Additional Proxy Soliciting Materials (definitive) (defa14a)
July 28 2020 - 4:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. )
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule14a-12
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LIONS GATE ENTERTAINMENT CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on September 15, 2020.
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Meeting Information
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LIONS GATE ENTERTAINMENT CORP.
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Meeting Type: Annual General and Special Meeting
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For holders as of: July 23, 2020
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Date: September 15, 2020 Time: 10:00 a.m., local time
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Location:
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*Dentons Canada
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250 Howe Street, 20th Floor
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Vancouver, British Columbia,V6C 3R8
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You are receiving this communication because Lions
Gate Entertainment Corp. (the “Company”) is using notice and access to deliver proxy materials to its shareholders and you hold shares in the Company named above.
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LIONS GATE ENTERTAINMENT CORP.
ATTN: INVESTOR RELATIONS
2700
COLORADO AVENUE
SANTA MONICA, CA 90404 USA
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the
more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, www.sedar.com or easily request a paper copy (see reverse side).
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We encourage you to access and review all of the important information contained in the proxy materials before
voting.
*We intend to hold the Annual Meeting in
person. However, we are actively monitoring the current coronavirus (COVID-19) global pandemic and are sensitive to the public health and travel concerns our shareholders may have and the protocols that
governments may impose. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the Annual Meeting as promptly as practicable, which
may include holding the Annual Meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by filing the notice as Definitive Additional Materials with the
Securities and Exchange Commission. We will also issue a press release and post details on the change(s) to the meeting on our website at
http://investors.lionsgate.com/financial-reports/annual-reports-and-proxy-statements/proxy-statements.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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–— Before You Vote —–
How to Access the Proxy Materials
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Proxy
Materials Available to VIEW or RECEIVE:
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NOTICE AND PROXY
STATEMENT 2020 ANNUAL REPORT
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How to View Online:
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Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com.
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How to Request and Receive a PAPER or E-MAIL
Copy:
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If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting
a copy. Please choose one of the following methods to make your request:
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1) BY INTERNET:
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www.proxyvote.com
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2) BY TELEPHONE:
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1-800-579-1639
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3) BY E-MAIL*:
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sendmaterial@proxyvote.com
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* If requesting materials by
e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
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Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before August 1, 2020 to facilitate timely delivery which the Company anticipates will
occur prior to the proxy deposit date and the meeting.
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–— How To
Vote —–
Please Choose One of the Following Voting Methods
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Vote In
Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for
meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
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Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed
in the box marked by the arrow
(located on the following page) available and follow the instructions.
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy
card.
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Voting Deadline: If you vote by Internet or Mail, your vote must be
received by 11:59 p.m. Eastern Time on September 14, 2020.
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The Board of Directors recommends that you vote
FOR
the following director nominees:
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1.
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Election of Directors: To elect directors of the Company
for the ensuing year. See the section entitled “Proposal 1:
Election of Directors” in the Notice and Proxy Statement.
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1a.
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Michael Burns
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1b.
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Mignon Clyburn
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1c.
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Gordon Crawford
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1d.
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Jon Feltheimer
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1e.
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Emily Fine
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1f.
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Michael T. Fries
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1g.
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Susan McCaw
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1h.
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Yvette Ostolaza
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1i.
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Mark H. Rachesky, M.D.
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1j.
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Daniel Sanchez
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1k.
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Daryl Simm
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1l.
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Hardwick Simmons
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1m.
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David M. Zaslav
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The Board of Directors recommends that you vote FOR proposals 2, 3 and 4:
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2.
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Appointment of Auditors: To reappoint Ernst & Young LLP as the independent registered public accounting firm for the
Company for the fiscal year ending March 31, 2021 at a remuneration to be determined by the Audit & Risk Committee. See the section entitled “Proposal 2: Re-Appointment of Independent
Registered Public Accounting Firm” in the Notice and Proxy Statement.
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3.
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Advisory Vote on Executive Compensation: To pass a non-binding advisory resolution to
approve the compensation paid to the Company’s Named Executive Officers. See the section entitled “Proposal 3: Advisory Vote to Approve Executive Compensation” in the Notice and Proxy Statement.
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4.
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Lions Gate Entertainment Corp. 2019 Performance Incentive Plan: To approve an amendment to the Lions Gate Entertainment 2019
Performance Incentive Plan. See the section entitled “Proposal 4: Proposal to Approve An Amendment to Lions Gate Entertainment Corp. 2019 Performance Incentive Plan” in the Notice and Proxy Statement.
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Note: In their discretion, the proxies are authorized to vote upon such other business as may properly come before
the Meeting and any continuations, adjournments or postponements thereof.
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