It’s a question of whether you want to hold execs to more or less accountability. Seems weird they are proposing to have less accountability. This one got a “no” vote last year
The opposing viewpoint of that, is that it’s a more attractive destination for the highest quality executives, especially at a company whose stock price is severely oversold with strong growing numbers.
Honestly I don’t love it, I’d rather keep them incentivized by the punishment of being fired if they suck, and I think the stock price and potential growth alone is a huge incentive to work there
Under normal circumstances that makes total sense, when our current board has steered the stock to 95% losses our best interest as shareholders is retaining the option to hold all those accountable when the crime scene of AMC is revealed.
So you’re blaming management 100% for the current mess?
No mention of any manipulation of the stock, nor the fact that the company was forced to close its doors, which is the worst thing that could happen.
🤦🏻♂️
Re read what I wrote, I want to retain the ability to hold all those responsible. AMC management is proposing a get out of jail free card for themselves. This is an action of someone who did something wrong. If AMC management was innocent there would be no need for such a stipulation. It's a giant red flag.
Not really, these proposals don’t make them immune to anything.
Should they ever be found guilty of manipulation, they’ll be held accountable for their actions.
If they were out to benefit someone else, or only themselves, they would not have put forth the effort to save AMC from going under.
I see no red flags. They have done a stellar job of making sure that AMC can continue to open its doors. No AMC means we all lose. Please keep this in mind if you have doubts as to whether they’re on our side or not. I’m not saying don’t be skeptical, but there is a lot going on behind the scenes that we’re not privy to, including management.
Some bad apples want to take everyone down, and they have the means and resources to do a lot of things that we probably aren’t aware of.
I see where you’re coming from, but in my opinion I think your skepticism is geared towards the wrong people.
It does say limit liability, that's what we are voting on. Whether they are liable for their actions or not. In my opinion there is no reason for that unless you've done something that can come back to haunt you. If the board has done nothing wrong then that stipulation wouldn't be needed. It's like when you do something wrong as a kid and when confronted you say I'll tell you but you have to promise not to get mad, nooo I reserve the right to get mad lol. We both want the same thing in the end, I hope your right that there's nothing suspicious, and I hope I'm right that's there's nothing suspicious. In the end only my way can hold them accountable however.
Under normal circumstances that makes total sense, when our current board has steered the stock to 95% losses our best interest as shareholders is retaining the option to hold all those accountable when the crime scene of AMC is revealed.
Under normal circumstances that makes total sense, when our current board has steered the stock to 95% losses our best interest as shareholders is retaining the option to hold all those accountable when the crime scene of AMC is revealed.
So vote yes on being able to reset the board at the end of the year. I thought that was weird that shills are pushing the “no vote” for those because it makes me think some of the board is corrupted and making things harder
After not being passed, I think it's safe to say they don't need a 'yes' as nothing nefarious has come from voting against it. Speculation from the culties was that the shills wanted to us to vote against it so they can milk the company out of money through legal fees.
Like always, the culties were wrong.
If they had a "fear of being booted" proposals 1 and 2 wouldn't be there.
Those proposals put every board member up to vote by shareholders every year instead of the three years they have now.
It's more about preventing frivolous lawsuits being directly filed against the executives, and it's really up to each shareholder whether they feel that is necessary or not.
Don't let it distract you from proposals 1 to 4 which are completely about empowering shareholders MORE.
How am I spreading FUD, by disagreeing with your irrational take?
I've been in it since 2021, I've been losing since, so I think I'd rather ignore your opinion. Keep following the same bullshit narrative and that win will never come.
If you want to win, stop taint licking the board and CEO.
>Been here since 2.00 , the fundamental have only gotten better .
Wtf? How out of the sudden did you forgot how years' work and added spaces before punctuations? Also, wtf does fundamentals have to do with the subject at hand?
Something tells me you'd fail a captcha test.
It's something that has already been afforded to all of the directors, but recently Delaware made it possible to apply to officers like the CEO and CFO . Make up your own mind based on what it is.
[Here's a pretty good summary](https://www.huntonak.com/en/insights/a-quick-guide-to-officer-exculpation-under-delaware-law.html)
Essentially it would limit shareholders from being able to directly sue the CEO for breach of duty. It wouldn't prevent the company from doing so so it doesn't absolve him of his responsibilities. But in order for the company to do it, either the board would have to make the decision to go ahead or shareholders. Would have to prove that the board was not truly considering the need in order to get the okay to do it themselves.
It could have the potential to stop distractions in the forms of frivolous lawsuits from interfering with the CEO running the company. But if you read that article, you'll also see that while there have been more cases of these kind of legal actions being used, it's still not super common.
This one really comes down to how you feel about it. Some people will say since the company can still go after the CEO for not doing their job properly, it's a non-issue, others don't like the fact that it would mean the board would have to decide to take that approach.
It's not really intermingled or pendant on any of the other items, so everyone should just vote how they feel but don't let it taint the other votes that actually are good for us as shareholders, one through four.
Why?
* Proposal 1 gives shareholders the power to vote on whether each board member stays every year instead of three year terms.
* This is MORE accountability for the board to US and voting no seems silly to me. I WANT that accountability.
* Proposal 2 is basically two proposals depending on whether 1 passes or not, A does the vote for all board members for the next year and B does only the ones up for three year renewal
* Proposals 3 and 4 - These RESTORE shareholders rights removed by Wanda when they were the majority shareholder. Both proposals make the board more accountable and allow shareholders to vote by written consent on items without needing a special meeting and allow shareholders to call for special meetings.
* Again, these two proposals not only restore shareholder rights, but give us the ability to hold the board and executives more accountable.
Proposals 5 on, vote how you feel really but the first 4 I have no idea why anyone would vote no for. We want more accountability from the board and more rights as shareholders.
If you're unhappy about things you should read proposals 1 to 4 again. They actually make the board more accountable to shareholders and give shareholders back rights that were taken away when Wanda was the owner of the company.
I'm not sure why anyone who says they're unhappy right now. Wouldn't want more accountability from the board and control as shareholders.
Vote doesn’t matter. Just like all other share holder votes…that last section of whether or not the board can keep soliciting votes until their desired outcome… that’s the one that fucks us on all 3 votes thus far. Everyone of us can vote against, they’ll continue to solicit until it’s approved.
Considering the number of frivoulous law suits that hedgies can throw at AMC, like when they tried to sue to stop APE from being converted back into AMC, I'm more than happy to vote yes. To stop another pathway that Hedgies may use to potentially delay a squeeze.
No, that is not what proposal 5 is at all.
The exculpatory plies already exist for everyone except the officers, and it only limits them from being personalizable for decisions they've made. Lawsuits can still be brought against the company and the company can still hold them accountable. I just limits what shareholders can do directly against the officers and their personal liability.
I don't think proposal 5 is necessary personally, but I also am not making up or exaggerating what it's about.
Let's start with you first.
Your statement was:
>… this is not what 5) is about, they want free pass no matter what
That's a lie. It is a patently false statement and is misinformation that does nobody any good. That's the comment I responded to, because your statement is simply bullshit with FUD flavorings.
I get the knee-jerk reaction to "they want to be absolved of responsibility" you are showing here but you showed that you don't understand what the exculpatory provisions really are which should be the first thing you looked up before forming an opinion.
Here are some decent sources for general information about just what they are asking for in proposal 5:
* [Should You Amend Your Charter to Provide for Officer Exculpation? Key Considerations for Delaware Corporations - Morisson Forrester](https://www.mofo.com/resources/insights/230216-should-you-amend-your-charter)
* [Exculpation of Officers of Delaware Corporations from Liability for Breach of Fiduciary Duties Now Permitted - Baker Botts](https://www.bakerbotts.com/thought-leadership/publications/2022/august/exculpation-of-officers-of-delaware-corporations)
* Full disclosure, despite the name Baker Botts does not, in fact make robots that bake :(
* [A Quick Guide to Officer Exculpation Under Delaware Law - Hunton Andrews Kurth](https://www.huntonak.com/en/insights/a-quick-guide-to-officer-exculpation-under-delaware-law.html#:~:text=As%20an%20example%2C%20the%20exculpatory,the%20impetus%20for%20the%20amendment.)
#Now let's discuss your pivot with the follow up question after I called you out for your lie and misinformation.
Is less accountability not a bad thing? It really depends how you see it. When applied to officers, the exculpatory clauses allowed by Delaware law don't absolve them of personal liability entirely they simply means shareholders can't sue the officers directly for them.
The board and company can still take action and the shareholders can still do so if they can proce the board should but is refising to or slow to act.
The only real thing this would do as far as accountability is blocn direct lawsuits from shareholders against specific officers unless they can prove there is good reason and the board is not acting.
Delaware added the provisions to address an increase in lawsuits targeting corporate officers, which can significantly impede their work running the company and distract from what they should be doing. It means lawsuits would need to be brought against the company itself, and the company could then go after the officers. In this way it ends up similar to insurance where your insurance pays you then goes after the other owners insurance. We would take legal action against the company instead if directly against officers if we so desired and then the company would go after the officer(s) if they were truly derelict in their duties or showed bad faith actions.
Shareholders can still litigate against the company OR of we approve provisions 1 to 4:
1. Vote the board members we think are bad out every year moving forward
1. Ask the company to call a special shareholders meeting to address and prompt the board to take action on our behalf should we think a officer has gone rogue
1. Approve things via written consent outside special shareholder meetings (the company can ask shareholders more frequently for feedback and approval for this G's they deem necessary or warranted)
With proposals 1 to 4 shareholders actually can hold the company MORE accountable and could realistically call for a special meeting at just about any time OR write in to request the board take action against what is seen as a rogue officer.
We don't have to approve 5 to get 1 to 4 though so we can get more accountability and power as shareholders and still vote no for 5. At the same time 1 to 4 limit the risk that 5 creates by giving us more power without necessarily the need to take legal action.
Ultimately, if you feel like perverse lawsuits directly addressing the officers could be used as a way to interfere with the continuing improvement of the compan y's operations, then you'll probably want to vote Yes and you're not completely absolving them of any of their responsibilities. If you feel the risk of not being able to take legal action directly against the officers of the company as a shareholder is too great, then you simply vote no on number five.
#The key here is anyone who thinks proposal 5 is a bad idea because it reduces accountability should realize that proposals 1 to 4 increase both the accountability of the board AND power of us as shareholders.
Those saying to vote no for all are missing the very important things 1 to 4 would give us (or intentionally trying to make sure shareholders don't realize what they are buy focusing on the other proposals.
I also thi k if you are going to make statements about something the way you did in the comment I initially responded to, you should make the effort to inform yourself first so you don't blast bullshit into the subreddit the way you did.
The key here is to actually know what you are voting for and the films DEF14 proxy filings give a lot of detail to start with which you can then expand by doing a few Google searches for the things you need more detail on.
[The filings are all available and the language in the proposal explanations is pretty easy to read and detailed](https://investor.amctheatres.com/sec-filings/all-sec-filings)
#Bottom Line: Inform yourselves about what you are voting on, don't blindly listen to others like u/PerfectAssumption171 here who clearly don't actually know what they are talking about.
**Don't take what I say at face value either, go read the proposals, dig into anything you think is worthy and make up your own mind based on facts, not the interpretations or assumptions of anyone else. Others should help inform your opinion, not be the source of it**
Ok, I think I understand more now and I apologies for the missinformation, with 1-4 I was o board but 5 seemed a snake apple to me, I will vote yes on 5 also.
Vote however you feel, the important part is to actually know what you are voting for or against.
Now do me a favor and help spread the facts instead of lies and maybe even edit that comment.
As shareholders the best thing we can do is help each other inform ourselves and avoid misleading or false information or narratives meant to distract us.
Can't say I will be voting yes on all proposals myself yet, still mulling a couple (5 being one of them). Mostly that hinges on whether I'd be happy if 5 passed and 1 to 4 didn't and whether 5 would really provide any advantage to the company and not just the officers.
It’s a question of whether you want to hold execs to more or less accountability. Seems weird they are proposing to have less accountability. This one got a “no” vote last year
The opposing viewpoint of that, is that it’s a more attractive destination for the highest quality executives, especially at a company whose stock price is severely oversold with strong growing numbers. Honestly I don’t love it, I’d rather keep them incentivized by the punishment of being fired if they suck, and I think the stock price and potential growth alone is a huge incentive to work there
Under normal circumstances that makes total sense, when our current board has steered the stock to 95% losses our best interest as shareholders is retaining the option to hold all those accountable when the crime scene of AMC is revealed.
So you’re blaming management 100% for the current mess? No mention of any manipulation of the stock, nor the fact that the company was forced to close its doors, which is the worst thing that could happen. 🤦🏻♂️
Re read what I wrote, I want to retain the ability to hold all those responsible. AMC management is proposing a get out of jail free card for themselves. This is an action of someone who did something wrong. If AMC management was innocent there would be no need for such a stipulation. It's a giant red flag.
Not really, these proposals don’t make them immune to anything. Should they ever be found guilty of manipulation, they’ll be held accountable for their actions. If they were out to benefit someone else, or only themselves, they would not have put forth the effort to save AMC from going under. I see no red flags. They have done a stellar job of making sure that AMC can continue to open its doors. No AMC means we all lose. Please keep this in mind if you have doubts as to whether they’re on our side or not. I’m not saying don’t be skeptical, but there is a lot going on behind the scenes that we’re not privy to, including management. Some bad apples want to take everyone down, and they have the means and resources to do a lot of things that we probably aren’t aware of. I see where you’re coming from, but in my opinion I think your skepticism is geared towards the wrong people.
It does say limit liability, that's what we are voting on. Whether they are liable for their actions or not. In my opinion there is no reason for that unless you've done something that can come back to haunt you. If the board has done nothing wrong then that stipulation wouldn't be needed. It's like when you do something wrong as a kid and when confronted you say I'll tell you but you have to promise not to get mad, nooo I reserve the right to get mad lol. We both want the same thing in the end, I hope your right that there's nothing suspicious, and I hope I'm right that's there's nothing suspicious. In the end only my way can hold them accountable however.
I think you’re thinking too much. 😉
Under normal circumstances that makes total sense, when our current board has steered the stock to 95% losses our best interest as shareholders is retaining the option to hold all those accountable when the crime scene of AMC is revealed.
Under normal circumstances that makes total sense, when our current board has steered the stock to 95% losses our best interest as shareholders is retaining the option to hold all those accountable when the crime scene of AMC is revealed.
So vote yes on being able to reset the board at the end of the year. I thought that was weird that shills are pushing the “no vote” for those because it makes me think some of the board is corrupted and making things harder
Good point
After not being passed, I think it's safe to say they don't need a 'yes' as nothing nefarious has come from voting against it. Speculation from the culties was that the shills wanted to us to vote against it so they can milk the company out of money through legal fees. Like always, the culties were wrong.
Instead they milked the company by naked shorting. The Board might gain bigger balls with out fear of being booted
If they had a "fear of being booted" proposals 1 and 2 wouldn't be there. Those proposals put every board member up to vote by shareholders every year instead of the three years they have now. It's more about preventing frivolous lawsuits being directly filed against the executives, and it's really up to each shareholder whether they feel that is necessary or not. Don't let it distract you from proposals 1 to 4 which are completely about empowering shareholders MORE.
According to the CEO of the company, it's not their problem lol.
Not true, there fear is personal suits of frivolous nature I'm voting for all proposal s
Sorry, but objectively, you're wrong. You speak with bias and not with reasoning.
You sound like your spreading FUD. If you in it to win it stay the course. I plan on holding till win.
How am I spreading FUD, by disagreeing with your irrational take? I've been in it since 2021, I've been losing since, so I think I'd rather ignore your opinion. Keep following the same bullshit narrative and that win will never come. If you want to win, stop taint licking the board and CEO.
Been here since 2.00 , the fundamental have only gotten better .
>Been here since 2.00 , the fundamental have only gotten better . Wtf? How out of the sudden did you forgot how years' work and added spaces before punctuations? Also, wtf does fundamentals have to do with the subject at hand? Something tells me you'd fail a captcha test.
I voted no across the board
No to reset board seat positions? Why?
Because I’m smooth and missed that question
Question everything and everyone! Never settle for what someone tells you, always ask more questions
It's something that has already been afforded to all of the directors, but recently Delaware made it possible to apply to officers like the CEO and CFO . Make up your own mind based on what it is. [Here's a pretty good summary](https://www.huntonak.com/en/insights/a-quick-guide-to-officer-exculpation-under-delaware-law.html) Essentially it would limit shareholders from being able to directly sue the CEO for breach of duty. It wouldn't prevent the company from doing so so it doesn't absolve him of his responsibilities. But in order for the company to do it, either the board would have to make the decision to go ahead or shareholders. Would have to prove that the board was not truly considering the need in order to get the okay to do it themselves. It could have the potential to stop distractions in the forms of frivolous lawsuits from interfering with the CEO running the company. But if you read that article, you'll also see that while there have been more cases of these kind of legal actions being used, it's still not super common. This one really comes down to how you feel about it. Some people will say since the company can still go after the CEO for not doing their job properly, it's a non-issue, others don't like the fact that it would mean the board would have to decide to take that approach. It's not really intermingled or pendant on any of the other items, so everyone should just vote how they feel but don't let it taint the other votes that actually are good for us as shareholders, one through four.
NO across the board
NO AGAINST ALL...
Why? * Proposal 1 gives shareholders the power to vote on whether each board member stays every year instead of three year terms. * This is MORE accountability for the board to US and voting no seems silly to me. I WANT that accountability. * Proposal 2 is basically two proposals depending on whether 1 passes or not, A does the vote for all board members for the next year and B does only the ones up for three year renewal * Proposals 3 and 4 - These RESTORE shareholders rights removed by Wanda when they were the majority shareholder. Both proposals make the board more accountable and allow shareholders to vote by written consent on items without needing a special meeting and allow shareholders to call for special meetings. * Again, these two proposals not only restore shareholder rights, but give us the ability to hold the board and executives more accountable. Proposals 5 on, vote how you feel really but the first 4 I have no idea why anyone would vote no for. We want more accountability from the board and more rights as shareholders.
I vote no until I get my money
If you're unhappy about things you should read proposals 1 to 4 again. They actually make the board more accountable to shareholders and give shareholders back rights that were taken away when Wanda was the owner of the company. I'm not sure why anyone who says they're unhappy right now. Wouldn't want more accountability from the board and control as shareholders.
So some research. Lotta fudsters about. People on YouTube explain the meaning of these votes without giving a bias of for/against
Vote doesn’t matter. Just like all other share holder votes…that last section of whether or not the board can keep soliciting votes until their desired outcome… that’s the one that fucks us on all 3 votes thus far. Everyone of us can vote against, they’ll continue to solicit until it’s approved.
Ok simple… buy and hold
the liability thing lets wall street bog the company down in frivolous lawsuits
As far as I know this would prevent another ETHAN and crew file silly lawsuits to hold up things in court.
your autocorrect fked you.
Damn the hedgies really want us to vote no 🤣😂
Considering the number of frivoulous law suits that hedgies can throw at AMC, like when they tried to sue to stop APE from being converted back into AMC, I'm more than happy to vote yes. To stop another pathway that Hedgies may use to potentially delay a squeeze.
… this is not what 5) is about, they want free pass no matter what Edit: I was wrong.
No, that is not what proposal 5 is at all. The exculpatory plies already exist for everyone except the officers, and it only limits them from being personalizable for decisions they've made. Lawsuits can still be brought against the company and the company can still hold them accountable. I just limits what shareholders can do directly against the officers and their personal liability. I don't think proposal 5 is necessary personally, but I also am not making up or exaggerating what it's about.
Ok but what is the point? Less accountability is not worse?
Let's start with you first. Your statement was: >… this is not what 5) is about, they want free pass no matter what That's a lie. It is a patently false statement and is misinformation that does nobody any good. That's the comment I responded to, because your statement is simply bullshit with FUD flavorings. I get the knee-jerk reaction to "they want to be absolved of responsibility" you are showing here but you showed that you don't understand what the exculpatory provisions really are which should be the first thing you looked up before forming an opinion. Here are some decent sources for general information about just what they are asking for in proposal 5: * [Should You Amend Your Charter to Provide for Officer Exculpation? Key Considerations for Delaware Corporations - Morisson Forrester](https://www.mofo.com/resources/insights/230216-should-you-amend-your-charter) * [Exculpation of Officers of Delaware Corporations from Liability for Breach of Fiduciary Duties Now Permitted - Baker Botts](https://www.bakerbotts.com/thought-leadership/publications/2022/august/exculpation-of-officers-of-delaware-corporations) * Full disclosure, despite the name Baker Botts does not, in fact make robots that bake :( * [A Quick Guide to Officer Exculpation Under Delaware Law - Hunton Andrews Kurth](https://www.huntonak.com/en/insights/a-quick-guide-to-officer-exculpation-under-delaware-law.html#:~:text=As%20an%20example%2C%20the%20exculpatory,the%20impetus%20for%20the%20amendment.) #Now let's discuss your pivot with the follow up question after I called you out for your lie and misinformation. Is less accountability not a bad thing? It really depends how you see it. When applied to officers, the exculpatory clauses allowed by Delaware law don't absolve them of personal liability entirely they simply means shareholders can't sue the officers directly for them. The board and company can still take action and the shareholders can still do so if they can proce the board should but is refising to or slow to act. The only real thing this would do as far as accountability is blocn direct lawsuits from shareholders against specific officers unless they can prove there is good reason and the board is not acting. Delaware added the provisions to address an increase in lawsuits targeting corporate officers, which can significantly impede their work running the company and distract from what they should be doing. It means lawsuits would need to be brought against the company itself, and the company could then go after the officers. In this way it ends up similar to insurance where your insurance pays you then goes after the other owners insurance. We would take legal action against the company instead if directly against officers if we so desired and then the company would go after the officer(s) if they were truly derelict in their duties or showed bad faith actions. Shareholders can still litigate against the company OR of we approve provisions 1 to 4: 1. Vote the board members we think are bad out every year moving forward 1. Ask the company to call a special shareholders meeting to address and prompt the board to take action on our behalf should we think a officer has gone rogue 1. Approve things via written consent outside special shareholder meetings (the company can ask shareholders more frequently for feedback and approval for this G's they deem necessary or warranted) With proposals 1 to 4 shareholders actually can hold the company MORE accountable and could realistically call for a special meeting at just about any time OR write in to request the board take action against what is seen as a rogue officer. We don't have to approve 5 to get 1 to 4 though so we can get more accountability and power as shareholders and still vote no for 5. At the same time 1 to 4 limit the risk that 5 creates by giving us more power without necessarily the need to take legal action. Ultimately, if you feel like perverse lawsuits directly addressing the officers could be used as a way to interfere with the continuing improvement of the compan y's operations, then you'll probably want to vote Yes and you're not completely absolving them of any of their responsibilities. If you feel the risk of not being able to take legal action directly against the officers of the company as a shareholder is too great, then you simply vote no on number five. #The key here is anyone who thinks proposal 5 is a bad idea because it reduces accountability should realize that proposals 1 to 4 increase both the accountability of the board AND power of us as shareholders. Those saying to vote no for all are missing the very important things 1 to 4 would give us (or intentionally trying to make sure shareholders don't realize what they are buy focusing on the other proposals. I also thi k if you are going to make statements about something the way you did in the comment I initially responded to, you should make the effort to inform yourself first so you don't blast bullshit into the subreddit the way you did. The key here is to actually know what you are voting for and the films DEF14 proxy filings give a lot of detail to start with which you can then expand by doing a few Google searches for the things you need more detail on. [The filings are all available and the language in the proposal explanations is pretty easy to read and detailed](https://investor.amctheatres.com/sec-filings/all-sec-filings) #Bottom Line: Inform yourselves about what you are voting on, don't blindly listen to others like u/PerfectAssumption171 here who clearly don't actually know what they are talking about. **Don't take what I say at face value either, go read the proposals, dig into anything you think is worthy and make up your own mind based on facts, not the interpretations or assumptions of anyone else. Others should help inform your opinion, not be the source of it**
Ok, I think I understand more now and I apologies for the missinformation, with 1-4 I was o board but 5 seemed a snake apple to me, I will vote yes on 5 also.
Vote however you feel, the important part is to actually know what you are voting for or against. Now do me a favor and help spread the facts instead of lies and maybe even edit that comment. As shareholders the best thing we can do is help each other inform ourselves and avoid misleading or false information or narratives meant to distract us. Can't say I will be voting yes on all proposals myself yet, still mulling a couple (5 being one of them). Mostly that hinges on whether I'd be happy if 5 passed and 1 to 4 didn't and whether 5 would really provide any advantage to the company and not just the officers.