8-KThe WireRoutine
Company Update
Filed Oct 16, 2023 · 2y ago · Accession 0001104659-23-109388
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): October 6, 2023
AMC
ENTERTAINMENT HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-33892
26-0303916
(State
or Other Jurisdiction of
(Commission
File Number)
(I.R.S. Employer Identification
Incorporation)
Number)
One AMC Way
11500 Ash Street , Leawood , KS 66211
(Address of Principal Executive Offices, including
Zip Code)
( 913 ) 213-2000
(Registrant’s Telephone Number, including
Area Code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Class A common stock
AMC
New York Stock Exchange
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
As previously reported, on
May 21, 2018, a stockholder derivative complaint, captioned Gantulga v. Aron, et al. , Case No. 1:18-cv-02262-JAR-TJJ,
was filed in the U.S. District Court for the District of Kansas, transferred to the U.S. District Court for the Southern District of New
York, and re-captioned Gantulga v. Aron, et al. , Case No. 1:18-cv-10007-ALC (the “ Gantulga Action”). On
October 2, 2019, a stockholder derivative complaint, captioned Kenna v. Aron, et al. , Case No. 1:19-cv-09148-ALC (the
“ Kenna Action”), was filed in the U.S. District Court for the Southern District of New York. On March 20, 2020,
a stockholder derivative complaint, captioned Manuel v. Aron, et al. , Case No. 1:20-cv-02456-ALC (the “ Manuel
Action”), was filed in the U.S. District Court for the Southern District of New York. On April 7, 2020, a stockholder derivative
complaint, captioned Dinkevich v. Aron, et al. , Case No. 1:20-cv-02870-ALC (the “ Dinkevich Action”), was
filed in the U.S. District Court for the Southern District of New York. On September 23, 2021, a stockholder derivative complaint,
captioned Lyon v. Aron, et al. , Case No. 1:21-cv-07940-ALC (the “ Lyon Action”), was filed in the U.S. District
Court for the Southern District of New York. On March 21, 2023, the Court entered an Opinion and Order granting defendants’
motion to dismiss the Lyon Action. Specifically, the Court dismissed Plaintiff Lyon’s federal law claims and declined to
exercise supplemental jurisdiction over his remaining state law claims. Plaintiff Lyon contends that he was preparing to re-file a complaint
based on his state law claims in the Delaware Court of Chancery.
On June 14, 2023, the
parties to the Gantulga , Kenna , Manuel , Dinkevich , and Lyon Actions entered into a Stipulation of Settlement
(the “Stipulation”) to resolve those actions. On October 6, 2023, the Court preliminarily approved the proposed settlement
as being fair, reasonable, and adequate, and scheduled a telephonic hearing for December 18, 2023 at 11:00 a.m. eastern time,
to, among other things, consider whether to approve the proposed settlement.
Additional information concerning
the terms of the proposed settlement, the December 18, 2023 hearing, and the requirements for making any objections to the proposed
settlement can be found in the Stipulation and the Notice of Pendency and Proposed Settlement of Stockholder Derivative Matters, which
are attached hereto as Exhibits 99.1, 99.2, and available on the Company’s website, at https://investor.amctheatres.com/stock-information/Tax-Info/default.aspx.
Item 9.01 Financial Statements and Exhibits
99.1 Stipulation of Settlement.
99.2 Notice of Pendency and Proposed Settlement of Stockholder Derivative Matters.
104 Cover Page Interactive Data File – The cover page interactive data file does not appear
in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
1
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: October 16, 2023
AMC ENTERTAINMENT HOLDINGS, INC.
By:
/s/ Kevin M. Connor
Name: Kevin M. Connor
Title: Senior Vice President, General
Counsel and Secretary
2
Filing details
- Ticker
- AMC
- CIK
- 1411579
- Form type
- 8-K
- Filing date
- Oct 16, 2023
- Report date
- Oct 6, 2023
- Document
- tm2328425d1_8k.htm
- Size
- 914 KB