ThZeal - The Zeal


☐			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))

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A Voting Common Shares, no par value per share

LGF.A

New York Stock Exchange

Class B Non-Voting Common Shares, no par value per share

LGF.B

New York Stock Exchange

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).

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. ☐

The Board of Directors (the “Board”) of Lions Gate Entertainment Corp. (the “Company”) previously approved an amendment to the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan (the “2019 Plan”), subject to approval by the Company’s shareholders, to increase the maximum number of the Company’s common shares (the “Common Shares”) that may be issued or transferred pursuant to awards under the 2019 Plan by an additional 5,000,000 shares so that the new aggregate share limit under the 2019 Plan would be 21,100,000 Common Shares (not including shares that were originally approved for issuance under the Company’s prior stock incentive plans that have become available for issuance under the 2019 Plan pursuant to the terms of the 2019 Plan). At the Company’s Annual General and Special Meeting of Shareholders held on September 14, 2021 (the “Annual Meeting”), the Company’s shareholders approved this 2019 Plan amendment.

The Common Shares available for issuance under the 2019 Plan may be either Class A Voting Common Shares of the Company (“Class A Shares”) or Class B Non-Voting Common Shares of the Company (“Class B Shares”), as determined by administrator of the 2019 Plan and set forth in the applicable award agreement. However, in no event may the combined number of Class A Shares and Class B Shares issued under the 2019 Plan exceed the aggregate share limit of the 2019 Plan described above.

On September 14, 2021, the Company held the Annual Meeting to consider and vote upon the election of each of the nominated directors to the Board, the reappointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2022, an advisory vote to approve executive compensation and approval of an amendment to the 2019 Plan. For more information about the proposals considered and voted upon at the Annual Meeting, please see the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 29, 2021.

At the Annual Meeting, 90.4% of Class A Shares entitled to vote at the Annual Meeting were represented in person or by proxy at the Annual Meeting. Based on the results of the vote, and consistent with the Board’s recommendation, the shareholders voted to elect all of the Company's director nominees, approved the re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2022, approved the advisory vote on executive compensation and approved an amendment to the 2019 Plan.

The number of votes cast for or withheld from the election of each director and the number of votes cast for or against or abstaining from the other matters voted upon is also set forth below. The voting results disclosed below are final and have been certified by Broadridge Financial Solutions, the independent Inspector of Elections.


Election of Directors	Number of Shares Voted For	Number of Shares Withheld	Number of Shares Abstained	Percentage of Shares Voted “For” of Shares Voted
Michael Burns	68,612,877	1,241,123	586,865	98.22%
Mignon Clyburn	53,318,662	2,203,992	14,918,211	96.03%
Gordon Crawford	69,602,689	209,140	629,036	99.70%
Jon Feltheimer	69,827,366	315,152	298,347	99.55%
Emily Fine	66,845,138	3,401,569	194,158	95.16%
Michael T. Fries	46,084,095	6,164,445	18,192,325	88.20%
Susan McCaw	69,410,661	411,104	619,100	99.41%
Yvette Ostolaza	67,553,839	2,263,188	623,838	96.76%
Mark H. Rachesky, M.D.	62,387,231	2,248,009	5,805,625	96.52%
Daryl Simm	69,698,430	391,542	350,893	99.44%
Hardwick Simmons	69,780,729	308,447	351,689	99.56%


	Number of Shares Voted For	Number of Shares Voted Withheld	Number of Shares Abstained	Percentage of Shares Voted “For” of Shares Voted
Re-Appointment of Ernst & Young LLP	74,364,350	532,350	647,183	99.29%


	Number of Shares Voted For	Number of Shares Voted Against	Number of Shares Abstained	Percentage of Shares Voted “For” of Shares Voted
Advisory Vote to Approve Executive Compensation	57,312,757	12,558,770	999,939	82.03%


	Number of Shares Voted For	Number of Shares Voted Against	Number of Shares Abstained	Percentage of Shares Voted “For” of Shares Voted
Approval of an Amendment to the 2019 Plan	41,407,577	28,464,342	568,946	58.78%


(d)	Exhibits.

	Exhibit Number	Description

	10.1	Lions Gate Entertainment Corp. 2019 Performance Incentive Plan.
	104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


1-14880						N/A
(Commission File Number)						(IRS Employer Identification No.)


Date:	September 15, 2021	LIONS GATE ENTERTAINMENT CORP.
		(Registrant)

		By:	/s/ Corii D. Berg
		Name:	Corii D. Berg
		Title:	General Counsel