AMC's Adam Aron Is Scared of Being Sued! (Proposal #5)
The Matt Kohrs Show
AMC Stockholder Proposals: https://d18rn0p25nwr6d.cloudfront.net/CIK-0001411579/d1edccf8-14ad-424b-a49e-57bb37b51a89.pdf
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To kick this off, if you want to know what's going on with AMC and the upcoming stockholders vote which will be on November 8th. I've covered this a little bit personally just to kind of be informed. but I Want to preface all this: I'm not a lawyer I don't speak legally so I'm going to be relying on some of you to maybe clear up some of the confusion. but there are eight proposals.

Count them up. One, two, three, four five six seven, eight different proposals that if you are a shareholder of AMC you should be voting on before November 8th because some of them are concerning to say the least. Dear Stockholders, we cordially invite you to attend the Annual Meeting of Stockholders of AMC Entertainment, the company which will be held on November 8th, 2023 at 1 Pm Central Time at the AMC Theater Support Center located on one AMC way. Um, that's in Kansas for the following purposes: So we're going to go through these proposals.

some of them we're just going to skip over because they're evident and it doesn't matter and then other ones I Think we should dive into because I think they actually get I don't know concerning to say the least to set this up I Want you to know that they are giving us these eight proposals and in their estimation, we should be voting yes on every single one. Now as you're about to see: I Don't think it's necessarily in our best interest to actually vote on every single one now. obviously. do your own research.

do your own. DD It's your Equity it's your shares. It's your money. You gotta do what's best for you.

But I'm just gonna share some thoughts and opinions of basically how I think Adam Aaron And really the aims C board are attempting to pull a fast one. So basically it's going down November 8th You should vote beforehand I Don't think many of us are going in person I'm not going in person, but you should know that they recommend. Obviously, that everyone votes yes on everything. Um, and I don't necessarily agree with that.

So Proposal One: approval of an amendment to the certificate of Incorporation to declassify the board and make certain other immaterial changes. So when you have a classified board Declassified that just has to do with the board, are they all voted in together and out? or is it more so staggered when they're all going together, That kind of puts them all in the same ship. and really you could argue it's forcing them to all try to perform at their highest level. a classified board Declassified board.

Give it a quick search, but basically it just has to do with do they have staggered stops and starts? or are they is the whole board going in or out of it together? So that's essentially on proposal one. I Don't think there's anything who Two Nuts here, but I just want you to be aware of what is or isn't going on in proposal one I Don't think that's the one that's really getting people angry or not angry or supporting I Don't see much discussion about it. Proposal Two: Election Of Directors now. so there's 2A 2B and this has to do.
and like it's going down for the election of directors and that obviously it starts with Adam Aaron and it's going through all these talking about how great they are I don't think they're that great and my reasoning for why they're not that great is look at what's happening with AMC If it was really that great, what was going on and then okay, maybe your argument is oh well. it's only down because of manipulation because of crazy things that happen in the market. I'm of the opinion that the truth is somewhere in the middle. I'm not going to sit here and tell you that manipulation doesn't exist because I do believe that stock market manipulation happens on a day over day basis.

but I also think part of it is because of poor decisions from the leadership team of AMC I Think it's very reasonable to say that the truth is somewhere in the middle, bad leadership, and also potentially some crazy things happening in the market. So maybe you don't necessarily want to have that discussion. so let's not even look at the stock before the Apes got involved right here at the start of 2021. Let's look before that, even before 21.

even before we knew anything about AMC and the squeeze and this that and the other thing, it wasn't looking good. This is before the Apes were involved. This is just purely AMC trading in the market before the Ronin period hit before Apes were involved. This is how the company performed and if you ask me before any of us were involved except the current board was involved, it already was not looking good.

So to me this is a piece of evidence that suggests these board members are not quality board members. I Don't think that they are solid directors I Just in in if you ask me, it just doesn't look that good. So that's up to you. Maybe you want to dive into their profiles of like do you like this person but not that person Once again, this is all up to you.

and I don't think we need to get into the nitty-gritty of covering every single person but I want it to be well known that I am personally not happy with the decisions that the AMC board and leadership team have made and right now the way I view it is, the company was already not doing well. the Rona period hit and that caused it to really not do well because there was no Revenue coming in. Then a group of Internet retail Traders and investors save the company. We saved it.

They didn't save it. If anyone on God's green earth tells you that the leadership team saved AMC Understand that they are woefully uninformed. Retail, Safety you. Watching this saved it.

I Saved it. The people who invested in the company when it was literally on its death pen are the people who saved it. It was no decision whatsoever from the leadership team. I Want to make that explicitly clear? Proposals three, four, and Five Explanatory: Nope.
And this is kind of interesting because proposals three, Four and five are where I have particular concern. So I want to dive a bit more into them. Proposal Three: Approval Of an amendment to the Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent, we are submitting for a stockholder approval, an amendment to the Certificate of Incorporation. So basically all the rules that the company was originally created on, they're trying to basically change its foundational Doctrine To remove the prohibition against stockholders taking action by written consent without holding a meeting.

Our board has unanimously approved and recommends that all stockholders approve the proposed amendment to section A of Article 6 of the Certificate of Incorporation To remove this prohibition by deleting section A of Article 6 in its entirety. The discussion regarding the proposal is qualified in its entirety by reference to the complete text of Section A blah blah blah blah blah. If you approve Proposal 3, the above section will be deleted. so they're trying to get rid of this and I Guess what? It's basically this approval Amendment to the Certificate to eliminate the prohibition against stockholders acting by written consent.

So I mean to me I I Don't think this one really jumps out at people, but okay, if we're going by written consent I See some discussion talking about? Well, hang on. This maybe makes the Takeover a little bit easy, maybe a little bit more difficult I see conversation going back and forth. Obviously, you can dive into it. Um, but it's just I mean to me, it's pretty straightforward of like okay, can you act by written consent? Do you agree with that? Do you not agree with that? That's like exclusively up to you and your opinion on the situation.

Proposal Four: Approval of an Amendment to the Certificate of Incorporation to remove the limitation on stockholders ability to call special meetings. We are submitting for stockholder approval in Amendment of the certificate of Incorporation to remove the prohibition again. So we're basically just dealing with double negatives here. Stockholders calling a special meeting of stockholders.

Our board has unanimously approved and recommends that all stockholders approve and propose the amendment. So they're just saying to do it. So similar to three and number four, there was something that we couldn't do and they're saying okay, like let's get rid of it and this is why if you look on Twitter Reddit The interwebs people are talking about. Well, okay, this might be used where we have to have a specialty meeting.

Where we have to do written consent because this might relate to a takeover. Does it definitively? Does it not? definitively. I'm not the person. Answer: I Just want to talk a little bit about it because you're going to see proposals three and four people talking about potential takeovers, so just wanted to share it.
Uh, once again. I Don't think that's like really the one that's um, as Rick Centelli would say, the fly in the ointment, the one that people have a lot of issues with are right here. So this is the important part to listen to: Proposal Number Five: Approval of an amendment to the Certificate of Incorporation to expand the exculpation provision to limit liability of certain officers. Now, if you're not a lawyer, there's a good chance you haven't heard this word.

but it basically just means guilt. So right here. Uh, the act of freeing from guilt or blame. So to expand the freeing of guilt or blame provision to limit liability of certain officers, another way to say that is a get out of jail free card.

Really, really interesting. After creating a merging it back in doing all this dilution, Really, really, really interesting to me that they want to sneak this in. Why do they think they need to limit their liability I Think whether you agree with it or not, if you don't think that this is suspicious that they're going out of their way to lessen their legal burden for their own decisions and actions that impacted all this, that's evidently suspicious. So we are submitting for stockholder approval and Amendment to the certificate of Incorporation to expand the exculpation provision to ex exculpate free from blamer guilt certain of the company's officers from liability in specific circumstances.

As permitted by Delaware law, our board has unanimously approved it blah blah blah blah blah. So here's what they want: The personal liability of the directors and officers for monetary damages for breach of fiduciary duty as a director and or officer of the corporation is hereby eliminated to the fullest extent permitted by the Dgcl. Any repeal or modification of the Article 9 shell not adversely affect any right or protection of a director or officer of the corporation existing here under with respect to any act or admission occurring prior to such repeal or modification. So it already existed for directors and now they're trying to expand that to officers.

And if they ask me if you're asking for a get out of jail free card if you're saying no, no, no, you need to absolve me of guilt and my liability in said guilt that already me. You don't ask for that unless you already know you did something wrong. So to me, this clearly jumps out as being absurdly absurdly suspicious. And I can tell you there's no way I'm gonna vote for this now.

Obviously, as I've already been stating, do what you think is appropriate, do whatever like hey, I'm not telling you how to vote I'm just going through the proposals with you and letting you know that this one proposal number five is the one jumping out to me of why in the world are they asking for this Unless they already knew they did something, they should not have done so for me I'm not gonna allow it. So whatever shares I currently represent, I'm going to be clearly casting a no vote on this because as I said, it's suspicious for you to already ask for get out of jail free card. You only do that in my book if you already know you did something that you shouldn't have done all right. Proposal 6: Ratification of the appointment of independent registered public accounting firm.
All right. So this was Ernest Young I Think that's just an easy yes vote. Whatever they've already been doing it, let's go to number seven uh, non-biting advisory vote to approve the compensation of named executive officers. So this is not much out of the vibe of what I've already been talking about, but a company that was performing this poorly before the Apes got involved.

I Mean, let's just look at a recent high before the Apes got involved. it was down 94 The Apes got involved attempted to save it, did save it. I very much believe every ounce of my being that this company would have gone bankrupt without us. and I think you would have a mathematically difficult time to really go against that.

But anyway, Dave's got involved, attempted to save it and guess what drops a 98 from the point of Vapes getting involved. So when I look at especially with Adam Aaron whose pay package is guaranteed cash and then his equity and this and that he's getting over 20 million and he gets up on his page of soul and he says everyone you know what just because on I Understand people are happy, are not happy I'm gonna do the right thing and not increase my pay bro you're already getting 20 million dollars and you think you're what? being a good moral person by saying you know what, You don't have to increase my pay. Are you kidding me? We'll just freeze it right here. How about you don't get any of your bonuses until we have multiple quarters that are positive.

How about that? How about that's the rule? Whatever. Like I just the fact that this guy is okay taking his paychecks when the company was already going to. Then the Apes get involved and it showed some life. Then it goes to anyway because all they do is dilute and dilute and dilute.

and they get everyone happy by saying the shorts will choke on that win pounds He's playing into it, getting people to continually buy, making horrible investments in shitty movie theaters, paying actresses and celebrities way too much money for commercials, investing in basically a defunct mine like this is all. it's so ridiculous. and the dude thinks he deserves 20 plus million dollars. That's insane.

That's re imagine. getting that much money to not be good at your job absolutely blows my mind. Now unfortunately in this one, we're not able to vote them out well. I guess you could with the other director vote.

So once again, that's up to you vote whatever you think is appropriate, but this whole pay thing they I don't think they deserve this money at all. And then the final one is just the adjournment of the annual meeting. So obviously you need that to be concluded. So those are the proposals right now.
Once again, the meeting is on November 8th so you're gonna have to vote before that I Believe the deadline is November 7th. You might want to fact check me on this and fact check me on everything. I Will post this in the description of the video. You vote how you think is appropriate.

The one that really jumps out is first of all: I Don't like the leadership team, so putting them on the board of directors I Think that's suspect. Number five is evidently the most suspect when they're trying to absolve themselves of legal liability. That's ridiculous. They should.

Why would you ask for that? unless you did something like that One absolutely blows my mind. And then when I see people trying to stand up for it? Well, if there's someone who's a paid shill, it should be that person. and there might be paid off by someone else. I mean obviously I don't know, but like, talk about seeming like a paid show.

Absolutely ridiculous. Three, four six. Nothing too special to them. Uh, seven is the compensation one I've already made my thoughts very clear that I think they're already woefully like I I think they're ridiculously overpaid for their actual performance.

It should truly be based on performance. Not just hey, we're gonna give you millions and millions and millions of dollars. But anyway, that is the new proposals for the AMC Um, stockholder vote November 8th 2023 I Believe you have up until the 7th to actually vote. Uh, but beyond that, these are obviously my thoughts and my opinions.

I implore you to do your own research and DD into this situation.

19 thoughts on “Amc’s adam aron is scared of being sued! proposal #5”
  1. Avataaar/Circle Created with python_avatars Brad Hall says:

    Thank you. You did a great job on this video.

  2. Avataaar/Circle Created with python_avatars iHomePro Services says:

    Wish we still had apes. Man we could be making so much money together. It was amazing watching the stocks go up at game and amc. People stared deluding it with stupid picks like some cheap ass cryto that’s trash. And then false information etc. it was crazy all the Mis information and negative news.

  3. Avataaar/Circle Created with python_avatars MrRichierich says:

    PUTS ON AMC!!!! Fk Adam & his bullshit!!! Homie done fkd up lol!!! Just like we saved his stupid ass we can bury his stupid ass lol!!! If your smooth brained ape then RUN…RUN AS FAST AS POSSIBLE!!!!

  4. Avataaar/Circle Created with python_avatars AgeNReverse says:

    We must get him in court…discovery! Get everything out in the open! Ape holders still can…he didn’t get total immunity.

  5. Avataaar/Circle Created with python_avatars GEORGE Francis says:

    Great ceo,who brought share price from 72 dollars to 70 cents.rewarded by 20 millions yearly.What a world we live.!!

  6. Avataaar/Circle Created with python_avatars Sparky Buchta says:

    some youtubers should worried about being sued… not just the content producers…they dont have to be right or even accurate.. but the youtubers that also collect fees for patreon// special session.. trading ideas… that starts looking like "financial advice for payment" even though they say not financial advice- need a license for that

  7. Avataaar/Circle Created with python_avatars Meteoric says:

    Say No to everything if you want to see a squeeze happen.

  8. Avataaar/Circle Created with python_avatars Mr Fresno - Real Estate says:

    Sue his fing @$$

  9. Avataaar/Circle Created with python_avatars OoO says:

    Just a FYI. This is exactly how everyone said this was going to go when you all aped out lol.

  10. Avataaar/Circle Created with python_avatars smiskolzi says:

    Didn’t we learn voting does nothing haha

  11. Avataaar/Circle Created with python_avatars Paul says:

    Shareholders should consider a lawsuit. Adam Aron's tweets were very misleading. It made it sound like the Ape shares were going to be a windfall for its shareholders, when in actuality, he most likely knew that he was going to dilute it drastically.

  12. Avataaar/Circle Created with python_avatars Dank Frank says:

    I’m voting NO on everything AA approved

  13. Avataaar/Circle Created with python_avatars jorge says:

    I agree these board members have to go mfs

  14. Avataaar/Circle Created with python_avatars Steve Espino says:

    F it no on everything

  15. Avataaar/Circle Created with python_avatars Elwood57 says:

    Amc is just letting retail know their getting theirs back from the squeeze in first place

  16. Avataaar/Circle Created with python_avatars Caviarhound says:

    Since Im not retarded, this video provided nothing of use. 😊

  17. Avataaar/Circle Created with python_avatars Gregory Pereira says:

    You know i have to laugh at you crying about aa making 20m but you yourself used this very community to make yourself rich with over 600k in superchats and then you even pushed broker links that sent orders to darkpools during the highs of amc.

  18. Avataaar/Circle Created with python_avatars rebjorn79 says:

    Adam Aaron downvoted this video 3 times with his alt accounts (yes you can see downvotes with an addon still)

  19. Avataaar/Circle Created with python_avatars Cor Sto says:

    I just need to say this…
    Good Morning, Good Day, Good Vibes

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