Skip to main content

Lionsgate Studios Corp.

For the period ended Sep 15, 2026. Filed Jul 28, 2026.

View on SEC.gov

About 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.

Sep 15, 2026 · Filed Jul 28, 2026

LION$14.24+13.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Director Service Commitments

The Board believes that each of its directors devotes the time and attention necessary to fulfill his or her responsibilities. The Board is aware, however, that certain proxy advisory firms have identified Mr. Fries as “overboarded” due to his service as Chief Executive Officer of Liberty Global, together with his service on multiple public company boards.

The Board, with the oversight of the Nominating and Corporate Governance Committee, has carefully reviewed Mr. Fries’ professional commitments, including the nature of his outside directorships and the demands of his executive role. In conducting this review, the Board has considered both the quantitative and qualitative aspects of Mr. Fries’ service and does not believe that his external commitments impair his effectiveness as a director of the Company. In particular, the Board has determined that Mr. Fries’ outside board service on other boards is closely aligned with, and complementary to, his role as Chief Executive Officer of Liberty Global and his contributions to the Company as a director and therefore, provides meaningful strategic and industry insight.

In reaching this conclusion, the Board considered, among other factors:

•Mr. Fries’ extensive leadership experience as Chief Executive Officer of Liberty Global and his long-standing involvement in the global media and telecommunications sectors, which provide the Board with valuable perspective on industry trends, competitive dynamics and strategic opportunities.
•The relevance of Mr. Fries’ other board service, which affords him real-time exposure to governance practices and operational developments that are directly applicable to the Company.
•Mr. Fries’ demonstrated continuous commitment to the Company, including his attendance at 75% of Board meetings and 100% attendance at committee meetings in fiscal 2026.
•His consistent preparedness, active engagement in Board deliberations, and regular communications with management and fellow directors outside of formal meetings.
•His contributions as a member of the Compensation Committee and the Transaction Committee, where his executive and governance experience enhances the Board’s oversight and decision-making.

Based on this assessment, the Board and the Nominating and Corporate Governance Committee believe that Mr. Fries effectively balances his professional responsibilities and that his continued service on the Board is in the best interests of the Company and its shareholders. Accordingly, the Board recommends that shareholders vote in favor of Mr. Fries’ re-election as a director.

VOTE REQUIRED

A plurality of the common shares voting in person or by proxy is required to elect each of the eleven (11) nominees for director. A plurality means that the eleven (11) nominees receiving the largest number of votes cast “FOR” by holders of common shares will be elected. Shareholders are not permitted to cumulate their shares for the purpose of electing directors.

For the purposes of determining the number of votes cast, only the common shares voting “FOR” or “WITHHOLD” are counted. There is no minimum or maximum number of shares that must be cast for, or withheld from, any candidate nominated for election in order for that nominee to be elected. The eleven (11) nominees receiving the greatest number of “FOR” votes will form the Board following the Annual Meeting. As a result, any shares not voted “FOR” a particular nominee (as a result of a withhold vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election (except to the extent they otherwise reduce the number of shares voted “FOR” such director nominee). You may vote (i) “FOR” a director nominee or (ii) “WITHHOLD” for a director nominee.

Note that if your common shares are held by a broker or nominee, such broker or nominee will not have authority to exercise their discretion to vote your common shares on Proposal 1 unless you provide instructions to them regarding how you would like your common shares to be voted.

For purposes of this proposal, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the number of votes necessary for the election of each of the nominated directors.

16 Lionsgate Proxy Statement

Proposal 1 Election of Directors

BOARD RECOMMENDATION

The Board recommends a vote “FOR” the election of Gordon Crawford, Jon Feltheimer, Emily Fine, Michael T. Fries, John D. Harkey, Jr., Susan McCaw, Steven Mnuchin, Yvette Ostolaza, Mark H. Rachesky, M.D., Richard Rosenblatt and Harry E. Sloan on the proxy card or voting instruction form.

If you are a registered shareholder and you sign, date and return your proxy card or vote by telephone or over the Internet as instructed on the proxy card but, in each case, do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of each of Messrs. Crawford, Feltheimer, Fries, Harkey, Mnuchin, Rachesky, Rosenblatt and Sloan, and Mmes. Fine, McCaw and Ostolaza. If you are a Non-Registered Shareholder and you do not give voting instructions to your broker or nominee using the voting instruction form, your broker will leave your shares unvoted on this matter.

UNLESS SUCH AUTHORITY IS WITHHELD, WITHOUT VOTING INSTRUCTIONS, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR RECOMMENDED BY THE BOARD.

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES RECOMMENDED BY THE BOARD.FOR

Lionsgate Proxy Statement 17

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.