Lionsgate Studios Corp.
For the period ended Mar 17, 2026. Filed Feb 3, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 17, 2026 · Filed Feb 3, 2026
Contents
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | 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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Lionsgate Studios 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):
| ☑ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
250 Howe Street, 20 th Floor
Vancouver, British Columbia V6C 3R8
2700 Colorado Avenue
Santa Monica, California 90404
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
To Be Held March 17, 2026
To Our Shareholders:
You are invited to attend the annual general and special meeting of shareholders (the “Annual Meeting”) of Lionsgate Studios Corp. (“Lionsgate” or the “Company”), which will be held on March 17, 2026, beginning at 10:00 a.m., Pacific Time, at Lionsgate’s head office in Canada at Dentons Canada LLP, 250 Howe Street, 20 th Floor, Vancouver, British Columbia, V6C 3R8. At the Annual Meeting, shareholders will act on the following matters:
| 1. | Elect eleven (11) directors named as nominees in this proxy statement, each for a term ending at the next annual meeting of shareholders or until their respective successors are duly elected; |
| 2. | Re-appoint Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026; |
| 3. | Conduct an advisory vote to approve executive compensation; and |
| 4. | Transact such further and other business as may properly come before the meeting and any continuations, adjournments or postponements thereof. |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 17, 2026 BEGINNING AT 10:00 A.M., PACIFIC TIME, AT LIONSGATE’S HEAD OFFICE IN CANADA AT DENTONS CANADA LLP, 250 HOWE STREET, 20TH FLOOR, VANCOUVER, BRITISH COLUMBIA, V6C 3R8
This proxy statement is available at www.proxyvote.com, the U.S. Securities and Exchange Commission’s (the “SEC”) website atwww.sec.gov, the System for Electronic Document Analysis and Retrieval (“SEDAR+”) atwww.sedarplus.ca, and on our website athttp://investors.lionsgate.com/financialreports/annual-reports-and-proxy-statements/proxy-statements. The other information on our corporate website does not constitute part of this proxy statement.
Shareholders of record of common shares at 5:00 p.m. (Eastern Time) on February 2, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any continuations, adjournments or postponements thereof. Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy orvoting instructions as promptly as possible by Internet, telephone or mail to ensure your representation and the presence of a quorum at the Annual Meeting. Shareholders of record that attend the Annual Meeting and wish to vote in person may withdraw a previously submitted proxy card or voting instructions and vote their common shares personally.
Your proxy card is revocable in accordance with the procedures set forth in the proxy statement accompanying this notice.
By Order of the Board of Directors,
Santa Monica, California
Vancouver, British Columbia
February 3, 2026
In accordance with our security procedures, all persons attending the Annual Meeting will be required to present picture identification.
TABLE OF CONTENTS
| EXPLANATORY NOTE | i |
|---|---|
| CHAIR LETTER TO SHAREHOLDERS | v |
| PROXY SUMMARY | vi |
| Select Accomplishments in Fiscal 2025 | vi |
| Meeting Information and Voting | vi |
| Annual Meeting Proposals | vii |
| PROXY STATEMENT | 1 |
| ABOUT THE ANNUAL MEETING | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 7 |
| Nominees for Directors | 7 |
| Board Profile | 14 |
| Director Service Commitments | 15 |
| PROPOSAL 2: RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 18 |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | 19 |
| Environmental, Social Responsibility and Human Capital Matters | 19 |
| Climate Risk Exposure and Awareness | 20 |
| Corporate Governance | 21 |
| Role of the Board and Corporate Governance Guidelines | 21 |
| Board Leadership Structure | 22 |
| Separate Chair and Chief Executive Officer Roles | 22 |
| Board Role in Risk Oversight | 22 |
| Succession Planning | 23 |
| Cybersecurity and Information Security Risk Oversight | 23 |
| Cybersecurity and Information Security Risk Governance Highlights | 24 |
| Stock Ownership Guidelines | 24 |
| Insider Trading Policy | 25 |
| Board and Shareholder Meeting Attendance | 25 |
| Board Committees and Responsibilities | 25 |
| Determining Board Composition | 28 |
| Board Evaluations, Tenure and Refreshment | 28 |
| Shareholder Communications | 29 |
| Code of Conduct and Ethics | 29 |
| Director Independence | 29 |
| Non-Management Director Meetings | 30 |
| Management | 30 |
| COMPENSATION DISCUSSION AND ANALYSIS | 31 |
| Named Executive Officers | 31 |
| Executive Summary | 31 |
| Shareholder Engagement | 35 |
| Key Features of Our Executive Compensation Program | 37 |
| Program Objectives | 38 |
| Compensation Practices | 38 |
| Process for Determining Executive Compensation | 39 |
| Compensation Components | 42 |
| Compensation Committee Report on Executive Compensation | 56 |
| Director Compensation | 57 |
| 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 |
| Non-Qualified Deferred Compensation | 68 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 69 |
| Estimated Severance and Change in Control Benefits | 72 |
| Pay Ratio Disclosure | 74 |
| Pay Versus Performance | 75 |
| EQUITY COMPENSATION PLAN INFORMATION | 79 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 80 |
| SECURITY OWNERSHIP OF MANAGEMENT | 81 |
| REPORT OF THE AUDIT & RISK COMMITTEE | 82 |
| STATEMENT OF CORPORATE GOVERNANCE PRACTICES | 83 |
| Board of Directors | 83 |
| Board Mandate | 84 |
| Position Descriptions | 84 |
| Orientation and Continuing Education | 84 |
| Ethical Business Conduct | 84 |
| Nomination of Directors | 85 |
| Compensation | 85 |
| Board Committees and Responsibilities | 85 |
| Determining Board Composition | 87 |
| Board and Committee Evaluations | 87 |
| Non-Management Director Meetings | 87 |
| Board Role in Risk Oversight | 87 |
| Stock Performance Graph | 89 |
| Assessments | 89 |
| Term Limits | 89 |
| Considerations of the Representation of Women on the Board | 89 |
| Executive Officer Composition | 90 |
| Indebtedness of Directors and Executive Officers | 90 |
| INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON | 90 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 91 |
| ACCOUNTANTS’ FEES | 95 |
| HOUSEHOLDING OF PROXY MATERIALS | 96 |
| OTHER INFORMATION | 96 |
| OTHER BUSINESS | 96 |
| DIRECTORS’ APPROVAL | 96 |
| EXHIBIT A: USE OF NON-GAAP FINANCIAL MEASURES | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.