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AMC Stockholders Vote: In this video, we breakdown step-by-step each proposal of the Proxy for Shareholders voting on May 4th so you can make your best voting decisions regarding AMC.
0:00 Intro
1:05 Overview Of Proposals
11:25 How Votes Are Counted
12:36 500M Share Dilution (Proposal 1)
29:07 Election of Directors (Proposal 2)
32:44 Public Accounting Firm (Proposal 3)
36:04 Incentive for XO's (Proposal 4)
39:30 Equity Incentive Plan (Proposal 5)
42:31 Adjournment of Annual Meeting (Proposal 6)
46:23 My Personal Opinion
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Recently, as of today, i've seen quite a few people asking about the shareholders vote, so we're going to take a deep dive and read through the freaking articles that we've got bouncing around today. Regarding that shareholders vote and if you're not familiar uh, most people got an email about a shareholder's vote and i'm actually going to pull this up and show you exactly what i'm talking about. So we're going to pull up this proxy statement and show you exactly what's uh what people are voting on and it would be this the notice of annual meeting of stockholders to be held on may 4th 2021 and there were two different uh. You know articles that were pulled up and given in this email, one of them is a annual report which is a pdf, and then we got the proxy statement.

So this is telling you exactly what you're voting on and then we've got a freaking 172 page document. Uh talking about the annual report to stockholders, which has a plethora of information that we can dig into if we would like to do so, so this will be pretty chill pretty chill live stream. We're going to keep it nice and relaxed uh, just kind of go with the flow and see what we want to talk about, but i think that is the likely three that we'll focus on the most and we'll just go from there. So how's everybody doing today.

Amc vote should i voted yes on that vote. Uh we'll talk about it, we'll talk about it guys. There are pros and cons to both of the the options that we have here. So with this, this annual meeting of stockholders.

These are the the six things that you that they are voting on right. So we're just going to read this off here really quick. The first one is to approve an amendment to our third amended and restated certificate of incorporations to increase the total number of shares of class. A common stock per value of one cent per share.

The company shall have the authority to issue by 500 million shares to a total of one billion shares of uh class, a common stock which is proposal one right. So essentially, what this is saying is hey. If we want to - and this doesn't mean they're going to - they say we reserve the right, not the obligation to issue another 500 million shares of class a common stock. If we would like to to the overall outstanding shares and the shares available for trading right, so that's an opportunity here.

You can vote yes or you can vote no to that now. If they vote yes - and the majority is yes, that does not necessarily mean that they're going to exercise the right, not the obligation to issue 500 million shares of common class, a stock that just means that they have the opportunity to if they needed to now. I think about this all the time. What would be the reasoning for why uh amc would want to issue another 500 million shares of common stock right? What would be the reasoning for this? Well to me? It's it's! It's in the best interest of the company not to dilute if they have the opportunity to avoid it so um.

If they're going to dilute, which is going to decrease the amount of uh. You know the worth of each stock, you increase supply, which decreases demand um. Why would they want to do that? Well, my personal opinion. This is my opinion right.

I can't i can't uh. I can't tell you what the company's thinking, but if i was a ceo of a company and i was trying to do what was best for my company - and you know that you were possibly looking at an acquisition with amc, uh, amc and amazon or amc and Netflix this could be a way for amazon or or netflix to get a major shareholder stake in the company. Now that doesn't say that i'm going to vote yes to this or to vote no we're going to keep reading through it uh kind of make up our minds as we read through this document and see what they're looking at and what the reasoning is, as i'm Sure they're going to outline that i'm sure they're going to say why they want to issue 500 million shares, but with that, if there's only let's say 450 million shares that are circulating around the market right. So let's just pull this up.

We're gon na find out exactly how many shares we have available for trading uh right now. So if we just pull up afc on market watch, this will tell us how many shares are outstanding. How many shares are available to the public right? So, let's just pull this up really quick, we'll take a quick peeky wiki, as you guys always say, and we have a public floor to 446 million total shares out of a shares outstanding 450 million, meaning that currently there are 446 million total shares available to the Public right for trading, so with that being said, amazon or netflix would not be able to buy enough shares to be able to be a major shareholder in the company to have voting rights. So that would be my my personal hypothesis that'd.

Be why i would, as a company as a ceo of a company, um vote? Yes to that, if or even propose, that um is, if you're looking for amazon or netflix to be an acquisition candidate for a company. So that's just the first little piece of this. There's quite a bit, obviously we got to dig into here, but that was that was the first little piece. So i'm reading a lot in the chat that people are saying, they're voting, no, which is good.

I mean it's entirely up to you. You guys pull the trigger it's not up to me in the least bit um. I we're gon na. Do this right we're gon na look through all the pros and the cons of what would be the potential here, uh upside to voting yes or no to to uh this piece of it.

Dude want to save the hedges heck. No, i love it. Man, you guys know what it is. You guys know what it is news.

First then, yes, uh, is it strange? I received a vote from my weeble account and not my robinhood account that um. That is a little bit strange. I'm not gon na lie to you because i got. I got uh an email from both my my brokerage firms, uh both my brokerages that i'm holding amc stock in i got an email from both of them.

Saying hey, you reserve the right to not the obligation. The right to vote on this, since it is a shareholders meeting, it's a stockholders meeting right so um, it's telling up to you and there's a couple, different ways that you can play out the vote right. So, let's see if i can find exactly where this was uh and it'll, tell you exactly the ways that you can vote, so you can vote on the day of the shareholders meeting if you'd like to do that or you can vote ahead of time. Personally, i'm going to vote ahead of time, i'm going to read through this this document as much as i can and see what we're digging see, what we're laying down so we're cooking with chris going to could just get this out of the way.

So that's the first piece, second piece to elect our board of directors, the following nominees for for terms expiring at the 2024 annual meeting mr phillip ladder, mr gary f lock and mr adam j sussman. That's proposal two, so you can devote yes or no to every single one of these. The third one is to ratify the appointment of ernest and young llp. Is our independent registered public accounting firm for 2021.? Now, what is important about ernest and young llp? To be honest with you, i don't know anything about that that company that firm, what i will tell you, is it's important to look into that llp in and of itself, so that you can decide if that's a good llp to represent amc for a registered public Accounting firm, so they can handle all of these sort of uh back deals.

That would be you know, playing into that. 500 million share dilution right, so they play into direct offerings they'd be able to work with raising capital for the company um. It's it's just. Basically, the middleman that handles that sort of stuff, so you just want to make sure that's a good company that is representing them and we can look into that down the road as well.

Fourth proposal is to conduct a non-binding advisory vote to approve the compensation of named executive officers. So what would this mean? I would anticipate that is just basically incentive right so being able to compensate the executive officers that'd be like the board of directors. The people who are in charge of the company who are working with the company making sure that they can get compensated accordingly for their hard work, so i'm not against that at least, but i'll likely vote. Yes to that, in fact, i think that it's a good thing to compensate and incentivize uh workers, because people don't want to do things for no compensation right, that's very important to keep in the back of your mind, the fifth one is to approve an amendment to Our 2013 equity incentive plan the eip to one increase.

The total number of shares, subject to the eip to 35 million shares of class 8 common stock, two to revise the sherry punishment provision and three eliminate the mandatory exploration of the eip. So what does this mean? This last piece is talking about the expiration of vip right. So what is that saying? Is they're not going to get rid of this 2013 equity incentive plan? Now? What is the equity incentive plan um? I would anticipate this is a way that they can compensate through equity through class, a common stock, their their board of directors and any sort of employees that work for amc uh. They can.

They can use this classic common stock to incentivize people to say hey. This is a way that we can compensate you. We can give you some incentive through this class, a common stock and i'm not against that. Obviously, in the least bit i hold a pretty good stake at amc and if there are insiders or employees that work for the company - and they want this to happen - that's a good sign.

So i'm 100! Okay with that, i i would say, that's a go for me, i'm going to like likely vote yes to that, and then the last piece is 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, this is basically saying if we need to push this further to the right right. If we, if we can't make everything happen on this date, which would be may 4th, if i can remember correctly and sure it is, may 4th, may the 4th be with you baby, oh yeah, yoda yeah. If you vote yes to this, it just gives them the right uh to be able to push this to the right that overall shareholders meeting, so they can make things happen if they want to make things happen.

So that's we're looking at right here. This document is 84 pages long. Personally, i think it'd be a good idea to roll through this document so that we can read each individual piece of this and see what's important to keep in the back of our minds as we're making our our own individual votes. If you've already voted you're good to go rock on there, you go man, uh, we're gon na look into this amc shareholders vote first, and then we can dig into some other companies.

I do want to roll into rolls-royce. I've said quite a few people that are interested in that, so i think it'd be good to research. The company see what the potential upside is there. Then you guys can see my personal process of what i look for when i'm researching companies for a long term position, which is what i think rolls royce, would be, or at the very least, a good recovery position.

And then, after that, i'd like to dig into bitcoin, i am bullish on bitcoin. I do have a position in bitcoin i own about a quarter of a bitcoin uh. We could dig into that as well what the potential upsides are for bitcoin also so with that being said, it's good to have you all here. Hope, you're all cooking with crisco drop a like on the video helps the youtube algorithm helps get this into the eyes of more viewers.

Great to have you all here. What a weekend live stream trey thanks for everything you do love the energy, keep it up. I just want to give a shout out my brother uh you're not going to get me jordan. I it's funny because when i was in high school i used to write.

I took this creative writing class and that was actually the name of one of the characters. In one of my books that i wrote for that class, so i don't look there uh, i i failed says hey. I sent a super chat yesterday to check out, but i don't know if i missed it, can you check premiere, uh african minerals, please ticker prem. So i'll check it out really quick, but we are.

This is gon na, be not necessarily a good uh live stream for super chats. I'm gon na be honest with you uh i likely won't get to as many of these, because we are gon na. Take really really deep deep digs into these these uh, the research so don't feel like you have to drop a super chat. It's gon na be better.

If we just have a conversation, we can, you can simply just drop stuff in the chat bar. We can read it off. Uh have conversations about it. I don't want you guys, wasting your money, so i'm just gon na throw this in the the description box.

Really quick, uh don't feel like you need to drop a super chat, as i likely won't get to. As many of them today, it will be a pretty deep dive into a very select few companies and research. So that's good to go cowabunga. It is all right, so we're gon na start off here with uh with the the shareholders meeting uh proxy.

So this is the basically the issuing um of the proxy statement right. So this is everything that we need to know about that shareholders meeting good to have you all here, hope you're, all cooking with chris go: let's just get right into it, so we're gon na start off with this we're gon na scroll down, and we have the The basically index right here telling us everything that we need to know general information voting at the annual meeting, the proxy and voting. Let's see we want to start off with amendments. The certificate of incorporation is proposal, one so we're gon na start off with proposal.

One and see what we got cooking here, so this is an amendment to that 500 million shares common stock. I want to read through why the company wants to issue that 500 million shares of common stock, as i do think, that's likely the thing that has the most people uh kind of stumped. So if you're curious about how votes are counted man, my throat is always doing this goofy stuff. When i start talking in the morning, don't yell at me.

I know i should drink water, but i am gon na pop down an energy drink. I haven't had one of these literally all week long so i'm gon na pop one down it's a little reward, little reward for the the long long week that we had of amc price action, so we'll start off with this and just keep reading. So how are the votes counted? This is regarding how votes are counted regarding that shareholders meeting, so quorum is required to transact business at our annual meeting stockholders of record holding shares of common stock, constituting a majority of the shares issued an outstanding entitled to the vote at the annual meeting shall constitute A quorum, so what is a quorum? That is probably a good thing to start off with here. Just in case, we don't know what a quorum is uh.

Maybe this is rudimentary if this is something that you necessarily feel like you need to know. I apologize. However, there are other people out there who are really new basic investors, so we're gon na start off here and just look up what a quorum is in case you're not familiar. It is the minimum number of members of an assembly or society that must be present at any of its meetings to make the proceedings of that meeting valid.

So that is what a quorum is talking about. It's just the minimum number of people that need to vote. Essentially, so you, if you return valid proxy instructions or attend the meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from voting or on some or all matters introduced at the meeting. So that's we're.

Looking at right here, uh i'm going to scroll back down directors of the company. This is just all the directors of the company. We won't dig into this too much. We've got mr ladder, mr lock and mr sussman, our class one directors.

So this is just basically the people in charge of that uh that that meeting so proposal - one this is talking about the 500 million share stock dilution. So what i'm looking for here is information is why they want to to do this. 500 million share dilution because that scares a crap ton of people, i'm going to be honest with you before i dug into it and did a little bit of uh thinking about it. What would i do if i was a ceo? Why would i want to do this is um? It scared me.

I was like man. This doesn't make any sense. Why would a company try to dilute the shares if they're trying to raise capital? I mean it's typically when you, when you double the overall shares outstanding, that just shows weakness. I mean, if you're, trying to raise capital by by diluting your shares and raising money in the short term.

That just shows that there's not a lot of strength in a company long term, so i was like all right. There's got to be more reasoning behind this, we're going to try and find out what that is. So this is the proposal in case you're, just tuning in we'll give you a brief rundown they're voting to raise the the total shares outstanding to 1.02 billion shares of common stock through a 500 million share. Dilution essentially background reason for the recommendation, so this is going to be a big piece of it.

We definitely want to know the the reason why so on january 27, 2021, the board approved a proposal to amend our certificate of incorporation to increase the total number of shares of common stock. The company shall have the authority to issue 500 million shares to a total of 1.02 billion shares of common stock class. A these are what are available to the general public as of the close of business on march 3rd, the latest practicable date. Before the following of this proxy statement, there were 450 million shares of our common stock issued and outstanding and 10.9 million shares of common stock reserved for issuance under the eip.

That 10.9 million shares um. Essentially, what that's talking about is it's that equity incentive program. That's not available to the general public. I would assume that this is what is reserved for the board of directors, any sort of management, uh corporate uh employees right.

That's that incentive program, so that's just not available for trading right. So, if you're, looking at that, 450 million shares here and then 10.9 million that are not available to the public accordingly, 63.09 million shares, including the 3.7 million treasury shares of the total number of shares of common stock, currently authorized remain available for issuance or may be Reserved for issuance prior to any amendment to increase the authorized shares of common stock. I don't mind that they're actually holding on to these shares by the way that's 63 million right here and 3.7 million treasury shares that are currently authorized, remain uh available for issuance or may be reserved. That means that they are not currently available to the public and that's not a bad thing.

So what that's essentially saying is hey we're cutting off the supply, which should actually inherently increase the demand so they're, basically holding on to that for a worst-case scenario where they need to issue that stock. And i don't mind that in the least bid, so stock currently authorized remain available at yada yada yada as a result of the retirement of our class b common stock. Now what is class b common stock? This was essentially what was reserved for big, big institutional investors or insider trading. This is what happened with wanda, so wanda actually converted their class b stock up to class a stock, so they got they got rid of that they retired their class b common stock, meaning that the company is only trading class, a common stock.

Now, if you're not familiar with what class b stock, is we're just going to pull this up for you, so that you can see exactly what it is? Class b shares our classification of common stock that may be accompanied by more or fewer voting rights than class. A shares class b shares may also have lower repayment priority in the event of a bankruptcy, except for in the case of of amc. So usually, this is what you're looking at class a shares would be of superior to the class b shares. However, class a shares are all that are available for trading with amc right now, so so wanda ended up.

Converting wanda did end up having those those higher voting rights um. So it seems that it was a little bit backwards for amc here in this situation. So retired class b common stock they're only playing with that class eight common stock. At this point, uh pursuant to a certificate of retirement, yadda, yadda yadda, our certificate of incorporation currently authorizes the issuance of up to 574 million shares of capital stock, consisting of 524 million shares of common stock and 50 million shares of preferred stock.

Now, what is preferred stock uh? I keep doing that. I keep coming back to weeble weeble uh preferred stock for anybody who doesn't know right, we'll pull this up for you, so we can just dig into it. Preferred stock is stocked into titles that hold it to a fixed dividend whose payment takes priority over that of common stock dividends. So essentially, this is.

This is uh given to preferred members it's not available to the general public. The preferred stock is what is available to a few select insiders, whether that be management, whether that be institutional investors, insider investors, that's what you're looking at right here uh. How are we voting traces, patrick diggins, we're digging through it right now, so i'm not going to tell you guys how to vote. I don't want to collude in the least bit.

I don't want to swage your guys's opinions. I'll tell you what i plan on doing and then you guys can decide what you want to do, based on that so um that we're just we're just digging through the the proxy uh talking about the six different proposals they have for voting on the stocks. So that's what you're looking at right here we just dug through this little paragraph, and i think that proposal one is what has the most people's attention so we're just digging into this with as much detail as we can. The board believes it is in the best interest of the company to increase the number of authorized shares of our capital stock in order to get the company greater flexibility in considering and planning for future general corporate needs, including, but not limited to the offer on sale Of common stock and one or more public offerings are private replacements, the grants of common stock or warrants options or other convertible securities, and one or more strategic transactions, stock dividends, grants under equity compensation plans, stock, splits and other general corporate transactions.

The board believes that additional authorized shares of capital stock will enable the company to take timely advantage of market conditions and favorable financing and other opportunities that may become available to the company the authorized, but unissued shares. This is important authorized, but unissued means they reserve the right, not the obligation to issue these if they get approved, will only be issued at the direction of the board and, if required, by applicable law or regulation of the new york stock exchange upon separate stockholder approval. So what i'm pulling from this right now is is the main body right here. Why would they want to do this for future general corporate needs now? This is very, very, very broad.

This could be a variety of things right. Let's say that they need to raise capital, so they're sitting on cash right; cash to continue operations, cash to be able to rebrand the company. There's there's a variety of different ways that can play out and that could dive into the possible of the possibility of a company acquisition. The only thing that i don't necessarily like is that they haven't stated that they are looking to rebrand the company or find uh alternative means for for company growth, like some sort of hint at the fact that they may be doing a company acquisition.

But but the the argument to that would be, if you are, you know, in a contract or under a conversation to be a you know, a company that is getting acquired, they're not allowed to talk about the details right. So it's it's pretty vague. It's a very, very vague description. That's some basic basic uh mumbo-jumbo.

Uh legal talk right here, in which you don't get a big picture right, but this is this is the biggest piece future general corporate needs, including, but not limited to the offer and sale of common stock. Public offerings is a way for them to raise capital. It does end up diluting a little bit. That is where that llc comes into play.

That proposal three. If i remember correctly, i think it was proposal three talking about the uh yeah ernst, young llp. They would be playing with those direct offerings. They'd be basically the middleman that would make that sort of stuff happen so coming back down to proposal, one all right, so that was that was the big piece right there.

Um next you've got the grant of common stock or warrants that would be like the eip. The equity incentive program options or other convertible securities, so this would allow them to have the the collateral for exercising options um for let's say, market makers, clearing houses if they don't actually physically have the collateral. As i imagine, that's, what's going on right now, um stock dividends, so that would be able to to reinvest that stock dividend plan because amc actually did used to have a dividend. They're a very old company they've been around for over 100 years.

Um! That's what you're! Looking at right here with with amc grants under equity compensation plans, stock, splits um, we don't like stock splits, that's not something, i'm personally a fan of unless it would be a reverse split, in which case you would actually decrease the overall shares outstanding. Let's say that you did a three to one reverse split. That would turn um three shares into one share. Your your three shares worth.

You know, 13.90. A piece would then become one share worth: uh. 14. 28.

42, so it'd be worth like 41 and 70 cents. So that that'd be a reverse split. I wouldn't mind that on the least bit, but that's usually talking about an actual regular split, which would be maybe like a three to one where you would turn uh one share into three shares: i'm not i'm not for that. I don't want to make that happen, but that's an opportunity they would reserve if you ended up voting.

Yes on this, this piece of things and then other general corporate transactions. So that's what you're looking at right here. The board believes that additional authorized shares. We've already read through that, so write up additional authorized shares.

Any newly authorized shares of common stock will be identical to the shares of common stock. Now authorized and outstanding. The certificate of amendment will not affect the rights of current holders of common stock, none of whom have preemptive or similar rights to acquire the newly authorized shares, so it will not affect the rights of current holders of common stock. So that's, that's us.

That's the average retail investor that is the ape out there in the community who who is holding common stock. It would not affect us uh, apparently, as they are stating none of whom have preemptive or similar rights to require authorized shares potential adverse effects of the certificate of amendment. So this is downsides right, they're, basically giving you the bear case why you may not want to make that happen from my understanding, let's read this adoption certificate of amendment will have no immediate dilutive effect on the proportionate voting power or other rights of the company's existing Stockholders, however, any future issuance of additional authorized shares of our common stock at the future direction of the board and generally without the requirements. Stockholder approval, unless specifically required by applicable law or new york stock exchange regulation may, among other things, dilute the earnings per share of common stock and the equity and voting rights of those holding common stock.

At the time such additional shares are issued. So essentially, what they're saying is the adverse effect here is dilution right they if you were, if you were a major stakeholder and they issue another 500 million shares of stock - and let's say that you're a 10 holder well now, there's another 500 million shares out there. You're no longer a 10 holder you'd have to buy more common stock in order to make that happen right. So that's that's a downside here.

It also is saying that the the worth per share would go down and that's basic supply and demand right. So if there's an increase in supply that decreases, there's a decrease in demand making each of your shares worth less money than they were before. In addition to the general corporate purposes mentioned above and as further described below, an increase in the number of authorized shares of common stock may make it more difficult too, or discourage an attempt to obtain control of the company by means of a takeover bid that the Board determines is not in the best interest of the company and its stockholders. However, the board does not attend or view the proposed increase.

The number of authorized shares of common stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of the company. That's actually pretty interesting, so my hypothesis was that they may issue 500 million shares of common stock for a takeover for an acquisition purpose that you could have a company purchase 500 million shares and they're saying that actually may decrease the chance of that happening. Uh not in the best interest of the company at stockholders. However, the board is not intent or view the proposed increase in the number of authorized shares of common stock as an anti-takeover measure.

So essentially, what they're saying is it would make it more difficult to take over a company, but that is not an anti-takeover measure and they're not aware of any attempt or plan to obtain control of the company. Hmm. So this right here is saying that they actually don't know or of any companies that may be trying to acquire or take over amc. That's fascinating, that's fascinating, because that would that would debunk a lot of the the hypothesis that are that are circulating right now.

Regarding an amc, amazon acquisition or an amc, netflix acquisition, because that's stated right here in plain plain ape language on their uh, their proxy statement, which is interesting so potential anti-takeover effects. Let's read through this before we end up making a conclusion i'll tell you what my conclusion is on this proposal, what they are stating as a reason for the proposal and i'll tell you what my personal vote would be based on the information that was presented to Me, the certificate of amendment could adversely affect the ability of third parties to affect the takeover or a change in control by, for example, permitting issuances. That would dilute the ownership of a person seeking to affect a change in the composition of our board or contemplating a tender offer or other transaction that the board determines is not in our best interests or in the best interest of our stockholders. The board's ability to issue substantial amounts of common stock generally without the need for stockholder approval, except as may be required by law or new york stock exchange upon such terms and conditions, as our board may determine, may, among other things, be used to create voting impedements With respect to a change in control or to dilute the stock ownership of stockholders seeking to obtain control of the company, the issuance of common stock, while providing desirable flexibility in connection with potential financings and other corporate transactions may have the effect of discouraging delaying or preventing A change in control of the company.

Our board, however, does not attend or view the certificate of amendment as an anti-takeover measure. Nor does it contemplate it's used in this manner at any time the foreseeable future and is not aware of any attempt or plan to obtain control of the company. I'm going to read this twice. A board, however, does not attend or view this certificate of amendment.

As an anti-takeover measure, nor does it contemplate its use in this manner at any time the foreseeable future and is not aware of any attempt or plan to obtain control of the company, so that basically doubles down on exactly what they said up here. Is this this 500 million share dilution is not an attempt to decrease the chance of a company take over a company acquisition, but they don't contemplate its use in this manner. Either. They're not they're not diluting the shares they're not trying to take that 500 million shares to have a company acquisition uh, based on what they're stating right here in that ape ape language, uh breakdown.

So personally, with what i've just read right here, we'll read off the last little pieces of this appraisal rights pursuant to the delaware, not not really the important um. I personally would vote no, i would vote no. So if their reasoning for this is just to be able to issue more common stock to be able to issue common stack for direct offerings um to be able to use this for the equity incentive program right, if it's not in the the best interest of the Company to to um use this for the reasons of a company acquisition or a company takeover right, um that that's a no for me, man, that's a big note for me uh, but you guys make your own decisions right. That's what i was looking for and reading this, and this is the first time i've read it right.

So we can have a conversation about this if you guys have a reason why you would believe the answer should be yes, but myself, i'm gon na be voting. No, because that's what i was looking for with that 500 million share dilution, i only would be looking for the opportunity for a company to take a major stake in amc that they couldn't otherwise do without that 500 million share dilution, because the majority of amc is, Is holding the stock right, so it's it's mostly being held, and they stated pretty much in plain language right here that that's not the the purpose of that 500 million share dilution. The board is unattended or viewed proposed, increase the number of authorized shares of common stock. As an anti-takeover measure and is not aware of any attempt or plan to obtain control of the company, so they've already stated it.

That's a no for me son. I've got no interest in that. I'm gon na be voting no to that 500 millionaire dilution. I don't think it's necessary and honestly guys.

I think that amc is, is uh underestimating how much their company is going to increase in value simply from shareholder buying there's so many stockholders out there there's so many people that are simply buying amc, um that that's going to increase the the company's uh market. Capitalization right, it's the market cap. Now, how does market cap work right? If you want a really good video on market cap or you want it, you want to understand the deep dives of the market. Dude watch the wolf of wall street's, um podcast.

He is a freaking animal. I sat down for about an hour yesterday and watched the wolf of wall street's um uh, one of the one of the wolf of wall street's. You know podcast and the dude walks you through its simple language, the ins and outs and the understanding of the market. So market cap is the value of a company that is traded on the stock market, calculated by multiplying the total number of shares by the present shared price.

So this is how much the company's worth right - and i know, there's a lot of you out there who know that what that is, but there might be people who don't, which is why i'm walking you through it right. So that's, basically what the company is worth. It's this it's the this is what the company's trading at on the stock market calculated by multiplying the total number of shares by the present share price. So if there are 450 million shares right and amc is trading at 13.93, you'd multiply both of those together and that'll.

Tell you what the company is worth right. So if you take those numbers - and let's say that the stock price is trading at 20 or 25 or 30 right that would end up increasing the worth of the company, they can take that opportunity how much the company's worth to raise capital. They could do things such as a shared buyback right if they bought back shares from the general public. I don't know how many people would sell it, but maybe there'd be a few people and they could.

They could raise money simply from that alone, which would actually decrease the the dilution rate. It would decrease the available amount of shares for trading by decreasing that supply. They would increase the demand, so i think they're undermining that. I don't think they realize how many apes out there are actually trying to help out that company.

So i'm voting. No, that's a note from me guys, that's uh! That was a long-winded explanation and what i think about that that first proposal, but hopefully that uh, that gave you a little bit of clarification. I will be clipping out this piece of uh of this, this research uh podcast, so that we can have that out available for the public as well. That is simply my opinion.

You guys have your own opinions. You don't have to do what i do. I'm voting! No, you guys can do whatever you want, so i'm just going to come over here and i'm going to click no on my personal proxy vote. Uh for that.

So take that for what it is. That's just my personal opinion. So next we're going to look at proposal. 2..

Uh, we'll give you guys a quick breather, i'm gon na drink some of this energy drink. I keep trying to come back to it and put some down, but that's totally all right. This is why institutional investors have been buying shares to out vote us there. You go man all right, trey, trey, trey, adam aaron, ceo gave both his uh sons.

250 carriers 250k shares each. That's a good sign man. I mean insiders continuing to buy and continuing to hold at the very least hoddle on um their their their shares of the company shows that there's good things happening think about it like this think about it from an outside perspective. If you have insider management that is not continuing to purchase shares of a company right, let's say they're selling off all their shares, um and they're not buying anything, and that's happened for one years, two years, three years whatever it may be.

That's not a sign of confidence, that's not a vote of confidence, because those guys are the board of directors. They see the meat and potatoes the deep, deep guts of a company and, if you've got you know the board of directors. The management team. The ceo, the ceo or whoever it may be um selling their shares.

That tells you that they don't have any confidence in the lease bid on the company continuing to grow in the long term. So what this tells me the fact that they're continuing to buy shares they still have this equity incentive program. They're they're, not selling their shares. The majority anyways um is that they believe that the companies actually have long term potential.

They get to see the deep down guts of a company, they know what the plan for growth is for the company. They know exactly what they're trying to do to rebrand the company to be able to raise revenue for the company to get more profit for the company right. So that's a that's a vote of confidence. For me, i dig seeing that.

That's why i was excited to see the insiders were still issuing both stock and derivatives, which would be options to their board of directors and to their management, because that's a good thing so uh there we go coming into proposal. Two at the annual meeting. Stockholders will vote to elect three individuals to be elected as class one directors to hold a three-year term of office from the date of their election until the company's 2024 annual meeting, and until their successors are duly elected and qualified. If you guys wanted me to read through this, let me know in the comment section in the chat bar.

We will continue read through proposal too. But honestly. This is not as interesting to me not that i'm not interested in the management side of things for the the directors, the board of directors um, but i think there are more pressing matters that we can discuss in this huge proposal as there's a lot of information That we need to dig through so uh. If you want us to cover this, let me know we will um i'll.

Just give you guys a couple seconds to let that go through, because i know there's like a 30 second delay on youtube, so uh i got to read through some of these super chats. In the meantime, my baby boy is born today, john dude, there you go. Eight pounds: two ounces, ten figures: ten toes and two diamond hands: dude drop some gorillas in the chat for john fields; happy freaking, uh, i'm glad for you, man uh your baby boy. I don't know what you named the guy, but uh, i'm sure he's gon na he's gon na have a great dude.

I think it was. You just stated: no, maybe somebody else that was wall street assassin, but um. That's awesome. I hope that he's healthy.

I hope that he's happy. I know that you're going to take great care of him you're going to be a great father, i'm very excited for you and sir. Thank you uh appreciate that what are we voting on for the same sea thing? Or did you already go over this? I just got on the stream uh, i'm personally voting no for proposal one, but i don't want to swage you one way or the other skip it. No, no! No! No! We'll skip it.

Then we'll go to proposal three. Thank you guys so corporate governance, business conduct and ethics. I want to find proposal three director compensation, so this is just talking about how much they're getting paid this. If you want to know how much people are getting paid in cash, there, you go lloyd.

Hill, making 97.5 you've got 157 000 for howard um, not that important i'd like to find proposal three certain relationships and related transactions. Here we go proposal. Three ratification of the appointment of independent, registered public accounting firm, so this is talking about ernst and young llp. This is the company that would be representing them for direct offerings um.

This has some significance, i wouldn't say as much significance as proposal, one, which is the issuance of 500 million shares of common stock, the class, a common stock. All right so read the first little paragraph here. If i feel like there's more that we need to cover here, we will do so. The auto committee has selected ernst young llp as the independent registered public accounting firms to perform the audit of our consolidated financial statements and our internal control over financial reporting for 2021..

Ey served as our independent registered public accounting firm for 2020., so these guys they've already been working with ernst young, which they call ey in uh. Quotations here on their on their little piece, looks like they're, an auditing committee. They would handle uh registered public accounting. They would handle the auditing they would handle their financial statements um.

So all that sort of stuff - i i would say personally that's not that important either, but we'll read this next paragraph just to make sure we're not missing anything. The audit committee is responsible for overseeing the qualifications, engagement, compensation, independence and performance of the independent registered public accounting firm retained to audit the company's consolidated financial statements and its internal control over financial reporting. The audit committee requires, and with its chairperson oversees the selection process for new, led audit engagement and concurring partners every five years throughout this process. The audit committee and management will provide inputs at ey about amc priorities, discuss candidate qualifications and interview potential candidates put forth by the firm.

The audit committee will also require other key ernst and young partners assigned to our audit to be rotated as acquired by the pcaob to help ensure continuing auditor independence. The auditor committee will continue to periodically consider whether there should be a regular rotation of the independent auditor. I don't know what pcaob means i'm going to look this up, but i don't know something: i'm going to admit it to you guys, pcaob um acronym, i'm going to find out. Let's see public company accounting oversight board.

So now i know public a company accounting oversight, board public company accounting oversight, board public company accounting oversight board. You tell you something to sell. You tell yourself something three times it's a little easier to remember. So that's what pcaob stands for.

If you didn't know, there's something new every day. Personally, i don't think this. Is that interesting? I don't think we really need to know uh, so i'm gon na keep reading on. I see some people here in the in the chat while they're saying please read on so we will continue to move forward to the next piece of things so proposal four, so we're going to come up to next.

Thank you. Everybody! That's tuned in right now. I appreciate everybody mentally if you're not drop a like on the video that does help out the the algorithm a little bit uh, we will be posting the meat potatoes of this. I will be clipping it out later so that we can uh give that to anybody who is not able to tune in for the live stream.

And if you want to just find the piece specifically on where we talk about specific things so coming down here. To proposal four uh rolls-royce already talked about it. No, i have not my friend uh we're starting off here with the amc shareholders vote, as i think there's a lot of confusion out there, and i am going to be able to clip out the specific pieces of this that i think people are looking for and Answer on which is specifically proposal, one that 500 million share dilution, so are they able to do the recount without the dilution? They are yes entirely entirely entirely should be able to do that recount without the dilution. Yes, sir, all right coming back down proposal four and a lot of meat, potato numbers all right: non-binding advisory votes to approve compensation of named executive officers.

So we'll read the first little piece of this and my take - i haven't read through this yet, but this is the first time that i've seen the article we're doing some research together. My friends which is uh saving us all some time, huh saving us some time. This is my my my thoughts are. This is just giving incentive and compensation to the executive officers, the board of directors, the management of amc.

I would personally vote. Yes, i'm going to tell you if i change my mind by the way proposals. Two and three i'll vote: yes to um, you guys do whatever whatever you want, but i have no problem in the least bit with the continuation of ernst, young llp, being the uh, the the the offering firm that the accounting firm who takes charge of the financial Statements and the direct offerings of amc i've got no problem with that in the least bits. So my answer to the previous two two and three proposals is: yes, you guys do whatever you want to do.

Don't do what i do. You're odd. Do your own research, but this is just my personal opinion, so as we discussed in the compensation discussion analysis above the company's compensation program for executive officers, is designed to attract and retain high quality people and to motivate them to achieve both our long-term and short-term goals. I like that, a lot, and that is exactly what i've been saying.

I do not mind. Compensating your directors accordingly right if you pay people well, they're gon na be incentivized to want to do good things for a company, which is why i wasn't mad. I mean, i know a lot of people out. There were pissed, they were like yeah.

Why are they this company's gon na go bankrupt? Why are they? Why are they giving out bonuses to the board of directors? I don't get it, i don't get it. I don't get it, but i don't mind that, because it incentivizes them right, people need incentive whether it be financial, whether it be objective, subjective, emotional, whatever. Whatever you have to do right, people need incentive to be able to work hard for something like if i simply uh like for me for running right for running what was my incentive to be a good runner. I wanted to qualify for olympic trials and i wanted to make my old man proud without that incentive.

I wouldn't have gone to length's end for 10 years to run 100 miles a week week over week over week, with no days off for months at a time right to be a good runner. That's that was my incentive. I needed something to chase. I needed a goal to keep in the back of my mind for the board of directors.

Here, it's the same thing. Their incentive is to get compensated accordingly. If you pay someone like piss they're gon na perform, like piss, you pay somebody like gold, they're gon na perform like gold, so that that's what i'm looking at right here, anyways as required by section four of the exchange act. This proposal, commonly referred to as the say on pay resolution, seeks a stockholder advisory vote on the compensation of our named executive officers as disclosed pursuant to item 402 of regulation sk through the following resolution resolved that the company stockholders approve on an advisory basis.

The compensation paid to the company's named executive officers as the closing the company's proxy statement for the 2021 annual meeting of stockholders pursuants item 402 of regulation sk, including compensation, discussion and analysis, compensation tables and narratives. This vote is advisory non-binding. So it means that it's the right now, not the obligation right by voting. Yes, that doesn't necessarily mean it'll get it it'll happen.

It won't be executed. It is just going to give the opportunity so uh. This vote is advisory non-binding, but our board and the compensation committee will consider stockholders concerns and evaluate whether actions are necessary to address these concerns. The board recommends a vote for approval, obviously, otherwise they wouldn't.

They wouldn't have this proposal in this proxy, but of the compensation of our named executive officers, as disclosed in the proxy statement on our advisory basis. So personally i'm gon na vote. Yes to this, i have no issue in the least bit with uh, with compensation of their executive officers, their board of directors or their management. I do think that'll be a good thing.

I think that'll treat them well uh, so i'm gon na be voting. Yes, that you guys do whatever you would like to do um, but this is my personal opinion right um. I am totally for it. I'm gon na vote.

Yes, i'm gon na vote for that compensation. So moving on to the next piece we'll come up to proposal. Five, which is the the fifth out of six of these proposals, that is on this proxy - that you guys have the opportunity to vote on by the way. If you do want to vote on them, you can vote on them today or you can wait until that.

May 4th shareholders or stockholders meeting, in which case you get to decide. You know on that date as well, but i'm just going to vote right away that way it's out of the way, and you guys do whatever you'd like to do um. I didn't get an email, but i owned shares tiffany. I've heard that from a couple people are, you are you holding shares on robin hood, because i've heard from a couple of people that um that robin hood shareholders haven't received a email from everything.

So that's. That's very very interesting, so proposal five, an approval of an amendment to the company's 2013 equity incentive plan. The eip we are submitting for stockholder approval to an amendment to the eip21 increase the number of shares available for awards under the eip by 20 million shares of 35 million two revised eips, and this is actually a really important proposal. I think this is worth talking about to revise the eip's share, replenishment provision to comply with new york stock exchange rules by eliminating the ability to reuse shares that have been previously issued and returned to the company's payment for the exercise, price of stock options or payment Of taxes and three eliminate the mandatory expiration date for the eip, which is no longer necessary under existing tax regulations and new york stock exchange rules, the increase in the number of shares is needed in order to continue to provide a meaningful long-term incentive for management and, As a result of recent significant declines in the company's stock price, the text of the eip, the equity incentive program, amendment is set forth in appendix b, and this description of the proposed amendment to the eip is qualified by the full text of the eip amendment.

So the first piece i'll talk about each of these one, two three, what i think of them uh. This is just my personal opinion. I'm not a financial advisor number one increase the number of shares available for awards under the ip by 20 million shares to 35 million. I don't mind that at all i don't mind them increasing the number of shares and if you, if you say no you're, not for that first proposal increasing to 500 million - that's not going to dilute the stock.

What that's going to do is actually decrease supply because there's going to be more shares that are held by insiders boards of directors right, uh management board, whatever it may be, that'll be less shares available to the public, so by increasing from 20 million to 35 million. That helps the cause cut off supply increased demand, i'm all for that right. That's that number one go ahead right! That's that's! Totally cool number two revise the eip's share, replenishment provision to comply with new york stock exchange rules by eliminating this is the piece eliminating the ability to reuse shares that have been previously issued and returned to the company as payment for the exercise, price of stock options Or payment of taxes, so they don't want people that they want to eliminate the ability to reuse shares so being able to retire shares that would actually take them off the market. I don't mind that the least bit, i think, that's totally totally defined uh number two is got my vote.

Number three is eliminate. The mandatory expiration date so essentially extend the ability for this. This equity, instead of program which has dated back to 2013, and i'm also for that as well in the simplest of terms um, all three of those are go for me. You guys you guys do whatever you'd like to do i'm gon na vote.


By Trey

30 thoughts on “Amc stockholders vote 500m share dilution – breakdown of what to know for your personal vote!”
  1. Avataaar/Circle Created with python_avatars breadstickzzzzzzz says:

    LOL you guys are such weirdos you weren't even calling each other apes 3 months ago that's only been going on for like a month just a bunch of little kids screaming this is going to be so hilarious when the stock goes bye-bye and you all say what happened no LOL

  2. Avataaar/Circle Created with python_avatars Elijah jones says:

    Just got the email and came here to decide what I should do ..

  3. Avataaar/Circle Created with python_avatars John Allen says:

    I never recieved a email for proxy materials , i looked it up but im not sure what to do, i have 87 on RH

  4. Avataaar/Circle Created with python_avatars Jesus Rodriguez says:

    Im voting no, these shares can be converted and on PG3, they can withdraw their decision to not sell at any time

  5. Avataaar/Circle Created with python_avatars Devin McQueen says:

    I had to hound my brokerage for my control number but I got it voting now

  6. Avataaar/Circle Created with python_avatars GP Manori says:

    I bought my shares on March 15 but did not get any voting related emails from TD. is that expected?

  7. Avataaar/Circle Created with python_avatars evan manley says:

    Buying $40 call option expiration on June 18th. If it hits $120 that’s $9,000 off of one contract

  8. Avataaar/Circle Created with python_avatars vn01208503 says:

    the 500m shares is for amc to sustain after the squeeze and 5 years plan. they need more fund to sustain and pay off debt, what they fear is we all sell off after it squeeze and left amc dried up and they have no fund left to fight short sellers.

  9. Avataaar/Circle Created with python_avatars The Goat says:

    It’s time to end it. More shares = more time for shenanigans. I’m ready to get paid. Send it!!

  10. Avataaar/Circle Created with python_avatars Jose Medina says:

    The lacking sharon formerly analyse because viola tinctorially command following a nutty cymbal. long, scarce earth

  11. Avataaar/Circle Created with python_avatars Armando D says:

    This video was so helpful, I’m NEW to all of this, thank you for being so detailed and breaking it down so simple!

  12. Avataaar/Circle Created with python_avatars val@amc77 says:

    Still waiting the take off! Black pool in progress, but till?

  13. Avataaar/Circle Created with python_avatars Michael Nadel says:

    You dilute to raise money when ur not making any money. It’s a bad sign .. to flip this into Amazon or Netflix blah blah blah is delusional

  14. Avataaar/Circle Created with python_avatars Michelle Allen says:

    Proposal 6 potentially shady. Definitely 'no' to diluting shares knowing what we know now about the 'alt p00l'

  15. Avataaar/Circle Created with python_avatars chapo kid says:

    Soon as they announced I've cashed out amc I'm not a shill it doesn't have the potential that gme does. My whole portfolio is on gme now

  16. Avataaar/Circle Created with python_avatars hokil kouzgu says:

    Sorry guys, I know meaby its stupid question, but how can I wote? I dont have time right now to watch whole video sorry. But I had seen the end of the video and I know that I will vote same as Tray, beacuse I believe him.

  17. Avataaar/Circle Created with python_avatars Robbert Benjamin says:

    Doesn't RH cust not technically own their shares cause RH doesnt buy them or something? Idk, I use Fidelity like a dumb smooth brain ape.

  18. Avataaar/Circle Created with python_avatars Finite Banjo says:

    I think the reason they want to issue more shares is to sell them for profit at the cost of retail investors.

  19. Avataaar/Circle Created with python_avatars Code name: Migrane says:

    Hey how come i havent recieved any mail????

    I have 63 shares

  20. Avataaar/Circle Created with python_avatars Andy McLain says:


  21. Avataaar/Circle Created with python_avatars Emily says:

    Is this email only being sent to Americans? I'm in Europe and haven't received one yet.

  22. Avataaar/Circle Created with python_avatars Patty Randhawa says:

    Thanks for grinding for the Gorilla Gang! You are very much appreciated! Always remember that 🙏🙏🦍🦍

  23. Avataaar/Circle Created with python_avatars dahuman says:

    I got 1 share of AMC on RH from selling their free stock (the only stock I have on RH haha) and I got the email 😛

  24. Avataaar/Circle Created with python_avatars The White Wolf says:

    Trey…Trey…Trey…The independent auditor looking at the books is a BIG DEAL. Go research Enron and Worldcom. These were massive companies in the early 2000s that were also committing massive financial statement fraud (which boosted there share value) and the AUDITORS WERE COMPLICIT. People lost their entire life savings, people lost their retirements, a lot of people lost their jobs. All because the auditors weren't doing their jobs. Maybe I'm being harsh, but I am a CPA and this is what I do for a living. Ernst and Young is one of the only surviving major Public Accountant Firms from that time. They are fairly reputable and hopefully they catch errors in the financial statements. Second, issuing new shares is a method of takeover prevention. The more shares there are, the harder and more expensive it is for an acquiring company to obtain 50% + 1 share. Hostile takeovers tend to treat shareholders well in the short term (key word SHORT), since the acquiring company will be a mega ape, and diamond handing all the shares they can get a hold of, thus driving the price up, but I have a fairly strong feeling they have gotten some proposals from interested parties. Not a 'takeover,' but more a letter of interest to acquire. Most companies will try to do acquisitions nicely, because it's cheaper, but there may be a possibility that AMC is getting eyes on it, and you know the hedgies will have no problem handing over their shares to an Amazon or Disney.

  25. Avataaar/Circle Created with python_avatars Donnie Popavich says:

    Can you cover GRIL soon? I think they have a ton of potential as they expand the franchise and revenue streams!

  26. Avataaar/Circle Created with python_avatars al park says:

    vote NO for stock dilution. Any stock dilution is bad for stock price. CEO is stealing 3.5 Billion dollars and giving it to themselves in form of stocks. Retail is getting screwed like the last time when stock tanked from $25 to $5 when Silver Lake Hedgies made 600m by selling their 50 million shares. Now Silver Lake is doing the same thing, issuing another 500 million shares so they can make money at the expense of retail trader's stocks. Silver Lake board members should be voted out!!

  27. Avataaar/Circle Created with python_avatars Caleb says:

    AMC gave an exec a bonus during the pandemic while thousands were laid off and furloughed…

  28. Avataaar/Circle Created with python_avatars Shadow Walker says:


  29. Avataaar/Circle Created with python_avatars GiDS Music says:

    thank you for this Trey i was genuinely confused about a few of these proposals and your insight helped a lot

  30. Avataaar/Circle Created with python_avatars Trey's Trades says:

    Proxy proposals are timestamped for anybody who wants it fellow apes!

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