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:
- Elect 13 directors, each for a term of one year or until their respective successors are duly elected and qualified;
- 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;
- Conduct an advisory vote to approve executive compensation;
- Conduct an advisory vote on the frequency of future advisory votes on executive compensation;
- Approve the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan;
- Conduct a vote on a shareholder proposal; and
- 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 | ||
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
- Lions Gate 2023 Proxy Statement
Attachments
- Original Link
- Original Document
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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.