hogan Lovells LLP | — | | Aidan J. Dolan | 2021 | • Manager and Performer, Upright Man | — | | Patrick F. Dolan | 2011 | • Former Senior Network Advisor, News 12 Networks | — | | Thomas C. Dolan | 2011 | • Former Executive Vice President-Strategy and Development, Office of the Chairman, Cablevision Systems Corporation | — | | Stephen C. Mills | 2024 | • Former President and General Manager, New York Knicks | — |

  3. Director Nominees

    | Name | Director Since | Principal Occupation | Committees | | Directors Elected By Class B Common Stockholders | | | | | Brian G. Sweeney | 2011 | • Former President and Chief Financial Officer, Cablevision Systems Corporation | — | | Vincent Tese | 2016 | • Chairman of ICE Clear Credit LLC • Former Chief Executive Officer of the New York State Urban Development Corporation • Former Executive Chairman of FCB Financial Holdings Inc., and its subsidiary Florida Community Bank | Compensation |

  4. Director Compensation

    Director Compensation The following table describes the components of the non-employee director compensation program in effect during 2024:

  5. Director Compensation

    | Compensation Element* | Compensation Program | | Annual Retainer | $70,000 | | Annual Equity Retainer** | $135,000 in RSUs that vest on the date of grant and settle 90 days after service on the Board ceases | | Annual Non-Executive Chairman Fee*** | $200,000 | | Annual Committee Retainer Fees | $25,000 | | Chair Fee | $35,000 for the Audit Committee, $35,000 for the Compensation Committee | | Meeting Fees | $2,000 per meeting |

  6. Director Compensation

    * Includes any non-standing committee of the Board that may be established from time to time. A director who is a Company employee receives no additional compensation for serving as a director. ** Each director annual grant of RSUs is determined by dividing the value of the annual equity retainer by the twenty trading day average closing price on the day prior to the annual stockholders’ meeting. *** The Board approved an annual non-executive chairman fee of $200,000 on October 1, 2024, effective as of such date, in recognition of the role’s additional leadership responsibilities.

  7. 2024 Director Compensation Table

    2024 Director Compensation Table The table below summarizes the total compensation paid to or earned by each of our non-employee directors from January 1, 2024 through December 31, 2024. Directors who are employees of the Company receive no additional compensation for service as directors.

  8. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation (4) | Total ($) | | Matthew Blank | 82,000 | 127,868 | — | 209,868 | | Joseph Cohen | 80,000 | 127,868 | — | 207,868 | | Christopher J. Cox(5) | 38,908 | 130,977 | — | 169,885 | | Aidan Dolan | 82,000 | 127,868 | — | 209,868 | | Charles F. Dolan(6) | 2,241,346 | — | — | 2,241,346 | | James L. Dolan(7) | 132,000 | 127,868 | — | 259,868 | | Patrick F. Dolan | 82,000 | 127,868 | — | 209,868 | | Thomas C. Dolan | 82,000 | 127,868 | — | 209,868 | | Stephen C. Mills(8) | 46,654 | 127,868 | — | 174,522 | | Debra G. Perelman | 115,000 | 127,868 | — | 242,868 | | Brian G. Sweeney | 82,000 | 127,868 | — | 209,868 | | Vincent Tese | 123,000 | 127,868 | — | 250,868 | | Leonard Tow | 193,000 | 127,868 | — | 320,868 | | Carl E. Vogel | 150,000 | 127,868 | — | 277,868 | | Marianne Dolan Weber(9) | 40,332 | 127,868 | — | 168,200 |

  9. 2024 Director Compensation Table

    | (1) These amounts represent base fees, meeting fees and committee fees earned. The amounts reported do not include the Company’s reimbursement of reasonable out-of-pocket expenses incurred by each non-employee director in attending Board and Committee meetings. |

  10. 2024 Director Compensation Table

    | (2) With the exception of Mr. Christopher J. Cox, this column reflects the fair market value of 8,042 RSUs granted to each non-employee director on June 12, 2024 based on the closing stock price of $15.90 on that date, as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For Mr. Christopher J. Cox, this column reflects the fair market value of 12,968 RSUs granted on July 15, 2024 based on the closing stock price of $10.10 on that date as calculated in accordance with FASB ASC Topic 718. |

  11. 2024 Director Compensation Table

    | (3) For each non-employee director, the aggregate number of RSUs held as of December 31, 2024 is as follows: Mr. Matthew Blank, 23,170 units; Mr. Joseph Cohen, 22,658 units; Mr. Christopher J. Cox, 12,968 units; Mr. Aidan Dolan 25,151 units; Mr. Charles F. Dolan, 0 units; Mr. James L. Dolan, 50,284 units; Mr. Patrick F. Dolan, 50,284 units; Mr. Thomas C. Dolan, 50,284 units; Mr. Stephen C. Mills, 8,042 units; Ms. Debra G. Perelman, 19,012 units; Mr. Brian G. Sweeney, 50,284 units; Mr. Vincent Tese, 38,747 units; Dr. Leonard Tow, 50,284 units; Mr. Carl E. Vogel, 43,980 units; and Ms. Marianne Dolan Weber, 0 units. |

  12. 2024 Director Compensation Table

    | (4) The Company encourages its directors to attend certain events relating to its business at the Company’s expense to gain a better understanding of the Company’s business and products. The value of these benefits is not included in the table as permitted by SEC rules because the aggregate amount of perquisites did not exceed $10,000 for any director. |

  13. 2024 Director Compensation Table

    | (5) Reflects compensation for Mr. Christopher Cox’s service as a non-employee director from July 15 through December 31, 2024. |

  14. 2024 Director Compensation Table

    | (6) Charles F. Dolan served as the Company’s Chairman Emeritus until June 12, 2024 and was an employee of the Company until his death on December 29, 2024. He earned $241,346 in salary in 2024. In addition, on June 13, 2024, Mr. Dolan received a special recognition cash award approved by the Compensation Committee in the amount of $2,000,000 for his long-standing service to the Company. Mr. Dolan also participated in the Company’s benefit plans until his death. |

  15. 2024 Director Compensation Table

    | (7) James L. Dolan, the Chairman of the Board, earned $50,000 in non-executive chairman fees in 2024. |

  16. 2024 Director Compensation Table

    | (8) Reflects compensation for Mr. Stephen C. Mills’s service as a non-employee director from June 12 through December 31, 2024. |

  17. 2024 Director Compensation Table

    | (9) Reflects compensation for Ms. Marianne Dolan Weber’s service as a non-employee director from January 1 through July 8, 2024. |

  18. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS The Board has nominated thirteen of the Company’s thirteen current directors for re-election to the Board. Of the thirteen nominees for director, five are to be elected by the Class A stockholders and eight are to be elected by the Class B stockholders. All of the directors that are standing for re-election other than Christopher J. Cox were elected by the respective Class A and Class B stockholders at the 2024 annual meeting of the Company’s stockholders held on June 12, 2024. The Board noted that more votes were withheld than were cast in favor of the election of Class A Director Leonard Tow at the 2024 annual meeting and discussed the implications of that vote both in its Board meetings and with stockholders following the vote outcome. The Board believes, based on the public recommendations of ISS and Glass Lewis – two of the largest proxy advisor firms which are followed by many institutional investors – that the opposition to Dr. Tow was primarily driven by dissatisfaction with the Company’s governance structure and specifically our status as a controlled company and associated dual classification board structure and not the result of specific objections to Dr. Tow or his performance on the Board. Dr. Tow is a seasoned industry executive whose experience as a founder and chief executive officer of a major cable television company and as a former Board member of Cablevision have continued to provide our Board with valuable perspectives on the risks and opportunities inherent to our industry and our strategy. After careful consideration of the outcome and circumstances, as well as the crucial skills and differentiated experience he brings to the Board, the Board decided to nominate Dr. Tow for re-election at the annual meeting. All director nominees are hereby nominated for a term to expire at the 2026 annual meeting of the Company’s stockholders. The Company representatives appointed by the Board (the persons named in the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted to elect each of the director nominees below, as applicable based on whether you are a holder of Class A Common Stock or Class B Common Stock. If a nominee for election as a director by the Class A stockholders becomes unavailable before the election, the Company representatives named in the Class A proxy card will be authorized to vote for a replacement nominee for election as a director by the Class A stockholders if the Board names one. If a Class B director nominee becomes unavailable before the election, the persons named in the Class B proxy card will be authorized to vote for a replacement Class B director nominee if the Board names one. The Board unanimously recommends that you vote FOR each of the following candidates:

  19. Director Nominees Elected By Class A Common Stockholders

    Director Nominees Elected By Class A Common Stockholders

  20. Director Nominees Elected By Class B Common Stockholders

    Director Nominees Elected By Class B Common Stockholders

  21. Director since June 2024

    Director since June 2024 Mr. Stephen C. Mills served as President from 2017 to 2020 and Executive Vice President and General Manager from 2013 to 2017 of the New York Knicks, which is owned by MSG Sports. Prior to joining the New York Knicks, he served as a Partner at Athletes & Entertainers Wealth Management Group, LLC from 2009 to 2013, the Chief Operating Officer and Sports Business President of MSG Networks from 2003 to 2009, and in various roles at the NBA from 1984 to 2000. Mr. Mills has served as a director of Selective Insurance Group, Inc. since September 2020, a director of MSG Sports since 2020 and as a Trustee of Ariel Investments since 2015. Mr. Mills previously served as a director of MSG Networks from October 2020 to 2021. Mr. Mills has also served on the board of advisors for the Hospital for Special Surgery since 2011 and as a director of the Princeton University Varsity Club since 2010. He previously served as a trustee of USA Basketball from 1992 to 2000 and the Basketball Hall of Fame from 1992 to 2000. Key Skills & Qualifications In light of the knowledge and experience Mr. Mills has gained and contributions he has made during his tenure as a director of the Company, MSG Sports and MSG Networks, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

  22. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    Solid 2024 Performance Continues to Drive Long-Term Financial Results In 2024, AMC Networks delivered solid financial results as we continued to adapt and innovate amidst a competitive and fast changing media environment. We are pleased and encouraged by the progress we have made in 2024 to reorient the business around free cash flow generation as we focus on three key areas that we believe will drive our business forward – high-quality programming, innovative distribution partnerships and profitability. Key highlights for 2024 include:

  23. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | Cash provided by operating activities of $376 million |

  24. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | Free cash flow(1)(3)(4) of $331 million |

  25. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | Operating loss of $40 million |

  26. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | AOI(2)(3) of $563 million |

  27. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | Net revenues of $2.4 billion |

  28. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | (1) Free cash flow is a non-GAAP financial measure and is defined as net cash provided by operating activities less capital expenditures. |

  29. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | (2) The Company defines AOI, which is a non-GAAP financial measure, as operating income (loss) before depreciation and amortization, cloud computing amortization, share-based compensation expense or benefit, impairment charges (including gains or losses on sales or dispositions of business), restructuring and other related charges and including the Company’s proportionate share of adjusted operating income (loss) from majority-owned equity method investees. Because it is based on operating income (loss), AOI also excludes interest expense (including cash interest expense) and other non-operating income and expense items. |

  30. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | (3) For a reconciliation of these non-GAAP figures with the corresponding GAAP figures, please see Annex A. |

  31. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | (4) From time to time, certain adjustments are made to neutralize the impact of certain business items upon free cash flow which are not forecasted in the Company’s budget. |

  32. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    Our incentive compensation is largely determined by successful performance against several of these financial measures and is designed to promote the creation of long-term stockholder value. In recent years, AMC Networks’ Board and management have been deliberately shifting the Company’s strategy as a result of the complex operating environment and rapidly changing media industry, to a modernized strategy focused on maximizing the availability and monetization of our content across a broad array of distribution platforms. To align with this shift, the Company has prioritized AOI and free cash flow as the primary indicators of performance against this evolved strategy to deliver stockholder value. In order to further the meaningful link between the execution of its new strategy and our NEOs’ compensation, the Compensation Committee chose to use AOI and free cash flow as the two key financial measures in calculating annual and long-term cash incentive compensation for the Company’s 2023 performance year. Given the continued importance of these metrics to the achievement of our shifting Company strategy, the Compensation Committee determined to maintain AOI and free cash flow as the two key financial measures for 2024 and to heavily link compensation outcomes to financial performance against pre-set targets. This decision underscores the importance of delivering on this strategy, aligns executives’ interests with those of stockholders, and demonstrates a consistent pay-for-performance approach as management executes on key strategic initiatives to drive long-term value. Previously, net revenue, in addition to AOI and free cash flow, was utilized in evaluating the Company’s financial performance for purposes of calculating annual and long-term cash incentive compensation granted in 2022. For the Company’s annual incentive plan in 2024, the Compensation Committee designated AOI and free cash flow as the key financial performance measures, in addition to identifying four strategic goals across the organization for the year: (i) evolve the culture and organization, (ii) drive audience engagement, (iii) improve customer and partner experiences and (iv) preserve revenue and free cash flow. These strategic goals are critical to Company achievement of the financial goals and support our continued strategic evolution. The Compensation Committee weighted the combined key financial performance measures and the strategic goals equally, 50% each, and then designated specific weightings among each of the individual financial and strategic components, along with relevant metrics, to evaluate the Company’s performance. In order to be attentive to stockholder perspectives, we have continued to evaluate and enhance our disclosure over time to provide insight into the Compensation Committee’s evaluation of achievement against strategic goals, which we have continued to disclose in 2024. For more information on weightings and key performance highlights across selected financial and strategic goals, see “2024 Annual Incentive Program Awards” on page 88. The chart below provides the Company’s performance for certain financial measures in 2022, 2023 and 2024 that were used for our Annual Incentive Plan and our long-term incentive awards. The following are several of our 2024 achievements.

  33. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | The Company achieved net cash provided by operating activities of $376 million and free cash flow of $331 million in 2024, reflecting an 84% and 96% increase, respectively, from the prior year. |

  34. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | The Company’s streaming revenues increased to $603 million in 2024, reflecting a 7% increase from the prior year. |

  35. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | The Company’s streaming subscribers increased to 12.4 million as of December 31, 2024, reflecting an 8% increase from December 31, 2023. |

  36. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | We completed significant affiliate renewal activity, representing nearly half of our domestic affiliate subscriber base, including multi-year agreements with Charter, Cox, Verizon, and Cable One, among others. |

  37. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | We entered into an innovative branded non-exclusive content licensing partnership with Netflix to showcase 15 of our most popular shows. |

  38. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | We signed a multi-year renewal agreement with Amazon Prime Video Channels for the global distribution of our entire portfolio of streaming services. |

  39. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | We continued to expand our fast-growing FAST channels business, which included 19 total live FAST channel brands representing 136 active channel feeds on 12 different platforms at year end. |

  40. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | We delighted audiences with a high-quality slate of original programming across our networks and streaming services, including: AMC/AMC+’s The Walking Dead: The Ones Who Live, Anne Rice’s Interview with the Vampire, and The Walking Dead: Daryl Dixon; Acorn TV’s Harry Wild and Inspector Ellis; We TV’s Love After Lockup and The Braxtons; HIDIVE’s anime hits OSHI NO KO and I Parry Everything!; Shudder’s Late Night with the Devil and In a Violent Nature and IFC Films’ The Taste of Things and Memoir of a Snail, among many others. |

  41. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    We received recognition for our content, including:

  42. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | Anne Rice’s Interview with the Vampire (AMC/AMC+): Critics Choice Awards nominations |

  43. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | The Walking Dead Universe (AMC/AMC+): Saturn Awards wins |

  44. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | Planet Earth III (BBC America): Emmy Awards nominations |

  45. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | The Boulet Brothers’ Dragula (Shudder): Emmy Awards nominations |

  46. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | Memoir of a Snail (IFC Films): Academy Awards, Golden Globe Awards, Critics Choice Awards and Annie Animation Awards nominations |

  47. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | Blackberry (IFC Films): Film Independent Spirit Awards nominations |

  48. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | Late Night with the Devil (IFC Films/Shudder): Saturn Awards and Fangoria Chainsaw Awards wins |

  49. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | V/H/S/Beyond (Shudder): Critics Choice Awards nominations |

  50. Solid 2024 Performance Continues to Drive Long-Term Financial Results

    | • | HIDIVE (multiple series): 18 Crunchyroll Anime Awards nominations (including “Anime of the Year” and “Best Drama”) and 1 win |

  51. 2024 Key Compensation Decisions

    | Topic | Committee Action | Committee Rationale | | Annual Incentive Bonus Pool | Approved the 2024 annual incentive bonus payouts at 105% | To reflect the Company’s performance for 2024, the Compensation Committee approved the payout of the annual incentive bonuses to the NEOs at 105% of target, based on the Company’s overall corporate performance, which was calculated based on (i) the Company’s achievement of its four strategic goals and (ii) achievement of its pre-established AOI and free cash flow financial targets. | | 2022-2024 Cash Performance Awards Payout | Certified Company’s achievement against performance objectives and approved payout at 106.1% for the Company’s 2022 cash performance awards | To reflect the Company’s financial performance over the three-year period of 2022 through 2024, the Compensation Committee certified and approved the performance of its cash performance awards, which was calculated by averaging the achievement of three one year performance periods (2022, 2023, and 2024) against the Company’s specified targets of AOI, net revenues (for the 2022 performance year only) and free cash flow measures and then adjusting the average by performance modifiers based on the Company’s distribution share and viewership among a comparator group at the end of the three-year performance period resulting in an overall payout of these awards at 106.1% of target. |

  52. Compensation Governance Practices

    | ✓ | Align pay and performance | | ✓ | Majority of compensation is at risk | | ✓ | Engage in rigorous target-setting process for incentive metrics | | ✓ | Prohibit hedging and short sales by all employees | | ✓ | Prohibit pledging of Company stock and require pre-approval of trading by directors and executive officers | | ✓ | No excise tax gross up provisions | | ✓ | No dividends or dividend equivalents on unvested equity awards | | ✓ | Maintain a clawback policy for erroneously awarded compensation to our executive officers compliant with SEC rules and include additional clawback provisions in our equity awards | | ✓ | Stockholder feedback incorporated into compensation program reviews | | ✓ | Retention of Pay Governance LLC, an independent compensation consultant |

  53. Philosophy and Objectives of Our Executive Compensation Program

    | • | Incentive compensation of the Company’s executive officers should be weighted more heavily on long-term rather than short-term accomplishments and results; |

  54. Philosophy and Objectives of Our Executive Compensation Program

    The primary elements of 2024 executive compensation were base salary, an annual cash incentive award and long-term incentive awards in the form of restricted stock units, which vest ratably over three years, and cash performance awards that cliff vest at the end of three years. We target the elements of our compensation so that at least 50% of total target direct compensation for our NEOs is performance-based. In this way, a significant portion of the value ultimately realized by the executive depends upon the Company’s performance and can be considered at-risk compensation.

  55. 2024 NEO Total Target Direct Compensation Program Structure

    | Component | | Pay for Performance Rationale | Performance Period | | Base Salary | | • Based on level and merit and benchmarking against relevant peers | N/A | | Annual Cash Incentives | | • Based on the Company’s overall annual performance, which was calculated based on achievement of (i) the Company’s four strategic goals (see page 86 for a description of these goals) and (ii) specified AOI and free cash flow financial targets. | One year | | Long-Term Incentive Awards | Cash Performance Awards (CPAs) • 50% to all of our NEOs | • AOI • Free cash flow • Distribution share and viewership | Three one-year performance periods averaged and subject to a modifier tied to three-year performance. | | | Restricted Stock Units (RSUs) • 50% to all of our NEOs | • Stock Performance | Vests ratably over three years |

  56. 2024 Performance Metrics

    2024 Performance Metrics A significant percentage of total compensation generally is allocated to at-risk compensation in accordance with the Compensation Committee’s philosophy as described above. The Compensation Committee reviews historical Company compensation, other information provided by the Compensation Committee’s independent compensation consultant, such as peer group market data, and other factors, such as each executive officer’s experience, performance and length of service, to determine the level and mix of compensation for executive officers, by position and grade level, that the Compensation Committee has deemed appropriate. The allocation between cash and equity compensation and short and long-term compensation is designed to provide a combination of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives. Historically, the performance metrics for the Company’s incentive compensation have been based on the Company’s net revenues, AOI and free cash flow. However, beginning in 2023, as a result of its regular review of our compensation program, the Compensation Committee decided to use only AOI and free cash flow as its financial metrics as the Compensation Committee believes that these two financial measures are key in evaluating our NEOs’ effectiveness in executing the Company’s strategy to maximize the availability and monetization of our content across a broad array of distribution platforms. Moreover, these financial metrics are now the key performance measures used by the Company’s investors and analysts to evaluate the Company’s operating performance. The Compensation Committee believes that successful performance against these measures promotes the creation of long-term stockholder value, and as such determined to continue using AOI and free cash flow as the key financial performance measures for 2024.

  57. 2024 Performance Metrics

    | • | AOI is important because it reflects our ability to control costs and generate income through our operations to invest in our current businesses as well as new opportunities. |

  58. 2024 Performance Metrics

    | • | Free cash flow reflects our ability to generate cash for our stockholders after we have made the necessary investments in our current operations to ensure they continue to perform. |

  59. 2024 Performance Metrics

    These financial measures make up the Company’s cash performance award objectives and are included as a component of the Annual Incentive Program. The Compensation Committee believes these streamlined metrics align with our go-forward strategy and most effectively serve to align executives’ interests with those of stockholders.

  60. Employment Agreements

    Employment Agreements We have written employment agreements with each of our NEOs. We generally enter into employment agreements with our senior executives when the Compensation Committee determines that it is appropriate to attract or retain an executive. As discussed in greater detail below under Executive Compensation Tables, “Employment Agreements,” much of the NEOs’ compensation is determined in accordance with their employment agreements. The Compensation Committee believes that entering into employment agreements with our senior executives provides management stability and helps ensure that the Company has the continuity to achieve our strategic objectives. The Compensation Committee further recognizes that the entertainment industry standard practice is for executives to have employment agreements. Each of the NEOs has demonstrated strong performance and willingness to take on greater responsibilities as the Company evolves and their employment agreements are designed to ensure their continued contributions to the Company. For additional details about these employment agreements, please refer to the “Employment Agreements” section which is on pages 108 to 121 of this Proxy Statement.

  61. Annual Cash Incentives

    Annual Cash Incentives Annual cash incentive awards are designed to link executive compensation directly to the Company’s performance and provide incentives and rewards for excellent business performance during the year. All members of management, including the NEOs, participate in the Company’s Annual Incentive Program.

  62. NEO Annual Incentive Award Target Setting

    NEO Annual Incentive Award Target Setting Each NEO who is eligible for an annual cash incentive award is assigned a target annual incentive award equal to a percentage of that employee’s annual base salary. For 2024, target awards were set as a percentage of the base salary earned during 2024. The target annual cash incentive awards are determined based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each of the employment agreements of our NEOs contains a target annual incentive award level. The Compensation Committee currently reviews the target award levels of the executive officers and going forward intends to do so at least annually. The Compensation Committee evaluates each such executive’s performance and experience, and, based on this evaluation and in accordance with the terms of the employment agreements, the Compensation Committee, in its sole discretion, determines target annual incentive award levels for the executive officers. Target annual incentive awards for NEOs in 2024 (expressed as a percentage of earned base salary), were as follows: Ms. Dolan — 200%; Mr. McDermott — 100%; Ms. Kelleher — 125%; Mr. O’Connell — 100%; and Mr. Gallagher — 100%. For information regarding these target annual incentive award levels, see Executive Compensation Tables, “Employment Agreements,” below.

  63. 2024 Annual Incentive Program Awards

    2024 Annual Incentive Program Awards AMC’s Board and management have deliberately shifted its strategy in recent years as a result of the complex operating environment and rapidly changing media industry, to transition from a cable programmer to a multi-content distributor. To align with this shift, the Company has prioritized AOI and free cash flow as the primary indicators of performance against this evolved strategy to deliver stockholder value. Under the 2024 Annual Incentive Program, the Company identified four strategic goals for the year, which were weighted 50% in the aggregate. The Compensation Committee then weighted these four goals individually and established key performance indicators under each goal to evaluate the Company’s performance. The remaining 50% was determined by the Company’s financial performance (measured against pre-set free cash flow and AOI targets which were derived from the Company’s 2024 Budget Goals approved by the Board). Taken together, the Company achieved a performance level of 105% of target in 2024 under the Annual Incentive Program. Mr. Romanello was not eligible to receive an annual incentive award in 2024 as he did not join the Company until December 10, 2024. Mr. Romanello did receive a one-time signing bonus of $600,000 in connection with his appointment as Executive Vice President and General Counsel. This one-time signing bonus was intended in part to replace the compensation that Mr. Romanello forfeited from his previous employment by joining the Company as well as the loss on the sale of his home in due to his relocation to New York in connection with his joining the Company. The Company’s achievement of 105% of target was generally attributable to a combination of factors, including strong achievement of our financial metrics and execution of key initiatives supporting our strategic goals, such as:

  64. 2024 Annual Incentive Program Awards

    | • | development of an innovative branded non-exclusive content licensing agreement with Netflix to showcase AMCN scripted titles, paving way for more strategic bundling conversations; |

  65. 2024 Annual Incentive Program Awards

    | • | growing our digital ad sales revenue; |

  66. 2024 Annual Incentive Program Awards

    | • | optimizing our content licensing revenue; |

  67. 2024 Annual Incentive Program Awards

    | • | restructuring our JV with BBC Studios resulting in the full ownership of BBC America; |

  68. 2024 Annual Incentive Program Awards

    | • | improving the customer experience; |

  69. 2024 Annual Incentive Program Awards

    | • | refreshing AMCN brands (WE and Acorn); and |

  70. 2024 Annual Incentive Program Awards

    | • | renegotiating our contract with Nielsen. |

  71. Annual Incentive Plan Utilizes Weighted Criteria Central to Strategy and Value-Creation

    Annual Incentive Plan Utilizes Weighted Criteria Central to Strategy and Value-Creation

  72. Annual Incentive Plan Utilizes Weighted Criteria Central to Strategy and Value-Creation

    | | Weighting | Actual Performance | Key Performance Highlights | | Goal 1: Evolve the Culture and Organization | 8% | 8% | • Reorganized linear, streaming scheduling advertising research teams • Built out talent management and career development programs | | Goal 2: Drive Audience Engagement | 11% | 7% | • Optimized content strategy planning • Refreshed AMCN brands (WE and Acorn) | | Goal 3: Improve the Customer and Partner Experiences | 6% | 5% | • Transformed streaming consumer experience | | Goal 4: Preserve Revenue and Free Cash Flow | 25% | 21% | • Identified and launched streaming partnership for AMC programming • Optimized content licensing revenue • Grew digital ad sales revenue • Addressed balance sheet maturities • Renegotiated Nielsen contract • Restructured BBCA JV | | Free Cash Flow | 40% | 54% | • Exceeded our 2024 Free Cash Flow target by 35%. | | Adjusted Operating Income | 10% | 10% | • Met our 2024 AOI target |

  73. Annual Incentive Plan Utilizes Weighted Criteria Central to Strategy and Value-Creation

    As a result of the Company’s achievement of 105% of its performance targets, the Committee decided to pay the participating NEOs under the 2024 Annual Incentive Program at 105% of target.

  74. 2024 Annual Incentive Award Payouts

    2024 Annual Incentive Award Payouts Based on the performance under the Annual Incentive Program, the 2024 annual incentive awards were paid by the Company to the participating NEOs as shown in the table below:

  75. 2024 Annual Incentive Award Payouts

    | NEO | Eligible Earnings | Target Bonus as % of Base Salary | Target Bonus | Earned Annual Incentive Program Award of Target | Actual Annual Incentive Award | | Kristin Dolan | $2,000,000 | 200% | $4,000,000 | 105.0% | $4,200,000 | | Dan McDermott | $1,530,000 | 100% | $1,530,000 | 105.0% | $1,606,500 | | Kim Kelleher | $1,300,000 | 125% | $1,625,000 | 105.0% | $1,706,250 | | Patrick O’Connell | $950,273(1) | 100% | $950,273 | 105.0% | $997,787 | | Salvatore Romanello(2) | N/A | N/A | N/A | N/A | N/A | | James G. Gallagher | $850,000 | 100% | $850,000 | 105.0% | $892,500 |

  76. 2024 Annual Incentive Award Payouts

    | (1) Mr. O’Connell’s annual base salary increased from $800,000 to $1,000,000 as of April 1, 2024. Eligible earnings reflect actual salary earned in 2024. |

  77. 2024 Annual Incentive Award Payouts

    | (2) Mr. Romanello was not eligible for an annual bonus in 2024 as he did not join the Company until December 10, 2024. |

  78. Long-term Incentives

    Long-term Incentives Long-term incentives represent a substantial portion of our NEO’s total compensation. For 2024, our long-term incentive program for participating executives consisted of two elements: cash performance awards and RSUs. These long-term incentives are awarded to members of management based upon each individual’s grade level. For each of Ms. Dolan, Mr. O’Connell, Ms. Kelleher and Messrs. McDermott and Gallagher, their long-term incentive awards were comprised of 50% of the value in cash performance awards and 50% of the value in RSUs. Mr. Romanello was not eligible to receive long-term incentive awards in 2024 as he did not join the Company until December 10, 2024.

  79. Cash Performance Awards

    Cash Performance Awards In 2024, our executive compensation program provided an annual grant of three-year cash performance awards to each participating executive officer and other members of management to be earned on the basis of performance of the Company relative to pre-established financial goals. Each recipient is eligible to receive a target cash performance award for the three-year vesting period, the amount of which depends on the employee’s grade level and employment agreement, if any. To the extent that the Company’s target performance objectives are achieved, and the recipient is continuously employed through the payment date, eligible employees may receive payouts greater than or less than (or none of) their target cash performance award. Due to ongoing competitive and dynamic challenges in the industry, which have continued to make multi-year performance targets unfeasible and potentially counter-productive, and the Committee’s desire to retain ambitious financial targets, the Compensation Committee has designed the long-term cash performance awards with three one-year performance periods with the performance conditions for each year set at the beginning of such year (as opposed to a single three-year performance period in which the performance conditions are set at the beginning of that period). By setting performance conditions each year, the Committee can pivot for strategic re-alignment in response to new market entrants, increased competition for talent and similar changes in the industry. Each one-year performance period will be subject to achievement of specified financial targets, which may include AOI and free cash flow. These performance targets are intended to measure the Company’s ongoing operating performance and will be subject to various adjustments, including for acquisitions and dispositions and investments in new business initiatives not contemplated at the time the performance objectives are formulated and will exclude all charges for long-term performance-based compensation. The percentage of target earned in each of the three years (which may not exceed 120% of target for 2024 and 120% of target for 2025 and has not yet been set for 2026 but may not exceed an upper limit of 150% of target) will be averaged at the end of the third year and adjusted by performance modifiers based on (i) the Company’s share of linear subscribers among a comparator group measured over the full three-year period and (ii) the Company’s share of audience among a comparator group over the full three-year period. For its cable distribution comparator group, the Company used a customized peer group to the standard Nielsen definition of “English Ad Supported Cable networks” excluding the Company. For its linear viewership comparator group, the Company used a Live+3-day measurement of P2+ in Sales Prime which is in line with how we internally measure ourselves. This cash performance award design enables the Company to continue to achieve the intended goals of its long-term incentive plan — alignment with Company performance and retention of key executives — while providing the flexibility to set appropriate annual incentive goals in an increasingly changing media landscape. Further, combining a three-year performance modifier wrapped around three one-year measures enables the Company to annually set meaningful and challenging business goals while maintaining a long-term focus toward audience development, which remains a key factor in the future success of the Company. 2024 Cash Performance Award Grants. In March 2024, the Compensation Committee granted cash performance awards to the following participating NEOs in the following target amounts:

  80. Cash Performance Awards

    Mr. Romanello was not eligible for a 2024 cash performance award as he did not join the Company until December 10, 2024. The 2024 annual performance targets for the cash performance awards set forth in the table below were derived from the Company’s strategic plan and represent year one for the 2024 cash performance awards, year two for the 2023 cash performance awards and year three for the 2022 cash performance awards. We believe that our strategic plan, and consequently the 2024 annual performance targets set by the Compensation Committee, reflect desired above-market performance. In determining the threshold levels of performance, the Company’s strategic plans and the degree of difficulty in achieving the targets, including a comparison with analysts’ published projections of our growth as well as the projected growth of some of our competitors, were considered. The portion of the cash performance awards tied to the 2024 performance year was determined as follows: a threshold performance of 80% of target would result in earning 80% of target and a performance of 120% of target or better would result in earning 120% of target. For purposes of determining the average three-year performance under the award (before the +/- 10% modifier is applied), 0% will be earned in respect of any performance year for performance below threshold. Performance between threshold and target and between target and maximum will be established by linear interpolation. The Compensation Committee believed that the lowest levels on the sliding scale of the 2024 annual performance metrics for the 2022-2024 cash performance awards would likely be achieved, although there was no assurance this would occur. The Compensation Committee had the authority to amend or waive the 2024 annual performance targets under the cash performance awards and to make interpretations thereof and adjustments thereto subject to the award agreement. Cash Performance Awards — Performance Results for 2024 (2022-2024 CPAs) On March 4, 2025, the Compensation Committee determined the Company’s achievement against the 2024 annual performance objectives of AOI and free cash flow for the 2022-2024 cash performance awards. The following table shows actual performance with respect to each of the 2024 annual performance objectives relative to the targets established by the Compensation Committee in March 2024 and the resulting percentage achieved for 2024. Such percentage amount will be averaged with the percentage earned in each of the other two performance years for each tranche of cash performance awards against annual performance objectives and adjusted by the three-year performance modifier as described above.

  81. Restricted Stock Units

    Restricted Stock Units Under our executive compensation program, long-term incentive grants of RSUs are made to participating executive officers and certain other members of management pursuant to the Company’s Current A&R 2016 Employee Stock Plan. The majority of our 2024 RSU awards were granted on March 12, 2024, and vest ratably over a three-year vesting period. The Committee believes that this vesting schedule provides the Company with an effective recruitment tool, conforms to industry practice and is appropriately balanced by the three-year cliff vesting of the cash performance awards. In March 2024, the Compensation Committee granted RSUs to the participating NEOs in the following amounts:

  82. Restricted Stock Units

    | NEO | RSU Awards(1) | Grant Date Fair Value(2) | | Kristin Dolan | 183,398 | $2,308,981 | | Dan McDermott | 38,610 | $486,100 | | Kim Kelleher | 38,610 | $486,100 | | Patrick O’Connell | 57,915 | $729,150 | | James. G. Gallagher | 96,525 | $1,215,250 |

  83. Restricted Stock Units

    | (1) Except as noted herein, the RSU awards granted in March 2024 will vest ratably over a three-year vesting period subject to continued employment. Mr. Gallagher’s RSUs will continue to vest ratably over a three-year vesting period pursuant to the terms of his separation agreement. |

  84. Restricted Stock Units

    | (2) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718 using a share price of $12.59 on March 12, 2024, as its grant value. A 20-trading day average share price was used to determine the number of shares granted to executive officers. |

  85. Restricted Stock Units

    Mr. Romanello was not eligible for a 2024 RSU award as he did not join the Company until December 10, 2024. On December 10, 2024, the Compensation Committee granted Mr. Romanello 42,919 RSUs, which will vest on December 10, 2025, as a special equity award in connection with his appointment as Executive Vice President and General Counsel. The grant date fair value for these RSUs is $412,881 and is calculated in accordance with FASB ASC Topic 718 using a share price of $9.62 on December 10, 2024. A 20-trading day average share price was used to determine the number of shares granted to Mr. Romanello. Additional information regarding RSUs for the NEOs during 2024 is set forth in the 2024 Summary Compensation Table and the 2024 Grants of Plan-Based Awards table under “Executive Compensation Tables” below. More information regarding other equity grants for the NEOs appears in the Outstanding Equity Awards at 2024 Year End table under “Executive Compensation Tables” below.

  86. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. Our Compensation Committee utilizes the services of an independent compensation consultant to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives. In August 2011, after a full review and selection process, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) to serve as its independent compensation consultant. Pay Governance reports directly to our Compensation Committee, and, at the request of the Compensation Committee, Pay Governance meets with members of our management from time to time for purposes of gathering information on management proposals and recommendations to be presented to our Compensation Committee. The following is a description of the services provided by Pay Governance in 2024 as the Compensation Committee’s consultant:

  87. Role of Independent Compensation Consultant

    | • | Attended all Compensation Committee meetings; |

  88. Role of Independent Compensation Consultant

    | • | Provided information, research and analysis pertaining to the executive compensation program for 2024; |

  89. Role of Independent Compensation Consultant

    | • | Regularly updated the Compensation Committee on market trends, changing practices and legislation pertaining to compensation; |

  90. Role of Independent Compensation Consultant

    | • | Assisted the Compensation Committee in making pay determinations for the CEO and the other executive officers; |

  91. Role of Independent Compensation Consultant

    | • | Advised on the design of the executive compensation program and the competitiveness of individual compensation targets and awards; and |

  92. Role of Independent Compensation Consultant

    | • | Provided advice and recommendations that incorporated both market data and Company-specific factors. |

  93. Role of Independent Compensation Consultant

    During 2024, Pay Governance provided no other services to the Company. The Compensation Committee believes that Pay Governance’s work did not raise any conflict of interest during 2024. In reaching this conclusion, the Compensation Committee considered the factors set forth in the SEC rules regarding compensation advisor independence. Although such independence rules are not applicable to the Company because it is a controlled company, the Compensation Committee believes that Pay Governance nonetheless satisfies the independence factors provided in such rules.

  94. Benchmarking

    Benchmarking To ensure we provide compensation comparable to that offered by other leading companies in our industry, we compare the Company’s executive compensation levels against an appropriate peer group of companies tailored for specific NEOs. As part of the Compensation Committee’s review of 2024 compensation, Pay Governance assisted the Compensation Committee in: (1) determining the appropriate peer group to be used for competitive comparisons (the “Corporate Peer Group”); (2) assessing executive compensation in comparison with the Corporate Peer Group and in light of the Company’s performance; and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends. On December 7, 2023, the Compensation Committee reviewed the Corporate Peer Group to be used in 2024. The Committee found that all eleven companies used for the Corporate Peer Group for 2023 performance year should remain for the 2024 performance year.

  95. Benchmarking

    | 2024 Corporate Peer Group | | | Electronic Arts | Roku Inc. | | E. W. Scripps Company | Sinclair Broadcast Group, Inc. | | Fox Corporation | Sirius XM Holdings, Inc. | | Lions Gate Entertainment Corp. | Take-Two Interactive Software Inc. | | Nexstar Media Group, Inc. | TKO Group Holdings Inc. | | Paramount Global | |

  96. Benchmarking

    The Corporate Peer Group still includes companies with significantly larger market capitalizations than the Company because there are not a sufficient number of peers with similar market capitalizations in our industry to develop a broadly representative peer group. Therefore, the Committee determined that market capitalization should only be one of many factors considered when selecting a peer group. Revenues, lines of business and sources and competition for talent are also important and, thus, Fox Corporation and Paramount Global, are included in the Company’s Corporate Peer Group for 2024. This Corporate Peer Group differs from that used in the stock performance graph contained in the Annual Report on Form 10-K. In connection with the review of 2024 compensation, Pay Governance presented to the Compensation Committee a comparison of total compensation and each of its components with the median in each position’s peer group. The Compensation Committee set a general guideline for total target direct compensation, over time, at a range from the median to the 75th percentile of the applicable peer group, reserving for the Compensation Committee the flexibility to recognize differences by individual as well as variability of peer group data. The Company competes for talented executives in a highly-compensated industry. The Compensation Committee believes that this range is appropriate in light of the competitive nature of the Company’s businesses as well as the Company’s and its management’s performance. The Compensation Committee believes that these guidelines for total target compensation provide a useful point of reference, along with the other factors described above, in administering the Company’s executive compensation program. For 2024, after considering individual performance and scope of responsibilities, the Compensation Committee believes that all NEOs are assigned total target direct compensation levels consistent with the compensation philosophy.

  97. Clawback Policy

    Clawback Policy On October 24, 2023, the Company adopted a clawback policy that was established in accordance with the listing requirement of the NASDAQ to provide for the recovery or “clawback” of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement. The policy became effective on December 1, 2023 and applies to incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding an accounting restatement and after the effective date of the NASDAQ listing requirement, October 2, 2023. The Company’s equity award agreements also provide the Company with the ability to clawback the fair market value of a recipient’s equity awards (including awards subject to time-based vesting) in the event of a recipient’s breach of the restrictive covenants included in such award agreements.

  98. Policies Relating to Timing of Grant of Certain Equity Awards

    Policies Relating to Timing of Grant of Certain Equity Awards We historically have not granted, and currently have no plans to grant option awards. Consequently, we have not adopted a policy with respect to the timing of option awards relative to the disclosure of material nonpublic information.

  99. 2024 Summary Compensation Table

    2024 Summary Compensation Table The table below summarizes the total compensation paid or earned by each of our NEOs and paid by us for the years ended December 31, 2022, December 31, 2023 and December 31, 2024. Pursuant to SEC rules, the Summary Compensation Table is required to include for a particular year only those equity awards granted during that year and only cash compensation earned during that year. Accordingly, long-term cash performance awards granted during 2024 and 2023 (which will be earned, if at all, at the end of 2026 and 2025, respectively) are not reflected in the 2024 Summary Compensation Table and will instead be disclosed for the year during which they are earned. Long-term cash performance awards granted during 2022, which were earned at the end of 2024, are reflected in the “2024 Summary Compensation Table.”

  100. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Kristin Dolan | 2024 | 2,000,000 | — | 2,308,981 | 4,200,000 | 182,077 | 8,691,058 | | Chief Executive Officer | 2023 | 1,653,846 | — | 8,816,270 | 4,040,000 | 71,520 | 14,581,636 | | Dan McDermott (1) | 2024 | 1,530,000 | 10,000 | 486,100 | 2,136,789 | 13,800 | 4,176,689 | | President – Entertainment and AMC Studios | 2023 | 1,530,000 | — | 545,654 | 1,864,940 | 13,200 | 3,953,794 | | Kim Kelleher (1) | 2024 | 1,300,000 | 15,000 | 486,100 | 2,236,539 | 13,556 | 4,051,195 | | Chief Commercial Officer | 2023 | 1,300,000 | — | 545,654 | 2,040,800 | 13,400 | 3,899,854 | | | 2022 | 1,300,000 | — | 493,125 | 1,422,635 | 43,047 | 3,258,807 | | Patrick O’Connell | 2024 | 950,273 | 10,000 | 729,150 | 1,634,134 | 13,143 | 3,336,700 | | Executive Vice President | 2023 | 800,000 | — | 654,788 | 808,000 | 13,057 | 2,276,482 | | and Chief Financial Officer | 2022 | 320,000 | 1,050,000 | 617,916 | 758,400 | — | 2,746,316 | | Salvatore Romanello(1) | 2024 | 27,692 | 600,000 | 412,881 | — | 29,048 | 1,069,621 | | Executive Vice President and General Counsel | | | | | | | | | James G. Gallagher | 2024 | 850,000 | — | 1,215,250 | 2,218,222 | 37,223 | 4,320,695 | | Former Executive Vice President and | 2023 | 850,000 | — | 1,364,126 | 2,190,334 | 38,823 | 4,443,283 | | General Counsel | 2022 | 850,000 | — | 1,214,558 | 1,626,300 | 39,978 | 3,730,836 |

  101. 2024 Summary Compensation Table

    | (1) Dan McDermott was designated an executive officer on June 15, 2023. Kim Kelleher was designated an executive officer on October 19, 2022. Mr. Romanello was designated an executive officer on December 10, 2024. |

  102. 2024 Summary Compensation Table

    | (2) For 2024, salaries paid to the NEOs accounted for the following percentage of their total compensation: Ms. Dolan — 23%; Mr. McDermott — 37%; Ms. Kelleher — 32%; Mr. O’Connell —28%; Mr. Romanello — 3%; and Mr. Gallagher — 20%. Mr. Romanello’s salary reflects actual salary earned in 2024. His annualized salary is $800,000. |

  103. 2024 Summary Compensation Table

    | (3) In 2024, Messrs. McDermott and O’Connell each received a $10,000 discretionary special recognition award and Ms. Kelleher received a $15,000 discretionary special recognition award based on the CEO’s recommendation that the personal performances of each of these executive officers warranted an additional amount because of their extraordinary effort and achievement. Mr. Mc Dermott led the Company’s efforts to optimize the Company’s content strategy planning and deepen customer engagement in our brands and services. Mr. O’Connell was instrumental in driving the Company’s significant year-over-year increase in free cash flow as well as the refinancing of the Company’s near-term debt maturities. Ms. Kelleher led her commercial revenues teams to successfully renegotiate approximately 50% of the Company’s outstanding affiliate deals and increase the Company’s third-party content licensing sales by 5%. On December 10, 2024, in connection with Mr. Romanello’s appointment as Executive Vice President and Chief Financial |

  104. 2024 Summary Compensation Table

    | Officer, Mr. Romanello earned a one-time signing bonus of $600,000. This one-time signing bonus was intended to replace in part the compensation that Mr. Romanello forfeited from his previous employment by joining the Company as well as the loss on the sale of his home in connection with his relocation. On August 8, 2022, in connection with Mr. O’Connell’s appointment as Executive Vice President and Chief Financial Officer, Mr. O’Connell earned a one-time signing bonus of $1,050,000. This one-time signing bonus was intended to replace the compensation that Mr. O’Connell forfeited from his previous employment by joining the Company. Mr. O’Connell’s one-time signing bonus was inadvertently excluded from the Company’s 2023 and 2024 proxy statements. |

  105. 2024 Summary Compensation Table

    | (4) This column includes the value of stock-based awards granted to NEOs during 2024, 2023 and 2022 based upon the grant date fair value, as determined under SEC guidance. |

  106. 2024 Summary Compensation Table

    | The 2024 figures in this column for Messrs. McDermott, O’Connell, Romanello and Gallagher and Mses. Dolan and Kelleher reflect the aggregate grant date fair value of the Company’s RSUs at target that were awarded in 2024 without any reduction for the risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 as follows: Ms. Dolan: $2,308,981; Mr. McDermott: $486,100; Ms. Kelleher: $486,100; Mr. O’Connell: $729,150; Mr. Romanello: $412,881; and Mr. Gallagher: $1,215,250. Details regarding the grants of RSUs can be found in the “2024 Grants of Plan-Based Awards” table and details regarding outstanding stock awards can be found in the “Outstanding Equity Awards at 2024 Year End” table. |

  107. 2024 Summary Compensation Table

    | The 2023 figures in this column for Messrs. McDermott, O’Connell and Gallagher and Mses. Dolan and Kelleher reflect the aggregate grant date fair value of the Company’s RSUs at target that were awarded in 2023 without any reduction for the risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 as follows: Ms. Dolan: $8,816,270; Mr. McDermott: $545,654; Ms. Kelleher: $545,654; Mr. O’Connell: $654,788; and Mr. Gallagher: $1,364,126. The 2023 figures for Ms. Dolan include a special equity award of 297,325 RSUs that the Compensation Committee granted to Ms. Dolan on February 27, 2023 in connection with her appointment as Chief Executive Officer. |

  108. 2024 Summary Compensation Table

    | The 2022 figures in this column for Messrs. O’Connell and Gallagher and Ms. Kelleher reflect the aggregate grant date fair value of the Company’s RSUs at target that were awarded in 2022 without any reduction for the risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 as follows: Ms. Kelleher: $493,125; Mr. O’Connell: $617,916; and Mr. Gallagher: $1,214,558. |

  109. 2024 Summary Compensation Table

    | (5) The 2024 figures in this column for Messrs. McDermott, O’Connell and Gallagher and Mses. Dolan and Kelleher include amounts from the annual incentive awards for performance in 2024. For Messrs. McDermott, O’Connell and Gallagher and Ms. Kelleher, the 2024 figures in this column also include the value of long-term cash performance awards granted in 2022, earned at the end of 2024 as follows: Mr. McDermott: $530,289; Ms. Kelleher: $530,289; Mr. O’Connell: $636,347; and Mr. Gallagher: $1,325,722. Pursuant to SEC rules, these figures do not reflect long-term cash performance awards granted during 2024, which will be earned, if at all, at the end of 2026. Long-term performance awards in respect of 2024 were granted in the form of cash-based awards and are not reflected in this table (instead, such awards will be disclosed for the year during which they are earned (if any)), and were granted in the following target amounts: Ms. Dolan: $2,375,000; Mr. McDermott: $500,000; Ms. Kelleher: $500,000; Mr. O’Connell: $750,000; and Mr. Gallagher: $1,250,000. |

  110. 2024 Summary Compensation Table

    | The 2023 figures in this column for Messrs. McDermott, O’Connell and Gallagher and Mses. Dolan and Kelleher include amounts from the annual incentive awards for performance in 2023. For Messrs. McDermott and Gallagher and Ms. Kelleher, the 2023 figures in this column also include the value of long-term cash performance awards granted in 2021, earned at the end of 2023 as follows: Mr. McDermott: $319,640; Ms. Kelleher: $399,550; and Mr. Gallagher: $1,331,834. Pursuant to SEC rules, these figures do not reflect long-term cash performance awards granted during 2023, which will be earned, if at all, at the end of 2025. Long-term performance awards in respect of 2023 were granted in the form of cash-based awards and are not reflected in this table (instead, such awards will be disclosed for the year during which |

  111. 2024 Summary Compensation Table

    | they are earned (if any)), and were granted in the following target amounts: Ms. Dolan: $1,875,000; Mr. McDermott: $500,000; Ms. Kelleher: $500,000; Mr. O’Connell: $600,000; and Mr. Gallagher: $1,250,000. |

  112. 2024 Summary Compensation Table

    | The 2022 figures in this column for Messrs. O’Connell and Gallagher and Ms. Kelleher include amounts from the annual incentive awards for performance in 2022. Pursuant to SEC rules, these figures do not reflect long-term cash performance awards granted during 2022, which were earned at the end of 2024. Long-term performance awards in respect of 2022 were granted in the form of cash-based awards and were granted in the following target amounts: Ms. Kelleher: $500,000; Mr. O’Connell: $600,000; and Mr. Gallagher: $1,250,000. See the first paragraph of this footnote 5 for amounts actually earned in 2024, which are reflected in the 2024 figures of this column. |

  113. 2024 Summary Compensation Table

    | (6) The table below shows the components of this column for 2024. |

  114. 2024 Summary Compensation Table

    | Name | 401(k) Plan Match ($)(a) | Perquisites ($)(b) | Total ($) | | Kristin Dolan | 10,166 | 171,911 | 182,077 | | Dan McDermott | 13,800 | — | 13,800 | | Kim Kelleher | 13,556 | — | 13,556 | | Patrick O’Connell | 13,143 | — | 13,143 | | Salvatore Romanello | — | 29,048 | 29,048 | | James G. Gallagher | 13,556 | 23,667 | 37,223 |

  115. 2024 Summary Compensation Table

    | (a) These columns represent a matching contribution funded by the Company on behalf of each individual under the AMCN 401(k) Plan. |

  116. 2024 Summary Compensation Table

    | (b) With respect to Ms. Dolan, this column represents certain perquisites provided in the form of reimbursements for personal helicopter travel in an amount equal to $56,599 and personal aircraft travel in an amount equal to $115,313. With respect to Mr. Romanello, this column represents certain perquisites provided in the form of reimbursements for relocation expenses in an amount equal to $29,048, which consisted primarily of $14,650 in moving expenses, $798 in flight fees and $1,589 for shipment of his car. With respect to Mr. Gallagher, this column also represents certain perquisites provided in the form of reimbursements for car service trips in an amount equal to $23,667. None of the Company’s other NEOs receive perquisites. For more information regarding perquisites, see Compensation Discussion and Analysis, “Compensation Decision Process and Compensation Policies — Perquisites.” |

  117. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The table below presents information regarding awards granted in 2024 to each NEO under the Company’s plans, including estimated possible and future payouts under non-equity incentive plan awards and other restricted stock units.

  118. 2024 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Threshold($) | Target($) | Maximum($) | | | | Kristin Dolan | 1/1/2024(2) | — | 4,000,000 | 8,000,000 | — | — | | | 3/12/2024(3) | 1,662,500 | 2,375,000 | 3,087,500 | — | — | | | 3/12/2024(4) | — | — | — | 183,398 | 2,308,981 | | Dan McDermott | 1/1/2024(2) | — | 1,530,000 | 3,060,000 | — | — | | | 3/12/2024(3) | 350,000 | 500,000 | 650,000 | — | — | | | 3/12/2024(4) | — | — | — | 38,610 | 486,100 | | Kim Kelleher | 1/1/2024(2) | — | 1,625,000 | 3,250,000 | — | — | | | 3/12/2024(3) | 350,000 | 500,000 | 650,000 | — | — | | | 3/12/2024(4) | — | — | — | 38,610 | 486,100 | | Patrick O’Connell | 1/1/2024(2) | — | 1,000,000 | 2,000,000 | — | — | | | 3/12/2024(3) | 525,000 | 750,000 | 975,000 | — | — | | | 3/12/2024(4) | — | — | — | 57,915 | 729,150 | | Salvatore Romanello | 12/10/2024(4) | — | — | — | 42,919 | 412,881 | | James G. Gallagher | 1/1/2024(2) | — | 850,000 | 1,700,000 | — | — | | | 3/12/2024(3) | 875,000 | 1,250,000 | 1,625,000 | — | — | | | 3/12/2024(4) | — | — | — | 96,525 | 1,215,250 |

  119. 2024 Grants of Plan-Based Awards

    | (1) This column reflects the aggregate grant date fair value of the Company’s RSUs granted to each NEO in 2024 without any reduction for risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 on the grant date. |

  120. 2024 Grants of Plan-Based Awards

    | (2) This row reflects the possible payouts with respect to grants of annual incentive awards under the Company’s Annual Incentive Program for performance in 2024. Each of the executives is assigned a target bonus percentage and amount; there is no threshold amount for annual incentive awards. The amounts of annual incentive awards actually paid for performance in 2024 are disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For more information regarding the terms of these annual incentive awards, please see Compensation Discussion and Analysis, “2024 Compensation Decisions — Annual Cash Incentives.” |

  121. 2024 Grants of Plan-Based Awards

    | (3) This row reflects the Company’s long-term cash performance awards that were granted in 2024. The cash performance awards have three one-year performance periods where the performance conditions for each year are set at the beginning of each such year. Each cash performance award was granted with a target amount, and the actual amount that is earned will be based on the average of the percentage of target earned in each of the three one-year performance periods (which may not exceed 120% of target for 2024) and adjusted by a performance modifier based on the Company’s share of subscribers and audience among a comparator group measured at the end of the full three-year period. The modifier has the ability to reduce or increase the three-year average performance by up to +/-10%. These cash performance awards will be payable in the first quarter of 2027 in an amount determined by the Committee based on the Company’s performance over the performance period. See Compensation Discussion and Analysis, “2024 Compensation Decisions — Long-term Incentives — Cash Performance Awards.” |

  122. 2024 Grants of Plan-Based Awards

    | (4) This row reflects the Company’s RSUs that were awarded in 2024. See Compensation Discussion & Analysis, “2024 Compensation Decisions — Long-term Incentives — Restricted Stock Units.” |

  123. Outstanding Equity Awards at 2024 Year End

    Outstanding Equity Awards at 2024 Year End The table below shows the aggregate number of unvested RSUs outstanding for each NEO, in each case as of December 31, 2024. The amounts in this table do not include equity awards that were vested as of December 31, 2024.

  124. Outstanding Equity Awards at 2024 Year End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have not Vested ($) | | Kristin Dolan | 183,398(2) | 1,815,640 | — | — | | | 74,097(3) | 733,560 | — | — | | | 198,216(4) | 1,962,338 | — | — | | Dan McDermott | 38,610(2) | 382,239 | — | — | | | 19,760(3) | 195,624 | — | — | | | 4,077(5) | 40,362 | — | — | | Kim Kelleher | 38,610(2) | 382,239 | — | — | | | 19,760(3) | 195,624 | — | — | | | 1,945(5) | 19,256 | — | — | | | 3,058(5) | 30,274 | | | | Patrick O’Connell | 57,915(2) | 573,359 | — | — | | | 23,712(3) | 234,749 | — | — | | | 9,333(5) | 92,397 | — | — | | Salvatore Romanello | 42,919(6) | 424,898 | — | — | | James G. Gallagher | 96,525(2) | 955,598 | — | — | | | 49,398(3) | 489,040 | — | — | | | 10,193(5) | 100,911 | | |

  125. Outstanding Equity Awards at 2024 Year End

    | (1) Calculated using the closing price of Class A Common Stock on NASDAQ on December 31, 2024, the last trading day of the year, of $9.90 per share. |

  126. Outstanding Equity Awards at 2024 Year End

    | (2) One third of these RSUs vested on March 7, 2025. The remainder RSUs vest ratably on March 9, 2026 and March 9, 2027. |

  127. Outstanding Equity Awards at 2024 Year End

    | (3) One third of these RSUs vested on March 8, 2024 (and are not included in this table) and another one third of these RSUs vested on March 7, 2025. The remainder RSUs vest on March 9, 2026. |

  128. Outstanding Equity Awards at 2024 Year End

    | (4) One third of these RSUs vested on February 27, 2024 (and are not included in the table) and another one third of these RSUs vested on February 27, 2025. The remainder RSUs vest on February 27, 2026. |

  129. Outstanding Equity Awards at 2024 Year End

    | (5) One third of these RSUs vested on March 9, 2023 (and are not included in the table) and another one third of these RSUs vested on March 8, 2024 (and are not included in the table). The remainder of the RSUs vested on March 7, 2025. |

  130. Outstanding Equity Awards at 2024 Year End

    | (6) These RSUs vest on December 10, 2025. |

  131. 2024 Stock Vested

    2024 Stock Vested The table below shows the vesting of RSUs during the year ended December 31, 2024.

  132. 2024 Stock Vested

    | Name | Number of Shares Acquired on Vesting | Value Realized On Vesting ($)(1) | | Kristin Dolan | 136,157 | 1,700,676 | | Dan McDermott | 15,735 | 186,460 | | Kim Kelleher | 17,105 | 202,694 | | Patrick O’Connell | 21,188 | 251,078 | | Salvatore Romanello | — | — | | James G. Gallagher | 42,304 | 501,302 |

  133. 2024 Stock Vested

    | (1) With respect to the shares granted February 27, 2023 in connection with Ms. Dolan’s special equity award, the value realized upon vesting was calculated using the closing price of Class A Common Stock on February 27, 2024, multiplied by the number of shares vesting on February 27, 2024. The value realized upon vesting in connection with all other shares granted between 2021 and 2023 was calculated using the closing price of Class A Common Stock on March 8, 2024, multiplied by the number of shares vesting on March 8, 2024. |

  134. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The table below shows: (1) the contributions made by the NEOs in respect of their compensation from the Company and contributions funded by the Company in 2024; (2) aggregate earnings on each NEO account balance in 2024; and (3) the account balance of such NEO under the AMC Networks Inc. Excess Savings Plan and the Executive Deferred Compensation Plan, as applicable, as of December 31, 2024.

  135. Non-Qualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in 2024(1)($) | Registrant Contributions in 2024(2)($) | Aggregate Earnings in 2024(3)($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 2024 FYE(4)($) | | Kristin Dolan | AMCN Excess Savings Plan | 180,833 | — | 3,828 | — | 184,661 | | | AMCN Deferred Compensation Plan | — | — | — | — | — | | | Amended and Restated 2011 Stock Plan for Non-Employee Directors(5) | — | — | — | — | 309,593 | | Dan McDermott | AMCN Excess Savings Plan | 59,250 | — | 41,576 | — | 322,050 | | | AMCN Deferred Compensation Plan | 386,325 | — | 178,841 | — | 1,060,748 | | Kim Kelleher | AMCN Excess Savings Plan | — | — | 477 | — | 36,097 | | Patrick O’Connell | AMCN Excess Savings Plan | — | — | — | — | — | | Salvatore Romanello | AMCN Excess Savings Plan | — | — | — | — | — | | James G. Gallagher | AMCN Excess Savings Plan | 59,444 | — | 196,711 | — | 1,461,044 |

  136. Non-Qualified Deferred Compensation

    | (1) These amounts represent a portion of the NEOs’ salaries, which are included in the numbers reported in the “Salary” column of the Summary Compensation Table that the executives contributed to the respective plans. |

  137. Non-Qualified Deferred Compensation

    | (2) The Company did not make any contributions in 2024. |

  138. Non-Qualified Deferred Compensation

    | (3) These amounts are not reported in the “All Other Compensation” column of the Summary Compensation Table. |

  139. Non-Qualified Deferred Compensation

    | (4) For Mr. McDermott this column includes amounts previously reported in the Summary Compensation Table for 2023 of $428,494. For Ms. Kelleher this column includes amounts previously reported in the Summary Compensation Table for 2022 of $22,347. For Mr. Gallagher this column includes amounts previously reported in the Summary Compensation Table for 2023 of $63,269, for 2022 of $76,002, for 2021 of $69,248, for 2020 of $58,333, for 2019 of $58,888, for 2018 of $80,711, for 2017 of $85,724, for 2016 of $85,111, for 2015 of $62,275, for 2014 of $43,611, for 2013 of $43,894, for 2012 of $34,644 and for 2011 of $8,864. |

  140. Non-Qualified Deferred Compensation

    | (5) This amount represents the fair value of the RSUs granted to Ms. Dolan over the course of her directorship from 2011-2022 at the Company, calculated using the closing price of Class A Common Stock on NASDAQ on December 31, 2024, the last trading day of the year, of $9.90 per share, that have vested but will not be settled until Ms. Dolan no longer provides services to the Company. |

  141. 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, the table below sets forth information about the relationship between compensation actually paid (“

  142. PEO

    | | Summary Compensation Table Total (1) | | | | Compensation Actually Paid (2) | | | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid for Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on: | | (GAAP) | Company Selected Perform- ance Measure | | Year | PEO 1 (Kristin Dolan) | PEO 2 (Christina Spade) | PEO 3 (Matthew Blank) | PEO 4 (Joshua Sapan) | PEO 1 (Kristin Dolan) | PEO 2 (Christina Spade) | PEO 3 (Matthew Blank) | PEO 3 (Joshua Sapan) | | | Total Shareholder Return ($) 5 | Peer Group Total Shareholder Return ($) (6) | Net Income (000’s) | (AOI) (7) (000’s) | | 2024 | $8,691,058 | N/A | N/A | N/A | $4,919,140 | N/A | N/A | N/A | $3,390,980 | $2,883,928 | $25.06 | $73.55 | $(226,546) | $562,573 | | 2023 | $14,581,636 | N/A | N/A | N/A | $13,440,517 | N/A | N/A | N/A | $3,643,353 | $3,766,768 | $47.57 | $62.47 | $215,464 | $670,104 | | 2022 | N/A | $21,357,041 | $4,879,333 | N/A | N/A | $18,097,463 | $3,804,768 | N/A | $6,199,787 | $4,807,989 | $39.67 | $57.83 | $7,594 | $738,402 | | 2021 | N/A | N/A | $6,967,220 | $15,254,942 | N/A | N/A | $5,970,285 | $20,988,019 | $4,091,622 | $3,948,665 | $87.19 | $105.65 | $250,596 | $816,070 | | 2020 | N/A | N/A | N/A | $11,849,849 | N/A | N/A | N/A | $8,931,317 | $2,583,055 | $1,087,547 | $90.56 | $122.78 | $239,979 | $766,611 |

  143. PEO

    | (2) The dollar amounts reported for Mses. Dolan and Spade and Messrs. Blank and Sapan under “Compensation Actually Paid” represent the amount of CAP to Mses. Dolan and Spade and Messrs. Blank and Sapan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mses. Dolan and Spade and Messrs. Blank and Sapan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mses. Dolan and Spade and Messrs. Blank and Sapan’s total compensation for each year to determine the compensation actually paid: |

  144. PEO

    | (4) The dollar amounts reported under Average Compensation Actually Paid for non-PEO NEOs represent the average amount of “compensation actually paid” to the NEOs as a group (excluding any individual serving as our PEO for such year), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs’ total compensation for each year to determine the compensation actually paid: |

  145. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with performance , all of those measures are not presented in the Pay versus Performance table. Moreover, the company generally seeks to incentivize long-term performance, and therefore does not specifically align the company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance table.

  146. CEO Pay Ratio

    CEO Pay Ratio Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to provide the ratio of the annual total compensation of Ms. Dolan, who served as the Company’s Chief Executive Officer for 2024, to the annual total compensation of the median employee of the Company (the “

  147. CEO Pay Ratio

    CEO Pay Ratio ”). Set forth below is the annual total compensation earned by Ms. Dolan in 2024, the annual total compensation of our median employee for 2024, and the ratio of these two values:

  148. CEO Pay Ratio

    | CEO Annual Total Compensation as presented in the Summary Compensation Table | $8,691,058 | | Median Employee Annual Total Compensation | $81,888 | | CEO to Median Employee Pay Ratio | 106:1 |

  149. DIRECTORS

    DIRECTORS 1. Functions and Definitions. The business of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The use of the phrase “whole Board of Directors” herein refers to the total number of directors which the corporation would have if there were no vacancies. 2. Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Nevada. The number of directors constituting the whole Board of Directors shall be at least three. Subject to the foregoing limitation, the number of directors constituting the whole Board of Directors may be fixed from time to time by action of the Board of Directors only, or, if the number is not fixed, the number shall be 12. 3. Election and Term. Except as may be otherwise specified in the articles of incorporation, directors who are elected or appointed at an annual meeting of stockholders, and directors who are elected or appointed in the interim to fill vacancies and newly created directorships, shall hold office for the term of the class for which such directors shall have been chosen and until their successors have been elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancies in the Board of Directors, including vacancies resulting from any removal of directors for cause or without cause, any vacancy in the Board of Directors may be filled as provided in the articles of incorporation. 4. Meeting. Time. Meetings shall be held at such time as the Board of Directors shall fix. First Meeting. The first meeting of each newly elected Board of Directors may be held immediately after each annual meeting of the stockholders at the same physical location at which the annual meeting of stockholders is held (if the annual meeting of stockholders is held at a physical location), and no notice of such meeting shall be necessary, provided a quorum shall be present. In the event such first meeting is not so held immediately after the annual meeting of the stockholders, it may be held at such time and physical location, if any, as shall be specified in the notice given as hereinafter provided for special meetings of the Board of Directors, or at such time and physical location, if any, as shall be fixed by the consent in writing of all of the directors. Location. Meetings, both regular and special, shall be held at such physical location, if any, within or without the State of Nevada as shall be fixed by the Board of Directors. A meeting of the Board of Directors may be held solely by means of remote communication, as may be designated by the directors from time to time. Call. No call shall be required for regular meetings for which the time and physical location, if any, have been fixed. Special meetings may be called by or at the direction of the Chairman, if any, a Vice Chairman, if any, the Chief Executive Officer, or the President, if any, or of a majority of the directors in office. Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and physical location, if any, have been fixed. Written, oral, electronic or any other mode of notice of the time and physical location, if any, and the means of remote communication, if any, by which directors may be deemed to be present in person and vote at such meeting, shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a written waiver of such notice before or after the time stated therein. Attendance of a director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Quorum and Action. A majority of the whole Board of Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum; provided, however, that such majority shall constitute at least one-third (1/3) of the whole Board of Directors. Any director may participate in a meeting of the Board of Directors by means of remote communication by means of which all directors participating in the meeting can hear each other, and such participation in a meeting of the Board of Directors shall constitute presence in person at such meeting. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and physical location, if any (or alternatively, by means of remote communication). Except as herein otherwise provided, and except as otherwise provided by the NRS or the articles of incorporation, the act of the Board of Directors shall be the act by vote of a majority of the directors present at a meeting, a quorum being present. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the NRS and these bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board of Directors. Chairman of the Meeting. The Chairman, if any, and if present and acting, shall preside at all meetings; otherwise, any other director chosen by the Board of Directors shall preside. 5. Removal of Directors. Any or all of the directors may be removed for cause or without cause by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that so long as the articles of incorporation provides that each class of stock, voting separately as a class, shall elect a certain percentage of directors, a director may be removed without cause by stockholders only by the vote of the holders of the class of stock representing not less than two-thirds of the voting power of the issued and outstanding shares of such class of stock entitled to vote, voting separately as a class, that either elected such director or elected the predecessor of such director whose position was filled by such director due to the predecessor director’s death, resignation or removal. 6. Action in Writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be (other than any director abstaining in writing pursuant to and in accordance with NRS 78.315(2)), consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. 7. Executive Committee.

  150. DIRECTORS

    Powers. The Board of Directors may appoint an Executive Committee of the Board of Directors of the corporation of such number of members as shall be determined from time to time by the Board of Directors. The term of office of each member of the Executive Committee shall be co-extensive with the term of such member’s office as a director. Any member of the Executive Committee who shall cease to be a director of the corporation shall ipso facto cease to be a member of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum for the valid transaction of business. The Executive Committee may meet at stated times or on two days’ notice by any member of the Executive Committee to all other members, by delivered letter, by mail, by courier service or by email. The provisions of Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors and participation at meetings of the Board of Directors by means of remote communication shall apply to meetings of the Executive Committee. The provisions of Section 6 of this Article II with respect to action taken by a committee of the Board of Directors without a meeting shall apply to action taken by the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, unless and only to the extent otherwise limited by the NRS. The Executive Committee shall have power to make rules and regulations for the conduct of its business. Vacancies in the membership of the Executive Committee shall be filled by the Board of Directors from among the directors at a regular meeting, or at a special meeting held for that purpose. Chairman and Secretary. The Executive Committee shall elect from its own members a chairman who shall hold office during the term of such person’s office as a member of the Executive Committee. When present, the chairman shall preside over all meetings of the Executive Committee. The Executive Committee shall also elect a secretary of the Executive Committee who shall attend all meetings of the Executive Committee and keep the minutes of its acts and proceedings. Such secretary shall be a member of the Board of Directors and may, but need not, be a member of the Executive Committee. Minutes. The Executive Committee shall keep minutes of its acts and proceedings which shall be submitted at the next meeting of the Board of Directors, and any action taken by the Board of Directors with respect thereto shall be entered in the minutes of the Board of Directors. Meetings. The Executive Committee may hold meetings, both regular and special, at a physical location, if any, either within or without the State of Nevada, as shall be set forth in the Notice of the Meeting or in a duly executed Waiver of Notice thereof. A meeting of the Executive Committee may be held solely by means of remote communication as may be designated by the members of the committee from time to time, subject to any limitations or prescriptions relating thereto prescribed by the Board of Directors. 8. Other Committees. The Board of Directors may from time to time, by resolution adopted by affirmative vote of a majority of the whole Board of Directors, appoint other committees of the Board of Directors which shall have such powers and duties as the Board of Directors may properly determine. No such other committee of the Board of Directors shall be composed of fewer than two directors; provided, however, that if a committee appointed by the Board of Directors is initially composed of two or more directors and one or more of such directors are no longer able to serve on the committee due to death, disability, incapacity, resignation from the Board of Directors or failure to meet the qualifications for service on the relevant committee, the committee may continue its appointment with the powers and duties delegated to it by the Board of Directors with less than two directors, unless the Board of Directors determines otherwise. Meetings of such committees of the Board of Directors may be held at any physical location, if any, within or without the State of Nevada, from time to time designated by the Board of Directors or the committee in question. A meeting of a committee of the Board of Directors may be held solely by means of remote communication as may be designated by the members of the committee from time to time, subject to any limitations or prescriptions relating thereto prescribed by the Board of Directors. Such committees may meet at stated times or on two days’ notice by any member of such committee to all other members, by delivered letter, by mail, by courier service or by email. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board of Directors or a provision in the rules of such committee to the contrary, a majority of the members then serving on such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee. The provisions of Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors and participation at meetings of the Board of Directors by means of remote communication shall apply to meetings of such other committees.

  151. DIRECTORS

    DIRECTORS 1. Functions and Definitions. The business of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The use of the phrase “whole Board of Directors” herein refers to the total number of directors which the corporation would have if there were no vacancies. 2. Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of 12 persons. Thereafter the number of directors constituting the whole Board of Directors shall be at least three. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the Board of Directors only, or, if the number is not fixed, the number shall be 12. 3. Election and Term. The first Board of Directors shall be elected by the incorporator and shall hold office until the next election of the class for which such directors have been chosen and until their successors have been elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office for the term of the class for which such directors shall have been chosen and until their successors have been elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, any vacancy in the Board of Directors may be filled as provided in the certificate of incorporation. 4. Meeting. Time. Meetings shall be held at such time as the Board of Directors shall fix. First Meeting. The first meeting of each newly elected Board of Directors may be held immediately after each annual meeting of the stockholders at the same place at which the annual meeting of stockholders is held, and no notice of such meeting shall be necessary, provided a quorum shall be present. In the event such first meeting is not so held immediately after the annual meeting of the stockholders, it may be held at such time and place as shall be specified in the notice given as hereinafter provided for special meetings of the Board of Directors, or at such time and place as shall be fixed by the consent in writing of all of the directors. Place. Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board of Directors. Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman, if any, a Vice Chairman, if any, the Chief Executive Officer, or the President, if any, or of a majority of the directors in office. Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, electronic or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a written waiver of such notice before or after the time stated therein. Attendance of a director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Quorum and Action. A majority of the whole Board of Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum; provided, however, that such majority shall constitute at least one-third (1/3) of the whole Board of Directors. Any director may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other, and such participation in a meeting of the Board of Directors shall constitute presence in person at such meeting. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law or the certificate of incorporation, the act of the Board of Directors shall be the act by vote of a majority of the directors present at a meeting, a quorum being present. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these by-laws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board of Directors. Chairman of the Meeting. The Chairman, if any and if present and acting, shall preside at all meetings; otherwise, any other director chosen by the Board of Directors shall preside. 5. Removal of Directors. Any or all of the directors may be removed for cause or without cause by the stockholders; provided, however, that so long as the certificate of incorporation provides that each class of stock, voting separately as a class, shall elect a certain percentage of directors, a director may be removed without cause by stockholders only by the vote of the class of stock, voting separately as a class, that either elected such director or elected the predecessor of such director whose position was filled by such director due to the predecessor director’s death, resignation or removal. 6. Action in Writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. 7. Executive Committee.

  152. DIRECTORS

    Powers. The Board of Directors may appoint an Executive Committee of the Board of Directors of the corporation of such number of members as shall be determined from time to time by the Board of Directors. The term of office of each member of the Executive Committee shall be co-extensive with the term of such member’s office as director. Any member of the Executive Committee who shall cease to be a director of the corporation shall ipso facto cease to be a member of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum for the valid transaction of business. The Executive Committee may meet at stated times or on two days’ notice by any member of the Executive Committee to all other members, by delivered letter, by mail, by courier service or by email. The provisions of Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors and participation at meetings of the Board of Directors by means of a conference telephone or similar communications equipment shall apply to meetings of the Executive Committee. The provisions of Section 6 of this Article II with respect to action taken by a committee of the Board of Directors without a meeting shall apply to action taken by the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, except as limited by the General Corporation Law. The Executive Committee shall have power to make rules and regulations for the conduct of its business. Vacancies in the membership of the Executive Committee shall be filled by the Board of Directors from among the directors at a regular meeting, or at a special meeting held for that purpose. Chairman and Secretary. The Executive Committee shall elect from its own members a chairman who shall hold office during the term of such person’s office as a member of the Executive Committee. When present, the chairman shall preside over all meetings of the Executive Committee. The Executive Committee shall also elect a secretary of the Executive Committee who shall attend all meetings of the Executive Committee and keep the minutes of its acts and proceedings. Such secretary shall be a member of the Board of Directors and may, but need not, be a member of the Executive Committee. Minutes. The Executive Committee shall keep minutes of its acts and proceedings which shall be submitted at the next meeting of the Board of Directors, and any action taken by the Board of Directors with respect thereto shall be entered in the minutes of the Board of Directors. Meetings. The Executive Committee may hold meetings, both regular and special, either within or without the State of Delaware, as shall be set forth in the Notice of the Meeting or in a duly executed Waiver of Notice thereof. 8. Other Committees. The Board of Directors may from time to time, by resolution adopted by affirmative vote of a majority of the whole Board of Directors, appoint other committees of the Board of Directors which shall have such powers and duties as the Board of Directors may properly determine. No such other committee of the Board of Directors shall be composed of fewer than two directors. Meetings of such committees of the Board of Directors may be held at any place, within or without the State of Delaware, from time to time designated by the Board of Directors or the committee in question. Such committees may meet at stated times or on two days’ notice by any member of such committee to all other members, by delivered letter, by mail, by courier service or by email. The provisions of Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors and participation at meetings of the Board of Directors by means of a conference telephone or similar communications equipment shall apply to meetings of such other committees.