Lionsgate Announces Board and Executive Changes

TL;DR

Lionsgate shakes up its board and exec pay, effective today.

AI Summary

On March 21, 2024, Lions Gate Entertainment Corp. announced changes to its board of directors and executive compensation. Specifically, the company elected new directors and appointed new officers, alongside adjustments to their compensatory arrangements. These changes are effective as of March 21, 2024.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board and executive roles can introduce uncertainty regarding future strategy and leadership stability.

Key Players & Entities

• Lions Gate Entertainment Corp. (company) — Registrant
• March 21, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $1,250,000 — e will receive an annual base salary of $1,250,000. Mr. Barge will also be eligible for an
• $3,750,000 — ue of each of the Annual Grants will be $3,750,000. The number of shares subject to each o
• $1,237,500 b — each of the two RSU awards, by dividing $1,237,500 by the closing price of a Class B Share o
• $1,270,000 b — e case of the option award, by dividing $1,270,000 by the per-share value of the award as of
• $41,666.67 — to the Company for the monthly rate of $41,666.67. During the term of such services, Mr.

Filing Documents

• d811278d8k.htm (8-K) — 29KB
• 0001193125-24-075186.txt ( ) — 167KB
• lgfa-20240321.xsd (EX-101.SCH) — 3KB
• lgfa-20240321_def.xml (EX-101.DEF) — 12KB
• lgfa-20240321_lab.xml (EX-101.LAB) — 19KB
• lgfa-20240321_pre.xml (EX-101.PRE) — 12KB
• d811278d8k_htm.xml (XML) — 5KB

From the Filing

8-K 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): March 21, 2024 Lions Gate Entertainment Corp. (Exact name of registrant as specified in charter) British Columbia, Canada (State or Other Jurisdiction of Incorporation) (Commission File Number) 1-14880 (IRS Employer Identification No.) N/A (Address of principal executive offices) 250 Howe Street , 20th Floor Vancouver , British Columbia V6C 3R8 and 2700 Colorado Avenue Santa Monica , California 90404 (Registrant's telephone number, including area code) ( 877 ) 848-3866 NO CHANGE (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)) Indicate by check mark whether the registrant is an emerging growth company as defined in 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. Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Compensatory Arrangements of Certain Officers. On March 21, 2024, Lions Gate Entertainment Corp. (the "Company") entered into a new employment agreement with James W. Barge, the Company's Chief Financial Officer. The new agreement has a term commencing August 1, 2023 and ending July 31, 2026. Under the agreement, Mr. Barge will receive an annual base salary of $1,250,000. Mr. Barge will also be eligible for an annual incentive bonus, such bonus to be determined at the discretion of the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors, in consultation with the Company's Chief Executive Officer (the "CEO"), with the target amount of his annual bonus of two hundred forty percent (240%) of his base salary. The agreement also provides for Mr. Barge to participate in the Company's benefit programs and perquisites for executives at his level, as those arrangements are in place from time to time. The agreement provides for Mr. Barge to receive, subject in each case to approval by the Compensation Committee and Mr. Barge's continued employment through the applicable date of grant, the following equity-based awards each year over the term of the agreement, commencing with 2024 (the "Annual Grants"): (i) a time-vesting award of restricted share units ("RSUs") with respect to the Company's Class B non-voting common shares (the "Class B Shares"); (ii) a performance-vesting award of RSUs with respect to the Class B Shares; and (iii) a time-vesting stock option with respect to the Class B Shares. The aggregate grant date value of each of the Annual Grants will be $3,750,000. The number of shares subject to each of the three awards comprising each Annual Grant will be determined, in the case of each of the two RSU awards, by dividing $1,237,500 by the closing price of a Class B Share on the date of that Annual Grant and, in the case of the option award, by dividing $1,270,000 by the per-share value of the award as of the grant date based on the methodology then used by the Company to value options and similar awards for financial statement purposes. The Annual Grants will be scheduled to vest in equal installments on the first three anniversaries of the applicable grant date. The Annual Grants will be granted under the Company's 2023 Performance Incentive Plan or a successor equity compensation plan of the Company, and the vesting of each installment of these awards is subject to Mr. Barge's continued service through the applicable vesting date. In addition, the vesting of each of the performance-vesting Annual Grants is contingent on achievement of performance metrics to be determined by the Compensation Committee in consultation with the CEO for the 12-month period ending on the applicable vesting date. The agreement provides that the Annual Grants of RSUs described above may be settled in cash, the Class B Shares, the Company's Class A voting common shares, or

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