Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)On June 11, 2020, AMC Networks Inc. (the “Company”) held its 2020 annual meeting of stockholders. In accordance with the Company’s Amended and Restated Certificate of Incorporation, the Class A stockholders have one vote per share and the Class B stockholders have ten votes per share. The proposals are described in detail in the Company’s proxy statement for the 2020 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on April 29, 2020 and supplemented on May 13, 2020.
(b)Stockholders voted on the matters set forth below. The final results for the votes regarding each proposal are set forth below.
1.The Company’s Class A stockholders elected the four directors listed below to the Board of Directors, each for a one-year term. The votes regarding this proposal were as follows:
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For
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Withheld
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Broker
Non-Votes
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Jonathan F. Miller
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29,067,922
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3,532,914
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4,173,072
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Leonard Tow
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28,924,063
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3,676,773
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4,173,072
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David E. Van Zandt
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29,548,321
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3,052,515
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4,173,072
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Carl E. Vogel
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21,267,771
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11,333,065
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4,173,072
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The Company’s Class B stockholders elected the ten directors listed below to the Board of Directors, each for a one-year term. The votes regarding this proposal were as follows:
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For
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Withheld
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William J. Bell
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114,844,080
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0
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Charles F. Dolan
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114,844,080
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0
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James L. Dolan
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114,844,080
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0
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Kristin A. Dolan
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114,844,080
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0
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Patrick F. Dolan
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114,844,080
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0
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Thomas C. Dolan
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114,844,080
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0
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Brian G. Sweeney
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114,844,080
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0
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Vincent Tese
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114,844,080
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0
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Marianne Dolan Weber
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114,844,080
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0
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Robert C. Wright
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114,844,080
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0
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2.The Company’s Class A stockholders and Class B stockholders, voting together as a single class, ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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151,175,067
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363,481
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79,440
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—
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3.The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved, on an advisory basis (non-binding), the compensation of the Company’s Named Executive Officers. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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133,627,763
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12,680,718
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1,136,435
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4,173,072
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4.The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the Company’s Amended and Restated 2016 Employee Stock Plan. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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136,477,952
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10,854,116
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112,848
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4,173,072
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5.The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the Company’s Amended and Restated 2011 Stock Plan for Non-Employee Directors. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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143,256,063
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4,108,233
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80,620
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4,173,072
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6.The Company’s Class A stockholders and Class B stockholders, voting together as a single class, did not approve a stockholder proposal recommending that the Company adopt a majority voting standard for director elections. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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23,695,672
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123,550,877
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198,367
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4,173,072
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