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`IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
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`KEVIN BARNES,
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`Plaintiff,
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`v.
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`AMC ENTERTAINMENT
`HOLDINGS, INC.
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`Defendant.
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` C.A. No.
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`VERIFIED COMPLAINT PURSUANT TO 8 DEL. C. § 211
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`Plaintiff Mr. Kevin Barnes, by and through his undersigned counsel, bring this
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`Verified Complaint pursuant to 8 Del. C. § 211 and alleges as follows:
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`NATURE OF THE ACTION
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`1.
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`Pursuant to 8 Del. C. § 211, Plaintiff seeks to compel Defendant AMC
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`Entertainment Holdings, Inc. (“AMC” or the “Company”) to hold an annual
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`meeting of stockholders. AMC has not held an annual meeting since June 16,
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`2022, over thirteen months ago.
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`THE PARTIES
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`2.
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`Barnes is a private investor and is the record owner of both 111 Class
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`A common shares (“$AMC”) and 111 Preferred Equity Units (“$APE”) of AMC
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`(See Exhibit A). Barnes is also the beneficial owner of AMC securities and
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`EFiled: Jul 17 2023 09:12AM EDT
`Transaction ID 70389555
`Case No. 2023-0718-
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`
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`associated derivatives held in street name at various The Depository Trust
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`Company (“DTC”) member brokerages.
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`3.
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`Defendant AMC is a Delaware corporation.
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`FACTS
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`4.
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`AMC is one of the largest global movie theater operators. It has been
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`incorporated under the laws of the state of Delaware since 2007, and its securities
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`are publicly traded on the New York Stock Exchange.
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`5.
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`According to the Third Amended and Restated Bylaws of AMC
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`Entertainment Holdings, Inc. (the “Bylaws”, attached as Exhibit B), Section 1
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`requires “An annual meeting of the stockholders shall be held each year for the
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`purpose of electing directors and conducting such other proper business as may
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`come before the meeting.” Section 4 of the Bylaws requires “written notice of any
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`meeting shall be given not less than ten nor more than 60 days before the date of
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`the meeting to each stockholder entitled to vote at such meeting.”
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`6.
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`AMC’s most recent annual meeting of stockholders was held on June
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`16, 2022.1 Since June 16, 2022, AMC has not held an annual meeting of its
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`1 AMC DEF-14A Proxy dated 04/29/22, (attached as Exhibit C and available at:
`https://www.sec.gov/Archives/edgar/data/1411579/000110465922052849/tm22326
`7-1_def14a.htm). Notably, at the June 16, 2022 annual meeting of stockholders,
`AMC stockholders failed to approve, on a non-binding advisory basis, the
`compensation paid to the Company’s named executive officers by a vote of 86.9m
`“Against” versus only 52.1m “For” votes. (See AMC 8-K dated 06/17/22, attached
`as Exhibit D and available at:
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`
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`2
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`
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`stockholders, nor has there been action by written consent of AMC’s stockholders
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`to elect directors in lieu of an annual meeting.
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`7.
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`AMC has a nine-member classified board with three classes of
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`directors serving staggered three-year terms. On or about January 1, 2023,
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`concurrent with the resignation of Mr. Lee Wittlinger, who had served as a director
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`since September 2018, Ms. Denise Clark and Ms. Keri Putnam were appointed to
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`the AMC Board of Directors without any stockholder vote.2 As per the initial
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`announcement of their unelected appointment to the AMC Board of Directors, Ms.
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`Clark and Ms. Putnam were purportedly only to serve as AMC Class III Directors
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`with a term expiring at the Company’s 2023 Annual Meeting of Stockholders.
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`8.
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`As a result of this suboptimal governance, the Company has been
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`embroiled in frequent litigation brought by its stockholders. See, e.g., Lao v.
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`Dalian Wanda Group Co., Ltd., et al., C.A. No. 2019-0303; In re AMC
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`Entertainment Holdings, Inc. Stockholder Litigation, C.A. No. 2023-0215-MTZ.
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`9.
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`On or about June 16, 2023, Barnes e-mailed AMC’s Investor
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`Relations team for an update on the status of the Company’s 2023 Annual Meeting
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`of Stockholders. (See Exhibit F). On or about June 20, 2023, Mr. John
`
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`https://www.sec.gov/ix?doc=/Archives/edgar/data/1411579/000155837022010100
`/amc-20220616x8k.htm).
`2 AMC 8-K dated 12/29/22, attached as Exhibit E and available at:
`https://www.sec.gov/ix?doc=/Archives/edgar/data/1411579/000110465922130958
`/tm2233656d1_8k.htm.
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`3
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`Merriwether, AMC’s Vice President, Capital Markets and Investor Relations,
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`acknowledged receipt of Barnes’ email and stated that AMC’s 2023 annual
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`meeting date has not been “finalized.” (See Exhibit F). Since that time, AMC has
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`failed to provide written notice of any meeting as required by the Bylaws.
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`10. Because AMC has neither held an annual meeting nor obtained action
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`by written consent of AMC’s stockholders to elect directors in lieu of an annual
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`meeting during the past thirteen months, and because Barnes is an AMC
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`stockholder of record, Barnes is entitled, pursuant to 8 Del. C. §21l(c), to an order
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`compelling AMC to hold an annual meeting of stockholders for the 1) Election of
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`Class III Directors, 2) Ratification of the Appointment of the Independent
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`Registered Public Accounting Firm, 3) Advisory Vote on Executive
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`Compensation, and 4) any such other business as may properly come before the
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`meeting, at a date chosen by the Court, as well as any other supplemental orders
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`necessary for meeting quorum and stockholder voting.
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`COUNT I
`(Setting a date for the annual meeting of stockholders
`pursuant to 8 Del. C. § 211)
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`11. Plaintiff repeats and realleges the forgoing paragraphs as if fully set
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`forth herein.
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`12. The Company has not held an annual meeting of stockholders in the
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`last 13 months. Nor has there been any action by written consent of AMC’s
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`4
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`stockholders to elect directors in lieu of an annual meeting
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`13. To date, the Company has not provided notice of the annual meeting,
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`and as such, the Company has not designated a date for the holding of an annual
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`meeting of stockholders.
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`14. Pursuant to 8 Del. C. § 211(c), Plaintiff is entitled to an order of this
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`Court summarily directing the Company to hold an annual meeting for the election
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`of its Class III directors and any other vacancies.
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`15. Plaintiff has no adequate remedy at law.
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`WHEREFORE, Mr. Kevin Barnes respectfully requests that this Court
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`promptly enter an order:
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`a. Summarily ordering AMC Entertainment Holdings, Inc. to hold an
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`annual meeting of stockholders no later than August 18, 2023, with a record
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`date of the date of this Complaint;
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`b. Requiring the election of Class III directors, and any other AMC
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`Board of Directors vacancies, at the annual meeting of stockholders to be
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`accomplished by written ballot pursuant to 8 Del. C. § 211(e); and
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`c. Granting Mr. Kevin Barnes such other relief, including reasonable
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`attorneys’ fees and costs, as this Court shall deem just and appropriate.
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`5
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`Dated: July 17, 2023
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`BALLARD SPAHR LLP
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`/s/ Elizabeth A. Sloan
`Elizabeth A. Sloan (No. 5045)
`919 N. Market Street, 11th Floor
`Wilmington, DE 19801-3034
`Telephone: (302) 252-4465
`Facsimile: (302) 252-4466
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`Attorneys for Mr. Kevin Barnes
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`6
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