LIONS GATE ENTERTAINMENT CORP.

2023

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF

SHAREHOLDERS AND PROXY STATEMENT

LIONS GATE ENTERTAINMENT CORP.

250 Howe Street, 20th Floor

Vancouver, British Columbia V6C 3R8

2700 Colorado Avenue

Santa Monica, California 90404

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To Be Held November 28, 2023

To Our Shareholders:

You are invited to attend the annual general and special meeting of shareholders (the "Annual Meeting") of Lions Gate Entertainment Corp. ("Lionsgate" or the "Company"), which will be held on November 28, 2023, beginning at 1:00 p.m., Pacific Time, at Lionsgate's head office in Canada at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C

3R8. At the Annual Meeting, shareholders will act on the following matters:

  1. Elect 13 directors, each for a term of one year or until their respective successors are duly elected and qualified;
  2. Re-appointErnst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2024 and authorize the Audit & Risk Committee of the Board of Directors (the "Board") of the Company to fix their remuneration;
  3. Conduct an advisory vote to approve executive compensation;
  4. Conduct an advisory vote on the frequency of future advisory votes on executive compensation;
  5. Approve the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan;
  6. Conduct a vote on a shareholder proposal; and
  7. Transact such further and other business as may properly come before the meeting and any continuations, adjournments or postponements thereof.

We are using the Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing our shareholders a "Notice of Internet Availability of Proxy Materials" (the "Notice") instead of a printed copy of the notice of the Annual Meeting, proxy statement, and proxy card or voting instruction form and our Annual Report for the fiscal year ended March 31, 2023, as amended (including the audited consolidated financial statements of the Company as of and for the fiscal year ended March 31, 2023, together with the auditor's report therein) (the "Meeting Materials"). Each shareholder (other than those who previously requested electronic delivery of all materials or previously elected to receive delivery of a paper copy of the Meeting Materials) will receive a Notice. The Notice contains instructions on how shareholders can access the Meeting Materials over the Internet and vote their Company Class A voting shares, without par value (the "Class A voting shares"). The Notice also contains instructions on how shareholders can receive a printed copy of the Meeting Materials. We believe this process will expedite shareholders' receipt of the Meeting Materials, lower the costs of the Annual Meeting and conserve natural resources. The Meeting Materials are also available at www.proxyvote.com.

We are also utilizing the "Notice and Access" rules adopted by the Canadian Securities Administrators pursuant to which the Company will post electronic copies of the Meeting Materials on the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.com and also on our website at https://investors.lionsgate.com/financial-reports/annual-reports-and-proxy-statements/proxy-statements rather than mailing paper copies to all registered and Non-Registered Shareholders (as defined in this proxy statement).

Shareholders of record of Class A voting shares at 5:00 p.m. (Eastern Time) on October 9, 2023 are entitled to notice of, and to vote on all the proposals at, the Annual Meeting or any continuations, adjournments or postponements thereof. Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions as promptly as possible by Internet, telephone or mail to ensure your representation and the presence of a quorum at the Annual Meeting. If you attend the Annual Meeting and wish to vote in person, you may withdraw your proxy or voting instructions and vote your shares personally.

Your proxy is revocable in accordance with the procedures set forth in the proxy statement accompanying this notice.

By Order of the Board of Directors,

Jon Feltheimer

Chief Executive Officer

Santa Monica, California

Vancouver, British Columbia

October 13, 2023

In accordance with our security procedures, all persons attending the Annual Meeting will be required to present picture identification.

TABLE OF CONTENTS

PROXY SUMMARY

i

PROXY STATEMENT

1

ABOUT THE ANNUAL MEETING

1

PROPOSAL 1: ELECTION OF DIRECTORS

8

PROPOSAL 2: RE-APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

19

PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE

COMPENSATION

20

PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF

FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE

COMPENSATION

21

PROPOSAL 5: APPROVAL OF THE LIONS GATE

ENTERTAINMENT CORP. 2023 PERFORMANCE INCENTIVE

PLAN

22

PROPOSAL 6: SHAREHOLDER PROPOSAL

31

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

33

Environmental, Social Responsibility and Human Capital

Matters

33

Corporate Governance

36

Role of the Board and Corporate Governance

Guidelines

36

Board Leadership Structure

36

Separate Chair and Chief Executive Officer Roles

37

Board Role in Risk Oversight

37

Human Capital Management and Management

Succession Plan

38

Cybersecurity and Information Security Risk

Oversight

38

Stock Ownership Guidelines

39

Policy on Hedging

39

Board and Shareholder Meeting Attendance

39

Board Committees and Responsibilities

40

Determining Board Composition

43

Term Limits

43

Director Commitments

44

Shareholder Communications

44

Code of Business Conduct and Ethics

44

Board and Committee Evaluations

44

Director Independence

45

Non-Management Director Meetings

45

Director Compensation

46

Management

49

COMPENSATION DISCUSSION AND ANALYSIS

50

Named Executive Officers

50

Executive Summary

50

Shareholder Engagement

54

Key Features of Our Executive Compensation

Program

55

Program Objectives

56

Compensation Practices

56

Process for Determining Executive Compensation

56

Compensation Components

60

Compensation Committee Report on Executive

Compensation

74

COMPANY'S COMPENSATION POLICIES AND RISK

MANAGEMENT

74

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER

PARTICIPATION

74

EXECUTIVE COMPENSATION INFORMATION

75

Summary Compensation Table

75

Description of Employment Agreements

77

Grants of Plan-Based Awards

79

Outstanding Equity Awards

84

Option Exercises and Stock Vested

86

Non-Qualified Deferred Compensation

86

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE

IN CONTROL

87

Estimated Severance and Change in Control Benefits . .

90

Pay Ratio Disclosure

91

Pay Versus Performance

93

EQUITY COMPENSATION PLAN INFORMATION

29

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS

97

SECURITY OWNERSHIP OF MANAGEMENT

98

REPORT OF THE AUDIT & RISK COMMITTEE

99

STATEMENT OF CORPORATE GOVERNANCE

PRACTICES

100

Board of Directors

100

Board Mandate

101

Position Descriptions

102

Orientation and Continuing Education

102

Ethical Business Conduct

102

Nomination of Directors

102

Compensation

102

Other Board Committees

102

Assessments

103

Term Limits

103

Considerations of Representation of Women on the

Board

103

Executive Officer Diversity

103

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . .

104

ACCOUNTANTS' FEES

107

OTHER INFORMATION

108

OTHER BUSINESS

108

DIRECTORS' APPROVAL

108

EXHIBIT A: LIONS GATE ENTERTAINMENT CORP. 2023

PERFORMANCE INCENTIVE PLAN

A-1

EXHIBIT B: USE OF NON-GAAP FINANCIAL MEASURES . . . .

B-1

ESG HIGHLIGHTS

ENVIRONMENTAL, SOCIAL RESPONSIBILITY AND

HUMAN CAPITAL MATTERS

33

CORPORATE GOVERNANCE

36

SHAREHOLDER ENGAGEMENT

54

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information you should consider in making a voting decision. You should read the entire proxy statement carefully before voting. For information on the voting process and how to attend the Annual Meeting, please see About the Annual Meeting on page 1.

Fiscal 2023 Performance Highlights

Stock Performance Returns Relative to Peers (September 20, 2022* - March 31, 2023)

  • Reflects the restructuring of LIONSGATE+ by exiting seven international territories, commencing the three months ended September 30, 2022.

Over $1 Billion

John Wick films at global box office;

John Wick: Chapter 4 over

$425 million at global box office

(franchise best)

$884 Million

Film and television library revenue

for the trailing 12-months

29.7 Million

STARZ global subscribers*

(14% year-over-year growth)

* Including STARZPLAY Arabia, a non

-consolidated equity method investee and excluding subscribers in exited territories

$200 Million of

5.500% Senior Notes

Repurchased for $135.0 million;

additional $85.0 million repurchased

for $61.4 million in May 2023

New Starz Bundling

Agreements

With Amazon/MGM+ and AMC+ domestically, Hayu on Amazon in the U.K. and Disney+ in Latin America

Treasury

Management

Undrawn revolving credit facility of $1.25 billion and $272 million in cash and cash equivalents at quarter ended March 31, 2023

Lions Gate 2023 Proxy Statement i

85% and 89%

Q4 2023 Increase

Motion Picture segment revenue and

segment profit, respectively, compared to prior year quarter

1.3 Million and 700,000 Q4 2023

Increase

Total STARZ global over-the-top subscribers* (sequential quarter, excluding subscribers in exited territories) and domestic over-the top subscribers, respectively

  • Including STARZPLAY Arabia, a non- consolidated equity method investee

$1.5 Billion

Studio backlog* at March 31, 2023 from Motion Picture and Television Production segments

  • The backlog portion of remaining performance obligations (excluding deferred

revenue

Meeting Information and Voting*

Date

Time

Place

November 28, 2023

1:00 p.m. Pacific Time

Dentons Canada LLP

250 Howe Street

Vancouver, British Columbia

V6C 3R8

Telephone

Tablet/Smartphone

Internet

Mail

1 (800) 690-6903

Scan this QR code

www.proxyvote.com

Mark, sign and

date the proxy

card or voting

instruction form

  • You may also vote personally or by proxy by attending the Annual Meeting. If you hold shares through a bank, broker, trustee or other nominee who holds your shares, you cannot vote your shares at the Annual Meeting unless you have obtained a legal proxy from your bank, broker, trustee or other nominee who holds your shares.

Annual Meeting Proposals

Matters to Be Voted On

Elect 13 directors, each for a term of one year or until their respective successors are duly elected and qualified.

FOR EACH

Page 8

NOMINEE

Conduct an advisory vote on the frequency of future advisory votes on executive compensation.

EVERY ONE

Page 21

YEAR

Re-appoint Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2024 and authorize the Audit & Risk Committee of the Board to fix its remuneration.

FOR

Page 19

Approve the Lionsgate Gate

Entertainment Corp. 2023

Performance Incentive Plan.

FOR

Page 22

Conduct an advisory vote to approve executive compensation.

FOR

Page 20

Conduct a vote on a shareholder proposal.

NO RECOMMENDATION Page 31

  1. Lions Gate 2023 Proxy Statement

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Disclaimer

Lions Gate Entertainment Corporation published this content on 13 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 October 2023 21:16:10 UTC.