STRZ 8-K
Starz Entertainment Corp /Cn/ (STRZ)
8-K
2026-05-18
For: 2026-05-15
View Original
Added on
May 18, 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): May 15, 2026
(Exact name of registrant as specified in its charter)
| N/A | ||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(604 ) 648-6559
(Registrant’s telephone number, including area code)
N/A
(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 | ||||||||||||
| (Nasdaq Global Select Market) | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company 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 May 15, 2026, Starz Entertainment Corp, a corporation organized under the laws of the province of British Columbia, Canada (hereinafter the “Company”), held its 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 December 31, 2026, an advisory vote on the frequency of future say‑on‑pay votes, and an advisory vote to approve executive compensation. The proposals are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 2, 2026.
At the Annual Meeting, 91.71% of the Company’s Common Shares (the “Common Shares”) entitled to vote at the Annual Meeting were represented in person or by proxy. Based on the results of the vote, shareholders voted to elect all 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 December 31, 2026, voted for one year as the advisory vote on the frequency of future say‑on‑pay votes, and approved the advisory vote on executive compensation.
The number of votes cast for or withheld from the election of each director, the number of votes cast for,
withheld from or abstaining with respect to the reappointment of Ernst & Young LLP, the number of votes cast for
each of the alternatives for the frequency of future say-on-pay votes or abstaining, and the number of votes cast for, against or abstaining from the advisory vote to approve executive compensation are set forth below. The voting results disclosed below are final and have been certified by Computershare, the appointed scrutineer.
Election of Directors | Number of Shares Voted For | Number of Shares Withheld | Broker Non-Votes | Percentage of Shares Voted “For” of Shares Voted | ||||||||||
Ramin Arani | 13,735,377 | 262,360 | 1,231,555 | 98.13% | ||||||||||
Michael Burns | 12,441,481 | 1,556,256 | 1,231,555 | 88.88% | ||||||||||
Mignon L. Clyburn | 12,462,214 | 1,535,523 | 1,231,555 | 89.03% | ||||||||||
Emily Fine | 9,674,086 | 4,323,651 | 1,231,555 | 69.11% | ||||||||||
Lisa Gersh | 9,323,555 | 4,674,181 | 1,231,556 | 66.61% | ||||||||||
Jeffrey A. Hirsch | 12,461,464 | 1,536,273 | 1,231,555 | 89.02% | ||||||||||
Bruce Mann | 10,469,414 | 3,528,323 | 1,231,555 | 74.79% | ||||||||||
Mark H. Rachesky, M.D. | 11,575,608 | 2,422,129 | 1,231,555 | 82.70% | ||||||||||
Joshua W. Sapan | 10,468,837 | 3,528,900 | 1,231,555 | 74.79% | ||||||||||
Hardwick Simmons | 12,459,267 | 1,538,470 | 1,231,555 | 89.01% | ||||||||||
Ed Wilson | 12,476,676 | 1,521,061 | 1,231,555 | 89.13% | ||||||||||
Number of Shares Voted For | Number of Shares Voted Against | Number of Shares Abstained | Percentage of Shares Voted “For” of Shares Voted | |||||||||||
Re-Appointment of Ernst & Young LLP | 15,087,927 | 69 | 141,296 | 99.07% | ||||||||||
Number of Shares Voted For 1 Year | Number of Shares Voted For 2 Years | Number of Shares Voted For 3 Years | Number of Shares Abstained | Broker Non-Votes | Percentage of Shares Voted “For 1 Year” of Shares Voted | |||||||||||||||
Advisory Vote on the Frequency of the Advisory Vote on Compensation | 13,784,058 | 5,224 | 178,360 | 30,095 | 1,231,555 | 98.47% | ||||||||||||||
Number of Shares Voted For | Number of Shares Voted Against | Number of Shares Withheld/ Abstained | Broker Non-Votes | Percentage of Shares Voted “For” of Shares Voted | |||||||||||||
Advisory Vote to Approve Executive Compensation | 11,568,084 | 2,400,881 | 28,771 | 1,231,556 | 82.64% | ||||||||||||
In accordance with the recommendation of the Company’s board of directors and based on the results of the advisory vote reported above, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next required advisory vote on the frequency of stockholder advisory vote on the compensation of the Company’s named executive officers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Starz Entertainment Corp. | ||||||||||||||
| Date: | April 15, 2026 | By: | /s/ Scott Macdonald | |||||||||||
| Scott Macdonald | ||||||||||||||
| Chief Financial Officer | ||||||||||||||