Cineverse Seeks Shareholder Approval for Director Slate, Equity Plan Boost

TL;DR

**Cineverse is asking for more shares for execs and directors, which could dilute existing shareholders, but the board is solid.**

AI Summary

Cineverse Corp. (CNVS) is holding its 2025 Annual Meeting on November 20, 2025, to address several key proposals. Stockholders will vote on the election of four directors, including CEO Christopher J. McGurk, and an advisory vote on executive compensation for fiscal year 2025. A significant proposal involves amending the 2017 Equity Incentive Plan to increase the total number of Class A Common Stock shares available for issuance, which could impact dilution. The company also seeks ratification of EisnerAmper LLP as its independent auditor for the fiscal year ending March 31, 2026. The Board recommends voting 'FOR' all proposals, including an annual frequency for future executive compensation votes. As of the September 24, 2025 record date, 19,124,406 shares of Class A Common Stock were outstanding, with each share entitled to one vote.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines key governance decisions and potential changes to Cineverse's equity structure. The proposed increase in shares for the 2017 Equity Incentive Plan could lead to dilution, impacting existing shareholders' ownership percentages and the stock's value. The advisory vote on executive compensation provides a direct channel for investors to voice their opinion on how the company rewards its leadership, influencing future compensation strategies. In a competitive streaming and entertainment landscape, effective governance and aligned executive incentives are vital for Cineverse to attract and retain talent, innovate, and compete against larger players like Netflix and Disney.

Risk Assessment

Risk Level: medium — The proposal to increase shares available under the 2017 Equity Incentive Plan introduces a medium risk of dilution for existing shareholders. While the exact number of additional shares is not specified in this excerpt, any increase in potential share issuance can dilute the value of current holdings. However, the board's recommendation for an annual 'say-on-pay' vote offers some mitigation by providing regular shareholder oversight on executive compensation.

Analyst Insight

Investors should carefully review the full details of Proposal Four regarding the 2017 Equity Incentive Plan to understand the extent of potential dilution. Vote 'FOR' the director nominees given their extensive industry experience, but consider voting 'AGAINST' the executive compensation if you believe it's not aligned with performance, and 'FOR' a one-year frequency for future advisory votes to maintain consistent oversight.

Key Numbers

• 19,124,406 — Class A Common Stock Shares Outstanding (As of the September 24, 2025 Record Date, each entitled to one vote.)
• 4 — Number of Directors to be Elected (All current Board members are nominated for re-election.)
• 2017 — Year of Equity Incentive Plan (Company proposes to amend this plan to increase available shares.)
• 1 — Recommended Frequency for Say-on-Pay Vote (The Board recommends an annual advisory vote on executive compensation.)
• 68 — Age of Christopher J. McGurk (CEO and Chairman of the Board.)
• 67 — Age of Peter C. Brown (Board member and Chairman of Grassmere Partners, LLC.)
• 67 — Age of Mary Ann Halford (Board member and Founder of Halford Media Advisory.)
• 79 — Age of Patrick W. O’Brien (Board member and Managing Director of Granville Wolcott Advisors.)
• 2025-10-10 — Proxy Materials Mailing Date (Date proxy materials were first mailed or made available to stockholders.)
• 2026-06-12 — Deadline for 2026 Stockholder Proposals (Rule 14a-8) (Proposals must be received by this date for inclusion in the 2026 proxy statement.)

Key Players & Entities

• Cineverse Corp. (company) — Registrant for DEF 14A filing
• Christopher J. McGurk (person) — Chief Executive Officer and Chairman of the Board since January 2011
• Peter C. Brown (person) — Board member since September 2010, Chairman of Grassmere Partners, LLC
• Mary Ann Halford (person) — Board member since December 2023, Founder and Managing Principal of Halford Media Advisory
• Patrick W. O’Brien (person) — Board member since July 2015, Managing Director and Principal of Granville Wolcott Advisors
• EisnerAmper LLP (company) — Independent registered public accounting firm
• SEC (regulator) — Securities and Exchange Commission
• Dodd-Frank Act (regulator) — Dodd-Frank Wall Street Reform and Consumer Protection Act
• 19,124,406 (dollar_amount) — Shares of Class A Common Stock outstanding as of September 24, 2025
• November 20, 2025 (date) — Date of the 2025 Annual Meeting of Stockholders

FAQ

Industry Context

Cineverse Corp. operates in the digital media and entertainment sector, which is characterized by rapid technological change, evolving consumer viewing habits, and increasing competition from major streaming platforms and content providers. The industry is heavily influenced by content acquisition costs, distribution models, and the ability to monetize digital content effectively.

Regulatory Implications

As a publicly traded company, Cineverse Corp. is subject to SEC regulations, including those governing proxy solicitations and shareholder voting. Amendments to equity incentive plans require shareholder approval, and the company must comply with disclosure requirements for executive compensation and financial reporting.

What Investors Should Do

1. Review the proposed amendment to the 2017 Equity Incentive Plan.
2. Vote on the election of directors.
3. Consider the advisory vote on executive compensation and its frequency.
4. Confirm the ratification of EisnerAmper LLP as the independent auditor.

Key Dates

• 2025-11-20: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, executive compensation, equity plan amendments, and auditor ratification.
• 2025-09-24: Record Date for Annual Meeting — Establishes the list of stockholders entitled to vote at the meeting.
• 2025-10-10: Proxy Materials Mailing Date — Indicates when stockholders began receiving information about the annual meeting and voting procedures.
• 2026-06-12: Deadline for 2026 Stockholder Proposals (Rule 14a-8) — Sets the deadline for proposals to be included in the 2026 proxy statement.
• 2026-09-21: Deadline for 2026 Director Nominations (Rule 14a-19) — Sets the deadline for timely notice of director nominations for inclusion on the universal proxy card for the 2026 meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for Cineverse Corp.'s 2025 Annual Meeting.)

Class A Common Stock

The common stock of Cineverse Corp. that is outstanding and carries voting rights. (The number of outstanding shares (19,124,406 as of September 24, 2025) determines voting power and potential dilution from equity plans.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity awards to employees and directors. (Cineverse Corp. is seeking to amend its 2017 plan to increase the number of shares available, which could lead to future dilution for existing shareholders.)

Say-on-Pay Vote

A non-binding shareholder advisory vote on executive compensation. (Shareholders will vote on the company's executive compensation for fiscal year 2025 and determine the frequency of future advisory votes.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to provide an independent opinion on its financial statements. (Shareholders are asked to ratify the appointment of EisnerAmper LLP for the fiscal year ending March 31, 2026.)

Broker Non-Vote

A vote that a brokerage firm cannot cast on behalf of a client because the client has not provided voting instructions and the proposal is considered 'non-routine'. (Broker non-votes will not affect the outcome of Proposals One, Two, Three, and Four, as these are non-routine matters.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (At least one-third of the voting power of Class A Common Stock must be present for the Annual Meeting to proceed.)

Year-Over-Year Comparison

This filing focuses on the upcoming 2025 Annual Meeting, detailing proposals for director elections, executive compensation, equity plan amendments, and auditor ratification. Specific comparative financial data or risk factor changes from the previous year's filing are not detailed within this proxy statement itself, which primarily serves to solicit votes for the current meeting's agenda.

Key Financial Figures

• $0.001 — Company’s Class A Common Stock, $0.001 par value (“Class A Common Stock
• $0.10 — exhibits). Upon request and payment of $0.10 (ten cents) per page, copies of any exh
• $5 billion — ve until MGM was sold for approximately $5 billion to a consortium of investors. Mr. McGur

Filing Documents

• 2025_definive_proxy.htm (DEF 14A) — 805KB
• img185867931_0.jpg (GRAPHIC) — 297KB
• img185867931_1.jpg (GRAPHIC) — 281KB
• img185867931_2.jpg (GRAPHIC) — 762KB
• img185867931_3.jpg (GRAPHIC) — 574KB
• 0001193125-25-237240.txt ( ) — 3442KB

From the Filing

DEF 14A 1 2025_definive_proxy.htm DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE l4A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule l4a-l2 CINEVERSE CORP. (Name of Registrant As Specified In Its Charter) N/A (Name of Person(s) Filing Proxy statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. CINEVERSE CORP. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On November 20, 2025 Dear Fellow Stockholders: We invite you to attend the 2025 Annual Meeting of Stockholders of Cineverse Corp., a Delaware corporation (the “Company”), which will be held virtually on November 20, 2025, at 11:00 a.m. Pacific Time (the virtual “Annual Meeting”). At the Annual Meeting, you will be asked to vote on the following proposals (as more fully described in the Proxy Statement accompanying this Notice): 1. To elect four (4) members of the Company’s Board of Directors to serve until the 2026 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed). 2. To approve, by non-binding advisory vote, executive compensation. 3. To determine, by non-binding advisory vote, the frequency of future stockholder advisory votes on executive compensation. 4. To approve an amendment to the Company’s 2017 Equity Incentive Plan to increase the total number of shares of Class A Common Stock available for issuance thereunder. 5. To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026. 6. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. Only stockholders of record at the close of business on September 24, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. Important Notice Regarding Availability of Proxy Materials for the Annual Meeting on November 20, 2025: Cineverse Corp.’s Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended March 31, 2025 are available at www.proxyvote.com. YOUR VOTE IS VERY IMPORTANT. WE HOPE YOU WILL ATTEND THIS ANNUAL MEETING VIRTUALLY. HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY VOTE YOUR SHARES VIA THE INTERNET OR THE TOLL-FREE NUMBER AS DESCRIBED IN THE ENCLOSED MATERIALS. IF YOU RECEIVED A PROXY CARD BY MAIL, PLEASE SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED. IF YOU RECEIVED MORE THAN ONE PROXY CARD, IT IS AN INDICATION THAT YOUR SHARES ARE REGISTERED IN MORE THAN ONE ACCOUNT. PLEASE COMPLETE, DATE, SIGN AND RETURN EACH PROXY CARD YOU RECEIVE. IF YOU ATTEND THE ANNUAL MEETING AND VOTE IN PERSON, YOUR VOTE BY PROXY WILL NOT BE USED. BY ORDER OF THE BOARD OF DIRECTORS /s/ Christopher J. McGurk Christopher J. McGurk Chairman of the Board of Directors New York, New York Date: October 10, 2025 CINEVERSE CORP. 224 W. 35 th Street, Suite 500, #947 New York, NY 10001 (212) 206-8600 PROXY STATEMENT 2025 ANNUAL MEETING OF STOCKHOLDERS November 20, 2025 GENERAL This Proxy Statement is being furnished to the stockholders of CINEVERSE CORP. (the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”). The proxies are for use at the 2025 Annual Meeting of Stockholders of the Company to be held virtually on November 20, 2025, at 11:00 a.m. Pacific Time, or at any adjournment thereof (the virtual “Annual Meeting”). The virtual Annual Meeting can be accessed via the internet by visiting www.virtualshareholdermeeting.com/CNVS2025 and entering the control number included in the Notice of Internet Availability or proxy card that you receive. At the virtual Annual Meeting, you will be able to listen to the meeting live, submit questions, and vote online. You will not be able to attend the Annual Meeting in person. The shares represented by your proxy will be voted at the Annual Meeting as therein specified (if the proxy is properly executed and returned, and not revoked). The shares represented by your proxy will be voted as indicated on your properly executed proxy. If no directions are given on the proxy, the shares represented by your proxy will be voted: FOR the election of the director nominees named here

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View this DEF 14A filing on SEC EDGAR