Definitive Proxy Statement

DEF 14A 1 d108130ddef14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement

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

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☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12


AMC Networks Inc.
(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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April 30, 2021

LOGO

Dear Stockholder:

You are cordially invited to attend the AMC Networks annual meeting of stockholders, which will be conducted via live audio webcast on Wednesday, June 16, 2021 at 10:00 a.m. Eastern Daylight Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visiting www.virtualshareholdermeeting.com/AMCX2021. We encourage you to allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. For further information, please refer to the General Information section of the website. Please note that due to ongoing health and safety concerns and recommendations related to the COVID-19 pandemic, there is no in-person annual meeting this year for you to attend.

For the past several years, AMC Networks has been transforming itself from primarily a domestic linear cable network business to a more diversified content centric company. During this transition, the Company has delivered solid financial results. While navigating what was a uniquely challenging and uncertain operating environment in 2020, we continued to transform our business while delivering strong performance. The following are a few of our 2020 business highlights:

• AMC Networks aired three of the top four dramas on ad-supported cable: The Walking Dead, Better Call Saul and Fear the Walking Dead.

• Our original series, including Better Call Saul, Killing Eve and Seven Worlds, One Planet, received Emmy^®, Golden Globe and Critics’ Choice Award recognition, underscoring the strength of our original content.

• The Company ended 2020 with more than six million streaming subscribers in aggregate across our AMC+, Acorn TV, Shudder, Sundance Now and ALLBLK streaming services, representing year-over-year aggregate subscriber growth of 157%.

• We launched our new AMC+ bundled streaming offering with Comcast Xfinity, DISH Network, Sling TV and AT&T’s DIRECTV, as well as on Amazon Prime Video Channels, Apple TV Channels and Roku.

• We renewed eight carriage arrangements with our network distribution partners in the United States and Canada, including three of the top five MVPDs.

• We continued to expand our advanced advertising efforts to take advantage of technologies that allow for greater audience targeting for our advertising partners.

• We appointed our first Chief Diversity, Equity and Inclusion Officer who reports to our CEO and is dedicated to helping the Company build a more diverse, equitable and inclusive culture in our workplace and in the stories we tell.

Throughout the year, we have worked to update our stockholders on a range of topics including the Company’s business strategy, Board, governance and executive compensation practices, as well as environmental and social matters with a focus on diversity. We are committed to maintaining an active dialogue with our stockholders and remain focused on creating stockholder value.

Thank you for your support and your continued investment in AMC Networks.

Sincerely yours,

LOGO

James L. Dolan

Chairman of the Board

AMC+ / AMC / BBC AMERICA / IFC / SUNDANCE TV / WE TV / ACORN TV

ALLBLK / SHUDDER / SUNDANCE NOW / IFC FILMS / AMC NETWORKS INTERNATIONAL

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of

AMC Networks Inc.

The Annual Meeting of Stockholders of AMC Networks Inc. (the “Company”) will be held on Wednesday, June 16, 2021, at 10:00 a.m. Eastern Daylight Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visiting www.virtualshareholdermeeting.com/AMCX2021 (there is no physical location for the annual meeting). For further information on how to participate in the meeting, please see General Information, “How do I attend, vote at and ask questions during the annual meeting?” You will need to have your 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the annual meeting. The annual meeting will be held to consider and vote upon the following proposals:

Election of Directors.

Ratification of appointment of independent registered public accounting firm.

An advisory vote on Named Executive Officer compensation.

Vote on a stockholder proposal regarding voting standards for director elections, if properly presented at the annual meeting.

Vote on a stockholder proposal regarding a policy on our dual class structure, if properly presented at the annual meeting.

Conduct such other business properly brought before the meeting.

Only stockholders of record on April 19, 2021 may vote at the meeting.

The Company is pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the impact of the Company’s annual meeting on the environment.

Your vote is important. We urge you to vote as soon as possible by telephone, over the Internet or by mailing a proxy card. If you choose to vote by mail, please sign and return the proxy card in the envelope provided.

By order of the Board of Directors,

Anne G. Kelly

Senior Vice President and Secretary

New York, New York

April 30, 2021

AMC Networks Inc., 11 Penn Plaza, New York, NY 10001

PROXY STATEMENT SUMMARY

We present here a summary of important information in this proxy statement. Please review the complete proxy statement before you vote.

2020 Business Highlights

The Company continued to deliver solid financial results in 2020 and remains well positioned to capitalize on future opportunities. Here are some key highlights:

•

Net revenues were $2.8 billion

•

Operating income was $443 million

•

Adjusted operating income (AOI)⁽¹⁾ was $767 million

•

Cash provided by operating activities was $749 million

•

Free cash flow⁽²⁾ was $686 million

In 2020, we further strengthened our balance sheet, which allowed us to continue to pursue our various strategic priorities such as investing in the creation of strong desirable content, growing our targeted streaming services, increasing our data analytics capabilities and maximizing the value of our core networks and brands. The following are a few of our 2020 business highlights:

•

AMC Networks aired three of the top four dramas on ad-supported cable: The Walking Dead, Better Call Saul and Fear the Walking Dead.

•

Our original series, including Better Call Saul, Killing Eve and Seven Worlds, One Planet, received Emmy^®, Golden Globe and Critics’ Choice Award recognition, underscoring the strength of our original content.

•

The Company ended 2020 with more than six million aggregate AMC Networks Streaming Services subscribers across the Company’s AMC+, Acorn TV, Shudder, Sundance Now and ALLBLK streaming services, representing year-over-year aggregate subscriber growth of 157%.

•

We launched our new AMC+ bundled streaming offering with Comcast Xfinity, DISH Network, Sling TV and AT&T’s DIRECTV, as well as on Amazon Prime Video Channels, Apple TV Channels and Roku.

•

We renewed eight major carriage arrangements with our network distribution partners in the United States and Canada, including three of the top five MVPDs.

•

We continued to expand our advanced advertising efforts to take advantage of technologies that allow for greater audience targeting for our advertising partners.

•

We appointed our first Chief Diversity, Equity and Inclusion Officer who reports to our CEO and is dedicated to helping the Company build a more diverse, equitable and inclusive culture in our workplace and in the stories we tell.

⁽¹⁾	Adjusted operating income is a non-GAAP measure. See Annex A for the calculations of these measures and for reconciliations to the nearest GAAP measure.

⁽²⁾	Free cash flow is a non-GAAP measure. See Annex A for the calculations of these measures and for reconciliations to the nearest GAAP measure.

Director Nominees

The Board has nominated twelve director candidates: three Class A nominees and nine Class B nominees. Each director is nominated for a term to expire at the 2022 annual meeting of the Company’s stockholders. Our directors have significant management, leadership and industry experience. Our Class A nominees, elected by our Class A stockholders, also bring extensive knowledge of the media industry while our Class B nominees, elected by our Class B stockholders, provide valuable institutional knowledge of the Company. The Board is comprised of 33% independent directors. See Proposal 1 — Election of Directors, “Directors Elected By Class A Common Stockholders” and “Directors Elected By Class B Common Stockholders” of the Proxy Statement for detailed information about each director’s background, skills and qualifications.



Name	Director Since	Principal Occupation	Committees

Directors Elected By Class A Common Stockholders

Leonard Tow	2011	• Chief Executive Officer, New Century Holdings LLC	Compensation (Chair); Audit

David E. Van Zandt	2015	• Global General Counsel and Adviser, Artal Group S.A. and The Invus Group, LLC	Audit

Carl E. Vogel	2013	• Private Investor • Industry Advisor, KKR & Co Inc.	Audit (Chair)
Directors Elected By Class B Common Stockholders
William J. Bell	2011	• Former Vice Chairman and Chief Financial Officer, Cablevision Systems Corporation	—
Aidan J. Dolan	Director Nominee	• Manager and Performer, Upright Man	—
Charles F. Dolan Chairman Emeritus and Former Executive Chairman	2011	• Chairman Emeritus, AMC Networks Inc. • Former Executive Chairman, AMC Networks Inc. • Former Chairman, Cablevision Systems Corporation	—
James L. Dolan	2011	• Executive Chairman, MSG Networks Inc. • Executive Chairman and Chief Executive Officer, Madison Square Garden Entertainment Corp. • Executive Chairman, Madison Square Garden Sports Corp.	—
Kristin A. Dolan	2011	• Chief Executive Officer, 605, LLC	—
Patrick F. Dolan	2011	• Former Senior Network Advisor, News 12 Networks	—
Thomas C. Dolan	2011	• Former Executive Vice President-Strategy and Development, Office of the Chairman, Cablevision Systems Corporation	—
Brian G. Sweeney	2011	• Former President and Chief Financial Officer, Cablevision Systems Corporation	—
Vincent Tese	2016	• Chairman of ICE Clear Credit LLC • Former Chief Executive Officer of the New York State Urban Development Corporation • Former Executive Chairman of FCB Financial Holdings Inc., and its subsidiary Florida Community Bank	Compensation

Executive Compensation Highlights

We, as a company, place a great importance on our ability to attract, retain, motivate and reward experienced executive officers. The Company strives to do so by developing executive compensation policies and programs that are consistent with, explicitly linked to, and supportive of, the strategic objectives of growing the Company’s businesses and maximizing stockholder value. In particular, we believe that the majority of compensation should be at risk and contingent on Company performance.

The primary elements of 2020 executive compensation were base salary, an annual cash incentive award and long-term incentive awards in the form of RSUs, which vest ratably over three years, and cash performance awards that cliff vest based on the achievement of specified performance metrics. In 2020, in-line with our commitment to aligning pay with Company performance, 90% of the CEO’s and 70% of our other NEOs’ total target compensation was “at-risk.” In this way, a significant portion of the value of compensation ultimately realized by the executive depended upon either the Company’s performance against key performance measures that align with our business strategy, or the direct performance of our stock and thus, the experience of our stockholders.

2020 NEO Total Direct Compensation Program Structure



Component		Pay for Performance Rationale	Performance Period

Base Salary		• Based on level and merit	N/A

Annual Cash Incentives		• Combination of weighted average of all business units’ operating performance (including revenue, AOI and free cash flow) and an assessment of each business unit’s achievement of certain strategic objectives	One year

Long-Term Incentive Awards	Cash Performance Awards (CPAs) • 60%: CEO/Chairman • 50%: Other NEOs	• AOI • Net revenue • Free cash flow • Modifier based on Company’s share of subscribers and audience relative to a comparator group	Three one-year performance periods averaged and subject to modifier tied to three-year performance

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SEC Form DEF 14A filed by AMC Networks Inc.