LGF.B Lions Gate Entertainment Corp

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

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

Date

November 28, 2023

Time

1:00 p.m. Pacific Time

Place

Dentons Canada LLP

250 Howe Street

Vancouver, British Columbia  

V6C 3R8

Telephone

1 (800) 690-6903

Tablet/Smartphone

Scan this QR code

Internet

www.proxyvote.com

Mail

Mark, sign and date the proxy card or voting instruction form 

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

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.

Conduct an advisory vote to approve executive compensation.

 FOR 

Page 19       

 FOR

Page 20 

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

Approve the Lionsgate Gate Entertainment Corp. 2023 Performance Incentive Plan.

Conduct a vote on a shareholder
proposal.

 FOR 

Page 22       

 NO RECOMMENDATION

Page 31 

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will be asked to vote upon the following matters outlined in the notice of the Annual Meeting:

•  the election of directors;

•  re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024 and authorization of the Audit & Risk Committee to fix their remuneration;

•  an advisory vote on executive compensation;

•  an advisory vote on the frequency of future advisory votes on executive compensation;

•  approving the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan;

•  A vote on a shareholder proposal; and

•  any other matters as may properly come before the annual general and special meeting and any continuations, adjournments or postponements thereof.

 About the Annual Meeting 

Who is entitled to vote at the Annual Meeting?

Only shareholders of record of Class A voting shares at 5:00 p.m. (Eastern Time) on October 9, 2023 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote the Class A voting shares that they held on the Record Date at the Annual Meeting, or any continuations, adjournments or postponements of the Annual Meeting. Each outstanding Class A voting share entitles its holder to cast one vote on each matter to be voted upon. As of the Record Date, 83,530,119 Class A voting shares were outstanding and entitled to vote and held by approximately 580 shareholders of record.

Holders of the Company’s Class B non-voting shares, without par value (the “Class B non-voting shares”) are entitled to receive notice of and to attend the Annual Meeting but are not entitled to vote on the matters to be presented at the Annual Meeting. As of the Record Date, there were 151,413,937 Class B non-voting shares outstanding. Unless the context dictates otherwise, all references to “you,” “your,” “yours” or other words of similar import in this proxy statement refer to holders of Class A voting shares.

Each shareholder of record of the Class A voting shares has the right to appoint a person or company to represent the shareholder to vote in person at the Annual Meeting other than the persons designated in the form of proxy. See “How do I vote at the Annual Meeting?” below.

Who can attend and vote at the Annual Meeting?

Only registered shareholders of Class A voting shares or the persons they appoint as their proxies are permitted to attend and vote at the Annual Meeting. Holders of Class B non-voting shares are entitled to notice of and to attend the Annual Meeting but are not entitled to vote at the Annual Meeting. Most shareholders of Class A voting shares of the Company are “non-registered” shareholders (“Non-Registered Shareholders”) because the Class A voting shares they own are not registered in their names but are, instead, registered in the name of the brokerage firm, bank or trust company through which they hold the Class A voting shares. Class A voting shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of the Class A voting shares (which may be, among others, a bank, trust company, securities dealer or broker and trustees or administrator of self-administered Registered Retirement Savings Plans, Registered Retirement Income Funds, Registered Education Savings Plans and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant. In accordance with applicable securities law requirements, the Company will have distributed copies of the Notice to such clearing agencies and Intermediaries for distribution to Non-Registered Shareholders.

Such Non-registered Shareholders are able to access the Notice and vote their shares following the instructions provided by their Intermediaries. If shareholders have requested printed copies, Intermediaries are required to forward the Meeting Materials to such Non-Registered Shareholders, unless such Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Notice to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive the Notice and who have requested a printed copy of the Meeting Materials will either:

(i)  be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page printed form. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed form accompanied by a page of instructions which contains a removable label with a bar code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or

(ii)  be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile or stamped signature), which is restricted to the number of Class A voting shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed

About the Annual Meeting 

by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Company, c/o MacKenzie Partners, Inc. Attention Lionsgate Tabulation, 105 Madison Avenue, New York, NY 10016.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to directly vote the Class A voting shares they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Annual Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should request a legal proxy from their Intermediary. Instructions for obtaining legal proxies may be found on the voting instruction form. If you have any questions about voting your shares, please call MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 or e-mail lionsgate@mackenziepartners.com.

A Non-Registered Shareholder may revoke a voting instruction form or request to receive the Meeting Materials and to vote, which has been given to an Intermediary, at any time by written notice to the Intermediary, provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive the Meeting Materials and to vote, which is not received by the Intermediary in a timely manner in advance of the Annual Meeting.

What constitutes a quorum?

A quorum is necessary to hold a valid meeting of shareholders. The quorum for the Annual Meeting is two (2) persons who are, or who represent by proxy, registered shareholders of the Class A voting shares who, in the aggregate, hold at least 10% of the issued Class A voting shares entitled to be voted at the Annual Meeting.

Broker non-votes (shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter) will each be counted as present for purposes of determining the presence of a quorum at the Annual Meeting.

How do I vote at the Annual Meeting?

If you are a shareholder of record of Class A voting shares, you have the right to vote in person at the Annual Meeting. If you choose to do so, you can vote using the ballot that will be provided at the Annual Meeting, or, if you requested and received printed copies of the Meeting Materials by mail, you can complete, sign and date the proxy card enclosed with the Meeting Materials you received and submit it at the Annual Meeting. If you are a Non-Registered Shareholder, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker, trustee or other nominee that holds your shares, giving you the right to vote the Class A voting shares at the Annual Meeting.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance of the Annual Meeting as described herein, so that your vote will be counted if you later decide not to attend the Annual Meeting.

At the Annual Meeting, a representative from Broadridge Financial Solutions, Inc. shall be appointed to act as scrutineer. The scrutineer will determine the number of Class A voting shares represented at the Annual Meeting, the existence of a quorum and the validity of proxies, will count the votes and ballots, if required, and will determine and report the results to the Company.

How can I vote my Class A voting shares without attending the Annual Meeting?

Whether you are a shareholder of record or a Non-Registered Shareholder, you may direct how your Class A voting shares are voted without attending the Annual Meeting.

If you are a shareholder of record, you may submit a proxy to authorize how your Class A voting shares are to be voted at the Annual Meeting. You can submit a proxy over the Internet, by mail or by telephone pursuant to the instructions provided in the Notice. If you are a Non-Registered Shareholder, you may also submit your voting instructions over the Internet, telephone, tablet or smartphone by following the instructions provided in the Notice, or, if you requested and received printed copies of the Meeting Materials, you can also submit voting instructions by Internet, telephone, tablet or smartphone, or mail by following the instructions provided in the voting instruction form sent by your Intermediary. If you do not fill a name in the blank space in the form of proxy, the persons named in the form of proxy are appointed to act as your proxy holder. Those persons are directors and/or officers of the Company. If you are a

 About the Annual Meeting 

shareholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m. (Eastern Time) on November 27, 2023 in order for your shares to be voted at the Annual Meeting. If you are a Non-Registered Shareholder, please comply with the deadlines included in the voting instructions provided by the Intermediary that holds your shares.

Submitting your proxy or voting instructions over the Internet, by telephone, tablet or smartphone or by mail will not affect your right to vote in person should you decide to attend the Annual Meeting, although Non-Registered Shareholders must obtain a “legal proxy” from the Intermediary that holds their shares giving them the right to vote the shares in person at the Annual Meeting.

Can I change or revoke my vote after I return my proxy card?

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

•   As necessary to meet applicable legal requirements;

•   To allow for the tabulation and certification of votes; and

•   To facilitate a successful proxy solicitation.

Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

What are the Board’s recommendations?

The enclosed proxy is solicited on behalf of the Board. Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board set forth with the description of each item in this proxy statement.

The Board recommends a vote:

•   “FOR” the election of each of the nominated directors (see page 8);

•   “FOR” the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm and authorization of the Audit & Risk Committee to fix their remuneration (see page 19);

•   “FOR” the proposal regarding an advisory vote to approve executive compensation (see page 20);

•   “EVERY ONE YEAR” for the frequency for future advisory votes on executive compensation (see page 21);

•   “FOR” the approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan (see page 22). and

•   The Board is not making a recommendation on the shareholder proposal (see page 31).

Other than the proposals described in this document, the Board does not know of any other matters that may be brought before the Annual Meeting. If any other matter should properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in accordance with their best judgment.

About the Annual Meeting 

What vote is required to approve the election of each of the nominated directors?

A plurality of the Class A voting shares voting in person or by proxy is required to elect each of the 13 nominees for director (“Proposal No. 1”). A plurality means that the 13 nominees receiving the largest number of votes cast (votes “FOR”) will be elected. Shareholders are not permitted to cumulate their Class A voting shares for purposes of electing directors.

Note that if your Class A voting shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your Class A voting shares on Proposal No. 1 unless you provide instructions to him or her regarding how you would like your Class A voting shares to be voted. If such broker or nominee does not receive such instructions, and as a result, is unable to vote your Class A voting shares on Proposal No. 1, this will result in a broker non-vote.

For purposes of determining the number of votes cast, only the Class A voting shares voting “FOR” or “WITHHOLD” are counted. As such, broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 1.

What vote is required to approve the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm and authorize the Audit & Risk Committee of to fix their remuneration?

The affirmative vote of at least a majority of the votes cast by holders of the Class A voting shares present or represented by proxy at the Annual Meeting is required for the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm and authorization of the Audit & Risk Committee to fix their remuneration (“Proposal No. 2”).

Note that because this proposal is considered a routine matter, if your Class A voting shares are held by a broker or nominee, such broker or nominee will have authority to exercise his or her discretion to vote your Class A voting shares on Proposal No. 2 if you do not provide instructions regarding how you would like your Class A voting shares to be voted.

For purposes of determining the number of votes cast, only the Class A voting shares voting “FOR” or “WITHHOLD” are counted. As such, abstentions are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 2. There are no broker non-votes for Proposal No. 2.

What vote is required to approve the proposal regarding an advisory vote to approve executive compensation?

The affirmative vote of at least a majority of the votes cast by holders of the Class A voting shares present or represented by proxy at the Annual Meeting is required for the advisory vote to approve executive compensation (“Proposal No. 3”). Notwithstanding the vote required, please be advised that Proposal No. 3 is advisory only and is not binding on the Company. The Board will consider the outcome of the vote on this proposal in considering what action, if any, should be taken in response to the advisory vote by shareholders.

Note that if your Class A voting shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your Class A voting shares on Proposal No. 3 unless you provide instructions regarding how you would like your Class A voting shares to be voted. If such broker or nominee does not receive your instructions, and as a result is unable to vote your Class A voting shares on Proposal No. 3, this will result in a broker non-vote.

For purposes of determining the number of votes cast, only Class A voting shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker-non votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 3.

What vote is required to approve the proposal regarding the frequency of future advisory votes on executive compensation?

 About the Annual Meeting 

Note that if your Class A voting shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your Class A voting shares on Proposal No. 4 unless you provide instructions regarding how you would like your Class A voting shares to be voted. If such broker or nominee does not receive your instructions, and as a result is unable to vote your Class A voting shares on Proposal No. 4, this will result in a broker non-vote.

For purposes of determining the number of votes cast, only shares of your Class A voting shares voting “EVERY ONE YEAR,” “EVERY TWO YEARS,” or “EVERY THREE YEARS” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the frequency option receiving the highest number of votes.

What vote is required to approve the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan?

The affirmative vote of at least a majority of the votes cast by holders of Class A voting shares present or represented by proxy at the Annual Meeting is required for approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan (“Proposal No. 5”).

Note that if your Class A voting shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your Class A voting shares on Proposal No. 5 unless you provide instructions regarding how you would like your Class A voting shares to be voted. If such broker or nominee does not receive your instructions, and as a result is unable to vote your Class A voting shares on Proposal No. 5, this will result in a broker non- vote.

For purposes of determining the number of votes cast, only shares of Class A voting shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 5.

What vote is required to approve the shareholder proposal?

The affirmative vote of at least a majority of the votes cast by holders of the Class A voting shares present or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve the shareholder proposal (“Proposal No. 6”). Notwithstanding the vote required, please be advised that Proposal No. 6, if approved, constitutes a request to the Board and is not binding on the Company. The Board will consider the outcome of the vote on this proposal in considering what action, if any, should be taken in response to the vote by shareholders.

Note that if your Class A voting shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your Class A voting shares on Proposal No. 6 unless you provide instructions regarding how you would like your Class A voting shares to be voted. If such broker or nominee does not receive your instructions, and as a result is unable to vote your Class A voting shares on Proposal No. 6, this will result in a broker non-vote.

For purposes of determining the number of votes cast, only Class A voting shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker-non votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 6.

Who pays for the preparation of this proxy statement?

About the Annual Meeting 

May I propose actions or recommend director nominees for consideration at next year’s annual general meeting of shareholders?

Yes. Under U.S. laws, for your proposal or recommendation for director nominees to be considered for inclusion in the proxy statement for next year’s annual general and special meeting, we must receive your written proposal no later than June 15, 2024. You should also be aware that your proposal must comply with Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding inclusion of shareholder proposals in company-sponsored Meeting Materials.

Shareholder proposals submitted in accordance with the Business Corporations Act (British Columbia) (the “BC Act”) to be presented at the next annual general meeting of shareholders must be received by our Corporate Secretary at our registered office at least three months before the annual reference date of the Company which, if the meeting is held on November 28, 2023, will be November 28 for the 2024 year, and must otherwise comply with the requirements of the BC Act.

If you wish to recommend a director nominee, you should also provide the information set forth under Information Regarding the Board of Directors and Committees of the Board of Directors — Shareholder Communications.

If the date of the 2024 annual general and special meeting is advanced or delayed by more than 30 days from the date of the 2023 annual general and special meeting under U.S. laws, shareholder proposals intended to be included in the proxy statement for the 2024 annual general and special meeting must be received by us within a reasonable time before we begin to print and mail the proxy statement for the 2024 annual general and special meeting.

SEC rules also govern a company’s ability to use discretionary proxy authority with respect to shareholder proposals that were not submitted by the shareholders in time to be included in the proxy statement. In the event a shareholder proposal is not submitted to us prior to August 29, 2024, the proxies solicited by the Board for the 2024 annual general and special meeting of shareholders will confer authority on the proxy holders to vote the shares in accordance with the recommendations of the Board if the proposal is presented at the 2024 annual general and special meeting of shareholders without any discussion of the proposal in the proxy statement for such meeting. If the date of the 2024 annual general and special meeting is advanced or delayed more than 30 days from the date of the 2023 annual general and special meeting, then the shareholder proposal must have been submitted to us within a reasonable time before we mail the proxy statement for the 2024 annual general and special meeting.

To comply with the SEC universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our Board’s nominees must provide notice that sets forth any additional information required by Rule 14a-19 under the Exchange Act no later than September 30, 2024.

What does it mean if I receive more than one Notice?

Who can I contact if I have questions?

Where can I find the voting results of the Annual Meeting?

Name

Compensation

Committee

Nominating and
Corporate

Governance

Committee

Strategic 

Advisory 

Committee 

Michael Burns

Mignon Clyburn

Gordon Crawford

Jon Feltheimer

Emily Fine

Michael T. Fries

John D. Harkey, Jr.

Susan McCaw

Yvette Ostolaza

Mark H. Rachesky, M.D.

Daryl Simm

Hardwick Simmons

Harry E. Sloan

Proposal 1 Election of Directors 

MICHAEL BURNS

Age: 65

Director Since:

August 1999

Position with the Company:

Vice Chair since

March 2000

Residence:

Los Angeles, California

Business Experience

Mr. Burns served as Managing Director and Head of the Office at Prudential Securities Inc.’s Los Angeles Investment Banking Office from 1991 to March 2000.

Other Directorships

Mr. Burns has been a director and member of the Finance and Capital Allocation Committee, and the Nominating, Governance & Social Responsibility Committees of Hasbro, Inc. (NASDAQ: HAS) since 2014.

Qualifications

Mr. Burns has worked with Chief Executive Officer Jon Feltheimer in building Lionsgate into a multibillion-dollar media and entertainment leader with world-class film and television studio operations. With an accomplished investment banking career prior to Lionsgate, in which he specialized in raising equity within the media and entertainment industry, Mr. Burns brings to the Board important business and financial expertise in its deliberations on complex transactions and other financial matters. Additionally, Mr. Burns’ extensive knowledge of and history with Lionsgate, financial background, in-depth understanding of the media and entertainment industry, connections within the business community and relationships with Lionsgate shareholders, make him an invaluable member of the Board.

MIGNON L. CLYBURN*

Age: 61

Independent Director Since:

September 2020

Committee Membership:

Nominating and Corporate Governance Committee

Residence:

Washington, DC

* Ethnic/gender diverse member of the Board

Business Experience

Ms. Clyburn is President of MLC Strategies, LLC, a Washington, D.C. based consulting firm, a position she has held since January 2019. Previously, Ms. Clyburn served as a Commissioner of the U.S. Federal Communications Commission (the “FCC”) from 2009 to 2018, including as acting chair. While at the FCC, she was committed to closing the digital divide and championed the modernization of the agency’s Lifeline Program, which assists low-income consumers with voice and broadband service. In addition, Ms. Clyburn promoted diversity in media ownership, initiated Inmate Calling Services reforms, supported inclusion in STEM opportunities and fought for an open internet. Prior to her federal appointment, Ms. Clyburn served 11 years on the Public Service Commission of South Carolina and worked for nearly 15 years as publisher of the Coastal Times, a Charleston weekly newspaper focused on the African American community.

Other Directorships

Ms. Clyburn has been a director of RingCentral, Inc. (NYSE: RNG) since November 2020. Ms. Clyburn previously served on the board of directors of Charah Solutions, Inc. until July 2023.

Qualifications

Ms. Clyburn has extensive experience as a state regulator of investor-owned utilities and as a federal commissioner in the technology and telecommunications fields. Such expertise and additional background as a successful business executive, makes Ms. Clyburn invaluable and well qualified to serve on the Board.

 Proposal 1 Election of Directors 

GORDON CRAWFORD

Age: 76

Independent Director Since:

February 2013

Committee Membership:

Strategic Advisory Committee (Co-Chair)

Residence:

Dana Point, California

Business Experience

For over 40 years, Mr. Crawford served in various positions at Capital Research and Management, a privately held global investment management company. In December 2012, Mr. Crawford retired as its Senior Vice President.

Other Directorships

Mr. Crawford serves as Director Emeritus of the Board of Trustees of the U.S. Olympic and Paralympic Foundation (which he Chaired for nine years from its inception in 2013), and as a Life Trustee on the Board of Trustees of Southern California Public Radio (which he Chaired from 2005 to 2012). Mr. Crawford formerly served as Vice Chairman at The Nature Conservancy and is currently a member of the Emeritus Board of the Nature Conservancy. Mr. Crawford is a past Vice Chairman of the Paley Center for Media and a member of the Board of Trustees of Berkshire School. Mr. Crawford also served on the Board of the U.S. Olympic and Paralympic Committee, and as a member of the Board of the LA24 Olympic and Paralympic Bid Committee.

Qualifications

Mr. Crawford has been one of the most influential and successful investors in the media and entertainment industry for over 40 years. Mr. Crawford’s professional experience and deep understanding of the media and entertainment sector makes Mr. Crawford a valuable member of the Board.

JON FELTHEIMER

Age: 72

Director Since:

January 2000

Position with the Company:

Chief Executive Officer since March 2000

Residence:

Los Angeles, California

Business Experience

During his entertainment industry career, Mr. Feltheimer has held leadership positions at Lionsgate, Sony Pictures Entertainment and New World Entertainment, and has been responsible for tens of thousands of hours of television programming and hundreds of films. Prior to joining Lionsgate, he served as President of TriStar Television from 1991 to 1993, President of Columbia TriStar Television from 1993 to 1995, and President of Columbia TriStar Television Group and Executive Vice President of Sony Pictures Entertainment from 1995 to 1999, where he oversaw the launch of dozens of successful branded channels around the world.

Other Directorships

Other Directorships Mr. Feltheimer is a director of Grupo Televisa, S.A.B. (NYSE: TV; BMV: TLEVISA CPO).

Qualifications

During Mr. Feltheimer’s tenure, Lionsgate has grown from its independent studio roots into a global media and entertainment leader encompassing world-class film and television operations backed by an 18,000-title library. As Lionsgate’s Chief Executive Officer since 2000, Mr. Feltheimer provides a critical link to management’s perspective in Board discussions regarding the business and strategic direction of Lionsgate. With extensive experience at three different studios in the entertainment industry, Mr. Feltheimer brings an unparalleled level of strategic and operational experience to the Board, as well as an in-depth understanding of Lionsgate’s industry and invaluable relationships within the business and entertainment community.

Proposal 1 Election of Directors 

EMILY FINE*

Age: 49

Independent Director Since:

November 2015

Committee Membership:

Nominating and Corporate Governance Committee

Residence:

New York, New York

* Ethnic/gender diverse member of the Board

Business Experience

Ms. Fine is a principal of MHR Fund Management, a New York-based private equity firm that manages approximately $5 billion of capital and has holdings in public and private companies in a variety of industries. Ms. Fine joined MHR Fund Management in 2002 and is a member of the firm’s investment committee. Prior to joining MHR Fund Management, Ms. Fine served as Senior Vice President at Cerberus Capital Management, L.P. and also worked at Merrill Lynch in the Telecom, Media & Technology Investment Banking Group, where she focused primarily on media merger and acquisition transactions.

Other Directorships

Ms. Fine serves on the Board of Directors of Rumie Initiative, a non-profit organization dedicated to providing access to free educational content through digital microlearning.

Qualifications

Ms. Fine brings to the Board a unique perspective of Lionsgate’s business operations and valuable insight regarding financial matters. Ms. Fine has over 25 years of investing experience and experience working with various companies in the media industry, including, as a principal of MHR Fund Management, working closely with Lionsgate over the past fourteen years.

Investor Rights Agreement

Ms. Fine serves as a designee of MHR Fund Management under the Investor Rights Agreement (discussed below).

MICHAEL T. FRIES

Age: 60

Independent Director Since:

November 2015

Committee Membership:

Compensation Committee, Strategic Advisory Committee

Residence:

Denver, Colorado

Business Experience

Mr. Fries has served as the Chief Executive Officer, President and Vice Chairman of the Board of Directors of Liberty Global, plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB, LBTYK) since June 2005. Mr. Fries was Chief Executive Officer of UnitedGlobalCom LLC (“UGC”) from January 2004 until the businesses of UGC and Liberty Media International, Inc. were combined to form Liberty Global.

Other Directorships

Mr. Fries is Executive Chairman of Liberty Latin America Ltd. (since December 2017) (NASDAQ: LILA) and a director of Grupo Televisa S.A.B. (since April 2015) (NYSE: TV; BMV: TLEVISA CPO). Mr. Fries serves as a board member of CableLabs^® and as a Digital Communications Governor and Steering Committee member of the World Economic Forum. Mr. Fries serves as trustee and finance committee member for The Paley Center for Media.

Qualifications

Mr. Fries has over 30 years of experience in the cable and media industry. As an executive officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen its growth into a world leader in converged broadband, video and mobile communications. Liberty Global delivers next generation products through advanced fiber and 5G networks, and currently provides over 86 million connections across Europe and the U.K. Liberty Global’s joint ventures in the U.K. and the Netherlands generate combined annual revenue of over $17 billion, while remaining operations generate consolidated revenue of more than $7 billion. Through its substantial scale and commitment to innovation, Liberty Global is building Tomorrow’s Connections Today, investing in the infrastructure and platforms that empower customers and deploying the advanced technologies that nations and economies need to thrive. Additionally, Liberty Global’s investment arm includes a portfolio of more than 75 companies across content, technology and infrastructure. Mr. Fries’ significant executive experience in building and managing international distribution and programming businesses, in-depth knowledge of all aspects of a global telecommunications business and responsibility for setting the strategic, financial and operational direction for Liberty Global contribute to the Board’s consideration of the strategic, operational and financial challenges and opportunities of Lionsgate’s business, and strengthen the Board’s collective qualifications, skills and attributes.

Investor Rights Agreement

Mr. Fries serves as the designee of Liberty under the Investor Rights Agreement (discussed below).

 Proposal 1 Election of Directors 

JOHN D. HARKEY, JR.

Age: 63

Independent Director Since:

June 2023

Committee Membership:

Audit & Risk Committee

Residence:

Dallas, Texas

Business Experience

Mr. Harkey has served as the principal and founder of JDH Investment Management, LLC, an investment advisory firm, since 2007, and as chairman and chief executive officer of Consolidated Restaurant Operations, Inc., a full-service and franchise restaurant company, since 1998. Mr. Harkey is also co-founder, and serves on the board of directors, of Cessation Therapeutics, a developer of vaccines for addictions to fentanyl, heroin and nicotine, since June 2018 and co-founder and chairman of the board of Dialectic Therapeutics, which develops cancer immunotherapies, since 2019. In addition, he was a co-founder of AveXis, Inc., a biotechnology company, from 2010 until it was acquired in 2018 by Novartis AG, and served as executive chairman from 2010 to 2015. Mr. Harkey holds a B.B.A. in Business Honors from the University of Texas at Austin, a J.D. from the University of Texas School of Law, and an M.B.A. from Stanford Graduate School of Business.

Other Directorships

Mr. Harkey serves on the board of directors of several privately-held companies and non-profit organizations, and previously served on the board of directors of Sumo Logic, Inc. until its acquisition by Francisco Partners in May 2023, Loral Space & Communications Inc., until its merger with Telesat Canada in November 2021, and Emisphere Technologies, Inc., until its acquisition by Novo Nordisk in December 2020.

Qualifications

Mr. Harkey has extensive operational experience as a private investor and chief executive, in both public and private companies, across a wide range of industries. Mr. Harkey qualifications and experiences, including executive leadership, global leadership, growth and operational scale, business development and strategy, finance and accounting, legal, regulatory, and compliance, and public company board membership, are invaluable to the Board.

Investor Rights Agreement

Mr. Harkey serves as a designee of MHR Fund Management under the Investor Rights Agreement (discussed below).

SUSAN MCCAW*

Age: 61

Independent Director Since:

September 2018

Committee Membership:

Audit & Risk Committee, Compensation Committee

Residence:

North Palm Beach, Florida

* Ethnic/gender diverse member of the Board

Business Experience

Ms. McCaw is currently the President of SRM Capital Investments, a private investment firm. Before this, Ms. McCaw served as President of COM Investments, a position she held from April 2004 to June 2019 except while serving as U.S. Ambassador to the Republic of Austria from November 2005 to December 2007. Prior to April 2004, Ms. McCaw was the Managing Partner of Eagle Creek Capital, a private investment firm investing in private technology companies, a Principal with Robertson, Stephens & Company, a San Francisco-based technology investment bank, and an Associate in the Robertson Stephens Venture Capital Group. Earlier in her career, Ms. McCaw was a management consultant with McKinsey & Company.

Other Directorships

Ms. McCaw is a Director and member of the Leadership Development and Compensation Committee of Air Lease Corporation (NYSE: AL). Ms. McCaw is the Vice Chair of the Hoover Institution and a board member of the Ronald Reagan Presidential Foundation & Institute, Teach for America, and the Stanford Institute for Economic Policy Research. She is also a founding board member of the Malala Fund and serves as the Chair of the Knight-Hennessy Scholars Global Advisory Board. Ms. McCaw is also Trustee Emerita of Stanford University.

Qualifications

Ms. McCaw brings deep experience and relationships in global business and capital markets to the Board through her private sector experience in investment banking and investment management, and through her public service as a former U.S. Ambassador. Ms. McCaw holds a Bachelor’s Degree in Economics from Stanford University and a Masters of Business Administration from Harvard Business School. Ms. McCaw’s experience both as an investor and diplomat brings broad and meaningful insight to the Board’s oversight of Lionsgate’s business.

Proposal 1 Election of Directors 

YVETTE OSTOLAZA*

Age: 58

Independent Director Since:

December 2019

Committee Membership:

Nominating and Corporate Governance Committee (Chair)

Residence:

Dallas, Texas

* Ethnic/gender diverse member of the Board

Business Experience

Since October 2013, Ms. Ostolaza has been a partner at Sidley Austin LLP, an international law firm with 21 offices and nearly $3 billion in revenue. She currently serves as Sidley’s Management Committee Chair and as a member of the firm’s Executive Committee. Ms. Ostolaza has also served on a number of nonprofit organizations as a board member or trustee. Ms. Ostolaza has received various legal and leadership awards, including being recognized by the Hispanic National Bar as Law Firm Leader of 2022, as a “Thought Leader” at Corporate Counsel’s 2019 Women, Influence & Power in Law Awards. Ms. Ostolaza has been selected as one of 20 “Women of Excellence” nationally by Hispanic Business magazine. In 2018, she received the Anti-Defamation League’s prestigious Schoenbrun Jurisprudence Award for her outstanding leadership and exemplary contributions to the community. Ostolaza also received the Texas Lawyer’s Lifetime Achievement Award and named by that publication as one of ten “Winning Women” and as a “Woman to Watch.” She also has been recognized by the Texas Diversity Counsel as one of its “Most Powerful and Influential Women,” and by Latino Leaders Magazine as one of its “Most Powerful Latino Lawyers.” Ms. Ostolaza is also a past recipient of Girls, Inc.’s annual “Woman of Achievement” award.

Qualifications

Ms. Ostolaza has spent her career developing a global practice representing public and private companies, board committees, and directors and officers in high-profile litigation, investigations, shareholder activism, regulatory, governance, and crisis management matters across a wide variety of industries. This breadth of experience provides important insight and counsel to the Board’s oversight of Lionsgate’s business.

MARK H. RACHESKY, M.D.

Age: 64

Independent Director Since:

September 2009

Committee Membership:

Chair of the Board, Compensation Committee, Strategic Advisory Committee (Co-Chair)

Residence:

New York, New York

Business Experience

Dr. Rachesky is Founder and Chief Investment Officer of MHR Fund Management LLC, a New York-based private equity firm that manages approximately $5 billion of capital and has holdings in public and private companies across a variety of industries.

Other Directorships

Dr. Rachesky is the Non-Executive Chairman of the Board of Directors, member of the Nominating Committee and the Human Resources and Compensation Committee of Telesat Corporation (NASDAQ: TSAT), and a director and member of the Nominating Committee, the Corporate Governance Committee and the Compensation Committee of Titan International, Inc. (NYSE: TWI). Dr. Rachesky formerly served on the Board of Directors of Loral Space & Communications Inc. until its merger with Telesat Canada in November 2021, on the Board of Directors of Navistar International Corporation (NYSE: NAV) until its merger with Traton SE in July 2021, and on the Board of Directors of Emisphere Technologies Inc. until it was acquired by Novo Nordisk in December 2020. Dr. Rachesky also serves on the Board of Directors of Mt. Sinai Hospital Children’s Center Foundation, the Board of Advisors of Columbia University Medical Center, as well as the Board of Overseers of the University of Pennsylvania.

Qualifications

Dr. Rachesky has demonstrated leadership skills as well as extensive financial expertise and broad-based business knowledge and relationships. In addition, as the Chief Investment Officer of MHR Fund Management LLC, with a demonstrated investment record in companies engaged in a wide range of businesses over the last 25 plus years, together with his experience as chair and director of other public and private companies, Dr. Rachesky brings broad and insightful perspectives to the Board relating to economic, financial and business conditions affecting Lionsgate and its strategic direction.

Investor Rights Agreement

Dr. Rachesky serves as a designee of MHR Fund Management under the Investor Rights Agreement (discussed below).

 Proposal 1 Election of Directors 

DARYL SIMM

Age: 62

Independent Director Since:

September 2004

Committee Membership:

Compensation Committee (Chair)

Residence:

Naples, Florida

Business Experience

Since November 2021, Mr. Simm has been the President and COO of Omnicom Group, Inc. (NYSE: OMC). From February 1998 to November 2021, Mr. Simm was Chairman and Chief Executive Officer of Omnicom Media Group, a division of Omnicom Group, Inc.

Qualifications

Mr. Simm leads one of the industry’s marketing services companies representing blue-chip global advertisers that connect their brands to consumers through entertainment content. The agencies he leads routinely receive accolades as the most effective and creative in their field and he has been recognized as one of the “100 most influential leaders in marketing, media and tech.” Earlier in his career, Mr. Simm ran P&G Productions, a prolific producer of television programming, where he was involved in large co-production ventures and international content distribution. Mr. Simm was also the top media executive at Procter & Gamble, the world’s largest advertiser and a pioneer in the use of branded entertainment content. Mr. Simm’s broad experience across the media and content space makes him well qualified to serve on Board.

HARDWICK SIMMONS

Age: 83

Independent Director Since:

June 2005

Committee Membership:

Audit & Risk Committee (Chair), Strategic Advisory

Residence:

Marion, Massachusetts

Business Experience

Mr. Simmons currently serves as a director of several privately held companies. From February 2001 to June 2003, Mr. Simmons served first as Chief Executive Officer and then as Chairman and Chief Executive Officer at The NASDAQ Stock Market Inc. From May 1991 to December 2000, Mr. Simmons served as President and Chief Executive Officer of Prudential Securities Incorporated.

Other Directorships

From 2003 to 2016, Mr. Simmons was the Lead Director and Chairman of the Audit and Risk Committee of Raymond James Financial (NYSE:RJF).

Qualifications

Mr. Simmons, through an accomplished career overseeing one of the largest equity securities trading markets in the world and other large complex financial institutions, brings important business and financial expertise to the Board in its deliberations on complex transactions and other financial matters. In addition, his broad business knowledge, connections in the business community and valuable insight regarding investment banking and regulation are relevant to the Board’s oversight of Lionsgate’s business.

Proposal 1 Election of Directors 

HARRY E. SLOAN

Age: 73

Independent Director Since:

December 2021

Committee Membership:

Compensation Committee, Strategic Advisory Committee

Residence:

Los Angeles, California

Business Experience

Mr. Sloan is a founder, public company chief executive officer and a leading investor in the media, entertainment and technology industries. Mr. Sloan is the Chairman and CEO of Eagle Equity Partners II, LLC (“Eagle Equity”). Under Mr. Sloan’s leadership, Eagle Equity has acquired and taken public, through special purpose acquisition companies, several digital media companies including, during 2020, DraftKings, Inc. (Nasdaq: DKNG) (“DraftKings”) and Skillz Inc. (NYSE: SKLZ). Mr. Sloan has been at the forefront and evolution of the video gaming industry as one of the founding investors and a Board Member of Zenimax/ Bethesda Game Studios, the awarding winning studio acquired by Microsoft in March 2021. Mr. Sloan co-founded Soaring Eagle Acquisition Corp., which raised $1.725 billion in its initial public offering in February 2021, and in September 2021, completed its initial business combination with Ginkgo Bioworks Holdings, Inc. (NYSE: DNA) (“Ginkgo”). In January 2022, Mr. Sloan and his partners launched Screaming Eagle Acquisition Corp. (NASDAQ: SCRM). Earlier in his career, Mr. Sloan was Chairman and Chief Executive Officer of MGM Studios and founded and led two public companies in the entertainment media arena, New World Entertainment and SBS Broadcasting, S.A. Mr. Sloan was also one of the founding investors of Lionsgate and served as Lionsgate’s Non-Executive Chairman from 2004 to 2005. In May 2023, Mr. Sloan was appointed as a member of the United States Holocaust Memorial Council.

Other Directorships

Mr. Sloan is a member of the Board of Directors and a member of the Audit Committee of Ginkgo, and Vice Chairman of the Board of Directors and Chair of the Nominating and Corporate Governance Committee of DraftKings.

Qualifications

Mr. Sloan’s extensive experience as an international media investor, entrepreneur and studio executive makes him well qualified to serve on the Board.

Investor Rights Agreement

Mr. Sloan serves as a designee of Discovery Lightning under the Investor Rights Agreement (discussed below).

 Proposal 1 Election of Directors 

Corporate Governance and Risk Management

Understanding Board and management accountability, transparency, and protection of shareholders’ interests, overseeing the various risks facing Lionsgate and ensuring that appropriate policies and procedures are in place to effectively manage risk.

Finance and Capital Allocation

Management or oversight of the finance function of a company, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes.

Global Business

Expertise in global business cultures and consumer preferences gained through experience in international markets.

Media and Entertainment

Experience and expertise with the entertainment and media industry.

Public Company

Experience of modern board practice and principles and the ability and business acumen to debate and address critical board-level issues.

Strategic Planning

Expertise in identifying and developing opportunities for long-term value creation, including experience in driving innovation, improving operations, identifying risks and executing Lionsgate’s strategic goals.

Ethnic/Gender Diversity

Contributes to the representation of varied backgrounds, perspectives and experience in the boardroom.

Proposal 1 Election of Directors 

 Proposal 1 Election of Directors 

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.

FOR

THE BOARD RECOMMENDS A VOTE FOR THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2024.

FOR

THE BOARD RECOMMENDS A VOTE FOR THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

THE BOARD RECOMMENDS A VOTE “EVERY ONE YEAR” FOR THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION.

FOR

PROPOSAL 5 Approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan 

to select eligible participants and determine the type(s) of award(s) that they are to receive;

to grant awards and determine the terms and conditions of awards, including the price (if any) to be paid for the shares or the award and, in the case of share-based awards, the number of shares to be offered or awarded;

to determine any applicable vesting and exercise conditions for awards (including any applicable time- based and/or performance-based vesting or exercisability conditions) and the extent to which such conditions have been satisfied, or determine that no delayed vesting or exercise is required, to determine the circumstances in which any performance-based goals (or the applicable measure of performance) will be adjusted and the nature and impact of any such adjustment, to establish the events (if any) on which exercisability or vesting may accelerate (including specified terminations of employment or service or other circumstances), and to accelerate or extend the vesting or exercisability or extend the term of any or all outstanding awards (subject in the case of stock options and share appreciation rights to the maximum term of the award);

to cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate, any or all outstanding awards, subject to any required consents;

subject to the other provisions of the 2023 Plan, to make certain adjustments to an outstanding award and to authorize the conversion, succession or substitution of an award;

to determine the method of payment of any purchase price for an award or shares of the Company’s common stock delivered under the 2023 Plan, as well as any tax-related items with respect to an award, which may be in the form of cash, check, or electronic funds transfer, by the delivery of already-owned shares of the Company’s common stock or by a reduction of the number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment or cashless exercise on such terms as the Administrator may authorize, or any other form permitted by law;

to modify the terms and conditions of any award, establish sub-plans and agreements and determine different terms and conditions that the Administrator deems necessary or advisable to comply with laws in the countries where the Company or one of its subsidiaries operates or where one or more eligible participants reside or provide services;

to approve the form of any award agreements used under the 2023 Plan; and

to construe and interpret the 2023 Plan, make rules for the administration of the 2023 Plan, and make all other determinations for the administration of the 2023 Plan.

 PROPOSAL 5 Approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan 

7,000,000 shares of the Company’s common stock, plus

the number of shares available for additional award grant purposes under the 2019 Plan as of the date of the Annual Meeting and determined immediately prior to the termination of the authority to grant new awards under the 2019 Plan as of the date of the Annual Meeting, plus

the number of any shares subject to stock options and share appreciation rights granted under the 2019 Plan, the Lions Gate Entertainment Corp. 2017 Performance Incentive Plan, as amended, the Lions Gate Entertainment Corp. 2012 Performance Incentive Plan, as amended, and the Starz 2016 Omnibus Incentive Plan (collectively, the “Prior Plans”) and outstanding as of the date of the Annual Meeting which expire, or for any reason are cancelled or terminated, after the date of the Annual Meeting without being exercised, plus

the number of any shares subject to restricted share unit awards granted under the Prior Plans that are outstanding and unvested as of the date of the Annual Meeting which are forfeited, terminated, cancelled, or otherwise reacquired after the date of the Annual Meeting without having become vested.

The maximum number of shares of the Company’s common stock that may be delivered pursuant to stock options qualified as incentive stock options granted under the 2023 Plan is 10,000,000 shares. (For clarity, any shares issued in respect of incentive stock options granted under the plan will also count against the overall Share Limit above.)

The maximum grant date fair value for awards granted to a Non-Employee Director under the 2023 Plan during any one calendar year is $400,000, except that this limit will be $600,000 as to (1) a Non-Employee Director who is serving as the independent chair of the Board or as a lead independent director at the time the applicable grant is made or (2) any new Non-Employee Director for the calendar year in which the Non-Employee Director is first elected or appointed to the Board; provided that these limits will not apply to retainer and meeting fees that the Non-Employee Director may elect to receive in the form of either cash or shares. For purposes of this limit, the “grant date fair value” of an award means the value of the award on the date of grant of the award determined using the equity award valuation principles applied in the Company’s financial reporting. This limit will not apply to, and will be determined without taking into account, any award granted to an individual who, on the grant date of the award, is an officer or employee of the Company or one of its subsidiaries. This limit will apply on an individual basis and not on an aggregate basis to all Non-Employee Directors as a group.

Shares that are subject to or underlie awards which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2023 Plan will not be counted against the Share Limit and will again be available for subsequent awards under the 2023 Plan.

PROPOSAL 5 Approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan 

To the extent that shares are delivered pursuant to the exercise of a share appreciation right granted under the 2023 Plan, the number of underlying shares which are actually issued in payment of the award will be counted against the Share Limit. (For purposes of clarity, if a share appreciation right relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 15,000 shares will be counted against the Share Limit with respect to such exercise.)

Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award granted under the 2023 Plan (including as to payment of the exercise price of a stock option), as well as any shares exchanged by a participant or withheld by the Company to satisfy the tax withholding obligations related to any award granted under the 2023 Plan, will not be counted against the Share Limit and will again be available for subsequent awards under the 2023 Plan.

In addition, shares that are exchanged by a participant or withheld by the Company after the date of the Annual Meeting as full or partial payment in connection with any award granted under the Prior Plans, as well as any shares exchanged by a participant or withheld by the Company after the date of the Annual Meeting to satisfy the tax withholding obligations related to any award granted under the Prior Plans, will be available for new awards under the 2023 Plan.

To the extent that an award is settled in cash or a form other than shares, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the Share Limit and will again be available for subsequent awards under the 2023 Plan.

In the event that shares are delivered in respect of a dividend equivalent right, the actual number of shares delivered with respect to the award shall be counted against the Share Limit. (For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Company pays a dividend, and 50 shares are delivered in payment of those rights with respect to that dividend, 50 shares shall be counted against the Share Limit). Except as otherwise provided by the Administrator, shares delivered in respect of dividend equivalent rights shall not count against any individual award limit under the 2023 Plan other than the aggregate Share Limit.

 PROPOSAL 5 Approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan 

PROPOSAL 5 Approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan 

 PROPOSAL 5 Approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan 

Class A voting shares subject to outstanding restricted share unit awards (excluding performance-based vesting awards)

Class B non-voting shares subject to outstanding restricted share unit awards (excluding performance-based vesting awards)

Class A voting shares subject to outstanding performance-based vesting restricted share unit awards

Class B non-voting shares subject to outstanding performance-based vesting restricted share unit awards

Class A voting shares subject to outstanding stock options and SARs (excluding performance-based vesting awards)

Class B non-voting shares subject to outstanding stock options and SARs (excluding performance-based vesting awards)

Class A voting shares subject to outstanding performance-based vesting stock options and SARs

Class B non-voting shares subject to outstanding performance-based vesting stock options and SARs

Shares available for new award grants under 2019 Plan

12,707,937 shares in fiscal 2021 (which was 5.76% of the weighted-average number of shares of the Company’s common stock issued and outstanding in fiscal 2021), of which 6,242,290 shares were subject to restricted share unit awards (excluding performance-based vesting awards), 576,725 shares were subject to performance-based vesting restricted share unit awards, 4,976,718 shares were subject to stock options and SARs (excluding performance-based vesting stock options and SARs), and 912,204 shares were subject to performance-based vesting stock options and SARs;

5,110,689 shares in fiscal 2022 (which was 2.28% of the weighted-average number of shares of the Company’s common stock issued and outstanding in fiscal 2022), of which 2,674,282 shares were subject to restricted share unit awards (excluding performance-based vesting awards), 1,662,107 shares were subject to performance-based vesting restricted share unit awards, 88,136 shares were subject to stock options and SARs (excluding performance-based vesting stock options and SARs), and 686,164 shares were subject to performance-based vesting stock options and SARs;

11,399,640 shares in fiscal 2023 (which was 5.00% of the weighted-average number of shares of the Company’s common stock issued and outstanding in fiscal 2023), of which 7,789,656 shares were subject to restricted share unit awards (excluding performance-based vesting awards), 2,478,200 shares were subject to performance-based vesting restricted share unit awards, no shares were subject to stock options and SARs (excluding performance-based vesting stock options and SARs), and 1,131,784 shares were subject to performance-based vesting stock options and SARs; and

9,096,512 shares in fiscal 2024 through October 9, 2023 (which was 3.87% of the number of shares of the Company’s common stock issued and outstanding on October 9, 2023), of which 5,867,662 shares were subject to restricted share unit awards (excluding performance-based vesting awards), 2,919,821 shares were subject to performance-based vesting restricted share unit awards, no shares were subject to stock options and SARs (excluding performance-based vesting stock options and SARs), and 309,029 shares were subject to performance-based vesting stock options and SARs.

PROPOSAL 5 Approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan 

Plan category

Number of common shares

remaining available for future

issuance under equity

compensation plans (excluding 

shares reflected in the first
column)

Equity compensation plans approved by shareholders

Equity compensation plans not approved by shareholders

Total³

Of these shares, 8,112,517 shares were subject to stock options and SARs then outstanding under the 2019 Plan, 6,689,023 shares were subject to stock options and SARs then outstanding under the 2017 Plan, 9,470,223 shares were subject to stock options and SARs then outstanding under the 2012 Plan. In addition, this number includes 16,080,562 shares that were subject to outstanding stock unit awards granted under the 2019 Plan, 1,599 shares that were subject to outstanding stock unit awards granted under the 2017 Plan, and 9,732 shares that were subject to outstanding stock unit awards granted under the 2012 Plan. These amounts include, for the 2019 Plan that have been approved by the Company, but for which the performance goals had not yet been established as of March 31, 2023. Such awards are considered by the Company to be outstanding but will not be treated as “granted” for accounting purposes until the relevant performance goals have been set; accordingly, they were not included in the awards reported as outstanding in the notes to the financial statements in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023, as the relevant performance goals had not been set at that time. This amount does not include shares subject to awards assumed by the Company in connection with acquisitions of other companies as described in footnote 3 below. Effective May 7, 2020, the Company accepted for exchange outstanding stock options and SARs with respect to 5,319,468 shares of the Company’s common stock (4,660,184 of which shares were subject to stock options and SARs that were granted under the 2017 Plan or the 2012 Plan) and granted stock options and SARs with respect to 902,203 shares of the Company’s common stock under the 2019 Plan in exchange for those stock options and SARs.

All of these shares were available for award grant purposes under the 2019 Plan. The shares available under the 2019 Plan are, subject to certain other limits under that plan, generally available for any type of award authorized under the 2019 Plan including stock options, share appreciation rights, restricted stock, restricted share units, stock bonuses and performance shares.

In accordance with applicable SEC rules, the table does not include information with respect to equity awards that were assumed by the Company in connection with the acquisitions of the companies that originally established those plans or agreements and under which the Company may not make new award grants. As of March 31, 2023, 62,587 shares were issuable upon exercise of outstanding stock options granted under the Assumed Plan (excluding stock options granted by Lionsgate under the Assumed Plan after the closing of the Company’s acquisition of Starz in December 2016). The weighted average exercise price of these assumed outstanding stock options to acquire shares of the Company’s common stock was $24.71 per share.

 PROPOSAL 5 Approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan 

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL NO. 5.

FOR

“One-share, one-vote” is widely regarded as a foundational principle of corporate governance. Numerous governance experts have expressed support for single-class capital structures with equal voting rights:

The Council of Institutional Investors has referred to the maxim of “one share, one vote” as “a bedrock principle of good corporate governance.”

One of the core principles of the Investor Stewardship Group is that “shareholders should be entitled to voting rights in proportion to their economic interest.”

The International Corporate Governance Network believes that “common shares should feature one vote for each share.”

Leading proxy advisory firm Glass, Lewis & Co. believes that “the economic stake of each shareholder should match their voting power.”

Dual-class share structures are inconsistent with common market practice. According to FactSet, just 7% of S&P 500 companies and 11% of Russell 3000 companies have share structures with unequal voting.

The dual-class share structure may increase risk. Lions Gate has earned a Shareholder Rights Quality Score of “10” (the highest level of governance risk) from ISS due to the Company’s dual-class share structure. The Company’s 2022 10-K states that “an increase in the ownership of Class A shares by certain shareholders could trigger a change in control,” which could precipitate an event of default under the Company’s debt agreements.

We believe the dual-class share structure impairs value. Lions Gate’s Class B shares trade at a discount to the average of the Company’s 10-K performance peers based on a forward Enterprise Value to EBITDA ratio. We believe this discount is driven in part by the dual-class share structure, which dampens trading liquidity, complicates the capital structure and gives certain shareholders outsized influence.

 PROPOSAL 6 Shareholder Proposal 

Diversity, Equity and
Inclusion

•  We believe that embracing diversity, promoting a culture of inclusivity and accelerating the representation of women and historically excluded groups in our workforce is crucial to our success.

•  Our Chief Diversity Officer partners with our leadership team across all of our businesses to effect changes in recruitment, hiring, promotions, policies and culture, and to orchestrate our Company-wide response to issues of inequality and workforce disparity.

•  We maintain the following recruitment and hiring initiatives:

•   Internship Programs: We maintain an internship program designed to increase inclusion across the entertainment industry.

•   Targeted Recruitment: We continue recruitment efforts that include collaborating with diverse partner organizations, college campus diversity organizations for underrepresented groups, as well as historically black colleges in our search for new employees and interns.

•   Inclusive Hiring Process: We implement inclusive hiring practices to ensure that we are attracting the best talent in the industry through an equitable, inclusive, and accessible approach. Key components of the framework include bias free job descriptions, inclusive hiring training, external diversity partners, diverse candidate slates, and diverse, cross-functional interview panels.

•   From January 1, 2022 through March 31, 2023:

•   56% female hires and 29% hires from historically underrepresented groups.

•   Nearly 50% female executives Senior Vice President level and above.

•   Supplier Diversity and Inclusion Program: The mission of our Supplier Diversity and Inclusion Program, is to actively establish relationships with diverse businesses and to continuously strive to increase spend with diverse suppliers, while delivering more competitive pricing, quality, service, innovation and creativity in procurement of services. We believe that this initiative increases the breadth of our vendor pool, while creating greater economic opportunity for diverse suppliers.

•   Since fiscal 2021, more than doubled the number of, and increased spend fourfold with, diverse suppliers.

•   Lionsgate’s Code of Business Conduct and Ethics governs conduct with, and applies to, our suppliers, vendors, contractors and agents, as applicable.

•  Lionsgate currently promotes the STARZ-branded #TakeTheLead initiative, building on industry leadership by promoting diversity in front of and behind the camera and throughout our organization.

•  Lionsgate currently holds monthly STARZ-branded #ConversationsThatMatter featuring government, industry and community leaders discussing issues of representation, social justice and racial equality.

•  Employees participate in McKinsey’s Black, Hispanic and Latinx, and Asian leadership academies and many are enrolled in a program to empower women leaders.

 Environmental, Social and Governance 

Employee Resource Groups

•  We provide our employees with an array of Employee Resource Groups (“ERGs”) which offer them the chance to establish a greater presence at Lionsgate and an opportunity to enhance cross-cultural awareness, develop leadership skills and network across Lionsgate’s various business units and levels. The ERGs are voluntary, employee-led groups that foster a diverse, engaging, and inclusive workplace.

•  Lionsgate Early Career Group aims to inspire curiosity and networking to foster growth for professionals in early stages of their careers.

•  Lionsgate Multicultural Employee Resource Group advocates for a more inclusive workplace and entertainment landscape through programs that educate, activate and celebrate multicultural diversity and its global impact.

•   Includes resource groups for the Asian American Pacific Islander community, the Black community and the Latine community.

•  Lionsgate Parents and Caregivers Group aims to bring together parents, expecting parents, caregivers, and allies to ensure our community fosters an environment that supports all families.

•  Lionsgate Pride supports, develops and inspires future LGBTQIA leaders within Lionsgate and the industry.

•  Lionsgate Vets creates a community of veterans and their supporters working together to enhance veteran presence and engage the industry from the unique perspective of a military background.

•  Lionsgate Women’s Empowerment Group creates a community that improves the prominence of female leaders and empowers women at all levels within Lionsgate and the industry.

Community Involvement

•  We are committed to acting responsibly and making a positive difference in the local and global community through Lionshares, our volunteer program that seeks to provide opportunities for employees to partner with a diverse range of charitable organizations.

•  We maintain a Corporate Sponsorship Committee that prioritizes corporate philanthropic initiatives throughout Lionsgate, focusing particularly on organizations and activities related to diversity and poverty in order to increase our impact and to develop meaningful relationships with a core group of organizations and events.

•  We encourage employees to volunteer for and serve on boards of non-profit organizations and are committed to the philanthropic contributions of our employees and provide for corporate matching to eligible non-profit organizations.

Engagement

•  We conduct an annual employee engagement survey through an independent third party.

•  Employee satisfaction scores remain positive, year over year.

•  Employees complete performance management conversations at set points throughout the year focusing on goals, development, feedback and well-being.

•  We offer a confidential, voluntary Self-ID initiative, allowing employees the opportunity to voluntarily share parts of their identity so that we can better understand the full diversity of our workforce and continuously improve the experiences for all employees.

Training and Development

•  We conduct annual employee training on anti-harassment, micro aggression, information technology security, the Foreign Corrupt Practices Act, as well as manager, diversity, equity and inclusion trainings.

•  We provide training and development to all employees, focusing on career development, professional development and industry knowledge.

Environmental, Social and Governance 

Employee Benefits and Programs

•  We offer a comprehensive benefits package which includes health, dental and vision insurance, family forming benefits, mental health support, resources for caregiving (children and adult family), online fitness and meditation classes, and new parent coaching.

•  We offer programs to develop and enrich the employee experience with offerings such as tuition reimbursement, leadership development programs, mentorship, and additional programs to help support specific populations (e.g., minorities, women, parents, LGBTQIA).

Inclusive Content

•  We continue our mission to develop an inclusive content strategy (through an inclusive creative strategy, an inclusive marketing strategy and inclusive business strategy) that drives growth by centering on an increasingly diverse audience and providing thought leadership that builds greater capacity for inclusion.

•  By amplifying historically undervalued voices and perspectives, we strive to create an empowering space that welcomes all creatives to tell their stories.

Corporate, Environmental and Social Responsibility

•  We protect our social, financial, informational, environmental, and reputational assets and make it a priority to operate our business in a responsible and sustainable manner.

•  Engaging in a responsible manner not only helps us manage risks and maximize opportunities, but also helps us understand and manage our social, environmental, and economic impact that enables us to contribute to society’s wider goal of sustainable development. This includes, but is not limited to, conducting business in a socially responsible and ethical manner, supporting human rights, and committing to environmental sustainability.

•   In all our offices, we prioritize efforts to prevent pollution, and to conserve, recover, and recycle materials, water and energy wherever possible.

•   Our productions distribute documents electronically to minimize paper consumption and waste and limit the use of single-use plastics.

•   Our productions follow best practices featured in the Producers Guild of America and Sustainable Production Alliance’s Green Production Guide, which are designed to reduce the film, television, and streaming industry’s carbon footprint and environmental impact.

•   Our U.S. productions encourage the employment of green vendors that provide sustainable goods and services for film, television and streaming productions.

•   We prioritize vendors whose dedication to operating business in a responsible and sustainable manner directly aligns with those of Lionsgate.

•   Vantiva, our U.S. and Canadian vendor for manufacturing and assembly of DVDs/Blu-rays:

•   Ensures that all of its products comply with all consumer safety regulations in each country where marketed, including compliance with use of hazardous substances within products and systems, and end-of-life handling of electrical and electronic equipment waste.

•   Supports product life cycle assessments assessing core product designs, reducing single-use plastics and packaging and decreasing carbon emissions due to transportation.

•   Prohibits the use of child labor, forced labor, human trafficking and modern slavery in its supply chain.

•   Wynalda, our vendor for wraps, inserts and other special home entertainment packaging:

•   Maintains a ride sharing method of delivery for all of packaging goods, significant reducing shipping carbon footprint for delivery of such goods.

•   Uses recycled or reclaimed materials for all trim from print and cut manufacturing.

•   Conducts periodic ethical trade audits to address sustainability as well as ethical treatment of people while minimizing their environmental impact.

•   Max Solutions, our vendor for non-standardized home entertainment packaging:

•   Sources all materials from forest stewardship certified mills.

•   Partners with companies that use plant-based, eco-friendly, compostable, and biodegradable alternative to plastic packaging.

•   Uses carbon-neutral presses designed to the highest levels of energy efficiency to drastically reduce emissions, scrap and process waste.

 Environmental, Social and Governance 

Recognitions 

Humanitas 2022 Voice for

Change Award

the Board review and regularly monitor the effectiveness of the Company’s fundamental operating, financial and other business plans, policies and decisions, including the execution of its strategies and objectives;

the Board act in the best interest of the Company to enhance long-term shareholder value;

a majority of the members of the Board be independent directors;

the independent directors meet at least quarterly in executive session, or otherwise as needed;

directors have unimpeded access to management and, as necessary and appropriate, independent advisors; and

the Board and its committees conduct annual self-evaluations to determine whether they are functioning effectively.

Environmental, Social and Governance 

 Board of Directors

At regularly scheduled Board meetings, management presents risks faced by the Company. Specifically, the Company’s Chief Executive Officer and other senior management provide strategic and operational reports, including risks relating to the Company’s operating segments; the Company’s Vice Chair reports on the Company’s various investments and financing activities, including analysis of prospective capital sources and uses; the Company’s Chief Financial Officer reports on credit and liquidity risks, tax strategies, integrity of internal controls over financial reporting and on internal audit activities; and the Company’s General Counsel reports on legal risks and reviews material litigation with the Board. Additionally, the Board receives reports from its committees, which may include a discussion of risks initially overseen by the committees for discussion and input from the Board.

The Board also receives reports from the Company on specific areas of risk from time to time, such as cyclical or other risks that are not covered at regularly scheduled Board meetings.

 Committees

The Board also delegates responsibilities to its committees related to the oversight of certain risks.

•   The Audit & Risk Committee is generally responsible for reviewing the Company’s risk assessment and enterprise risk management. Among other responsibilities set forth in the Audit & Risk Committee’s charter, the committee: (i) discusses guidelines and policies, as they arise, with respect to financial risk exposure, financial statement risk assessment and risk management periodically with the Company’s management, internal auditor, and independent auditor, and the Company’s plans or processes to monitor, control and minimize such risks and exposures; (ii) reviews and evaluates management’s identification of all major risks to the business and their relative weight; (iii) when necessary, reviews the steps the Company’s management has taken to address failures, if any, in compliance with established risk management policies and procedures; (iv) reviews the Company’s various insurance policies, including directors’ and officers’ liability insurance; (v) reviews the significant reports to the Company’s management prepared by the internal audit department and management’s responses; (vi) reviews the Company’s disclosure of risks in all filings with the SEC; and (vii) reviews and provides oversight over the Company’s information technology and cybersecurity risk, policies and procedures.

 Environmental, Social and Governance 

•   The Compensation Committee monitors risks related to the Company’s compensation practices, including practices related to incentive-compensation and equity-based plans, other executive or Company-wide incentive programs.

•   The Nominating and Corporate Governance Committee oversees risk as it relates to monitoring developments in law and practice with respect to the Company’s corporate governance processes, independence of the Board and director and management succession and transition, as well as the Company’s activities and practices regarding corporate responsibility and environmental, social and related governance matters.

The Company provides mandatory annual security awareness education and training for all employees and consultants, conducts quarterly internal “phishing” testing and training for “clickers,” requires mandatory security training for all new hires during their first two weeks of employment and publishes periodic cybersecurity newsletters to highlight any emerging or urgent security threats.

The Company’s program is subject to an annual self-assessment that measures its maturity in a manner aligned with the National Institute of Standards and Technology Cybersecurity Framework.

The Company’s information security posture is subject to regular third-party testing, including penetration testing.

The Company conducts annual penetration testing, as well as weekly internal and external vulnerability scans.

The Company performs annual Disaster Recovery and Incident Response tabletop exercises that include members of the Company’s senior management team to validate, test, and assess the effectiveness and adequacy of certain roles and decision-making processes in the event of a cyber-incident.

The Company has established a Cyber Incident and Response Policy that provides for the notification, escalation and communication of material cybersecurity events to a crisis management team and appropriate levels.

The Company carries information risk security insurance policy and its security standards are certified by the CIS (Center for Internet Security) Critical Security Controls.

Environmental, Social and Governance 

The Company did not experience a material security breach in fiscal 2023.

 Environmental, Social and Governance 

Name

Compensation

Committee

Nominating and
Corporate Governance

Committee

Strategic Advisory 

Committee 

Michael Burns

Mignon Clyburn

Gordon Crawford

Jon Feltheimer

Emily Fine

Michael T. Fries

John D. Harkey, Jr.

Susan McCaw

Yvette Ostolaza

Mark H. Rachesky, M.D.

Daryl Simm