LION DEF 14A

Lionsgate Studios Corp. (LION)

DEF 14A 2026-07-28 For: 2026-09-15

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Added on July 28, 2026

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EXPLANATORY NOTE			i

ANNUAL REPORT TO SHAREHOLDERS			ii

PROXY SUMMARY			iv

Stock Performance			iv

Fiscal 2026 Highlights			iv

Meeting Information and Voting			v

Annual Meeting Proposals			v

PROXY STATEMENT			1

ABOUT THE ANNUAL MEETING			1

PROPOSAL 1: ELECTION OF DIRECTORS			8

Nominees for Directors			8

Board Profile			15

Director Service Commitments			16

PROPOSAL 2: RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			18

PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			19

PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION			20

ENVIRONMENTAL, SOCIAL AND GOVERNANCE			21

Environmental, Social Responsibility and Human Capital Matters			21

Climate Risk Exposure and Awareness			22

Corporate Governance			23

Role of the Board and Corporate Governance Guidelines			23

Board Leadership Structure			23

Separate Chair and Chief Executive Officer Roles			24

Board Role in Risk Oversight			24

Succession Planning			25

Cybersecurity and Information Security Risk Oversight			25

Cybersecurity and Information Security Risk Governance Highlights			25

Stock Ownership Guidelines			26

Insider Trading Policy			27

Board and Shareholder Meeting Attendance			27

Board Committees and Responsibilities			27

Determining Board Composition			30

Board Evaluations, Tenure and Refreshment			30

Shareholder Communications			31

Code of Conduct and Ethics			31

Director Independence			31

Non-Management Director Meetings			32

Management			32

COMPENSATION DISCUSSION AND ANALYSIS			33

Named Executive Officers			33



Executive Summary			33

Shareholder Engagement			38

Investor Conferences and Meetings			39

Initial Annual Meeting of Shareholders and Say-on-Pay Vote			39

Key Actions in Response to Shareholder Engagement			39

Key Features of Our Executive Compensation Program			40

Program Objectives			40

Compensation Practices			41

Process for Determining Executive Compensation			41

Compensation Components			44

Compensation Committee Report on Executive Compensation			59

COMPANY’S COMPENSATION POLICIES AND RISK MANAGEMENT			59

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			59

EXECUTIVE COMPENSATION INFORMATION			60

Summary Compensation Table			60

Description of Employment Agreements			62

Grants of Plan-Based Awards			64

Outstanding Equity Awards			67

Option Exercises and Stock Vested			68

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			69

Estimated Severance and Change in Control Benefits			73

Pay Ratio Disclosure			74

Pay Versus Performance			75

DIRECTOR COMPENSATION			79

EQUITY COMPENSATION PLAN INFORMATION			81

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			82

SECURITY OWNERSHIP OF MANAGEMENT			83

REPORT OF THE AUDIT & RISK COMMITTEE			84

STATEMENT OF CORPORATE GOVERNANCE PRACTICES			85

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			93

ACCOUNTANTS’ FEES			96

HOUSEHOLDING OF PROXY MATERIALS			97

OTHER INFORMATION			97

OTHER BUSINESS			97

DIRECTORS’ APPROVAL			97

EXHIBIT A: USE OF NON-GAAP FINANCIAL MEASURES			A-1



Why did I receive a “Notice of Internet Availability of Proxy Materials” in the mail instead of a full set of proxy materials?		We are using the Securities and Exchange Commission (the “SEC”) rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to 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, proxy card or voting instruction form, and our Annual Report for the fiscal year ended March 31, 2026, as amended (including the audited consolidated financial statements of the Company as of and for the fiscal year ended March 31, 2026, together with the auditor’s report therein) (collectively, 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 common shares, without par value (the “common 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. In addition, the Company will utilize 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.ca and also at https://investors.lionsgate.com/financials/annual-reports/default.aspx rather than mailing paper copies to all registered and Non-Registered Shareholders (as defined below). Notwithstanding the foregoing, paper copies of the Meeting Materials are available but will only be mailed to those registered and Non-Registered Shareholders who request paper copies. All other shareholders will receive the Notice which will contain information on how to obtain either electronic or paper copies of the Meeting Materials in advance of the Annual Meeting. Registered shareholders and Non-Registered Shareholders may request free paper copies of the Meeting Materials in advance of the Annual Meeting by contacting Broadridge Financial Solutions, Inc. at (800) 579-1639 or by email at [email protected]. The Company has elected not to use the procedure known as “stratification” in relation to its use of the “Notice and Access” rules. Stratification occurs when a reporting issuer using the “Notice and Access” rules provides a paper copy of proxy-related materials to some, but not all, of its shareholders.


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 eleven (11) directors named as nominees in this proxy statement; • re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027; • an advisory vote on executive compensation; • an advisory vote on the frequency of future advisory votes on executive compensation; and • any other matters as may properly come before the Annual Meeting and any continuations, adjournments or postponements thereof.



Who is entitled to vote at the Annual Meeting?		Shareholders of record of common shares at 5:00 p.m. (Eastern Time) on July 20, 2026 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote the common shares that they held on the Record Date at the Annual Meeting, or any continuations, adjournments or postponements thereof. Each outstanding common share entitles its holder to cast one vote on each matter to be voted upon. As of the Record Date, 297,490,930 common shares held by approximately 1,497 shareholders of record were outstanding and entitled to vote. 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 common shares. Each shareholder of record of common 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 common shares or the persons they appoint as their proxies are permitted to attend and vote at the Annual Meeting. Most shareholders of common shares of the Company are “non-registered” shareholders (“Non-Registered Shareholders”) because the common 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 such shares. Common 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 to such 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 proxy materials to such clearing agencies and Intermediaries for distribution to Non-Registered Shareholders. Such Non-Registered Shareholders are able to access the proxy materials and vote their shares following the instructions provided by their Intermediaries. If shareholders have requested printed copies, Intermediaries are required to forward the proxy 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 materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive the proxy materials and who have requested a printed copy of the proxy 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 common 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 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, 7 Penn Plaza, Suite 503, New York, NY 10001. In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the vote of the common 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 common shares, please call MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 or e-mail [email protected]. A Non-Registered Shareholder may revoke a voting instruction form which has been given to an Intermediary, or make a request to its Intermediary to receive the proxy materials and to vote, as permitted by securities laws and supported by the Intermediary’s instructions. Intermediaries may not be required to act on a revocation of a voting instructions form or a waiver of the right to receive proxy materials and to vote if the communication from the Non-Registered Shareholder is not received by the Intermediary in a timely manner in advance of the Annual Meeting, or otherwise within the Intermediary’s required timelines. If you are a Non-Registered Shareholder, please comply with the revocation deadlines included in the voting instructions provided by the Intermediary that holds your common shares.


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, one or more shareholders who, in the aggregate, hold at least 10% of the issued common shares of the Company entitled to be voted at the Annual Meeting. Abstentions will be included in determining the number of common shares present at the Annual Meeting for the purpose of determining the presence of a quorum. Broker non-votes (common shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter), if any, to the extent broker-non votes arise in the limited circumstances described herein, will also be counted in determining the number of shares present at the Annual Meeting for the purpose of determining the presence of a quorum.


How do I vote at the Annual Meeting?		If you are a shareholder of record of common 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 proxy materials by mail, you can complete, sign and date the proxy card enclosed with the proxy materials you received and submit it at the Annual Meeting. If you are a Non-Registered Shareholder, you may not vote your common shares in person at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker, trustee or other nominee that holds your common shares, giving you the right to vote the common 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 and will determine the number of common 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 common shares without attending the Annual Meeting?		Whether you are a holder of record or a Non-Registered Shareholder, you may direct how your common shares are voted without attending the Annual Meeting. If you are a shareholder of record, you may submit a proxy to authorize how your common shares are to be voted at the Annual Meeting. You can submit a proxy over the Internet following the instructions on the enclosed proxy card, by mail by signing, dating and returning the enclosed proxy card 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 or telephone 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 shareholder of record, your proxy card must be received by telephone or the Internet by 8:59 p.m. (Pacific Time)/11:59 p.m. (Eastern Time) on September 14, 2026 in order for your common 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 common shares. Submitting your proxy card 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 common shares in person at the Annual Meeting.


Can I change or revoke my vote after I return my proxy card?		Yes. If you are a shareholder of record, even after you have submitted your proxy card, you may change your vote by submitting a duly executed proxy bearing a later date in the manner and within the time described above under “How can I vote my common shares without attending the Annual Meeting?” (your latest voting instructions will be followed). If you are a Non-Registered Shareholder, please comply with the deadlines included in the voting instructions provided by the Intermediary that holds your common shares. If you are a holder of record, you may also revoke a previously deposited proxy (i) by an instrument in writing that is received by or at the Annual Meeting prior to the closing of the polls, (ii) by an instrument in writing provided to the chair of the Annual Meeting at the Annual Meeting or any continuation, postponement or adjournment thereof, or (iii) in any other manner permitted by law. The powers of the proxy holders will be suspended if you attend the Annual Meeting in person and so request, although attendance at the Annual Meeting will not by itself revoke a previously granted proxy.


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 proxy is solicited on behalf of the Board. If you are a shareholder of record, 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. If you are a Non-Registered Shareholder, see “What is a broker non-vote?” below. The Board has approved and recommends a vote: • “FOR” the election of each of the nominated directors: Gordon Crawford, Jon Feltheimer, Emily Fine, Michael T. Fries, John D. Harkey, Jr., Susan McCaw, Steven Mnuchin, Yvette Ostolaza, Mark H. Rachesky, M.D., Richard Rosenblatt and Harry E. Sloan (see page 8); • “FOR” the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 (see page 18); • “FOR” the proposal regarding an advisory vote to approve executive compensation (see page 19); and • “EVERY ONE YEAR” for the frequency for future advisory votes on executive compensation (see page 20). 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, with their discretionary authority and in accordance with their best judgment.



What vote is required to approve the election of each of the nominated directors?		Proposal 1: Directors are elected by a plurality of the common shares voting in person or by proxy, meaning that the eleven (11) nominees receiving the largest number of votes cast “FOR” by holders of common shares will be elected. Shareholders are not permitted to cumulate their common shares for purposes of electing directors. Note that if your common shares are held by a broker or nominee, such broker or nominee will not have authority to exercise their discretion, and will not be able to vote your common shares on Proposal 1 unless you provide instructions to them regarding how you would like your common shares to be voted. If such broker or nominee does not receive your instructions, and as a result is unable to vote your common shares on Proposal No. 1, this will result in a broker non-vote. For the purposes of determining the number of votes cast, only the common shares voting “FOR” or “WITHHOLD”, are counted. There is no minimum or maximum number of shares that must be cast for, or withheld from, any candidate nominated for election in order for that nominee to be elected. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote. Abstentions are not treated as votes cast and are not counted in the determination of the number of votes necessary for election of each of the nominated directors. Broker discretionary voting is not permitted. As a result, any shares not voted “FOR” a particular nominee (i.e., as a result of a “WITHHOLD” vote) will not be counted in such nominee’s favor.


What vote is required to approve the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm?		Proposal 2: The affirmative vote of at least a majority of the votes cast by holders of common 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 for the fiscal year ending March 31, 2027. Note that, because this proposal is considered a routine matter, if your common shares are held by a broker or nominee, such broker or nominee will have authority to exercise their discretion to vote your common shares on Proposal 2 if you do not provide instructions to them regarding how you would like your common shares to be voted. For the purposes of determining the number of votes cast, only shareholders voting “FOR” or “WITHHOLD” are counted. Abstentions are not treated as votes cast and are not counted in the determination of the number of votes necessary for the reappointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.


What vote is required to approve the proposal regarding an advisory vote to approve executive compensation?		Proposal 3: The affirmative vote of at least a majority of the votes cast by holders of common shares present or represented by proxy at the Annual Meeting is required for the non-binding advisory vote to approve executive compensation. Notwithstanding the vote required, Proposal 3 is advisory only and is not binding on the Company. Note that if your common shares are held by a broker or nominee, such broker or nominee will not have authority to exercise their discretion to vote your common shares on Proposal 3 unless you provide instructions regarding how you would like your common shares to be voted. If such broker or nominee does not receive your instructions, and as a result is unable to vote your common shares on Proposal No. 3, this will result in a broker non-vote. For purposes of determining the number of votes cast, only shares voting “FOR” or “AGAINST” are counted. Abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal 3.


What vote is required to approve the proposal regarding the frequency of future advisory votes on executive compensation?		Proposal 4: Shareholders’ choices for the frequency of advisory vote on executive compensation are limited to “EVERY ONE YEAR,” “EVERY TWO YEARS,” “EVERY THREE YEARS,” and “ABSTAIN” (“Proposal No. 4”). If no option receives the affirmative vote of at least a majority of the votes cast by common shares present in person or represented by proxy at the Annual Meeting, then the Board will consider the option receiving the highest number of votes as the preferred option of the shareholders. Notwithstanding the vote required, please be advised that Proposal No. 4 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 common 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 common shares on Proposal No. 4 unless you provide instructions regarding how you would like your common shares to be voted. If such broker or nominee does not receive your instructions, and as a result is unable to vote your common shares on Proposal No. 4, this will result in a broker non-vote. For purposes of determining the number of votes cast, only common shares voting “EVERY ONE YEAR,” “EVERY TWO YEARS,” or “EVERY THREE YEARS” are counted. 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 is a broker non-vote?		If you own shares through a broker in street name, you may instruct your broker how to vote your shares. A “broker non-vote” occurs when a broker submits a proxy for the Annual Meeting with respect to a discretionary matter but does not vote on non-discretionary matters because the beneficial owner did not provide voting instructions on those matters. Proposal 1, Proposal 3 and Proposal 4 presented at the Annual Meeting will be considered “non-routine” matters and brokers will not have discretionary voting authority to vote on any of the proposals presented at the Annual Meeting.


What is the effect of abstentions and broker non-votes?		Abstentions will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as “votes cast” either in favor of or against a particular proposal. To the extent broker non-votes arise in the circumstances noted above, such broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as “votes cast” either in favor of or against a particular proposal.


Who pays for the preparation of this proxy statement?		The Company will pay the cost of proxy solicitation, including the cost of preparing, assembling and mailing the proxy materials. In addition to the use of mail, the Company’s employees and advisors may solicit proxies personally and by telephone, facsimile, courier service, the Internet, e-mail, newspapers and other publications of general distribution. The Company’s employees will receive no compensation for soliciting proxies other than their regular salaries. The Company may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies, and the Company will reimburse those persons for their reasonable out-of-pocket expenses incurred in connection with these activities. The Company will compensate only independent third-party agents that are not affiliated with the Company but who solicit proxies. We have retained MacKenzie Partners, Inc., a third-party solicitation firm, to assist in the distribution of the proxy materials and solicitation of proxies on our behalf for an estimated fee of $25,000 plus reimbursement of certain out-of-pocket expenses.


May a shareholder 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 the Company’s next annual general and special meeting, we must receive your written proposal no later than March 30, 2027 (120 days prior to the anniversary date of this proxy statement). You should also be aware that any proposal made pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding inclusion of shareholder proposals in company-sponsored proxy materials must comply with the provisions of Rule 14a-8. 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 September 15, 2027, and must otherwise comply with the requirements of the BC Act. If you wish to recommend a director nominee, you must comply with the Company’s Articles and advance notice policy for director nominations. If the date of the Company’s next annual general meeting is advanced or delayed by more than thirty (30) days from the date of the Annual Meeting under U.S. laws, shareholder proposals intended to be included in the proxy statement for the Company’s next annual general meeting must be received by us within a reasonable time before we begin to print and mail the proxy statement for the Company’s next annual general 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 June 14, 2027, the proxies solicited by the Board for the Company’s next annual general meeting of shareholders will confer authority on the proxy holders to vote the common shares in accordance with the recommendations of the Board if the proposal is presented at the Company’s next annual general meeting of shareholders without any discussion of the proposal in the proxy statement for such meeting. If the date of the Company’s next annual general meeting is advanced or delayed more than thirty (30) days from the anniversary date of this year’s Annual Meeting, then the shareholder proposal must have been submitted to us within a reasonable time before we mail the proxy statement for next year’s annual general 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 sixty (60) days prior to the anniversary date of this year’s Annual Meeting, or if the date of the next annual general meeting has changed by more thirty (30) days from the anniversary date of this year’s Annual Meeting, by the later of sixty (60) days prior to the date of the Company’s next annual general meeting or the tenth (10th) day following the day on which public announcement of the date of the Company’s next annual general meeting is first made by us.


What does it mean if I receive more than one proxy statement or proxy card?		If you receive multiple copies of this proxy statement or the accompanying proxy card, your common shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each proxy card or voting instruction form, as applicable, to ensure that all of your common shares are voted.


Who can I contact if I have questions about the Annual Meeting?		Shareholders who have questions about deciding how to vote should contact their financial, legal or professional advisors. For any queries referencing information in this proxy statement or in respect of voting your common shares, please call MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 or email [email protected].


Where can I find the voting results of the Annual Meeting?		We intend to announce preliminary voting results at the Annual Meeting and disclose final voting results in a Current Report on Form 8-K to be filed with the SEC and on SEDAR+ at www.sedarplus.ca within four business days following the Annual Meeting.



GORDON CRAWFORD
Age: 79 Independent Director Since: May 2025 Committee Membership: Audit & Risk Committee, Transaction Committee 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. Mr. Crawford served as a director of Legacy Lionsgate Studios from May 2024 to May 2025, and as a director of Old Lionsgate Parent from February 2013 to May 2025.
		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 make Mr. Crawford a valuable member of the Board.



JON FELTHEIMER
Age: 74 Director Since: May 2025 Position with the Company: Chief Executive Officer Residence: Los Angeles, California		Business Experience Mr. Feltheimer is the Chief Executive Officer of Lionsgate since May 2025. During his entertainment industry career, Mr. Feltheimer has held leadership positions at Lions Gate Entertainment Corp., 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, shepherding a string of hit television shows and leading the television group’s launch of nearly 30 branded channels around the world. Mr. Feltheimer has received MIPCOM’s prestigious “Personality of The Year” Award, was inducted into Broadcasting & Cable’s Hall of Fame, received NATPE’s coveted Brandon Tartikoff Legacy Award, the Producer’s Guild of America Milestone Award and the Simon Wiesenthal Center Humanitarian of the Year Award. Other Directorships Mr. Feltheimer is a director of Grupo Televisa, S.A.B. (NYSE: TV; BMV: TLEVISA CPO). Mr. Feltheimer served as a director of Legacy Lionsgate Studios from May 2024 to May 2025, and a director of Old Lionsgate Parent from January 2000 to May 2025 (where he also served as Chief Executive Officer from March 2000 to May 2025).
		Qualifications Under Mr. Feltheimer’s leadership, Lionsgate has grown into one of the world’s leading independent content platforms with a more than 20,000-title film and television library, a valuable portfolio of brands and franchises and a reputation for innovation. As Lionsgate’s Chief Executive Officer, 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.



EMILY FINE*
Age: 52 Independent Director Since: May 2025 Committee Membership: Nominating and Corporate Governance Committee Residence: New York, New York * Ethnic/gender diverse		Business Experience Ms. Fine is a principal 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 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 is a director of Starz Entertainment Corp. (NASDAQ: STRZ) since May 2025, where she is a member of the Nominating and Corporate Governance Committee and the Compensation and Talent Committee. Ms. Fine also serves on the Board of Directors of Rumie Initiative, a non-profit organization dedicated to providing access to free educational content through digital microlearning. Ms. Fine served as a director of Legacy Lionsgate Studios from May 2024 to May 2025, and as a director of Old Lionsgate Parent from November 2015 to May 2025.
		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 fifteen years. Investor Rights Agreement Ms. Fine serves as a designee of MHR Fund Management under the Investor Rights Agreement (discussed under the heading Certain Relationships and Related Transactions below).



MICHAEL T. FRIES
Age: 63 Independent Director Since: May 2025 Committee Membership: Compensation Committee, Transaction Committee Residence: Denver, Colorado		Business Experience Mr. Fries has served as the Chief Executive Officer of Liberty Global (NASDAQ: LBTYA, LBTYB, LBTYK) since June 2005 and is also Chairman of the Board of Directors of Liberty Global. Mr. Fries was a co-Founder and Chief Executive Officer of UnitedGlobalCom LLC (“UGC”) until the businesses of UGC and Liberty Media International, Inc. were combined to form Liberty Global in 2005. Other Directorships Mr. Fries has been Chairman of Sunrise Communications AG in Switzerland (SWX: SUNN) since November 2024 and Executive Chairman of Liberty Latin America Ltd. (NASDAQ: LILA) since December 2017 (both formerly 100% owned by Liberty Global), and a director of Grupo Televisa S.A.B. (NYSE: TV; BMV: TLEVISA CPO) since April 2015. Mr. Fries serves as a board member of GSMA and CableLabs^®, as a trustee and finance committee member of The Paley Center for Media and as a Digital Communications Governor of the World Economic Forum. Mr. Fries served as a director of Legacy Lionsgate Studios from May 2024 to May 2025, and as a director of Old Lionsgate Parent from November 2015 to May 2025.
		Qualifications As Chairman and Chief Executive Officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen its growth into a world leader in converged broadband, mobile and video communications and an active investor in cutting-edge infrastructure, media and technology businesses. Liberty Global delivers next-generation products through advanced fiber and 5G networks in four core European markets, providing 80 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 approximately $18 billion, while remaining operations generate consolidated revenue of more than $4 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. 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 contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of Lionsgate’s business, and strengthens the Board’s collective qualifications, skills and attributes. Investor Rights Agreement Mr. Fries serves as the designee of Liberty Global under the Investor Rights Agreement (discussed under the heading Certain Relationships and Related Transactions below).



JOHN D. HARKEY, JR.
Age: 65 Independent Director Since: May 2025 Committee Membership: Audit & Risk Committee (Chair) 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 restaurants company, since 1998. Mr. Harkey is also a co-founder, and has served on the board of directors, of Cessation Therapeutics, a developer of vaccines for addictions to fentanyl, heroin and nicotine, since June 2018. Mr. Harkey is also a co-founder and executive chairman of the board of Dialectic Therapeutics, Inc. which is developing cancer immunotherapies, since November 2018. 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 as chairman of privately-held Veterinary Service, Inc., as well as several non-profit organizations. He 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, Emisphere Technologies, Inc. until its acquisition by Novo Nordisk in December 2020, and Zuora, Inc. until its acquisition by Silver Lake in February 2025. Mr. Harkey also served as a director of Legacy Lionsgate Studios from May 2024 to May 2025, and as a director of Old Lionsgate Parent from June 2023 to May 2025.
		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’s 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 under the heading Certain Relationships and Related Transactions below).



SUSAN MCCAW*
Age: 64 Independent Director Since: May 2025 Committee Membership: Audit & Risk Committee, Compensation Committee Residence: North Palm Beach, Florida * Ethnic/gender diverse		Business Experience Ms. McCaw is 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 the chair of the Hoover Institution and a board member of the Ronald Reagan Presidential Foundation & Institute. 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. Ms. McCaw holds a Bachelor’s Degree in Economics from Stanford University and a Masters of Business Administration from Harvard Business School. Ms. McCaw served as a director of Legacy Lionsgate Studios from May 2024 to May 2025, and as a director of Old Lionsgate Parent from September 2018 to May 2025. Ms. McCaw also served as a director of Air Lease Corporation (formerly NYSE: AL) from November 2019 until April 2026, when Air Lease was acquired by Sumitomo Corporation.
		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’s experience both as an investor and diplomat brings broad and meaningful insight to the Board’s oversight of Lionsgate’s business.



STEVEN MNUCHIN
Age: 63 Independent Director Since: January 2026 Committee Membership: Compensation Committee (Chair), Transaction Committee Residence: Los Angeles, California		Business Experience Secretary Steven T. Mnuchin is the Managing Partner of Liberty Strategic Capital, a Washington, DC-based private equity firm focused on strategic investments in technology, financial services and fintech, and new forms of content. Prior to founding Liberty Strategic Capital, Mr. Mnuchin served as the 77th Secretary of the Treasury from February 2017 through January 2021. As Secretary, Mr. Mnuchin was responsible for leading the U.S. Treasury, whose mission is to maintain a strong economy, foster economic growth, and create job opportunities by promoting the conditions that enable prosperity at home and abroad. He was also responsible for strengthening national security by combating economic threats and protecting the U.S. financial system, as well as managing the U.S. government’s finances. Mr. Mnuchin also oversaw cybersecurity for the financial services sector and all Treasury bureaus including the IRS. Secretary Mnuchin played a pivotal role in shaping and advancing the President’s economic agenda, including the passage and implementation of the Tax Cuts and Jobs Act and the CARES Act. He also led the Treasury Department’s regulatory reform efforts. Secretary Mnuchin was chair of the Committee on Foreign Investment in the United States (CFIUS) and was a member of the National Security Council. He was responsible for using economic tools to combat terrorist financing and other threats to the United States and its allies. Prior to his confirmation, he served as Founder, Chairman, and Chief Executive Officer of Dune Capital Management. He founded OneWest Bank Group LLC and served as its Chairman and Chief Executive Officer until its sale to CIT Group Inc. Earlier in his career, Secretary Mnuchin worked at The Goldman Sachs Group, Inc., where he was a Partner and served as Chief Information Officer, with responsibility for the firm’s global information and technology strategy and operations. He has extensive experience in global financial markets and investments. Secretary Mnuchin is committed to philanthropic activities and previously served as a member of the board of directors of the Museum of Contemporary Art Los Angeles (MOCA), the Whitney Museum of Art, the Hirshhorn Museum and Sculpture Garden on the National Mall, the UCLA Health System, the New York Presbyterian Hospital, and the Los Angeles Police Foundation. Secretary Mnuchin was born and raised in New York City. He holds a BA from Yale University. Other Directorships Secretary Mnuchin is a director of Flagstar Bank, N.A. (NYSE: FLG, FLG-PA, FLG-PU) since March 2024, where he serves as the Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee and Executive Committee, and a director of Satellogic Inc. (NASDAQ: SATL, SATLW) since February 2022, where he serves as Chairman of the Board and the Chair of the Finance Committee. Secretary Mnuchin also currently serves on the boards of directors of Liberty Strategic Capital portfolio companies LevelBlue and Zimperium, Inc.
		Qualifications With extensive experience in corporate finance, investment banking, technology, government service and the media and entertainment industry, Secretary Mnuchin provides valuable strategic insight to the Board. The breadth of his financial, operational and entertainment sector expertise, combined with his leadership across multiple sectors, makes him a highly valuable and effective member of the Board. Investor Rights Agreement Secretary Mnuchin serves as a designee of Liberty Strategic Capital under the Governance, Standstill and Voting Agreement (discussed under the heading Certain Relationships and Related Transactions below).



YVETTE OSTOLAZA*
Age: 61 Independent Director Since: May 2025 Committee Membership: Nominating and Corporate Governance Committee (Chair) Residence: Dallas, Texas * Ethnic/gender diverse		Business Experience Since October 2013, Ms. Ostolaza has been a partner at Sidley Austin LLP, a 160-year-old global law firm with 21 offices located in four continents and over $3.8 billion in revenue. She currently serves as Chair of Sidley’s Management Committee 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. She regularly advises companies and boards in governance, crisis management, internal investigations, and litigation matters. Ms. Ostolaza was named to CNBC’s 2024 inaugural list of 50 “Changemakers: Women Transforming Business” and Forbes 2024 and 2025 America’s Top 200 Lawyers. She has received awards for her leadership, legal work, and community involvement, including the American Bar Association’s Margaret Brent Award in 2023, Girls, Inc.’s “Woman of Achievement” award, Hispanic National Bar Law Firm Leader of 2022, Texas Lawyer’s Lifetime Achievement Award, and one of 20 “Women of Excellence” nationally by Hispanic Business magazine. Other Directorships Ms. Ostolaza served as a director of Legacy Lionsgate Studios from May 2024 to May 2025, and as a director of Old Lionsgate Parent from December 2019 to May 2025.
		Qualifications Ms. Ostolaza has dedicated 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: 67 Independent Director Since: May 2025 Committee Membership: Chair of the Board, Compensation Committee, Transaction Committee Residence: New York, New York		Business Experience Dr. Rachesky is Founder and Chief Investment Officer 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 across a variety of industries. Other Directorships Dr. Rachesky is a director and a member of the Compensation and Talent Committee of Starz Entertainment Corp. (NASDAQ: STRZ) since May 2025, 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. Dr. Rachesky served as a director of Legacy Lionsgate Studios from May 2024 to May 2025, and as a director of Old Lionsgate Parent from September 2009 to May 2025.
		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, 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 under the heading Certain Relationships and Related Transactions below).



RICHARD ROSENBLATT
Age: 57 Independent Director Since: May 2025 Committee Membership: Nominating and Corporate Governance Committee, Transaction Committee Residence: Los Angeles, California		Business Experience Mr. Rosenblatt is a serial entrepreneur who has built, operated, taken public and/or sold several high-profile Internet media companies including Demand Media Inc., Intermix Media, Inc., Myspace LLC and iMall. Mr. Rosenblatt has continued his entrepreneurial journey by co-founding several tech/media companies, such as Whip Media Group (where he served as Chair and Chief Executive Officer from January 2014 to October 2023), Autograph with his Co-Chairman Tom Brady, in February 2021 and acquired FUTURE, in January 2025, to create the leading fitness platform powered by AI. In December 2021, Mr. Rosenblatt also Co-Founded and Chaired Adim with Robert McElhenney, which is a Web3 platform that connects premium content to content creators. Adim was renamed INCENTION, with a focus on bringing IP to the blockchain for safe and protected development by the IP’s fans/community. In June 2026, INCENTION was merged with and into FaZe Media, Inc. Mr. Rosenblatt serves as senior advisor to a number of firms, including Draft Kings Inc. (Nasdaq: DKNG) (“DraftKings”) and Fifth Down Capital. Fortune Magazine has recognized him as one of “The 50 Smartest People in Tech” and The Los Angeles Business Journal named Mr. Rosenblatt one of the “Most Admired CEOs.” A Southern California native, Mr. Rosenblatt holds a B.A. from UCLA and a J.D. from USC Law School. In 2016, he was inducted into the USC Marshall School of Business Entrepreneurs Hall of Fame. Other Directorships Mr. Rosenblatt served on the Board of Directors of Draft Kings from April 2020 to April 2021 (and its predecessor from January 2018 to April 2020). Mr. Rosenblatt also serves on the Board of Directors of Imagine Entertainment.
		Qualifications Mr. Rosenblatt’s extensive experience as an executive in the media and entertainment industry and experience guiding companies through transformational events, positions him to provide valuable strategic insight and leadership to the Board.



HARRY E. SLOAN
Age: 76 Independent Director Since: May 2025 Committee Membership: Transaction Committee (Chair), Compensation 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 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, Draft Kings, Inc. (Nasdaq: DKNG) and Skillz Inc. (NYSE: SKLZ). Eagle Equity has also been behind: Screaming Eagle Acquisition Corp. (NASDAQ: SCRM), which completed a business combination with Lionsgate Studios Corp. (formerly trading on the Nasdaq Stock Market under the ticker symbol LION) in May 2024; 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”); Bold Eagle Acquisition Corp. (NASDAQ: BEAGU), which raised $250 million in October 2024; and Infinite Eagle, which raised $345 million in January 2026. 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 award-winning studio acquired by Microsoft in March 2021. 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 Old Lionsgate Parent and served as Old Lionsgate Parent’s Non-Executive Chairman from 2004 to 2005. In May 2023, Mr. Sloan was appointed by President Biden 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. Mr. Sloan served as a director of Legacy Lionsgate Studios from May 2024 to May 2025, and as a director of Old Lionsgate Parent from December 2021 to May 2025. Mr. Sloan also served as a director of Starz from May 2025 to May 2026.
		Qualifications Mr. Sloan’s extensive experience as an international media investor, entrepreneur and studio executive makes him well qualified to serve on the Board.


Human Capital Strategy		• We are dedicated to attracting, developing and retaining talented employees with a broad range of experiences, skills and perspectives across all aspects of our business. Our goal is to foster a workplace in which all employees feel empowered to contribute and succeed, regardless of their personal characteristics protected by applicable law. • We maintain the following recruitment and hiring initiatives: • Internship programs designed to broaden and strengthen the talent pipeline across the entertainment industry. • Fair hiring practices intend to attract the best talent in the industry through an equal and accessible approach. Key components of the framework include hiring training, qualified candidate slates, and cross-functional interview panels. • Supplier program designed to expand and strengthen relationships with a broad range of innovative, high-quality, and cost-effective suppliers while enhancing the competitiveness of our procurement activities.

Employee Resource Groups		• We sponsor several Employee Resource Groups (“ERGs”) which are voluntary, employee-led groups that are open to all employees, regardless of their background. ERGs provide opportunities for employees to establish a greater presence at Lionsgate and an opportunity to develop leadership skills, build professional networks and engage across the Company’s various business units and levels. Our ERGs focus on a variety of topics, including professional development, mentorship, community engagement, and shared interests, and are designed to support employee connection and career growth.

Community Involvement		• We are committed to responsible corporate citizenship and making a meaningful impact in both local and global communities through Lionshares, our employee volunteer program. Lionshares provides opportunities for employees to engage with a wide range of charitable organizations, fostering connection and service. • We maintain a Corporate Sponsorship Committee that guides philanthropic initiatives across Lionsgate, with a focus on supporting organizations and activities that address economic hardship and promote broader social impact. • We encourage employees to actively participate in the nonprofit sector—whether by volunteering their time, serving on boards, or leading charitable initiatives. We recognize that employee-driven efforts often foster the most authentic and lasting connections within our communities, and we proudly support these contributions as part of our broader commitment to social impact. • We support employee philanthropic efforts through a corporate matching program for eligible nonprofit organizations. • We regularly assess the impact of our corporate giving and volunteer efforts to help inform future community engagement activities.


Board of Directors		At regularly scheduled Board meetings, management presents key risks facing the Company. The Company’s Chief Executive Officer and other senior executives provide strategic and operational reports, including risk assessments relating to the Company’s operating segments; the Company’s Vice Chair reports on the Company’s investment portfolio and financing activities, including current and prospective sources and uses of capital; the Company’s Chief Financial Officer addresses credit and liquidity risks, tax planning strategies, the integrity of internal controls over financial reporting, and internal audit matters; and the Company’s General Counsel provides updates on legal and regulatory risks and reviews material litigation. Additionally, the Board receives reports from its standing committees, which may include risk-related matters initially overseen at the committee level and, as appropriate, evaluated for broader Board consideration. Between meetings, the Board also receives periodic updates on specific areas of risk, such as cyclical or other risks not addressed in the ordinary course.

Board Committees		The Board delegates certain risk oversight responsibilities to its standing committees, each of which reports regularly to the Board. Audit & Risk Committee: The Audit & Risk Committee is primarily responsible for overseeing 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, as appropriate, the Company’s guidelines and policies regarding financial risk exposure, financial statement risk assessment, and risk management with management, the internal auditor, and the 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 major risks to the business and their relative weight; (iii) when necessary, assesses management’s response to failures, if any, in compliance with established risk management policies and procedures; (iv) reviews the Company’s insurance policies, including directors’ and officers’ liability insurance; (v) reviews the significant internal audit reports and management’s responses; (vi) reviews the Company’s risk disclosure in SEC filings; and (vii) provides oversight over the Company’s information technology and cybersecurity risks, policies and procedures. Compensation Committee: The Compensation Committee monitors risks related to the Company’s compensation policies and practices, including those associated with incentive-based and equity-based compensation plans, and other executive or Company-wide incentive programs. Nominating and Corporate Governance Committee: The Nominating and Corporate Governance Committee oversees risk related to corporate governance practices, including Board independence, director and management succession planning, and the Company’s activities and practices regarding corporate responsibility and environmental, social and related governance matters. Transaction Committee. The Transaction Committee monitors and evaluates risks related to proposed corporate transactions, including strategic alignment, financial exposure, legal and regulatory compliance, and integration considerations.


	Committee Membership

Name	Audit & Risk Committee	Compensation Committee	Nominating and Corporate Governance Committee	Transaction Committee

Gordon Crawford	✓			✓

Jon Feltheimer

Emily Fine			✓

Michael T. Fries		✓		✓

John D. Harkey, Jr.

Susan McCaw	✓	✓

Steven Mnuchin				✓

Yvette Ostolaza

Mark H. Rachesky, M.D.		✓		✓

Richard Rosenblatt			✓	✓

Harry E. Sloan		✓



AUDIT & RISK COMMITTEE
Current Members: John D. Harkey, Jr. (Chair) Gordon Crawford Susan McCaw Meetings held in fiscal 2026: 4 Independent/Financially Literate: Each member is independent and financially literate. Financial Expert: John D. Harkey, Jr.		The Audit & Risk Committee is governed by a written charter adopted by the Board, which is available on our website at http://investors.lionsgate.com/governance/governance-documents or may be obtained in print, without charge, by any shareholder upon request to our Corporate Secretary. Pursuant to its charter, the duties and responsibilities of the Audit & Risk Committee include, among other matters, the following: • overseeing the integrity of the Company’s financial statements, accounting and financial reporting processes; • overseeing the Company’s exposure to risk and compliance with legal and regulatory requirements; • overseeing the independent auditor’s qualifications and independence; • overseeing the performance of the Company’s internal audit function and independent auditor; • overseeing the development, application and execution of all the Company’s risk management and risk assessment policies and programs; • preparing the reports required by applicable SEC and Canadian securities commissions’ disclosure rules; and • reviewing and providing oversight over the Company’s information technology and cybersecurity risk, policies and procedures. The Board has determined that each member of the Audit & Risk Committee qualifies as an “independent” director under the New York Stock Exchange (the “NYSE”) listing standards and the enhanced independence standards applicable to audit committee members pursuant to Rule 10A-3(b)(1) under the Exchange Act, and that each member of the Audit & Risk Committee is “independent” and “financially literate” as prescribed by the NYSE and Canadian securities laws, regulations, policies and instruments. Additionally, the Board has determined that Mr. Harkey is an “audit committee financial expert” under applicable SEC rules and has “accounting or related financial management expertise” under the NYSE listing standards.



COMPENSATION COMMITTEE
Current Members: Steven Mnuchin* (Chair) Michael T. Fries Susan McCaw Mark H. Rachesky, M.D. Harry E. Sloan Meetings held in fiscal 2026: 3 * Joined in May 2026		The Compensation Committee is governed by a written charter adopted by the Board, which is available on our website at http://investors.lionsgate.com/governance/governance-documents or may be obtained in print, without charge, by any shareholder upon request to our Corporate Secretary. Pursuant to its charter, the duties and responsibilities of the Compensation Committee include, among other matters, the following: • reviewing, evaluating and making recommendations to the Board with respect to management’s proposals regarding the Company’s overall compensation policies and practices and overseeing the development and implementation of such policies and practices; • evaluating the performance of and reviewing and approving the level of compensation for our Chief Executive Officer and Vice Chair; • in consultation with our Chief Executive Officer, considering and approving the selection, retention and remuneration arrangements for other executive officers and employees of the Company with compensation arrangements that meet the requirements for Compensation Committee review, and establishing, reviewing and approving compensation plans in which such executive officers and employees are eligible to participate; • reviewing and recommending for adoption or amendment by the Board and, when required, the Company’s shareholders, incentive compensation plans and equity compensation plans and administering such plans and approving award grants thereunder to eligible persons; and • reviewing and recommending to the Board compensation for Board and committee members.



NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Current Members: Yvette Ostolaza (Chair) Emily Fine Richard Rosenblatt Meetings held in fiscal 2026: 6		The Nominating and Corporate Governance Committee is governed by a written charter adopted by the Board which is available on our website at http://investors.lionsgate.com/governance/governance-documents or may be obtained in print, without charge, by any shareholder upon request to our Corporate Secretary. Pursuant to its charter, the duties and responsibilities of the Nominating and Corporate Governance Committee include, among other matters, the following: • identifying, evaluating and recommending individuals qualified to become members of the Board, consistent with criteria approved by the Board; • considering and recommending to the Board the director nominees for each annual meeting of shareholders, the Board committees and the Chairpersons thereof; • periodically reviewing the Company’s activities and practices regarding corporate responsibility and environmental, social and related governance (“ESG”) matters that are significant to the Company, oversee the Company’s public reporting on these topics and receive updates from the Company’s management committee responsible for significant ESG activities; • reviewing the Company’s human capital management policies, programs and initiatives focused on the Company’s culture, talent development and retention; • developing and recommending to the Board a set of corporate governance guidelines applicable to the Company and assisting in the oversight of such guidelines; • overseeing the evaluation of the Board and management; and • monitoring and making recommendations with respect to succession planning for the Company’s Chief Executive Officer and other officers. The nominees for the Annual Meeting were recommended for selection by the Nominating and Corporate Governance Committee and were selected by the Board. The Nominating and Corporate Governance Committee did not engage a third party to identify or assist it in identifying or evaluating potential nominees to the Board. The Board has determined that each member of the Nominating and Corporate Governance Committee qualifies as an “independent” director under the NYSE listing standards.



TRANSACTION COMMITTEE
Current Members: Harry E. Sloan (Chair) Gordon Crawford Michael T. Fries Steven Mnuchin* Richard Rosenblatt Mark H. Rachesky, M.D. Meetings held in fiscal 2026: 4 * Joined in May 2026		The Transaction Committee is governed by a written charter adopted by the Board which is available on Lionsgate’s website at https://investors.lionsgate.com/governance/governance-documents or may be obtained in print, without charge, by any shareholder upon request to Lionsgate’s Corporate Secretary. Pursuant to its charter, the Transaction Committee is responsible for evaluating potential strategic transactions, overseeing related communications and negotiations, and making recommendations to the Board regarding any proposed transaction. Each member of the Transaction Committee qualifies as an “independent” director under the NYSE listing standards.


Name	Age	Position

Jon Feltheimer	74	Chief Executive Officer

Michael Burns	67	Vice Chair

James W. Barge	70	Chief Financial Officer

Brian Goldsmith	53	Chief Operating Officer

Bruce Tobey	67	Executive Vice President and General Counsel


Michael Burns		Mr. Burns has been our Vice Chair since May 2025. From March 2000 to May 2025, Mr. Burns served as the Vice Chair of Old Lionsgate Parent, and from May 2024 to May 2025, as the Vice Chair of Legacy Lionsgate Studios. Mr. Burns served for nine years as Managing Director and Head of Office at Prudential Securities’ Los Angeles Investment Banking Office from 1991 to March 2000, specializing in raising equity within the media and entertainment industry. Prior to joining Prudential, he spent nine years at Shearson/American Express (now Morgan Stanley) in New York and Los Angeles.

James W. Barge		Mr. Barge has been Lionsgate’s Chief Financial Officer since May 2025. From October 2013 to May 2025, Mr. Barge served as Chief Financial Officer of Old Lionsgate Parent, and from May 2024 to May 2025, as Chief Financial Officer of Legacy Lionsgate Studios. From October 2010 to November 2012, Mr. Barge served as the Executive Vice President, Chief Financial Officer of Viacom, Inc. (having served as its Executive Vice President, Controller, Tax and Treasury since January 2008), where he was responsible for overseeing all aspects of the company’s global finances and capital structure, as well as information technology, risk management and internal audit activities. Prior to joining Viacom, Mr. Barge served as Senior Vice President, Controller and Chief Accounting Officer (from October 2002 to December 2007) and Vice President and Controller (from February 2000 to October 2002) of Time Warner Inc., where he was responsible for the company’s overall financial planning, reporting and analysis, including budgeting and long-range planning, and led several shared service and global process improvement initiatives. Mr. Barge joined Time Warner in March 1995 as Assistant Controller. Prior to joining Time Warner, Mr. Barge held several positions at Ernst & Young, including Area Industry Leader of the Consumer Products Group and National Office Partner, where he was responsible for the resolution of SEC accounting and reporting issues. Mr. Barge is the lead Independent Director, Chair of the Audit Committee and a member of the Nominating and Governance Committee of Scholastic Corporation (NASDAQ: SCHL).

Brian Goldsmith		Mr. Goldsmith has been our Chief Operating Officer since May 2025. From October 2012 to May 2025, Mr. Goldsmith served as Chief Operating Officer of Old Lionsgate Parent, and its Executive Vice President, Corporate Development and Strategy, from September 2008 to October 2012. From May 2024 to May 2025, Mr. Goldsmith served as Chief Operating Officer of Legacy Lionsgate Studios. Prior to that, Mr. Goldsmith served as Chief Operating Officer and Chief Financial Officer of Mandate Pictures and its predecessor company Senator International, joining Old Lionsgate Parent after its September 2007 acquisition of Mandate. Previously, Goldsmith worked as a financial analyst and strategic planner at Sony Pictures, beginning his career as a financial analyst at Merrill Lynch.

Bruce Tobey		Mr. Tobey has been our Executive Vice President and General Counsel since May 2025. From March 2023 to May 2025, Mr. Tobey served as Executive Vice President and General Counsel of Old Lionsgate Parent, and from May 2024 to May 2025, as Executive Vice President and General Counsel of Legacy Lionsgate Studios. Prior to that, Mr. Tobey served as Partner and Head of the Entertainment, Sports and Media Department at O’Melveny & Myers LLP, where he worked from August 2012 to March 2023. Prior to joining O’Melveny & Myers LLP, Mr. Tobey served as Chief Operating Officer at CBS Films from March 2007 to December 2010, as Executive Vice President at Paramount Pictures Corporation from February 2001 to August 2005, and as a partner at Troop Steuber Pasich Reddick & Tobey, LLP (and its predecessor firm), where he worked from May 1986 to March 2000.


Named Executive Officer		Position

Jon Feltheimer		Chief Executive Officer

Michael Burns		Vice Chair

James W. Barge		Chief Financial Officer

Brian Goldsmith		Chief Operating Officer

Bruce Tobey		Executive Vice President and General Counsel


				STOCK PERFORMANCE

				May 7, 2025* to June 30, 2026 * First day of trading of “LION” on the New York Stock Exchange.


				WHO WE ARE



				(1) Includes wide-release, multi-platform and direct-to-platform titles. (2) Fiscal year ended March 31, 2026. (3) Includes scripted television, unscripted television, programming syndicated by wholly-owned subsidiaries Debmar/Mercury and Pilgrim Media Group, and distribution as of March 31, 2026. Does not include 3 Arts Entertainment executive-produced series. (4) Average across scripted and unscripted content from fiscal 2019 through March 31, 2026; does not include programming syndicated by Debmar/Mercury. (5) Fiscal year ended March 31, 2026; includes film and television revenues; reported library revenue defined as revenue earned after first cycle of sales which generally includes theatrical revenue, first six months of home entertainment sales, first pay television contract and minimum guarantees from first international sales.



FILM PROPERTIES

	• Over $1 billion global box office • Record-breaking opening weekend of $97 million domestic and $218 million global box office, best ever for a musical biopic • Highest grossing biopic ever • Highest Lionsgate grossing movie ever	• 5 films • $3 billion+ global box office • 6th film, The Hunger Games: Sunrise on the Reaping (November 20, 2026) • Stage play (London)

	• 4 films • $1 billion+ global box office • 5th film in development • Spinoff film, Caine in development • Television series: The Continental, John Wick: Under the High Table upcoming • John Wick AAA game in development • The John Wick Experience (Las Vegas)	• 5 films • $3 billion+ global box office • Television series: Midnight Sun (straight-to-series ordered at Netflix) • Twilight world concert tour upcoming • Roblox IP partnership

	• $10 films • $1 billion+ global box office • Saw Escape Room (Las Vegas) • Saw the Ride (London) • Partnered with Blumhouse/Atomic Monster to revitalize Saw, reuniting franchise with co-creators James Wan and Leigh Whannell	• 3 films • $900 million+ global box office • 4th film in development • Live magic touring show

	• 440 million+ global box office • 6 Academy Awards • La La Land world concert tour • Broadway musical in development	• $200 million+ global box office (1st film) • 3rd film in development • Library bestseller • Broadway musical in development




				Key Television Series Renewals Secured renewals for 12 of 13 current scripted series, television slate set to nearly double the number of episodic deliveries from fiscal 2026 to fiscal 2027						Separation of Lionsgate and Starz Completed separation of Lionsgate Studios Corp. (NYSE: LION) and Starz Entertainment Corp. (NASDAQ: STRZ) into standalone, publicly-traded companies

				* Adjusted OIBDA is a non-GAAP financial measure; please refer to Exhibit A for a definition of Adjusted OIBDA and a reconciliation to the most comparable GAAP measure.



						COMPENSATION PROGRAM GOALS AND PRINCIPLES

						• Attract, retain, and motivate high-caliber executive talent in a highly competitive industry • Align executive compensation with performance and shareholder interests • Promote long-term value creation through a balanced and disciplined compensation framework • Maintain appropriate level of “at-risk” compensation				• Maintain a strong “clawback” policy • No tax gross-ups on severance or other change in control benefits • No repricing or buyouts of underwater stock options/SARs without shareholder approval • Utilize “double trigger” change in control provisions that provide benefits only upon a qualified termination in connection with a change in control

						COMPENSATION COMMITTEE PRACTICES

						• Engage in proactive, transparent, and ongoing investor communication • Evaluate the cost and potential dilutive impact of equity-based compensation • Inform compensation decisions through the use of relevant peer group and industry survey data				• Apply performance metrics consistently across the organization, including for executive officers • Incorporate independent advice from the Company’s compensation consultant, Pay Governance