Institutional Shareholder Services, a proxy firm, has recommended that investors hold votes for the four AMC Entertainment (NYSE) directors. Chairman and CEO Adam Aron will not be present at the meeting on June 16.

Institutional Shareholder Services stated that the committee’s response to last year’s lack of support for the “say-on-pay” proposal was poor. AMC did not disclose a plan to reverse the board’s reclassification or submit a proposal to declassify this board at its annual meeting. According to the advisory firm, this “represents a significant governance failure”.

AMC stock, which was a key symbol of the meme-stock trend last year, has dropped 51% in a year.

Given that the compensation committee members will not be on the ballot this year, it is necessary to withhold votes from incumbent nominees for director Adam Aron, Howard Koch Jr. and Kathleen Pawlus “for their poor response following last years low say-on pay vote results”.

The “incumbent governance committee nominee Anthony Saich” for not disclosing his intention to restore the declassification board is also justified.

The 2021 vote on pay received support from only 65.7 per cent of those who cast votes. ISS therefore evaluated the responsiveness of the compensation committee to shareholder concerns, as shown by the low vote result,” said the firm. Although shareholder engagement efforts were made public, they are vague and it was not clear whether the committee had received any feedback or made significant changes to the compensation program. The low voter turnout reflects poor response from the compensation committee to shareholders’ concerns. Therefore, both incumbent members of the compensation committee and the “say-on-pay” proposal are not worthy of support. However, this year’s annual meeting will not see any compensation committee members standing to be elected due to their classification. Accordingly, no support will be given to incumbent directors nominees Adam Aron (Hawk Koch Jr.), Howard Pawlus, Kathleen Pawlus, or Anthony Saich.

Institutional Shareholder Services further recommended that AMC shareholders vote “FOR” the ratification of” auditors Ernst & Young LLP but vote “AGAINST” an advisory vote to ratify named executive officers’ compensation.