AMC ENTERTAINMENT HOLDINGS, INC. (NYSE:AMC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 8, 2019, AMC Entertainment Holdings, Inc.’s (the “Company”) Board of Directors (the “Board”) expanded the Board size from nine to ten members and elected Philip Lader as a director of the Company, to fill the newly created position on the Board. Mr. Lader will serve as a Class II director of the Company with a term expiring at the Company’s 2021 Annual Meeting of Stockholders. The Board has not determined the committees on which Mr. Lader is expected to serve.
Mr. Lader will receive compensation under the Company’s Non-Employee Director Compensation Plan which was filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission (the “SEC”) on November 8, 2018. He will receive an annual cash retainer of $150,000 for service on the Board and an annual stock award under the 2013 Equity Incentive Plan with a value of $70,000. All amounts will be calculated on a prorated basis for the remainder of 2019.
In connection with his election to the Board, Mr. Lader will enter into an indemnification agreement with the Company to which the Company will agree to indemnify him from certain liabilities that may arise by reason of his status as a director and to advance certain expenses incurred by him. The form of indemnification agreement was filed as an exhibit to Amendment No. 3 to the Company’s Form S-1 Registration Statement, filed with the SEC on November 22, 2013, and the terms of the indemnification agreement are incorporated herein by reference.
There are no arrangements or understandings between Mr. Lader and any other persons to which he was selected a director of the Company. There are no transactions between Mr. Lader, on the one hand, and the Company on the other, that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events
On July 9, 2019, the Company issued a press release announcing the appointment of Mr. Lader to the Company’s Board as described in this Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Philip Lader joins AMC Entertainment Holdings, Inc. Board of Directors press release dated July 9, 2019