FALSE000151499100015149912024-06-122024-06-12

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): June 14, 2024 (June 12, 2024)
Commission File Number: 1-35106


AMC Networks Inc.
(Exact name of registrant as specified in its charter)
 
Delaware27-5403694
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
11 Penn Plaza,
New York,
NY
10001
(Address of principal executive offices)(Zip Code)

(212) 324-8500
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01 per shareAMCXTheNASDAQStock Market LLC
 

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))
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 5.07    Submission of Matters to a Vote of Security Holders.
(a) On June 12, 2024, AMC Networks Inc. (the “Company”) held its 2024 annual meeting of stockholders. In accordance with the Company’s Amended and Restated Certificate of Incorporation, the Class A stockholders have one vote per share and the Class B stockholders have ten votes per share. The proposals are described in detail in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on April 26, 2024.

(b) Stockholders voted on the matters set forth below. The final results for the votes regarding each proposal are set forth below.

1.
The Company’s Class A stockholders elected the five directors listed below to the Board of Directors, each for a one-year term. The votes regarding this proposal were as follows:
For
Withheld
Broker
Non-Votes
Matthew C. Blank
16,589,4686,027,6294,288,375
Joseph M. Cohen
16,846,6145,770,4834,288,375
Debra G. Perelman
16,848,1385,768,9594,288,375
Leonard Tow
7,148,21015,468,8874,288,375
Carl E. Vogel
16,837,0665,780,0314,288,375

The Company’s Class B stockholders elected the eight directors listed below to the Board of Directors, each for a one-year term. The votes regarding this proposal were as follows:
For
Withheld
Aidan J. Dolan113,218,790
0
James L. Dolan113,218,790
0
Patrick F. Dolan113,218,790
0
Thomas C. Dolan113,218,790
0
Stephen C. Mills113,218,790
0
Brian G. Sweeney113,218,790
0
Vincent Tese113,218,790
0
Marianne Dolan Weber113,218,790
0

2.
The Company’s Class A stockholders and Class B stockholders, voting together as a single class, ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year. The votes regarding this proposal were as follows:
ForAgainstAbstainBroker Non-Votes
139,812,421294,38617,4550

3.
The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved, on an advisory basis (non-binding), the compensation of the Company’s Named Executive Officers. The votes regarding this proposal were as follows:
ForAgainstAbstainBroker Non-Votes
123,707,15412,052,16176,5724,288,375





4.
The Company’s Class A stockholders and Class B stockholders, voting together as a single class, voted on an advisory (non-binding) basis, on the frequency of stockholder votes on executive compensation. The votes regarding this proposal were as follows:
1 Year2 Years3 YearsAbstainBroker Non-Votes
134,441,38020,1511,363,81410,5424,288,375

5.
The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved a proposal recommending the Company’s Amended and Restated 2011 Stock Plan for Non-Employee Directors. The votes regarding this proposal were as follows:
ForAgainstAbstainBroker Non-Votes
128,666,0047,109,02760,8564,288,375


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 AMC Networks Inc.
Date:June 14, 2024 By:/s/ Anne G. Kelly
 Anne G. Kelly
 Executive Vice President and Corporate Secretary


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Cover
Jun. 12, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 12, 2024
Entity Registrant Name AMC Networks Inc.
Entity Central Index Key 0001514991
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 1-35106
Entity Tax Identification Number 27-5403694
Entity Address, Address Line One 11 Penn Plaza
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10001
City Area Code 212
Local Phone Number 324-8500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.01 per share
Trading Symbol AMCX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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