SUPPLEMENT TO PROXY STATEMENT
FOR THE 2020 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
To Be Held September 15, 2020
On or about July 28, 2020, Lions Gate Entertainment Corp. (the Company) furnished or otherwise made available to shareholders
its proxy statement (the Proxy Statement) describing the matters to be voted upon at the Companys Annual General and Special Meeting of Shareholders (the Annual Meeting) to be held on Tuesday, September 15, 2020,
beginning at 10:00 a.m., Pacific Time, at the Companys head office in Canada at Dentons Canada, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. This supplement (this Supplement) provides some additional
information for shareholders to consider with respect to Proposal No. 3 (Advisory Vote to Approve Executive Compensation) and Proposal No. 4 (Approval of Amendment to the 2019 Performance Incentive Plan)
and should be read in conjunction with the Proxy Statement. This Supplement is first being furnished or otherwise made available to shareholders on or about August 26, 2020. All capitalized terms used but not defined in this Supplement have the
meanings ascribed to them in the Proxy Statement. Except as described in this Supplement, the information provided in the Proxy Statement continues to apply and should be considered in voting your shares.
New CEO Employment Agreement
On August 21, 2020, the Compensation Committee approved a new employment agreement for Jon Feltheimer, the Companys Chief Executive
Officer (the New Employment Agreement). The New Employment Agreement replaces the Companys current employment agreement with Mr. Feltheimer, which was originally entered into as of May 30, 2013 and subsequently amended as
of October 11, 2016 (the Prior Employment Agreement). The New Employment Agreement has the same compensation and other terms of employment as the Prior Employment Agreement except as described below.
The term of the New Employment Agreement is scheduled to expire on August 21, 2023 (as opposed to the expiration date of May 22,
2023 provided in the Prior Employment Agreement) and the New Employment Agreement gives the Company the right, in its sole discretion, to extend the term of the New Employment Agreement by either one or two additional years (so that the term would
expire on August 21, 2024 or August 21, 2025).
The New Employment Agreement also provides for the grant to Mr. Feltheimer
of an award of share appreciation rights (SARs) with respect to 2,000,000 of the Companys Class B non-voting shares (Class B Shares). The SARs were granted to
Mr. Feltheimer on August 21, 2020, have a per-share exercise price of $8.17 (the closing price of a Class B Share on the date of grant of the award), and will vest in one installment on
August 21, 2023 (subject to Mr. Feltheimers continued employment through the vesting date). If Mr. Feltheimers employment is terminated by the Company without cause, by him for good reason, or due to his death or
disability (as such terms are defined in the Employment Agreement), the SARs that are then outstanding and unvested will fully vest as of his termination date (subject to Mr. Feltheimers providing a release pursuant to the New Employment
Agreement). Upon exercise, the SARs may be settled in cash, the Class B Shares, the Companys Class A voting shares, or a combination thereof, as determined by the Committee, with the amount of the payment in each case determined
based on the value of the Class B Shares at the time of payment (less the applicable exercise price in the case of SARs).