8-K

STARZ ENTERTAINMENT CORP /CN/ (STRZ)

8-K 2022-09-14 For: 2022-09-13
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 13, 2022

Lions Gate Entertainment Corp.

(Exact name of registrant as specified in charter)

British Columbia, Canada

(State or Other Jurisdiction of Incorporation)

1-14880 N/A
(Commission File Number) (IRS Employer Identification No.)

(Address of principal executive offices)

250 Howe Street, 20th Floor

Vancouver, British Columbia V6C 3R8

and

2700 Colorado Avenue

Santa Monica, California 90404

Registrant’s telephone number, including area code: (877) 848-3866

No Change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Class A Voting Common Shares, no par value per share LGF.A New York Stock Exchange
Class B Non-Voting Common Shares, no par value per share LGF.B New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 13, 2022, Lions Gate Entertainment Corp. (the “Company”) held the Company’s Annual General and Special Meeting of Shareholders (the “Annual Meeting”) to consider and vote upon the election of each of the nominated directors to the Company’s Board of Directors (the “Board”), the reappointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023, and an advisory vote to approve executive compensation. For more information about the proposals considered and voted upon at the Annual Meeting, please see the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 28, 2022.

At the Annual Meeting, 90.0% of the Company’s Class A Voting Common Shares (“Class A Shares”) entitled to vote at the Annual Meeting were represented in person or by proxy at the Annual Meeting. Based on the results of the vote, and consistent with the recommendation of the Board, the shareholders voted to elect all of the Company's director nominees, approved the re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023, and approved the advisory vote on executive compensation.

The number of votes cast for or withheld from the election of each director and the number of votes cast for or against or abstaining from the other matters voted upon is also set forth below. The voting results disclosed below are final and have been certified by Broadridge Financial Solutions, the independent Inspector of Elections.

Election of Directors Number of Shares<br><br>Voted For Number of Shares<br><br>Withheld Percentage of Shares Voted “For” of Shares Voted
Michael Burns 67,806,891 482,267 99.29%
Mignon Clyburn 67,682,585 606,573 99.11%
Gordon Crawford 67,945,741 343,417 99.50%
Jon Feltheimer 67,861,640 427,518 99.37%
Emily Fine 64,097,343 4,191,815 93.86%
Michael T. Fries 46,708,937 21,580,221 68.40%
Susan McCaw 66,691,872 1,597,286 97.66%
Yvette Ostolaza 58,168,771 10,120,387 85.18%
Mark H. Rachesky, M.D. 65,028,060 3,261,098 95.22%
Daryl Simm 66,572,802 1,716,356 97.49%
Hardwick Simmons 67,188,239 1,100,919 98.39%
Harry E. Sloan 57,500,892 10,788,266 84.20%
Number of<br><br>Shares<br><br>Voted For Number of<br><br>Shares<br><br>Voted Withheld Percentage of Shares Voted<br><br>“For” of Shares Voted
--- --- --- ---
Re-Appointment of Ernst & Young LLP 73,448,372 1,531,597 97.96%
Number of Shares<br><br>Voted For Number of Shares<br><br>Voted Against Number of Shares<br><br>Abstained Percentage of Shares Voted “For” of Shares Voted
--- --- --- --- ---
Advisory Vote to Approve Executive Compensation 65,758,714 2,479,717 50,727 96.29%

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 14, 2022 LIONS GATE ENTERTAINMENT CORP.
(Registrant)
By: /s/ Corii D. Berg
Name: Corii D. Berg
Title: General Counsel