Item 5.02 |
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Departure of Chief Financial Officer
On September 10, 2020, Sean Sullivan notified AMC Networks
Inc. (the “Registrant”) of his intent to resign from his position
as the Executive Vice President and Chief Financial Officer of the
Registrant. Mr. Sullivan’s decision to resign was not related
to any disagreement with the Registrant on any matter relating to
the Registrant’s operations, policies or practices.
Mr. Sullivan has agreed to continue in his current position
through mid-October to
provide for a transition of his responsibilities. The Registrant
expects to appoint an interim or a successor Chief Financial
Officer prior to Mr. Sullivan’s departure.
Charles F. Dolan Stepping Down as Executive Chairman, Will
Become Chairman Emeritus; James L. Dolan Appointed Non-Executive Chairman of the Board of
Directors
On September 15, 2020, the Registrant entered into an
amendment (the “Amendment”) to the Employment Agreement by and
between the Registrant and Charles F. Dolan, dated as of June 2011
(the “Employment Agreement”). Pursuant to the Amendment, effective
as of the date of the Amendment, Mr. Dolan’s stepped down as
Executive Chairman of the Board of Directors of the Registrant to
become Chairman Emeritus of the Board of Directors. Mr. Dolan
will continue as an employee of the Registrant. Beginning in 2021,
Mr. Dolan will not be eligible for any annual bonus or for
awards under the long-term cash or equity programs or arrangements
of the Registrant. The Employment Agreement will remain in full
force and effect except to the extent modified by the
Amendment.
Effective September 15, 2020, the Registrant’s Board of
Directors appointed James L. Dolan, a director of the Registrant,
to serve as Non-Executive
Chairman of the Board of Directors of the Registrant.
The foregoing description of the material terms of the Amendment is
not complete and is qualified in its entirety by reference to the
full text of the Amendment, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Charles F. Dolan Stepping Down as Executive Chairman, Will
Become Chairman Emeritus; James L. Dolan Appointed Non-Executive Chairman of the Board of
Directors
The information set forth under Item 5.02 of this Form 8-K is incorporated into this Item 8.01
by reference.
Tender Offer
On September 15, 2020, the Registrant issued a press release
announcing that it expects to commence on September 16, 2020 a
tender offer to purchase up to $250 million in value of shares
of its Class A common stock, par value $0.01 per share (the
“Class A Shares”), at a price not greater than $26.50 nor less
than $22.50 per Class A Share, to the sellers in cash, less
any applicable withholding taxes and without interest. A copy of
the press release is attached hereto as Exhibit 99.1 to this
Current Report and is incorporated herein by reference.
Tender Offer Statement
The tender offer described in Exhibit 99.1 (the “Offer”) has not
yet commenced. The press release included as Exhibit 99.1 is for
informational purposes only. The press release is not a
recommendation to buy or sell the Class A Shares or any other
securities, and it is neither an offer to purchase nor a
solicitation of an offer to sell the Class A Shares or any
other securities. On the commencement date of the Offer, the
Registrant will file a tender offer statement on Schedule TO,
including an offer to purchase, letter of transmittal and related
materials, with the United States Securities and Exchange
Commission (the “SEC”). The Offer will only be made pursuant to the
offer to purchase, letter of transmittal and related materials
filed as a part of the Schedule TO. Stockholders should read
carefully the offer to purchase, letter of transmittal and related
materials because they contain important information, including the
various terms of, and conditions to, the Offer. Once the Offer is
commenced, stockholders will be able to obtain a free copy of the
tender offer statement on Schedule TO, the offer to purchase,
letter of transmittal and other documents that the Registrant will
be filing with the SEC at the SEC’s website at www.sec.gov or from
the Registrant’s website at http://www.amcnetworks.com or from the
information agent for the tender offer.