- Shareholders approved doubling Class A authorized shares to 1.1 billion, paving the way for significant future equity issuance and dilution.
- AMC needs flexibility to convert debt and avoid higher interest costs, having already equitized and reduced hundreds of millions in obligations.
- Box office recovery boosts revenue, but heavy $5.3 billion debt load means any slowdown could force more share issuance and EPS erosion.
In a move that’s investing circles buzzing, shareholders of AMC Entertainment Holdings, Inc. (NYSE: AMC) overwhelmingly approved a proposal to double the company’s authorized Class A common shares on Wednesday.
The vote, part of the company’s 2025 Annual Meeting of Stockholders held in Leawood, clears the deck for potential fresh capital raises—but it’s also fanning concerns of further dilution in a stock that’s already shed nearly half its value this year.
The amendment to AMC’s certificate of incorporation passed with a hefty 85.6% of votes cast in favor: 157,198,086 shares said yes, while 26,359,842 voted no and 713,785 abstained.
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Broker non-votes tallied 117,061,500.
Details of the Authorization
Filed the same day with the Delaware Secretary of State, the change bumps authorized Class A shares from 550 million to a whopping 1.1 billion, while scrubbing out references to the long-retired Class B stock and old reclassifications.
With roughly 513 million shares outstanding as of the record date, that’s a lot of extra ammo for the board to issue new stock—whether for equity offerings, debt swaps, or just keeping the lights on in those 9,600 screens across 860 theaters worldwide.
It’s no secret why AMC needs the flexibility.
The exhibitor, still clawing its way out of the COVID-era crater, has been on a debt-slaying spree this year.
Back in July, it inked a creditor pact that equitized $143 million in high-interest notes right off the bat, with room to convert up to $337 million more—though that hinges on this very share hike to avoid jacking up interest rates to punitive levels (from 6% cash/2% PIK to a steep 9.5%/3.5%).
By late September, AMC had trimmed another $39.9 million from its Senior Secured Exchangeable Notes due 2030 without coughing up cash or fresh shares, pushing total reductions under the deal to $183 million.
CEO Adam Aron didn’t mince words in a September statement:
“We will continue to relentlessly take steps to enhance our balance sheet so that we are increasingly well positioned as the box office recovery continues.”
But here’s the rub: That “recovery” is real, yet fragile.
AMC Breaks Record for Busiest Week
AMC just notched its busiest week of 2025 over Thanksgiving, drawing 6.9 million global moviegoers—5.5 million in the U.S. alone—fueled by blockbusters like Universal’s Wicked: For Good, which packed houses last week with over 4.5 million visitors chain-wide.
Q3 per-patron revenue hit records at $12.25 for admissions and $7.74 for food and bev, thanks to premium recliners and laser upgrades that have AMC holding a 24% U.S. box office slice—outpacing rivals like Cinemark and Regal.
Looking ahead, 2025’s full-year box office is on track to be the strongest in five years, with an even juicier slate for 2026.
Aron himself hyped it in June: “The domestic box office in the second quarter of 2025 is up impressively compared to the same period last year.”
Still, the numbers don’t lie.
What’s Holding AMC Back?
AMC’s total debt load hovers around $5.3 billion projected for year-end, with long-term obligations alone eyeing $4.8 billion.
The stock? It’s nursing wounds at about $2.16 a pop as of Thursday’s close—down 46% year-to-date and 50% over the past 12 months—after flirting with a 52-week low of $2.14.
The meeting wasn’t all smooth sailing either.
Three governance reforms—declassifying the board, enabling action by written consent, and easing special meeting calls—each snagged over 90% support from votes cast, but flopped overall.
Why? They needed a majority of all outstanding shares (over 50% of 513 million), and turnout hovered at just 35%, dooming them despite the enthusiasm.
It’s a reminder of AMC’s fractured shareholder base: Retail “apes” from the 2021 meme frenzy hold sway in votes, but low participation lets the status quo linger.
All three Class II director nominees sailed through for three-year terms ending in 2028.
Aron, the meme-stock maestro himself, topped the ballot with 82.7% (152,332,577 votes); Howard Koch Jr. followed at 77.8% (143,370,341); and Dr. Anthony Saich at 71.7% (132,068,636).
Ernst & Young LLP got the nod as independent auditor for fiscal 2025 with a resounding 268,400,872 yes votes (90.9% approval).
And in a narrower win, the advisory “say-on-pay” for execs eked by: 96,387,442 for versus 86,255,554 against.
(A pro forma adjournment vote passed too, but nobody needed it.)
Latest AMC Developments
This all unfolds against a backdrop of savvy side-hustles keeping AMC’s pulse strong.
The chain just unloaded most of its Hycroft Mining stake to Sprott Mining for a cool $24.1 million net, netting a $7.9 million Q4 book gain while holding onto warrants for upside.
Fan perks are ramping up too: Starting Cyber Monday, the new $29.99 AMC Popcorn Pass doles out half-price large buckets daily through 2026, replacing the old Annual Bucket.
And for New Year’s Eve revelers?
AMC’s teaming with Netflix for finale screenings of Stranger Things at 200 U.S. spots on Dec. 31 and Jan. 1— a promotional coup blending streaming hype with big-screen nostalgia.
For AMC bulls, this share boost is the final puzzle piece in a deleveraging puzzle that’s already extended $2.45 billion in debt maturities to 2029 and slashed $183 million without fresh dilution.
Analysts like those at Simply Wall St peg a fair value around $3.34— a 45% pop from here—if box office momentum holds and 2026’s revenue climbs 7%.
Bears, meanwhile, eye the elephant: With leverage at 1.33 times capitalization projected, any box office hiccup could force more equity dumps, eroding EPS further.
Still, shareholders have high hopes of squeezing Wall Street another time.
Also Read: A Hedge Fund Now Announces an Unexpected Closure
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