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Section 1: 8-K (8-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 7, 2019

 

AMC ENTERTAINMENT HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33892

 

26-0303916

(State or Other Jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer Identification

Incorporation)

 

 

 

Number)

 

One AMC Way

11500 Ash Street, Leawood, KS 66211

(Address of Principal Executive Offices, including Zip Code)

(913) 213-2000

(Registrant’s Telephone Number, including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock

AMC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 11, 2019, the Company announced the retirement of its Chief Financial Officer, Mr. Craig Ramsey, effective February 28, 2020, and the appointment of Mr. Sean Goodman as the Company’s Executive Vice President - Finance. Mr. Goodman will serve as the Company’s Executive Vice President - Finance beginning December 2, 2019 and will transition to the position of the Company’s Chief Financial Officer on the effective date of Mr. Ramsey’s retirement. Mr. Ramsey will continue to serve as the Company’s Chief Financial Officer until the effective date of his retirement.

Mr. Goodman, age 54, has served since July 2017 as the Senior Vice President and Chief Financial Officer of Asbury Automotive Group, Inc. (“ABG”), a publicly-traded company (NYSE: ABG) and one of the largest automotive retailers in the United States. Prior to joining ABG, Mr. Goodman served as the Vice President, Chief Financial Officer and Chief Accounting Officer from January of 2016 to June of 2017 of Unifi, Inc., a publicly-traded company (NYSE: UFI) focused on the manufacture and sale of recycled and synthetic products. Mr. Goodman also served as Senior Vice President & Chief Financial Officer of the Americas region of Landis+Gyr, Inc. (SWISS: LAND), a subsidiary of Toshiba Corporation, from April of 2011 to January of 2016. Prior to that, Mr. Goodman served in various roles from February of 2006 to April of 2011 at The Home Depot, Inc. (NYSE: HD) (“Home Depot”). Mr. Goodman’s various roles included Director of Strategic Business Development and Director of Finance where he was responsible for financial leadership and Financial Planning and Analysis for Home Depot. Mr. Goodman began his career holding various positions in capital markets, accounting, treasury, finance and strategy with Morgan Stanley, Inc. (NYSE: MS) and Deloitte & Touche LLP. Mr. Goodman is a certified public accountant and has a Bachelor of Business Science from the University of Cape Town in South Africa and an M.B.A. from Harvard Business School.

The terms of Mr. Goodman’s employment, including the details of his cash and equity compensation, will be approved by the Company’s Board of Directors and the Compensation Committee of the Board at their quarterly meetings as part of an employment agreement to be entered into with Mr. Goodman.  The Company will amend this Form 8-K with the details of the employment agreement at that time.

Mr. Goodman has no family relationship with any director or other executive officer of the Company. There are no transactions in which Mr. Goodman has a direct or indirect material interest that would require disclosure under Rule 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Chief Financial Officer press release dated October 11, 2019

104

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has du1y caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

AMC ENTERTAINMENT HOLDINGS, INC.

 

 

 

 

Date: October 11, 2019

By:

/s/ Craig R. Ramsey

 

Craig R. Ramsey

 

Executive Vice President and

Chief Financial Officer

 

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Section 2: EX-99.1 (EX-99.1)

amch_ex99_1

 

 

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MEDIA CONTACT

Ryan Noonan, (913) 213-2183

[email protected]

FOR IMMEDIATE RELEASE

AMC ENTERTAINMENT SELECTS SEAN GOODMAN AS ITS NEW CFO, SUCCEEDING AMC CFO CRAIG RAMSEY WHO WILL RETIRE IN FEBRUARY 2020 UPON ACHIEVING 25 YEARS OF SERVICE

 

Leawood, Kan.  (October 11, 2019)  – AMC Entertainment (NYSE:AMC, "AMC" or the "Company") today announced the hiring of Sean Goodman, currently CFO of Fortune 500 company Asbury Automotive Group (NYSE: ABG), who will commence working with AMC as Executive Vice President - Finance on December 2, 2019. Current AMC CFO Craig Ramsey will retire on February 28, 2020, in a long-envisioned move.

 

During the overlap, the two executives will work closely together, and Goodman will assume the Chief Financial Officer title upon Ramsey's retirement. The Company expects an orderly, easy and seamless transition.

 

After an extensive and comprehensive national search, AMC has tapped Goodman, 54, to be Ramsey’s successor. Goodman has more than 30 years of finance experience including leading Financial Planning and Analysis as well as Business Development at Home Depot in Atlanta, was an investment banker at Morgan Stanley in London and worked for Deloitte & Touche in South Africa and New York. He has U.S. public company CFO experience at Asbury Automotive Group. In addition to his almost 20 years working in the United States, Goodman has extensive international work experience in Europe, Asia and Africa.

 

Goodman has undergraduate and graduate degrees in business and accounting from the University of Cape Town in South Africa, an MBA from the Harvard Business School and is a CPA.

 

In early February, Craig Ramsey will achieve a milestone 25th anniversary in leadership roles at AMC, including having become its CFO in the year 2000. His eventual retirement has long been in the executive succession planning process for AMC.

 

Adam Aron, AMC CEO and President said, "I cannot thank Craig Ramsey enough for his longstanding service to AMC, and the many vital contributions he has made as one of our most key executives. Our company has greatly benefited from his distinguished career, which has been marked by integrity, ability and common sense. At the same time, I am absolutely thrilled that we have been able to attract to AMC Sean Goodman who surely will help us to propel AMC forward in the years ahead. As we recruited him to join AMC, the sharpness of his mind, his strategic clarity, his extensive international experience and authentic leadership style were all quite evident. It is a terrific outcome that we have added such a superb top tier talent to AMC's executive team."

 

About AMC Entertainment Holdings, Inc.

AMC is the largest movie exhibition company in the United States, the largest in Europe and the largest throughout the world with approximately 1,000 theatres and 11,000 screens across the globe. AMC has propelled innovation in the exhibition industry by: deploying its Signature power-recliner seats; delivering enhanced food and beverage choices; generating greater guest engagement through its loyalty and subscription programs, web site and mobile

apps; offering premium large format experiences and playing a wide variety of content including the latest Hollywood releases and independent programming. AMC operates among the most productive theatres in the United States' top markets, having the #1 or #2 market share positions in 21 of the 25 largest metropolitan areas of the United States. AMC is also #1 or #2 in market share in 12 of the 15 countries it serves in North America, Europe and the Middle East. For more information, visit www.amctheatres.com.

 

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