UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐
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☐ Preliminary Proxy Statement
☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☑ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
| AMC Networks Inc. | ||||
| (Name of registrant as specified in its charter) | ||||
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| (Name of person(s) filing proxy statement, if other than the registrant) | ||||
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No fee required. | |||
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Fee paid previously with preliminary materials. | |||
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on June 11, 2020.
| — Before You Vote — How to Access the Proxy Materials | ||||||
| Proxy Materials Available to VIEW or RECEIVE: | ||||||
| NOTICE PROXY STATEMENT ANNUAL REPORT ON FORM 10-K | ||||||
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How to View Online: | ||||||
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(located on the following page) and visit: www.proxyvote.com. | ||||||
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How to Request and Receive a PAPER or E-MAIL Copy: | ||||||
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||||||
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| — How To Vote — Please Choose One of the Following Voting Methods | ||||||
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Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
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During The Meeting: Go to
www.virtualshareholdermeeting.com/AMCX2020. Have the information that is printed in the box marked by the arrow
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card that will provide instructions to vote these shares by proxy via telephone.
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| Voting Items |
| Proposals to be voted on by the Class A Stockholders at the meeting are listed below along with the Directors’ recommendations. |
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The Board of Directors recommends you vote FOR the following Director nominees: |
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1. |
Election of the following nominees as Directors: |
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01) Jonathan F. Miller |
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| 02) Leonard Tow |
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| 03) David E. Van Zandt |
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| 04) Carl E. Vogel |
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The Board of Directors recommends you vote FOR Proposals 2, 3, 4 and 5: | ||||||||
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2. |
Ratification of the appointment of KPMG LLP as independent registered public accounting firm of the Company for fiscal year 2020 | |||||||
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3. |
Advisory vote on Named Executive Officer compensation | |||||||
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4. |
Approval of the Company’s Amended and Restated 2016 Employee Stock Plan | |||||||
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5. |
Approval of the Company’s Amended and Restated 2011 Stock Plan for Non-Employee Directors | |||||||
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The Board of Directors recommends you vote AGAINST Proposal 6: |
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6. |
Vote on stockholder proposal regarding voting standards for director elections | |||||||
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| Voting Items |
Proposals to be voted on by the Class B Stockholders at the meeting are listed below
along with the Directors’ recommendations.
The Board of Directors recommends you vote FOR the following Director nominees:
1. Election of the following nominees as Directors:
| 01) | William J. Bell | 06) | Thomas C. Dolan | |||
| 02) | Charles F. Dolan | 07) | Brian G. Sweeney | |||
| 03) | James L. Dolan | 08) | Vincent Tese | |||
| 04) | Kristin A. Dolan | 09) | Marianne Dolan Weber | |||
| 05) | Patrick F. Dolan | 10) | Robert C. Wright |
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The Board of Directors recommends you vote FOR Proposals 2, 3, 4 and 5:
2. Ratification of the appointment of KPMG LLP as independent registered public accounting firm of the Company for fiscal year 2020
3. Advisory vote on Named Executive Officer compensation
4. Approval of the Company’s Amended and Restated 2016 Employee Stock Plan
5. Approval of the Company’s Amended and Restated 2011 Stock Plan for Non-Employee Directors
The Board of Directors recommends you vote AGAINST Proposal 6:
6. Vote on stockholder proposal regarding voting standards for director elections
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