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): March 17, 2021
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 17, 2021, the Compensation Committee of the Board of Directors of AMC Entertainment Holdings, Inc. (the “Company”) approved a cash retention bonus for Sean Goodman, the Chief Financial Officer of the Company. The retention bonus will be payable as follows, subject to Mr. Goodman continuing to be actively employed by the Company on a full-time basis as of each of the dates below:
March 17, 2022 $450,000
March 17, 2023 $450,000
March 17, 2024 $900,000
Each tranche will be paid in cash in a lump sum, less applicable tax withholdings, within three business days of each vesting date. If Mr. Goodman leaves employment at the Company for any reason, voluntarily or involuntarily, any amounts not yet paid as of such date shall be forfeited and canceled with no further amount due with respect to the retention bonus.
An amendment to Mr. Goodman’s employment agreement with respect to the retention bonus is filed with this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Amendment executed March 19, 2021, to the Employment Agreement between AMC Entertainment Holdings, Inc. and Sean D. Goodman executed on October 6, 2020. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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.
| AMC ENTERTAINMENT HOLDINGS, INC. | ||
| Date: March 19, 2021 | By: | /s/ Sean D. Goodman |
| Name: Sean D. Goodman | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (the “Amendment”) is entered into by and between AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), and Sean D. Goodman (“Officer”).
WHEREAS, the Company and Officer entered into an Employment Agreement dated October 6, 2020, but effective December 2, 2019 (the “Agreement”); and
WHEREAS, the Company and Officer now desire to amend the Agreement in the manner set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and in the Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Agreement is amended as follows:
| A. | A new Section 3.6 is added to read as follows: |
| 3.6 | Cash Retention Bonus. Officer will have the opportunity to earn a cash retention bonus in the aggregate amount of $1,800,000, payable as follows, and conditioned upon Officer continuing to be actively employed by the Company on a full-time basis as of the applicable retention vesting date: |
| Retention Vesting Date: | Cash Payment: | |||
| March 17, 2022 | $ | 450,000 | ||
| March 17, 2023 | $ | 450,000 | ||
| March 17, 2024 | $ | 900,000 | ||
Each retention payment will be paid in a single lump sum, less applicable tax and other withholdings, within three (3) days of the applicable retention vesting date. If Officer’s employment with the Company ends, whether voluntarily or involuntarily, for any reason prior to an applicable retention vesting date, Officer shall forfeit the retention payment.
| B. | In all other respects, the Agreement shall remain in effect. |
EXECUTED this 19th day of March 2021.
| AMC ENTERTAINMENT HOLDINGS, INC. | OFFICER | |
| /s/ Kevin M. Connor | /s/ Sean D. Goodman | |
| By: Kevin M. Connor | Sean D. Goodman | |
| Title: Senior Vice President, General Counsel & Secretary |
| 1 |