29JAN201703051677 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ..............................................................................................................................TO BE HELD ON JULY 29, 2021 DEAR STOCKHOLDERS: We cordially invite you to attend the Annual Meeting of Stockholders of AMC Entertainment Holdings, Inc., which will be held on July 29, 2021 at 2:00 p.m. (Central Time) at the AMC Theatre Support Center, located at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211, for the following purposes: 1. To approve an amendment to our Third Amended and Restated Certificate of Incorporation to increase the total number of shares of Class A Common Stock (par value $0.01 per share) the Company shall have the authority to issue by 25,000,000 shares to a total of 549,173,073 shares of Class A Common Stock effective January 1, 2022 (‘‘Proposal 1’’). 2. To elect to our Board of Directors the following nominees for terms expiring at the 2024 Annual Meeting: Mr. Philip Lader, Mr. Gary F. Locke, and Mr. Adam J. Sussman (‘‘Proposal 2’’). 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021 (‘‘Proposal 3’’). 4. To conduct a non-binding advisory vote to approve the compensation of named executive officers (‘‘Proposal 4’’). 5. To approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the proposals (‘‘Proposal 5’’). These items of business (collectively, the ‘‘Proposals’’) are more fully described in the Proxy Statement accompanying this notice. Our Board has fixed the close of business on June 2, 2021 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting of Stockholders or at any adjournment or postponement thereof. A list of these stockholders will be available at the time and place of the meeting and, during the ten days prior to the meeting, at the office of the Secretary of AMC Entertainment Holdings, Inc. at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211. Only stockholders and persons holding proxies from stockholders may attend the meeting. If your shares are registered in your name, you should bring your proxy card and a proper form of identification such as your driver’s license to the meeting. If your shares are held in the name of a broker, trust, bank or other nominee, you will need to bring a proxy or letter from that broker, trust, bank or other nominee that confirms you are the beneficial owner of those shares and a proper form of identification. Although we currently intend to hold the Annual Meeting in person, due to concerns related to the ongoing coronavirus (COVID-19) pandemic, we may impose additional procedures or limitations on meeting attendees or may decide to hold the Annual Meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates regarding the Annual Meeting by issuing a press release and filing the press release as definitive additional soliciting material with the Securities and Exchange Commission (the ‘‘SEC’’). We encourage you to regularly check these resources prior to the Annual Meeting if you plan to attend. Important Notice Regarding the Availability of Proxy Materials for Stockholder Meeting to be held on July 29, 2021. Pursuant to rules promulgated by the SEC, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. Instead of mailing paper copies of our proxy materials, we sent stockholders the Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on July 29, 2021, with instructions for accessing the proxy materials and voting via the Internet (the ‘‘Notice’’). In accordance with the SEC notice and access rule, the Notice allows us to provide our stockholders with the information they need to vote through various means, while reducing the costs and environmental impact of printing and delivering proxy materials. The Notice is not a proxy and cannot be used to authorize a proxy to vote your shares. The Notice, which was mailed on or around June 16, 2021 also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. If you receive a Notice this year, you will not receive paper copies of the Proxy Materials unless you request the materials by following the instructions on the Notice. The Proxy Statement and our 2020 Annual Report may be accessed at www.proxyvote.com and investor.amctheatres.com. As discussed in the Proxy Statement, certain stockholders were sent a full set of printed proxy materials or an email with instructions on how access the proxy materials electronically, based on their previously indicated delivery preferences. Whether or not you plan to attend the Annual Meeting in person and regardless of the number of shares you may own, we urge you to vote your shares over the Internet, as provided in the Notice and the Proxy Statement. If you already received or if you request proxy materials by mail, you may vote over the Internet or sign, date and mail the proxy card you receive in the envelope provided or vote via the toll-free telephone number set forth on the proxy card. Please also indicate when voting your shares over the Internet or via the toll-free number or on your proxy card whether you plan to attend the Annual Meeting. You may revoke your proxy and vote your shares in person in accordance with the procedures described in the Proxy Statement. If you have any questions regarding the accompanying proxy statement or how to vote your shares, you may contact D.F. King & Co., Inc., our proxy solicitor, toll-free at (800) 249-7120 or collect at (212) 269-5550 or email at [email protected]. ALL STOCKHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS By Order of the Board of Directors, One AMC Way 4AUG200308112552 11500 Ash Street, Leawood, KS 66211 Senior Vice President, General Counsel and Secretary June 16, 2021 1JUN202115495116 (This page has been left blank intentionally.) ..............................................................................................................................AMC ENTERTAINMENT HOLDINGS, INC. EXPLANATORY NOTE ....................... 1 Related Person Transactions ................. 26 LETTER FROM THE CEO ..................... 2 PROPOSAL 3: RATIFICATION OF THE APPOINTMENT PROXY SUMMARY ......................... 4 OF INDEPENDENT REGISTERED PUBLIC GENERAL INFORMATION ..................... 5 ACCOUNTING FIRM ...................... 30 VOTING AT THE ANNUAL MEETING ............. 6 AUDIT COMMITTEE REPORT .................. 32 The Proxy and Voting ..................... 6 PRINCIPAL ACCOUNTANT FEES AND SERVICES ...... 33 Other Matters .......................... 7 Audit Committee Pre-Approval Policy .......... 33 Voting Requirement to Approve each of the COMPENSATION COMMITTEE REPORT ON EXECUTIVE Proposals ............................ 7 COMPENSATION......................... 34 How Votes Are Counted ................... 8 COMPENSATION DISCUSSION AND ANALYSIS ....... 35 Proxy Solicitation ........................ 8 EXECUTIVE SUMMARY .................... 35 DIRECTORS OF THE COMPANY................. 10 2020 Business Review; Impact of the COVID-19 PROPOSAL 1: AMENDMENT TO THE CERTIFICATE OF Pandemic .......................... 35 INCORPORATION........................ 11 Compensation Decisions ................. 36 Proposed Amendment .................... 11 How Our Compensation Program Works ...... 38 Background and Reason for Recommendation . 11 Components of Our Pay .................. 39 Rights of Additional Authorized Shares ......... 12 Consideration of Say on Pay Results ......... 40 Potential Adverse Effects of the Certificate of EXECUTIVE COMPENSATION PHILOSOPHY AND Amendment .......................... 12 PROGRAM OBJECTIVES .................. 40 Potential Anti-Takeover Effects ............... 12 EXECUTIVE COMPENSATION PROGRAM ELEMENTS . 41 Appraisal Rights ......................... 12 Base Salaries ......................... 41 Effectiveness of the Certificate of Amendment . 12 Annual Incentive Program ................ 41 PROPOSAL 2: ELECTION OF DIRECTORS........... 13 Payout Opportunities .................... 42 Nominees for Election as Class I Directors ....... 13 2020 Performance Goals ................. 42 Continuing Class II Directors ................ 14 2020 Payouts ......................... 43 Continuing Class III Directors ................ 15 2020 Special Incentive Bonuses ............ 43 CORPORATE GOVERNANCE ................... 17 Equity-Based Incentive Compensation Program . 43 Corporate Governance Guidelines ............. 17 2020 Annual Equity Grants and Modifications . 44 Risk Oversight .......................... 17 2020 Special PSU Equity Grants and Compensation Policies and Practices as They Relate Modifications ....................... 46 to Risk Management .................... 17 2019 Annual Equity Award Modifications ...... 47 Business Conduct and Ethics ................ 18 2018 Annual Equity Award Modifications ...... 48 Board and Committee Information ............ 18 COMPENSATION SETTING PROCESS............ 50 Communications with the Board ............. 18 Independent Compensation Consultant ....... 50 Director Independence .................... 18 2020 Peer Group ...................... 50 Board Leadership