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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.          )

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NOTICE OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS
To Be Held September 10, 2013

To Our Shareholders:

        You are invited to attend the Annual General Meeting of Shareholders (the "Annual Meeting") of Lions Gate Entertainment Corp. ("Lionsgate" or the "Company"), which will be held on Tuesday, September 10, 2013, beginning at 10:00 a.m., local time, at the Shangri-La Hotel, 188 University Avenue, Toronto, Ontario, M5H 0A3, Canada. At the Annual Meeting, shareholders will act on the following matters:

1.

Elect 12 directors, each for a term of one year or until their successors are duly elected and qualified;



2.

Re-appoint Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014;



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.

        Shareholders will also receive the audited consolidated financial statements of the Company for the fiscal year ended March 31, 2013, together with the auditor's report thereon. Shareholders of record at 5:00 p.m. (Eastern Standard Time) on July 19, 2013 are entitled to vote at the meeting or any continuations, adjournments or postponements thereof. It is expected that these materials first will be mailed to shareholders on or about July 30, 2013.

        Registered shareholders unable to attend the Annual Meeting in person are requested to read the enclosed proxy statement and the proxy card that accompany this notice and to complete, sign, date and deliver the proxy card, together with the power of attorney or other authority, if any, under which it was signed (or a notarized certified copy thereof) to IVS Associates, Inc. ("IVS Associates"), Attn: Lionsgate Proxy Tabulation, 1000 N. West Street, Suite 1200, Wilmington, Delaware, 19801, via facsimile at 302-295-3811, or at www.ivselection.com/lionsgate2013. To be effective, proxies must be received by IVS Associates by or at the Annual Meeting prior to the closing of the polls.

        If you are not a registered shareholder, please refer to the accompanying proxy statement for information on how to vote your shares.

		By Order of the Board of Directors, Jon Feltheimer Chief Executive Officer

Vancouver, British Columbia
July 29, 2013

IMPORTANT:    WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED.

        In accordance with our security procedures, all persons attending the Annual Meeting will be required to present picture identification.

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2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF
LIONS GATE ENTERTAINMENT CORP.

PROXY STATEMENT

        This proxy statement is part of a solicitation of proxies by the Board of Directors (the "Board") and management of Lions Gate Entertainment Corp. ("Lionsgate," the "Company," "we," "us" or "our") and contains information relating to our annual general meeting of shareholders (the "Annual Meeting") to be held on Tuesday, September 10, 2013, beginning at 10:00 a.m., local time, at the Shangri-La Hotel, 188 University Avenue, Toronto, Ontario, M5H 0A3, Canada, and to any continuations, adjournments or postponements thereof. All dollar figures contained in this proxy statement are in U.S. dollars, unless otherwise indicated. The notice of the Annual Meeting, this proxy statement and the enclosed proxy card first will be mailed to shareholders on or about July 30, 2013.

ABOUT THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

        At the Annual Meeting, shareholders will act upon the matters outlined in the accompanying notice of meeting, including the election of directors, re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014 and conducting an advisory vote on executive compensation. In addition, after the formal portion of the meeting, the Company's management will report on the Company's performance during fiscal 2013 and respond to appropriate questions from shareholders.

Who is entitled to vote at the Annual Meeting?

        Only shareholders of record of the Company's common shares (NYSE: LGF) at 5:00 p.m. (Eastern Standard Time) on July 19, 2013 (the "Record Date") are entitled to receive notice of the Annual Meeting and to vote the common shares that they held on that date at the Annual Meeting, or any continuations, adjournments or postponements of the Annual Meeting. Each outstanding common share entitles its holder to cast one vote on each matter to be voted upon. As of the Record Date, 136,387,578 common shares were outstanding and entitled to vote and held by approximately 932 shareholders of record.

        Each shareholder has the right to appoint a person or company to represent the shareholder other than the persons designated in the form of proxy.

Who can attend and vote at the Annual Meeting?

        Only registered shareholders of the Company or the persons they appoint as their proxies are permitted to attend and vote at the Annual Meeting. Most shareholders of the Company are "non-registered" shareholders ("Non-Registered Shareholders") because the shares they own are not registered in their names but are, instead, registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an "Intermediary") that the Non-Registered Shareholder deals with in respect of the common shares of the Company (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered Registered Retirement Savings Plans, Registered Retirement Income Funds, Registered Education Savings Plans and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant. In accordance with applicable securities law requirements, the Company will have distributed copies of the notice of Annual Meeting, this proxy statement and the proxy card (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for distribution to Non-Registered Shareholders.

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        Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

(i)

be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "voting instruction form") which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page printed form. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or



(ii)

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Company, c/o IVS Associates, Inc., Attn: Lionsgate Proxy Tabulation, 1000 N. West Street, Suite 1200, Wilmington, Delaware, 19801, via facsimile at 302-295-3811.

        In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the common shares of the Company they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Annual Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should request a legal proxy from their Intermediary. Instructions for obtaining legal proxies may be found on the voting instruction form. If you have any questions about voting your shares, please call MacKenzie Partners, Inc. at 1-800-322-2885 or 212-929-5500 or e-mail lionsgate@mackenziepartners.com.

        A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary, provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary in a timely manner in advance of the Annual Meeting.

What constitutes a quorum?

        A quorum is necessary to hold a valid meeting of shareholders. The presence at the Annual Meeting, in person or by proxy, of two holders of the Company's common shares outstanding on the Record Date who, in the aggregate, hold at least 10% of the issued common shares of the Company entitled to vote at the Annual Meeting, will constitute a quorum. Abstentions and "broker non-votes" (shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter) will each be counted as present for purposes of determining the presence of a quorum.

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How do I vote at the Annual Meeting?

        If you complete and properly sign the accompanying proxy card and return it to the Company, it will be voted as you direct. Registered shareholders that are unable to attend the Annual Meeting in person are requested to read this proxy statement and accompanying proxy card and to complete, sign and date the proxy card, and to return it, together with the power of attorney or other authority, if any, under which it was signed or a notarized certified copy thereof, to IVS Associates, Inc., Attn: Lionsgate Proxy Tabulation, 1000 N. West Street, Suite 1200, Wilmington, Delaware, 19801, via facsimile at 302-295-3811, or at www.ivselection.com/lionsgate2013. To be effective, proxies must be received by IVS Associates by or at the Annual Meeting prior to the closing of the polls.

        "Street name" shareholders who wish to vote at the Annual Meeting will need to obtain a proxy or voting instruction form from the institution that holds their shares. See Who can attend and vote at the Annual Meeting? above.

        At the Annual Meeting, one or more representatives from IVS Associates, Inc., an independent, third-party company, shall be appointed to act as scrutineers. These scrutineers will determine the number of common shares represented at the Annual Meeting, the existence of a quorum and the validity of proxies, will count the votes and ballots, if required, and will determine and report the results to the Company.

        If you are a registered shareholder but do not wish to, or cannot, attend the Annual Meeting in person, you can appoint someone who will attend the Annual Meeting and act as your proxy holder to vote in accordance with your instructions by striking out the printed names of the proposed management nominees on the accompanying proxy card and inserting the name of such other person in the blank space provided therein for that purpose. To vote your shares, your proxy must attend the Annual Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxy holder. Those persons are directors and/or officers of the Company.

Can I change my vote after I return my proxy card?

        Yes. Even after you have submitted your proxy, you may change your vote by depositing a duly executed proxy bearing a later date in the manner and within the time described above. See How do I vote at the Annual Meeting? above. You may also revoke a previously deposited proxy (i) by an instrument in writing that is received by or at the Annual Meeting prior to the closing of the polls, (ii) by an instrument in writing provided to the Chairman of the Annual Meeting at the Annual Meeting or any adjournment thereof, or (iii) in any other manner permitted by law. The powers of the proxy holders will be suspended if you attend the Annual Meeting in person and so request, although attendance at the Annual Meeting will not by itself revoke a previously granted proxy.

Is my vote confidential?

        Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

•

As necessary to meet applicable legal requirements;



•

To allow for the tabulation and certification of votes; and



•

To facilitate a successful proxy solicitation.

        Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Company's management and the Board.

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What is the Board of Directors' recommendations?

        The enclosed proxy is solicited on behalf of the Board and management. Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board set forth with the description of each item in this proxy statement.

        The Board recommends a vote:

•

"FOR" the election of each of the nominated directors (see page 12);



•

"FOR" the re-appointment of Ernst & Young LLP as our independent registered public accounting firm (see page 17); and



•

"FOR" the proposal regarding an advisory vote to approve executive compensation (see page 17).

        Other than the proposals described in this document, the Board does not know of any other matters that may be brought before the Annual Meeting. If any other matter should properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in accordance with their best judgment.

What vote is required to approve each item?

        In order to be approved, the proposals included in this proxy statement—for the election of each of the nominated directors (Proposal 1), the re-appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal 2) and the advisory vote to approve executive compensation (Proposal 3)—each requires the affirmative vote of a majority of the Company's common shares present or represented by proxy at the Annual Meeting. Abstentions and broker non-votes will not be counted in determining the number of shares necessary for approval of any item and will have no effect on the outcome of any proposal. Shareholders are not permitted to cumulate their shares for purposes of electing directors. Notwithstanding the vote required, please be advised that Proposal 3 (an advisory vote on executive compensation) is advisory only and is not binding on us. The Board will consider the outcome of the vote of this proposal in considering what action, if any, should be taken in response to the advisory vote by shareholders. Note that if your shares are held by a broker or nominee, such broker or nominee may exercise his or her discretion to vote your shares for Proposal 2 (re-appointment of independent registered public accounting firm) but such broker or nominee will not have authority to vote your shares on Proposal 1 (election of directors) or Proposal 3 (an advisory vote on executive compensation) unless you provide instructions to him or her regarding how you would like your shares to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your shares on Proposal 1 or Proposal 3, this will result in a "broker non-vote."

Who pays for the preparation of this proxy statement?

        The Company will pay the cost of proxy solicitation, including the cost of preparing, assembling and mailing this proxy statement, notice of the Annual Meeting and enclosed proxy card. In addition to the use of mail, the Company's employees and advisors may solicit proxies personally and by telephone, facsimile, courier service, telegraph, the Internet, e-mail, newspapers and other publications of general distribution. The Company's employees will receive no compensation for soliciting proxies other than their regular salaries. The Company may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies, and the Company will reimburse those persons for their reasonable out-of-pocket expenses incurred in connection with these activities. The Company will compensate only independent third-party agents that are not affiliated with the Company but who solicit proxies. We have retained MacKenzie Partners, Inc., a third-party solicitation firm, to assist in the distribution of proxy materials and solicitation of proxies on our behalf for an estimated fee of $20,000 plus reimbursement of certain out-of-pocket expenses.

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May I propose actions or recommend director nominees for consideration at next year's annual general meeting of shareholders?

        Yes. Under U.S. laws, for your proposal or recommendation for director nominees to be considered for inclusion in the proxy statement for next year's annual meeting, we must receive your written proposal no later than April 1, 2014. You should also be aware that your proposal must comply with U.S. Securities and Exchange Commission (the "SEC") regulations regarding inclusion of shareholder proposals in company-sponsored proxy materials. Shareholder proposals or recommendation for director nominees submitted as per the Business Corporations Act (British Columbia) (the "BC Act") to be presented at the next annual general meeting of shareholders must be received by our Corporate Secretary at our registered office no later than June10, 2014, and must comply with the requirements of the BC Act. If you wish to recommend a director nominee you should also provide the information set forth under Information Regarding the Board of Directors and Committees of the Board of Directors—Shareholder Communications.

        If the date of the 2014 annual meeting is advanced or delayed by more than 30 days from the date of the 2013 annual meeting, under U.S. laws, shareholder proposals intended to be included in the proxy statement for the 2014 annual meeting must be received by us within a reasonable time before we begin to print and mail the proxy statement for the 2014 annual meeting. Upon any determination that the date of the 2014 annual meeting will be advanced or delayed by more than 30 days from the date of the 2013 annual meeting, we will disclose the change in the earliest practicable Quarterly Report on Form 10-Q.

        SEC rules also govern a company's ability to use discretionary proxy authority with respect to shareholder proposals that were not submitted by the shareholders in time to be included in the proxy statement. In the event a shareholder proposal is not submitted to us prior to June 15, 2014, the proxies solicited by the Board for the 2014 annual meeting of shareholders will confer authority on the proxyholders to vote the shares in accordance with the recommendations of the Board if the proposal is presented at the 2014 annual meeting of shareholders without any discussion of the proposal in the proxy statement for such meeting. If the date of the 2014 annual meeting is advanced or delayed more than 30 days from the date of the 2014 annual meeting, then the shareholder proposal must have been submitted to us within a reasonable time before we mail the proxy statement for the 2014 annual meeting.

Who can I contact if I have questions?

        Shareholders who have questions about deciding how to vote should contact their financial, legal or professional advisors. For any queries referencing information in this proxy statement or in respect of voting your shares, please call MacKenzie Partners, Inc. at 1-800-322-2885 or 212-929-5500 or e-mail lionsgate@mackenziepartners.com.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on September 10, 2013

        The notice of the Annual Meeting, this proxy statement and the enclosed proxy card will be mailed to shareholders on or about July 30, 2013. Our proxy statement and fiscal 2013 Annual Report to Shareholders will also be available in the Corporate/Reports section on our website at www.lionsgate.com.

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        NO PERSON IS AUTHORIZED ON BEHALF OF THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION AND/OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED, AND THE DELIVERY OF THIS PROXY STATEMENT SHALL, UNDER NO CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

        Our registered and head office is located at 1055 West Hastings Street, Suite 2200, Vancouver, British Columbia V6E 2E9, and our telephone number there is 877-848-3866. Our principal executive offices and our corporate head office is located at 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404, and our telephone number there is 310-449-9200. Our website is located at www.lionsgate.com. Website addresses referred to in this proxy statement are not intended to function as hyperlinks, and the information contained on our website is not a part of this proxy statement. As used in this proxy statement, unless the context requires otherwise, the terms "Lionsgate," "we," "us," "our" and the "Company" refer to Lions Gate Entertainment Corp. and its subsidiaries.

The date of this proxy statement is July 29, 2013

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

        The following table presents certain information about beneficial ownership of our common shares as of July 19, 2013 by each person (or group of affiliated persons) who is known by us to own beneficially more than 5% of our common shares. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and dispositive power with respect to all common shares shown as beneficially owned by them, subject to community property laws, where applicable.

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SECURITY OWNERSHIP OF MANAGEMENT

        The following table presents certain information about beneficial ownership of our common shares as of July 19, 2013 by (i) each current director, nominee for director and current named executive officer, and (ii) all current directors and executive officers as a group. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and dispositive power with respect to all common shares shown as beneficially owned by them, subject to community property laws, where applicable. Except for common shares in brokerage accounts, which may, from time to time together with other securities in the account, serve as collateral for margin loans made in such accounts (other than a $150,000 minimum value of shares required to be held in the Company), no shares reported as beneficially owned have been pledged as security for any loan or indebtedness.

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PROPOSAL 1

ELECTION OF DIRECTORS

Nominees for Directors

        The Board currently consists of 13 members. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the 12 persons named below have been nominated for election as directors. Each nominee, if elected at the Annual Meeting, will serve until our 2014 Annual General Meeting of Shareholders, or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with our Articles or applicable law. Proxies cannot be voted for a greater number of persons than the nominees named.

        Mr. Bacal, a current director of the Company, will not stand for re-election at the Annual Meeting. Mr. Bacal will, however, continue to serve as a member of the Board until the date of the Annual Meeting.

        The nominees have consented to serve on the Board and the Board has no reason to believe that they will not serve if elected. However, if any of them should become unavailable to serve as a director, and if the Board has designated a substitute nominee, the persons named as proxies will vote for this substitute nominee. There are no family relationships among the nominees for directors or executive officers of the Company. Ages are as of July 19, 2013.

Michael Burns

Age: 54

Director Since: August 1999

Position with the Company: Mr. Burns has been our Vice Chairman since March 2000.

Business Experience: Mr. Burns served as Managing Director and Head of the Office at Prudential Securities Inc.'s Los Angeles Investment Banking Office from 1991 to March 2000.

Other Directorships: Mr. Burns is the Chairman and a co-founder of Novica.com, a private company, and a member of the Board of Visitors of the John E. Anderson Graduate School of Management at the University of California at Los Angeles.

Qualifications: Since 1999, Mr. Burns joined Mr. Feltheimer in building the Company into a leading global entertainment company with annual revenue of approximately $2.7 billion in fiscal 2013. Through an accomplished career specialized in raising equity within the media and entertainment industry, Mr. Burns brings important business and financial expertise to the Board in its deliberations on complex transactions and other financial matters. Additionally, Mr. Burns' extensive knowledge of, and history with, the Company, his financial and investment banking expertise, his in-depth understanding of our industry, his connections in the business community and relationships with our shareholders, makes Mr. Burns an invaluable advisor to the Board.

Gordon Crawford

Age: 66

Director Since: February 2013

Business Experience: Since June 1971, Mr. Crawford served in various positions at Capital Research Management, a privately held investment management company. In December 2012, he retired as its Senior Vice President. Currently, Mr. Crawford serves as Chairman of the Board of Trustees of the U.S. Olympic Foundation and Vice Chairman of the Paley Center for Media. Mr. Crawford also served as the Chairman of Southern California Public Radio from 2000 to 2012, and as Vice Chairman at The Nature Conservancy from January 2003 to October 2012.

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Qualifications: Mr. Crawford has been one of the most influential and successful investors in the media and entertainment industry since 1971. This professional experience and deep understanding of the media and entertainment sector makes Mr. Crawford a valuable member of our Board.

Arthur Evrensel

Age: 55

Director Since: September 2001

Position with the Company: Mr. Evrensel is Chairman of the Compensation Committee of the Board.

Business Experience: Mr. Evrensel has been a partner with the law firm of Heenan Blaikie LLP since 1992.

Qualifications: Mr. Evrensel is a leading counsel in entertainment law relating to television and motion picture development, production, financing and distribution, as well as in the areas of new media and video game law. Mr. Evrensel is recognized as one of Canada's leading entertainment lawyers in the Guide to the Leading 500 Lawyers in Canada published by Lexpert/American Lawyer, the Euromoney Legal Media Group's Guide to the World's Leading Technology, Media & Telecommunications Lawyers, and in The Best Lawyers in Canada (Woodward/White). In 2012, he was named Vancouver's Best Lawyer of the Year in Entertainment Law. Mr. Evrensel has also published numerous articles on international co-productions and bank financing in the filmed entertainment industry, has lectured at McGill University, University of British Columbia and the University of Victoria, and has chaired numerous seminars and conferences on the film and television industry in Canada, the United States, China and England. This expertise, along with his in-depth understanding of our industry and his network in the business and entertainment community provide meaningful leadership for the Board.

Jon Feltheimer

Age: 61

Director Since: January 2000

Position with the Company: Mr. Feltheimer has been our Chief Executive Officer since March 2000 and served as the Co-Chairman of the Board from June 2005 to February 2012.

Business Experience: Mr. Feltheimer worked for Sony Pictures Entertainment from 1991 to 1999, serving as Founder and President of TriStar Television from 1991 to 1993, as President of Columbia TriStar Television from 1993 to 1995, and, from 1995 to 1999, as President of Columbia TriStar Television Group and Executive Vice President of Sony Pictures Entertainment.

Other Directorships: Mr. Feltheimer is a director of Horror Entertainment, LLC, a private company of which the Company owns a 34.5% interest ("FEARnet"), and a director of TV Guide Entertainment Group, LLC.

Qualifications: Since 2000 and during Mr. Feltheimer's tenure, the Company has grown into a leading global entertainment company through a combination of organic growth and accretive strategic acquisitions. As our Chief Executive Officer, Mr. Feltheimer provides a critical link to management's perspective in Board discussions regarding the businesses and strategic direction of the Company. With over 30 years of experience in the entertainment industry, Mr. Feltheimer brings an unparalleled level of strategic and operational experience to the Board, as well as an in-depth understanding of our industry and invaluable relationships in the business and entertainment community.

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Frank Giustra

Age: 55

Director Since: December 2010

Position with the Company: Mr. Giustra founded Lionsgate in 1997 and was our Chairman from 1997 to 2003.

Business Experience: Since August 2007, Mr. Giustra has been the President and Chief Executive Officer of Fiore Financial Corporation ("Fiore"), a private boutique merchant banking firm focused on creating, financing, and launching investment opportunities in the natural resource sector. Fiore provides certain of its services exclusively to Endeavour Financial Corporation, of which Mr. Giustra was Chairman from January 2001 to August 2007.

Other Directorships: Since August 2012, Mr. Giustra has been a member of the Board of Directors of Petromanas Energy Inc. (PMI: TSVX). From July 2010 to June 2013, Mr. Giustra was a member of the Board of Directors of Eacom Timber Corporation (ETR: TSXV), from July 2008 to March 2011, a member of the Board of Directors of Gold Wheaton Gold Corp., a former public company then listed on the Toronto Stock Exchange, from February 2010 to September 2010, a member of the Board of Directors of Crew Gold Corporation (CRU: TSX), from October 2009 to September 2010, a member of the Board of Directors of Etruscan Resources Inc., a former public company then listed on the Toronto Stock Exchange, from April 2007 to June 2008, a member of the Board of Directors of Peak Gold Ltd., a former public company then listed on the TSX Venture Exchange, and from October 2005 to February 2007, a member of the Board of Directors of UrAsia Energy Ltd., a former public company then listed on the TSX Venture Exchange. Mr. Giustra is also a member of the Board of Trustees of the William J. Clinton Foundation and International Crisis Group, a director of the Radcliffe Foundation, and sits on the Board of Streettohome Foundation. In June 2007, Mr. Giustra and Former President Bill Clinton launched the Clinton Giustra Sustainable Growth Initiative, which focuses on alleviating poverty in the developing world in partnership with the global mining community.

Qualifications: Mr. Giustra's reputation and relationships with the investment community, which includes investment banks, commercial banks, and large institutional equity investors, and his prior experience in the entertainment industry as the founder of the Company, provide the requisite qualifications, skills, perspectives and experience that make him well qualified to serve on the Board.

Morley Koffman, Q.C.

Age: 83

Director Since: November 1997

Position with the Company: Mr. Koffman is Chairman of the Nominating and Corporate Governance Committee of the Board and a member of the Audit Committee of the Board.

Business Experience: Mr. Koffman is a lawyer with the firm of Koffman Kalef LLP, where he has practiced since 1993.

Other Directorships: From 1993 to 2007, Mr. Koffman was a director, a member of the Audit Committee and Chairman of the Corporate Governance Committee of Ainsworth Lumber Co. Ltd. (ANS: TSX).

Qualifications: Mr. Koffman has considerable strength and experience as a corporate and commercial lawyer for the past 50 years. He has also been a director and member of audit committees and corporate governance committees of several public companies over his years of practice. Mr. Koffman's legal background and knowledge of British Columbia law and long-time service on the Audit Committee of the Board and the Nominating and Corporate Governance Committee of the Board provide the Board with the perspective of an experienced lawyer who has evaluated operational and business issues similar to those facing the Company.

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Harald Ludwig

Age: 58

Director Since: November 1997 to December 2004, reappointed in June 2005.

Position with the Company: Mr. Ludwig is a member of the Strategic Advisory Committee of the Board.

Business Experience: Since 1985, Mr. Ludwig has served as President and Chief Executive Officer of Macluan Capital Corporation, a private equity firm.

Other Directorships: Mr. Ludwig is a director, a member of the Governance and Nominating Committee and Chairman of the Compensation Committee of West Fraser Timber Co. Limited (WFT: TSX), a director, Chairman of the Corporate Governance and Nominating Committee, and member of the Audit and Compensation Committees of Canadian Overseas Petroleum Limited (formerly Velo Energy, Inc.) (XOP: TSXV), a director and member of the Remuneration Committee of Zattikka plc (ZATT: LON), and a director and member of the Conflict Committee of Seaspan Corporation (SSW: NYSE). From 2007 to 2009, Mr. Ludwig was a director of Third Wave Acquisition Corp., a company formerly listed on the American Stock Exchange, from 2010 to 2012, a director of Prima Columbia Hardwood Inc. (PCT: TSXV), and from 2011 to 2013, a director of West African Iron Ore Corp. (WAI: TSXV).

Qualifications: With over 30 years of business and investment experience, and as a founding partner or private equity investor in a number of North American and international private equity firms, hedge funds, mezzanine lenders, growth capital providers, distressed investment firms and real estate investment vehicles, Mr. Ludwig provides unique insight and valuable advice on business practices. Moreover, Mr. Ludwig's practical business experience, financial and business acumen and his connections in the business community provide the Board with critical perspective on the business issues the Company faces and make him uniquely qualified to serve on the Board.

G. Scott Paterson

Age: 49

Director Since: November 1997

Position with the Company: Mr. Paterson is Chairman of the Audit Committee of the Board and a member of the Strategic Advisory Committee of the Board.

Business Experience: Mr. Paterson is Vice Chairman of NeuLion Inc. (NLN: TSX), a leading provider of live sports content to Internet-connect devices on behalf of customers including the NFL, NHL, NBA and UFC. Mr. Paterson previously served as Chairman and Chief Executive Officer of Yorkton Securities Inc. He also former Chairman of the Canadian Venture Stock Exchange and former Vice Chairman of the Toronto Stock Exchange. In 2009, Mr. Paterson obtained an ICD.d designation by graduating from the Rotman Institute of Corporate Directors at the University of Toronto.

Other Directorships: Mr. Paterson is Chairman of Symbility Solutions (SY: TSX), Co-Chairman of Gale Force Petroleum Inc. (GFP: TSXV) and Chairman of Apogee Silver Ltd. (APE: TSXV). From 2003 to 2007, Mr. Paterson was a member of the Board and Audit Committee of Rand A Technology Corp. and from 1994 to 2002, a member of the Board of Leitch Technology Corp., both then listed on the Toronto Stock Exchange and both subsequently acquired. In addition, Mr. Paterson is Chairman of the Merry Go Round Children's Foundation and a Governor of Ridley College.

Qualifications: Mr. Paterson's investment banking background and experience with the Canadian securities industry, together with his management experience at entertainment-related companies provide the Board with significant operational and financial expertise with specific application to the entertainment industry. His varied service as a director and

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chairman of other public companies brings him a wide range of knowledge surrounding strategic transactions, board of director oversight, corporate responsibility and securities regulations that is valuable to the Board when considering recommendations and decisions for the Company.

Mark H. Rachesky, M.D.

Age: 54

Director Since: September 2009

Position with the Company: Dr. Rachesky is Chairman of the Board, a member of the Strategic Advisory Committee of the Board and a member of the Compensation Committee of the Board.

Business Experience: Dr. Rachesky is the President and Founder of MHR Fund Management LLC ("MHR"), an investment firm that he founded in 1996. MHR manages in excess of $5 billion utilizing its highly differentiated approach to investing in distressed middle-market companies with a focus on sourcing through its industry and portfolio company relationships. Dr. Rachesky holds an M.B.A. from the Stanford University School of Business, an M.D. from the Stanford University School of Medicine, and a B.A. from the University of Pennsylvania.

Other Directorships: Dr. Rachesky is Chairman of the Board of Directors, member of the Executive Committee and Chairman of the Compensation Committee of Loral Space & Communications Inc. (LORL: NASDAQ), Chairman of the Board and member of the Compensation & Corporate Governance Committee of Telesat Canada, Chairman of the Board, Chairman of the Nominating and Corporate Governance Committee and member of the Compensation Committee of Leap Wireless International, Inc. (LEAP: NASDAQ), a director and member of the Governance and Nominating Committee and the Compensation Committee of Emisphere Technologies, Inc. (EMIS: OTCBB), and a director and member of the Nominating and Governance Committee, Finance Committee and Compensation Committee of Navistar International Corporation (NAV: NYSE). Additionally, since 2005, Dr. Rachesky has served as a member of the Board of Directors of NationsHealth, Inc., a company formerly listed on the OTCBB, and from 1999 to 2008, as a member of the Board of Directors of Neose Technologies, Inc.

Qualifications: Dr. Rachesky has demonstrated leadership skills as well as extensive financial expertise and broad-based business knowledge and relationships. In addition, as the President of MHR, with a demonstrated investment record in companies engaged in a wide range of businesses over the last 15 years, together with his experience as chairman and director of other public and private companies, Dr. Rachesky brings to the Board broad and insightful perspectives relating to economic, financial and business conditions affecting the Company and its strategic direction.

Daryl Simm

Age: 52

Director Since: September 2004

Position with the Company: Mr. Simm is a member of the Nominating and Corporate Governance Committee of the Board and a member of the Compensation Committee of the Board.

Business Experience: Since 1998, Mr. Simm has been Chairman and Chief Executive Officer of Omnicom Media Group, a division of Omnicom Group, Inc. (OMC:NYSE), of which he is an officer.

Qualifications: During his career, Mr. Simm has played a leading role in the decoupling of media services from ad agencies, resulting in the best media values and cost improvements.

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Under Mr. Simm's tenure at Omnicom, the company has been honored as the world's most creative media agency for a number of years by The Gunn Report for Media, which evaluates global media creativity. Additionally, Mr. Simm has received numerous industry awards over the years, including "Media Maven" by Advertising Age and the Media Executive of the Year and Media Innovator Awards. This knowledge and experience in leading a highly successful, entrepreneurial, creative-led agency provides meaningful leadership in these areas to the Board.

Hardwick Simmons

Age: 73

Director Since: June 2005

Position with the Company: Mr. Simmons is Chairman of the Strategic Advisory Committee of the Board and a member of the Audit Committee of the Board.

Business Experience: Mr. Simmons currently serves as President of Stonetex Oil Company and as a director of various privately held companies. From February 2001 to June 2003, Mr. Simmons served first as Chief Executive Officer and then as Chairman and Chief Executive Officer at The NASDAQ Stock Market Inc. From May 1991 to December 2000, Mr. Simmons served as President and Chief Executive Officer of Prudential Securities Incorporated.

Other Directorships: Mr. Simmons is currently the Lead Director and Chairman of the Audit Committee of Raymond James Financial (RJF: NYSE). Additionally, from 2007 to 2009, Mr. Simmons was a director of Geneva Acquisition Corp., a company listed on the American Stock Exchange.

Qualifications: Mr. Simmons, through an accomplished career overseeing one of the largest equity securities trading markets in the world and other large complex financial institutions, brings important business and financial expertise to the Board in its deliberations on complex transactions and other financial matters. In addition, his broad business knowledge, connections in the business community, and valuable insight regarding investment banking and regulation is relevant to the Board's oversight of the Company's business.

Phyllis Yaffe

Age: 64

Director Since: September 2009

Position with the Company: Ms. Yaffe is a member of the Audit Committee of the Board and a member of the Nominating and Corporate Governance Committee of the Board.

Business Experience: From June 2005 to December 2007, Ms. Yaffe was Chief Executive Officer and a member of the Board of Directors of Alliance Atlantis Communications, a media company for whom she has worked in several capacities since 1998. Alliance Atlantis Communications was acquired in 2007 by CanWest Global Communications.

Other Directorships: Ms. Yaffe is Lead Director, the Chair of the Nominating and Governance Committee and a member of the Salary and Organization Committee of Torstar Corporation (TS.B: TSX), and the Chair of the Board of Cineplex Entertainment LP. Cineplex Inc. owns approximately 99.6% of Cineplex Entertainment LP (CGX: TSX). Additionally, from 2010 to July 2013, Ms. Yaffe was a director of Astral Media, Inc. (ACM: TSX). Ms. Yaffe is also Chair of the Board of Governors of Ryerson University, the Chair of Women Against Multiple Sclerosis (Canada) and a member of the Board of Directors of Blue Ant Media, an independent Canadian broadcasting and media company specializing in the operation of multi-platform broadcast and video-on-demand channels and content production.

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Qualifications: Ms. Yaffe has extensive experience in the entertainment industry. At Alliance Atlantis, Ms. Yaffe was responsible for overseeing worldwide operations, including all of its Canadian specialty television channels, its international television distribution business and the hit CSI franchise. In 1999, Ms. Yaffe was selected as the Canadian Women in Communications Woman of the Year, and received the Lifetime Achievement Award from Women in Film and Television in April 2000. In 2006, Ms. Yaffe was included in the Women's Executive Network's list of Canada's 100 Most Powerful Women and in November 2007, she was inducted into the Canadian Association of Broadcasters' Broadcast Hall of Fame. Ms. Yaffe brings to the Board new broadcast expertise as the Company continues its successful diversification into television production and broadcasting.

Vote Required and Board Recommendation

        The affirmative vote of a majority of votes cast by holders of the common shares present at the Annual Meeting or represented by proxy is required for the election of each of the nominated directors. For purposes of this proposal, abstentions and broker non-votes will not be counted in determining the number of votes necessary for the election of each of the nominated directors.

        UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR. THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.

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PROPOSAL 2

RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        At the request of the Audit Committee, Ernst & Young LLP will be nominated at the Annual Meeting for re-appointment as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014 at remuneration to be fixed by the Audit Committee. Ernst & Young LLP has been our independent registered public accounting firm since August 2001.

        Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, and will have the opportunity to make a statement if they desire to do so, and to respond to appropriate questions from shareholders.

Vote Required and Board of Directors Recommendation

        The affirmative vote of a majority of votes cast by holders of the common shares present at the Annual Meeting or represented by proxy is required for the re-appointment of Ernst & Young LLP as our independent registered public accounting firm. For purposes of this proposal, abstentions and broker non-votes will not be counted in determining the number of votes necessary for the re-appointment of Ernst & Young LLP as our independent registered public accounting firm.

        UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2014, AT A REMUNERATION TO BE DETERMINED BY THE AUDIT COMMITTEE. THE BOARD RECOMMENDS THEIR RE-APPOINTMENT.

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PROPOSAL 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

        The Company is providing its shareholders with the opportunity to cast a non-binding, advisory vote on the compensation of our Named Executive Officers (as defined below) as disclosed pursuant to the SEC's executive compensation disclosure rules and set forth in this proxy statement (including in the compensation tables and narratives accompanying those tables as well as in the Compensation Discussion and Analysis).

        In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) and the related rules of the SEC, the Board will request your advisory vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company's Named Executive Officers, as disclosed in this proxy statement pursuant to the SEC's executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

        This vote is an advisory vote only and will not be binding on the Company, the Board or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Board or the Compensation Committee. However, the Compensation Committee, which is responsible for designing and administering the Company's executive compensation program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers.

        The Company's current policy is to provide shareholders with an opportunity to approve the compensation of the Named Executive Officers each year at the Annual Meeting of Shareholders. It is expected that the next such vote will occur at the 2014 Annual Meeting.

Vote Required

        Approval of this Proposal No. 3 requires the affirmative vote of the holders of a majority of the Company's common shares present at the Annual Meeting in person or by proxy and entitled to vote on this proposal. For purposes of this proposal, abstentions and broker non-votes will not be counted in determining the number of votes necessary for the advisory vote to approve executive compensation.

Recommendation of the Board

        THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 3.

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INFORMATION REGARDING THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD OF DIRECTORS

Board Leadership Structure

        The Board is currently comprised of the following members:

•

an independent, non-executive Chairman;



•

an executive Chief Executive Officer;



•

an executive Vice Chairman; and



•

ten other independent directors (see Director Independence below).

        Mr. Feltheimer is the Chief Executive Officer of the Company, and together with Mr. Burns, the Company's Vice Chairman, have led the Company's development over the past 13 years. The Board believes it is appropriate for Messrs. Feltheimer and Burns to be on the Board in an executive capacity, as they are responsible for the day-to-day supervision, management and control of the business and affairs of the Company, develops its strategic direction, and serve as a bridge between management and the Board to support the alignment of the goals of both.

        Dr. Rachesky is the Chairman of the Board and the lead independent director of the Board. Dr. Rachesky provides leadership as a non-executive Chairman and helps ensure independent oversight of the Company. Dr. Rachesky also presides over the regularly scheduled executive sessions of the non-management directors. In furtherance of the independent oversight of management, the non-management directors routinely meet and hold discussions without management present.

        In keeping with good corporate governance practices, we maintain a majority of independent directors. The Board currently has 11 independent members. A number of our independent Board members are currently serving or have served as directors or as members of senior management of other public companies. All of the committees of the Board are comprised solely of independent directors, each with a different independent director serving as chairperson of the committee. We believe that the number of independent experienced directors that make up the Board, along with the independent oversight of the Board by the non-executive Chairman, benefits the Company and our shareholders.

        The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. The Board in its discretion may elect a Chairman from among its members. The Board has determined that having an independent director serve as Chairman of the Board is in the best interest of the Company at this time.

Board Role in Risk Oversight

        The Company's management is responsible for communicating material risks to the Board and its committees, who provide oversight over the risk management practices implemented by management. Even when the oversight of a specific area of risk has been delegated to a committee, the full Board may maintain oversight over such risks through the receipt of reports from the committee to the full Board. In addition, if a particular risk is material or where otherwise appropriate, the full Board may assume oversight over a particular risk, even if the risk was initially overseen by a committee. The Board and committee reviews occur principally through the receipt of reports from Company management on these areas of risk and discussions with management regarding risk assessment and risk management.

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        Full Board.    At its regularly scheduled meetings, the Board generally receives reports from management which include information relating to specific risks faced by the Company. As appropriate, the Company's Chief Executive Officer or other members of senior management provide strategic and operational reports, which include risks relating to the Company's core theatrical film, home entertainment and television business, as well as the Company's joint venture and channels businesses. The Company's Vice Chairman reports on the Company's various investments, including analysis of prospective capital sources and uses. The Company's Chief Financial Officer reports on credit and liquidity risks, the integrity of internal controls over financial reporting and on internal audit activities. The Company's General Counsel reports on legal risks and reviews material litigation with the Board. Additionally, at each regularly scheduled Board meeting, the full Board may receive reports from individual committee chairpersons, which may include a discussion of risks initially overseen by the committees for discussion and input from the full Board. As noted above, in addition to these regular reports, the Board receives reports on specific areas of risk from time to time, such as cyclical or other risks that are not covered in the regular reports given to the Board and described above. Outside of formal meetings, Board members also have regular access to senior executives, including the Chief Executive Officer, Chief Financial Officer, Chief Operating Officers, Chief Accounting Officer, General Counsel and other division heads. The committee and management reports and real-time management access collectively provide the Board with integrated insight on the Company's management of its risks.

        Committees.    The Board also carries out its oversight responsibility through the delegation to its committees of responsibilities related to the oversight of certain risks, as follows:

•

The Audit Committee, as part of its internal audit and independent auditor oversight, is responsible for reviewing the Company's risk assessment and risk management and discusses risks as they relate to its review of the Company's financial statements, the evaluation of the effectiveness of internal control over financial reporting, compliance with legal and regulatory requirements, performance of the internal audit function, and review of related party transactions, among other responsibilities set forth in the Audit Committee's charter.



•

The Compensation Committee monitors risks related to the Company's compensation practices, including practices related to equity programs, other executive or Company wide incentive programs.



•

The Nominating and Corporate Governance Committee oversees risk as it relates to monitoring developments in law and practice with respect to the Company's corporate governance processes, independence of the Board and director and management succession and transition.

Policy on Hedging

        The Board recognizes that hedging against losses in the Company's securities may disturb the alignment between the interests of our officers and directors and those of our other shareholders in our performance and prospects. For this reason, officers, directors and employees are prohibited from entering into short sales of our securities, trading in "puts" and "calls" or other derivative securities that relate to our common shares, and hedging or monetization transactions (such as zero-cost collars and forward sale contracts) that designated to hedge or offset any decrease in the market value of our securities.

Role of the Board

        The Board reviews and regularly monitors the effectiveness of the Company's fundamental operating, financial and other business plans, policies and decisions, including the execution of its strategies and objectives, and seeks to enhance shareholder value over the long term. The key practices and procedures of the Board are outlined in our Corporate Governance Guidelines available on the Corporate/Governance/Governance Documents section of our website at www.lionsgate.com.

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        The Board held a total of eight meetings in fiscal 2013 (including regularly scheduled and special meetings of the Board, which were held in person or via teleconference) and took action via unanimous written consent four times. Each director attended at least 75% of the aggregate number of meetings of the Board and, meetings of committees on which he or she served in fiscal 2013. All directors are invited, but not required, to attend the Annual Meeting. All of our then current directors attended our 2012 Annual General Meeting of Shareholders in person.

Board Committees and Responsibilities

        The Board has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Strategic Advisory Committee. The table below provides current membership information for our standing committees, as well as meeting information for such committees.

Audit Committee

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        Messrs. Paterson (Chairman), Koffman, Simmons and Ms. Yaffe are the current members of the Audit Committee. The Audit Committee held six meetings during fiscal 2013 (in person or via teleconference). The Audit Committee is governed by a written charter adopted by the Board, which is available in the Corporate/Governance/Governance Documents section on our website at www.lionsgate.com, or may be obtained in print, without charge, by any shareholder upon request to our Corporate Secretary, at either of our principal executive offices.

        Pursuant to its charter, the duties and responsibilities of the Audit Committee include, among other things, the following:

•

overseeing the integrity of the Company's financial statements;



•

overseeing the Company's compliance with legal and regulatory requirements;



•

overseeing the independent auditor's qualifications and independence;



•

overseeing the performance of the Company's internal audit function and independent auditor; and



•

preparing the reports required by applicable SEC and Canadian securities commissions' disclosure rules.

        The Board has determined that each member of the Audit Committee qualifies as an "independent" director under the New York Stock Exchange (the "NYSE") listing standards and the enhanced independence standards applicable to audit committees pursuant to Rule 10A-3(b)(1) under the Exchange Act and that each member of the Audit Committee is "independent" and "financially literate" as prescribed by Canadian securities laws, regulations, policies and instruments. Additionally, the Board has determined that Mr. Paterson is an "audit committee financial expert" under applicable SEC rules and has "accounting or related financial management expertise" under the NYSE listing standards.

Compensation Committee

        Messrs. Evrensel (Chairman), Rachesky and Simm are the current members of the Compensation Committee. The Compensation Committee consisted of Mr. Evrensel, Dr. Rachesky and Mr. Giustra until February 2013, when Mr. Simm replaced Mr. Giustra on the committee. The Compensation Committee held twelve meetings during fiscal 2013 (in person or via teleconference) and took action via unanimous written consent one time. The Compensation Committee is governed by a written charter adopted by the Board, which is available in the Corporate/Governance/Governance Documents section on our website at www.lionsgate.com, or may be obtained in print, without charge, by any shareholder upon request to our Corporate Secretary, at either of our principal executive offices.

        Pursuant to its charter, the duties and responsibilities of the Compensation Committee include, among other things, the following:

•

reviewing, evaluating and making recommendations to the Board with respect to management's proposals regarding the Company's overall compensation policies and practices and overseeing the development and implementation of such policies and practices;

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•

evaluating the performance of and reviewing and approving the level of compensation for our Chief Executive Officer and Vice Chairman;



•

in consultation with our Chief Executive Officer, considering and approving the selection, retention and compensation arrangements for other executive officers and employees of the Company with compensation arrangements that meet the requirements for Compensation Committee review, and establishing, reviewing and approving compensation plans in which such executive officers and employees are eligible to participate;



•

reviewing and recommending for adoption by the Board incentive compensation plans and equity compensation plans and administering such plans and approving award grants thereunder to eligible persons; and



•

reviewing and recommending to the Board compensation for the Board and committee members.

        The Compensation Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate, but no subcommittee will have final decision-making authority on behalf of the Board unless so authorized. The Compensation Committee has no current intention to delegate any of its authority to any subcommittee. Our executive officers, including the Named Executive Officers, do not have any role in determining the form or amount of compensation paid to the Named Executive Officers and our other senior executive officers. However, our Chief Executive Officer and Chief Operating Officers make recommendations to the Compensation Committee with respect to compensation paid to the other executive officers. Pursuant to its charter, the Compensation Committee is also authorized, after considering such independence factors as may be required by the NYSE rules or applicable SEC rules, to retain independent compensation consultants and other outside experts or advisors as it believes to be necessary or appropriate to carry out its duties. See Compensation Discussion and Analysis for additional discussion of the Compensation Committee's role and responsibilities.

        The Board has determined that each member of the Compensation Committee qualifies as an "independent" director under the NYSE listing standards.

Nominating and Corporate Governance Committee

        Messrs. Koffman (Chairman), Simm and Ms. Yaffe are the current members of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee held two meetings during fiscal 2013 (in person or via teleconference). The Nominating and Corporate Governance Committee is governed by a written charter adopted by the Board which is available in the Corporate/Governance/Governance Documents section on our website at www.lionsgate.com, or may be obtained in print, without charge, by any shareholder upon request to our Corporate Secretary, at either of our principal executive offices.

        Pursuant to its charter, the duties and responsibilities of the Nominating and Corporate Governance Committee include, among other things, the following:

•

identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board, including those recommended by our shareholders;

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•

considering and recommending to the Board the director nominees for each annual meeting of shareholders, the Board committees and the Chairpersons thereof;



•

developing and recommending to the Board a set of corporate governance guidelines applicable to the Company; and



•

overseeing the evaluation of the Board and management.

        The Board nominates directors for election at each annual meeting of shareholders and elects new directors to fill vacancies when they arise. The Nominating and Corporate Governance Committee has the responsibility to identify, evaluate, recruit and recommend qualified candidates to the Board for nomination or election. In considering candidates for the Board, the Nominating and Corporate Governance Committee reviews the entirety of each candidate's credentials. In particular, the committee's assessment of potential candidates for election includes, but is not limited to, consideration of: (i) relevant knowledge and diversity of background and experience; (ii) understanding of the Company's business; (iii) roles and contributions valuable to the business community; (iv) personal qualities of leadership, character, judgment and whether the candidate possesses and maintains throughout service on the Board a reputation in the community at large of integrity, trust, respect, competence and adherence to the highest ethical standards; (v) whether the candidate is free of conflicts and has the time required for preparation, participation and attendance at all meetings; (vi) compatibility with our Chief Executive Officer, senior management and the culture of the Board; and (vii) other factors deemed relevant. With regard to diversity, the Company is committed to considering candidates for the Board regardless of gender, ethnicity and national origin.

        The Nominating and Corporate Governance Committee assesses the Board's current and anticipated strengths and needs based upon the Board's then-current profile and the Company's current and future needs, and screens the slate of candidates to identify the individuals who best fit the criteria listed above. During the selection process, the Nominating and Corporate Governance Committee seeks inclusion and diversity within the Board. Although we do not currently have a policy with regard to the consideration of diversity in identifying candidates for election to the board, the Nominating and Corporate Governance Committee recognizes the benefits associated with a diverse board, and takes diversity considerations into account when identifying candidates. The Nominating and Corporate Governance Committee utilizes a broad concept of diversity, including diversity of professional experience, employment history, prior experience on other boards of directors, and more familiar diversity concepts such as race, gender and national origin. These factors, and others considered useful by the Nominating and Corporate Governance Committee, will be reviewed in the context of an assessment of the perceived needs of the Board at a particular point in time. Prior to the nomination of a new director, the Nominating and Corporate Governance Committee follows prudent practices, such as interviews of the potential nominee conducted by members of the Board and senior management.

        For instructions on how shareholders may submit recommendations for director nominees to the Nominating and Corporate Governance Committee, see Shareholder Communications below.

        The Board has determined that each member of the Nominating and Corporate Governance Committee qualifies as an "independent" director under the NYSE listing standards.

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Strategic Advisory Committee

        Messrs. Simmons (Chairman), Ludwig, Paterson and Rachesky are the current members of the Strategic Advisory Committee. The Strategic Advisory Committee held two meetings during fiscal 2013 (in person or via teleconference). The Strategic Advisory Committee is responsible for reviewing the Company's strategic plan, meeting with management on a periodic basis to review operations against the plan, as well as overseeing preliminary negotiations regarding strategic transactions and, when applicable, acting as a pricing and approval committee on certain transactions.

        Each member of the Strategic Advisory Committee qualifies as an "independent" director under the NYSE listing standards.

Shareholder Communications

        The Board recognizes the importance of providing our shareholders and interested parties with a means of direct communication with the members of the Board. Shareholders and interested parties who would like to communicate with the Chairman of the Board or our non-employee directors as a group may do so by writing to the Board or our non-employee directors as a group, care of our Corporate Secretary, at either of our principal executive offices. The complete text of our Policy on Shareholder Communications is available in the Corporate/Governance/Governance Documents section on our website at www.lionsgate.com. Our Corporate Secretary will log in all shareholder and interested party correspondence and forward to the director addressee(s) all communications that, in his judgment, are appropriate for consideration by the directors. Any director may review the correspondence log and request copies of any correspondence. Examples of communications that would be considered inappropriate for consideration by the directors include, but are not limited to, commercial solicitations, trivial, obscene, or profane items, administrative matters, ordinary business matters, or personal grievances. Correspondence that is not appropriate for board of director review will be handled by our Corporate Secretary. All appropriate matters pertaining to accounting or internal controls will be brought promptly to the attention of the Chairman of the Audit Committee.

        Shareholder recommendations for director nominees are welcome and should be sent to our General Counsel and Chief Strategic Officer at 2700 Colorado Avenue, Suite 200, Santa Monica, California 90404, who will forward such recommendations to the Chairman of the Nominating and Corporate Governance Committee. At the time a shareholder makes a recommendation the shareholder must provide:

•

the name and address of the shareholder who makes the recommendation and of the candidate(s);



•

all information about the candidate(s) that we would be required to disclose in a proxy statement in accordance with the Exchange Act;



•

certification of whether the candidate meets the requirements to be



•

independent under the NYSE listing standards and as prescribed by Canadian securities laws,

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•

unrelated under the BC Act,



•

a non-management director under Rule 16b-3 of the Exchange Act, and



•

an outside director under §162(m) of the Internal Revenue Code;



•

proof of the candidate's consent to serve on the Board if nominated and elected;



•

proof of the candidate's agreement to complete, upon request, any questionnaire(s) customary for the Company's directors; and



•

if a shareholder recommending a candidate is not a record holder the shareholder must provide evidence of eligibility as set forth in Exchange Act Rule 14a-8(b)(2).

        The Nominating and Corporate Governance Committee will evaluate candidates recommended by shareholders in the same manner as candidates recommended by other sources, including evaluating the candidate against any standards and qualifications set out in the committee's guidelines and criteria approved by the Board from time to time.

        Our policy on shareholder and interested party communications may be amended at any time with the consent of the Nominating and Corporate Governance Committee.

Codes of Conduct and Ethics

        We have a Code of Business Conduct and Ethics that applies to all our directors, officers and employees, and a Code of Ethics for Senior Financial Officers that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Each of these codes is available in the Corporate/Governance/Governance Documents section on our website at www.lionsgate.com, or may be obtained in print, without charge, by any shareholder upon request to our Corporate Secretary, at either of our principal executive offices. We will disclose on our website waivers of, or amendments to, either code that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or persons performing similar functions.

Director Independence

        It is the policy of the Board that a majority of directors be "independent" of the Company and of the Company's management. For a director to be deemed "independent," the Board will affirmatively determine that the director has no material relationship with the Company or its affiliates or any member of the senior management of the Company or his or her affiliates. In making this determination, the Board will apply, at a minimum and in addition to any other standards for independence established under applicable statutes and regulations, the following standards, which are available in the Corporate/Governance/Governance Documents section on our website at www.lionsgate.com and which may be amended or supplemented, from time to time:

•

A director who is, or has been within the last three years, an employee of the Company, or whose immediate family member is, or has been within the last three years an executive officer of the Company will not be deemed independent. Employment as an interim Chairman or Chief Executive Officer or other executive officer will not disqualify a director from being considered independent following that employment.



•

A director who has received, or who has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), will not be deemed independent. Compensation received by a

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director for former service as an interim Chairman or Chief Executive Officer or other executive officer, and compensation received by an immediate family member for service as an employee (other than an executive officer) of the Company will not be considered in determining independence under this test.

•

(A) A director who is a current partner or employee of a firm that is the Company's internal or external auditor; (B) a director who has an immediate family member who is a current partner of such a firm; (C) a director who has an immediate family member who is a current employee of such a firm and personally works on the Company's audit; or (D) a director who was, or whose immediate family member was, within the last three years a partner or employee of such a firm and personally worked on the Company's audit within that time will not be deemed independent.



•

A director who is, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company's present executive officers at the time serves or served on that company's compensation committee will not be deemed independent.



•

A director who is a current employee, or whose immediate family member is a current executive officer, of an entity that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other entity's consolidated gross revenues, will not be deemed independent. In applying this test, both the payments and the consolidated gross revenues shall be those reported in the last completed fiscal year.

        Pursuant to our Corporate Governance Guidelines, the Board undertook its annual review of director independence in June 2013. During the annual review, the Board considered transactions and relationships between each director or any member of his immediate family and the Company and its subsidiaries and affiliates, including those reported under the heading Certain Relationships and Related Transactions below. The Board also examined transactions and relationships between directors or their affiliates and members of the Company's senior management or their affiliates. As provided in our Corporate Governance Guidelines, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is "independent." The Nominating and Corporate Governance Committee, with assistance from counsel, regularly reviews our Corporate Governance Guidelines to ensure their compliance with Canadian law and SEC and NYSE regulations. The full text of our Corporate Governance Guidelines is available in the Corporate/Governance/Governance Documents section on our website at www.lionsgate.com, or may be obtained in print, without charge, by any shareholder upon request to our Corporate Secretary, at either of our principal executive offices.

        As a result of this review, the Board affirmatively determined that each of Messrs. Bacal, Crawford, Evrensel, Giustra, Koffman, Ludwig, Paterson, Dr. Rachesky, Simm, Simmons and Ms. Yaffe are "independent" under our Standards for Director Independence, Canadian standards, SEC rules and regulations and the NYSE listing standards. Each of these directors meets the independence requirements adopted by the Board as set forth above and has no other material relationships with the Company that the Board, after considering all relevant facts and circumstances, believes would interfere with the exercise of independent judgment in carrying out such director's responsibilities.

        In making its determination that Messrs. Bacal and Evrensel are "independent" directors, the Board noted that Heenan Blaikie LLP, of which Messrs. Bacal and Evrensel are partners, is the Company's outside Canadian corporate counsel. Given that neither Mr. Bacal nor Mr. Evrensel directly represented the Company in any legal matters in fiscal 2013 and the Company's payments to Heenan Blaikie LLP for services rendered in fiscal 2013 represented less than 2% of such firm's total

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consolidated gross revenues for its last fiscal year, the Board concluded that this relationship does not affect their status as "independent" directors.

Director Compensation

        The Compensation Committee reviews and makes recommendations to the Board with respect to compensation of the Board and committee members. In April 2012, the Compensation Committee engaged Pearl Meyer & Partners ("PM&P"), an independent third party consultant, to review the compensation provided to members of the Board who are not employees of the Company or any of its subsidiaries (the "Non-Employee Directors"). In conducting its assessment, PM&P reviewed the following: (i) the components of the Company's then-current Non-Employee Director compensation program; (ii) the Company's non-executive chairman compensation relative to the Company's Non-Employee Director compensation; (iii) the general structure of the Board (including past and projected time commitments for service on the Board); and (iv) Non-Employee Director compensation among two comparator groups consisting of (a) a group of companies in the industry with revenues ranging from $750 million to $3 billion and (b) a select group of seven companies within the broader media and leisure product industries (consisting of DreamWorks Animation SKG, Inc., Electronic Arts, Inc., John Wiley & Sons, Inc., Madison Square Garden Co., Netflix, Inc., Scholastic Corp. and Sirius XM Radio, Inc.). PM&P's assessment found the Company's then-current non-employee director compensation levels to be in the bottom quartile of the comparators.

        Based on PM&P's assessment and as recommended and approved by the Compensation Committee and the Board at meetings held in May 2012, effective May 24, 2012, the Non-Employee Directors currently receive an annual retainer of $50,000, an award of restricted share units with a grant date value of $50,000 granted annually on the date of the Company's Annual General Meeting of Shareholders and a fee of $1,400 for each meeting of a committee on which a Non-Employee Director is a member and attends, in person or via teleconference or videoconference. The restricted share units vest in annual installments over three years following the date of grant and are paid upon vesting in an equivalent number of the Company's common shares. Additionally, the non-employee Chairman of the Board receives an additional annual retainer of $52,000, the Chairman of the Audit Committee receives an additional annual retainer of $15,000, and the Chairman of the Compensation Committee, the Chairman of the Nominating and Corporate Governance Committee, and the Chairman of the Strategic Advisory Committee each receive an additional annual retainer of $10,000.

        The retainers and fees for the Non-Employee Directors are paid, at the director's election, either 50% in cash and 50% in the form of the Company's common shares or 100% in the form of the Company's common shares. Retainers are paid in two installments each year, with the number of the Company's common shares to be delivered in payment of any retainer to be determined by dividing the dollar amount of the retainer to be paid in the form of the Company's common shares by the average closing price of the Company's common shares for the previous five business days prior to payment.

        The Company requires that Non-Employee Directors maintain an ownership position in the Company of at least $150,000 of the Company's common shares; provided, however, that new directors shall have three years from their initial election to the Board to reach this ownership threshold. Pursuant to the Company's policies, directors are also reimbursed for reasonable expenses incurred in the performance of their duties.

        The following table presents information regarding compensation paid to each of our Non-Employee Directors for services rendered during fiscal 2013. Compensation paid to Messrs. Feltheimer and Burns, each of whom is also employed by us, is presented in the Summary Compensation table and the related explanatory tables.

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DIRECTOR COMPENSATION—FISCAL 2013

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MANAGEMENT

Biographical Information

        The following is a list of our executive officers followed by their biographical information (other than for Messrs. Feltheimer and Burns, whose biographical information appears above). Ages are as of July 19, 2013.

        Steven Beeks.    Mr. Beeks has been our President, Motion Picture Group, since March 2012, our Chief Operating Officer since April 2007, our Co-Chief Operating Officer since September 2007, and the President of Lions Gate Entertainment Inc., our wholly owned subsidiary, since December 2003. From July 2006 to March 2012, Mr. Beeks served as our President, and from January 1998 to December 2003, as the President of Artisan Home Entertainment Inc., our wholly owned subsidiary.

        Brian Goldsmith.    Mr. Goldsmith has been our co-Chief Operating Officer since October 2012, and served as our Executive Vice President, Corporate Development and Strategy, from September 2008 to October 2012. Prior to that, Mr. Goldsmith served as the Chief Operating Officer and Chief Financial Officer of Mandate Pictures, LLC, a wholly-owned subsidiary of the Company since September 2007.

        James Keegan.    Mr. Keegan has been our Chief Financial Officer since September 2002 and our Chief Administrative Officer since April 2002. From September 1998 to April 2002, Mr. Keegan was the Chief Financial Officer of Artisan Entertainment Inc., our wholly owned subsidiary. From April 1989 to March 1990, Mr. Keegan was Controller of Trimark Holdings, Inc. and from March 1990 to August 1998, he was the Chief Financial Officer of Trimark Holdings, Inc.

        Wayne Levin.    Mr. Levin has been our Chief Strategic Officer since February 2013 and our General Counsel since November 2000. Previously, Mr. Levin had been our Executive Vice President, Corporate Operations since February 2004. Mr. Levin had been our Executive Vice President, Legal and Business Affairs since November 2000. Mr. Levin worked for Trimark Holdings, Inc. from September 1996 to November 2000, first as Director of Legal and Business Affairs from 1996 to 1998 and then as General Counsel and Vice President from 1998 to 2000.

Appointment of Executive Officers

        Our officers are appointed and serve at the discretion of the Board. The employment agreements for the Named Executive Officers (as defined under Executive Compensation below) are described in Executive Compensation Information—Description of Employment Agreements below.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

        This Compensation Discussion and Analysis ("CD&A") is designed to provide stockholders with an understanding of the Company's executive compensation philosophy and objectives as well as the analysis that the Compensation Committee performs in setting executive compensation. In doing so, it describes the material elements of compensation awarded to, earned by or paid to the individuals who served as our principal executive officer or our principal financial officer during fiscal 2013, and our three other most highly compensated executive officers for fiscal 2013 (the "Named Executive Officers"). The Named Executive Officers for fiscal 2013 are:

Executive Summary

        The Company is a leading global entertainment company with a strong and diversified presence in motion picture production and distribution, television programming and syndication, home entertainment, family entertainment, digital distribution, new channel platforms and international distribution and sales. The Company believes that the design of its executive compensation program as described in this CD&A plays an important role in attracting and retaining top executive talent and providing appropriate incentives for those executives to achieve continued growth of the Company and the creation of value for our shareholders.

        For fiscal 2013, the Company reported strong fiscal performance. The Company's fiscal 2013 revenue of $2.71 billion represented an increase of approximately 71% compared over its revenue of $1.59 billion in the prior year. The Company's adjusted EBITDA of $329.7 million for fiscal 2013 represented an increase of approximately 360% over adjusted EBITDA of $71.6 million in the prior year. Net income for the fiscal year was $232.1 million or $1.73 basic net income per share compared to a $(39.1) million net loss or $(0.30) basic net loss per share during the prior year. Free cash flow of $280.5 million for fiscal 2013 compared to negative free cash flow of $(86.9) million in the prior year. The Company's filmed entertainment backlog, or already contracted future revenue not yet recorded, was $1.1 billion at March 31, 2013.¹

        As shown in the graph below, the Company's total shareholder return has outpaced the returns for the NYSE Composite Index and the S&P Movies & Entertainment Index for the period commencing March 31, 2008 and ending March 31, 2013.

¹

See Annex A to this Proxy Statement for definitions of the non-GAAP financial measures discussed in this summary (i.e., adjusted EBITDA and free cash flow) and a reconciliation of each such non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.

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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Lions Gate Entertainment Corporation, the NYSE Composite Index,
and the S&P Movies & Entertainment Index

*

$100 invested on 3/31/08 in stock or index, including reinvestment of dividends. Fiscal year ending March 31.

        During fiscal 2013, the Company also delivered value to its shareholders as our stock price increased by approximately 71% from $13.92 at the beginning of the fiscal year to $23.77 at the end of the fiscal year. As of July 19, 2013, our stock price had increased further to $32.63.

Key Features of Our Executive Compensation Program

        The Compensation Committee believes that the executive compensation program includes key features that align the interests of the Named Executive Officers and the Company's long-term strategic direction with the interests of our shareholders. Our program's key features include:

•

Align pay with short-term and long-term performance:



•

Executives' pay reflects performance achieved in financial and operational results (through the discretionary annual cash bonus plan and performance-based equity awards) and shareholder value creation (through equity awards).



•

Competitive, market based pay with pay positioning generally targeted between the 25^th and 50^th percentile of peer companies.



•

Significant pay is at risk:



•

The Company provides both annual incentive opportunities as well as long-term equity awards to motivate performance and constitute a substantial majority of each executive's total compensation opportunity.

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•

The Compensation Committee retains discretion in assessing performance and awarding payouts under the annual incentive plan and performance-based equity grants.



•

Compensation is balanced:



•

The compensation program provides a mix of fixed compensation and short- and long-term variable compensation to mitigate excessive risk taking behavior.



•

Limited benefits and perquisites are provided.

        During the past year, the Company has entered into new employment agreements with each of the Named Executive Officers. We believe these agreements have helped to create stability for our management team and contributed to the Company's strong performance during fiscal 2013, as outlined above. These new agreements were also structured to incorporate a number of features that we believe represent best practices in executive compensation and are generally favored by shareholders. In particular, these agreements do not provide for any accelerated vesting of equity awards or other payments or benefits that are triggered solely by a change in control (i.e., there are no "single-trigger" benefits) or any rights for the executive to be grossed up for any taxes imposed on excess parachute payments in connection with a change in control or any other benefits. The new agreements also do not include any right for the executive to voluntarily terminate employment in connection with a change in control and receive severance (other than certain "good reason" terminations that we believe would constitute a constructive termination of the executive's employment).

        As noted below, equity award grants are generally made to the Named Executive Officers in connection with the executive's entering into a new employment agreement with the Company. The Company typically does not grant equity-based awards to its executive officers at any other time. Because the Company entered into new agreements with each of the Named Executive Officers (other than Mr. Feltheimer) during fiscal 2013, the compensation for certain executives reported in the Summary Compensation Table below for fiscal 2013 is greater than the other fiscal years in the table because, under applicable SEC rules, the full grant date fair value of equity awards (as determined for accounting purposes) is required to be reported in the table as compensation for the fiscal year in which the award was granted.

Executive Compensation Program Objectives

        The goal of the Company's executive compensation program is to facilitate the creation of long-term value for the Company's shareholders by attracting, motivating, and retaining qualified senior executive talent. To this end, the Company has designed and administered the Company's compensation program to appropriately reward its executives for sustained financial and operating performance, to align their interests with those of the Company's shareholders, and to encourage them to remain with the Company for long and productive careers. To achieve alignment with shareholder interests, the Compensation Committee believes that the Company's compensation program provides significant, but appropriate, rewards for outstanding performance. The majority of the Company's senior executives' compensation is "at risk" in the form of annual and long-term incentive awards that are paid, if at all, based upon Company and individual performance. The Compensation Committee's general philosophy is that bonus and equity compensation should fluctuate with the Company's success in achieving financial and other goals, and that the Company should continue to use long-term compensation such as restricted share units, SARs and stock options to align shareholders' and executives' interests. While a significant portion of compensation may fluctuate with annual results, the total program is structured to emphasize long-term performance and sustained growth in shareholder value. The Compensation Committee views the executive compensation program as one in which the individual components combine together to create a total compensation package for each Named Executive Officer that achieves these objectives and has a targeted value at approximately the 25^th to 50^th percentile of total direct compensation of the peer group companies identified below.

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Executive Compensation Practices

        Below are examples of (i) executive compensation practices the Company has implemented because the Compensation Committee considers them to be effective at driving performance and supporting long-term growth for the Company's stockholders while mitigating risk and (ii) executive compensation practices the Company does not engage in because the Compensation Committee believes they are inconsistent with the Compensation Committee's philosophy and stockholder interests.

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Process for Determining Executive Compensation

Role of the Compensation Committee

        The Company's executive compensation program is administered by the Compensation Committee. The Compensation Committee, working with management, determines and implements the Company's executive compensation philosophy, structure, policies and programs, and administers and interprets the Company's compensation and benefit plans. The Compensation Committee is ultimately responsible for determining the compensation arrangements for the Company's executive officers.

Role of Management

        Throughout the year, the Compensation Committee requests various types of information from management, in order to align the design and operation of the executive compensation programs with the Company's business strategies and objectives. At various times during fiscal 2013, our Chief Executive Officer and other executives were invited by the Compensation Committee to attend relevant portions of the Compensation Committee meetings in order to provide information and answer questions regarding the Company's strategic objectives and financial performance that impact the Compensation Committee's functions. Generally, the Chief Executive Officer makes recommendations to the Compensation Committee with respect to salary, bonus, and long-term incentive awards for other executive officers (other than himself), based on competitive market information described below, the Company's compensation strategy, his subjective assessment of the particular executive's individual performance, and the experience level of the particular executive. The Compensation Committee discusses with the Chief Executive Officer his recommendations and either approves or modifies the recommendations in its discretion. None of the Named Executive Officers are members of the Compensation Committee or otherwise have any role in determining their own compensation. The Compensation Committee reports to the Board on all compensation matters regarding our executives and other key salaried employees.

        The Company's management also regularly:

•

provides data, analysis and recommendations for the Compensation Committee's consideration regarding the Company's executive compensation programs and policies, preparing materials for the information of and review by the Committee;



•

administers those programs and policies consistent with the direction of the Committee;



•

provides an ongoing review of the effectiveness of the compensation programs, including competitiveness and alignment with the Company's objectives, and



•

recommends changes to compensation programs if necessary to promote achievement of all program objectives.

Role of Compensation Consultant

        From time to time, the Compensation Committee retains the services of outside compensation consultants to provide assistance in its review and determination of the Company's executive compensation program. For fiscal 2013, the Compensation Committee engaged PM&P to assist the committee in, among other things, structuring and approving new employment agreements with Messrs. Burns, Goldsmith, Keegan and Levin, determining fiscal 2013 annual incentive awards to be granted to Messrs. Feltheimer and Burns, providing advice and recommendations on the amount and form of director compensation, and reviewing general compensation levels and trends within the industry in which the Company operates.

        Historically, the Company has developed competitive compensation levels based on a sub-set of companies included in the third-party compensation firm Towers Watson's Entertainment Industry

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Survey, targeting executive compensation at the 25^th to 50^th percentile of market compensation levels. The Towers Watson survey includes a competitive review and analysis of base salary, total cash compensation and total direct compensation for the highest ranking 20 executive officers of the Company, matched by total compensation and level relative to an identified peer group. The companies selected represent similarly sized public entertainment and media-related companies with comparable levels of product diversity in which the Company generally competes for both business and executive talent.

        PM&P's review included the development of a multi-dimensional peer group which could be used not only to supplement the Company's current approach to compensation review, but also provide an additional approach to assessing the Company's relative performance. PM&P reviewed companies within the broader media industry segments as well as leisure product and home entertainment industries to assess which companies were similar to the Company in terms of size (revenue/market capitalization), operational characteristics (with less diversified product lines) and stock price correlation relative to the market.

        Accordingly, for the purpose of benchmarking our executive compensation, the Compensation Committee compares the Company's compensation with that of the following two groups: (i) companies included in the 2011 Towers Watson Entertainment Industry Survey (the "Entertainment Survey Companies"); and (ii) a select group of eight companies within the broader media and leisure product industry (the "Comparator Companies"),

Entertainment Survey Companies

Comparator Companies

        Utilizing the data provided by PM&P, the Compensation Committee evaluated the amount and proportions of base pay, annual incentive pay and long-term compensation, as well as the targeted total compensation value for a select number of the Company's officers, including the Company's Chief Executive Officer and Vice Chairman, relative to the compensation of similarly situated executives among the comparison groups. As used in this discussion, the term "targeted total direct compensation" means the aggregate amount of the executive's base salary, target annual incentive bonus, and long-term equity incentive awards based on the grant-date fair value of such awards, as determined under the accounting principles used in the Company's financial reporting. As noted below,

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the Company's standard practice is to grant equity awards to the Named Executive Officers only in connection with the executive's entering into a new employment agreement with the Company. In assessing the executives' compensation levels for market comparison purposes, the grant date value of the equity awards and any value attributable to stock price bonuses is allocated over the term of the contract so that the executive's compensation is not disproportionately high in the initial year of the contract and disproportionately low for the remaining years of the contract term. Because the Compensation Committee generally determines the target value of the executive compensation program based on an assessment of the compensation paid by the peer group companies, the Company does not generally factor in amounts realized from prior compensation paid to the Named Executive Officers.

        In August 2012, PM&P conducted a review of competitive compensation levels for a select number of the Company's executive officers, which included the Named Executive Officers. In its review, PM&P reviewed historic compensation arrangements and fiscal 2012 compensation for the selected executive officers and developed competitive compensation levels relative to the 2011 Entertainment Survey Companies. Competitive levels were developed for base salary, total cash compensation (consisting of base salary and annual incentive compensation) and total direct compensation (consisting of total cash compensation and long-term incentive compensation). PM&P's comparisons were also made based on similar positions—if a position match was not available, comparisons were made based on the executive's pay rank within the company. Survey data was also increased (i.e., "aged") 3% annually to April 1, 2012. Based on these evaluations, PM&P concluded that, in aggregate, then current base salaries for all of the selected Company's executive officers were within 4% of the market 25^th percentile of the 2011 Entertainment Survey Companies, then current actual total cash compensation for all of the selected Company's executive officers was 9% below the market 50^th percentile of the 2011 Entertainment Survey Companies and current targeted total cash compensation for all of the selected Company's executive officers was 8% below the market 25^th percentile of the 2011 Entertainment Survey Companies, and targeted total direct compensation for all of the selected Company's executive officers fell between the market 25^th percentile and 50^th percentile of the 2011 Entertainment Survey Companies.

        Subsequently, PM&P updated the competitive analysis of compensation levels for the Chief Executive Officer and the then General Counsel and Executive Vice President, Corporate Operations, using findings from the 2012 Towers Watson Entertainment Industry Survey as well as the Comparator Companies.

        The Compensation Committee continues to monitor current trends and issues in the Company's competitive landscape and will modify its programs where appropriate.

Consultant Independence

        During fiscal 2013, PM&P did not perform work for the Company other than pursuant to its engagement by the Compensation Committee. The Compensation Committee believes that PM&P is independent and has concluded that its engagement of PM&P does not raise any conflict of interest with the Company or any of its directors or executive officers.

Role of Shareholder Say-on-Pay Votes

        The Company provides its shareholders with the opportunity to cast an annual advisory vote on its executive compensation program (referred to as a "say-on-pay proposal"). At the Company's Annual Meeting of Shareholders held in September 2012, approximately 81% of the votes actually cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Compensation Committee believes this result affirms shareholders' support of the Company's approach to executive compensation, and generally did not change its approach in fiscal 2013. However, as noted above, the Company has entered into new employment agreements with each of the Named Executive Officers during the past

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year that incorporate a number of features (such as the elimination of "single-trigger" benefits paid solely on a change in control and the elimination of tax gross-up payments) that we believe represent best practices in executive compensation and are generally favored by shareholders. The Compensation Committee will continue to consider the outcome of the Company's say-on-pay votes when making future compensation decisions for the Named Executive Officers.

Employment Agreements

        We have entered into employment agreements with each of the Named Executive Officers. Each employment agreement specifies the annual base salary that the executive will be entitled to receive during the term of the agreement, as well as the Company benefit plans in which the executive will participate and any other perquisites that the executive will receive. In addition, each agreement sets forth the annual and long-term incentive compensation target or ranges that the executive officer will be eligible to receive, subject in all instances to the discretion of the Compensation Committee. Each agreement also specifies the post-termination benefits that will be received by each executive (including the treatment of any unvested equity awards) upon certain terminations of employment.

        Each of the terms of the agreements was approved by the Compensation Committee and is described below under Description of Employment Agreements. We believe that it is in the best interests of the Company to enter into multi-year employment agreements with the Named Executive Officers because the agreements foster long-term retention, and promote stability among the management team, while still allowing the Compensation Committee to exercise considerable discretion in designing incentive compensation programs and rewarding performance. In addition, we believe that use of multi-year employment agreements assists in retention and recruiting efforts because generally, other entertainment companies with which we compete for executive talent enter into long-term employment agreements with their executives as well.

        Jon Feltheimer.    In January 2013, the Compensation Committee engaged PM&P to assist the committee in structuring and analyzing terms for a new employment agreement with Mr. Feltheimer, the Company's Chief Executive Officer. In May 2013, the Company entered into a new employment agreement with Mr. Feltheimer for a term ending May 22, 2018. Utilizing market compensation levels from the 2012 Towers Watson Entertainment Industry Survey and Comparator Companies, PM&P developed a proposed compensation structure detailing targeted compensation levels by year relative to market pay position, illustrated potential realizable long-term value of the compensation arrangement through its term, and summarized proposed employment terms providing comparator practice to current market and best governance practices. PM&P concluded that the proposed target levels for Mr. Feltheimer's compensation were within the Company's desired market pay position (when compared to the highest paid executive officer of the Company's peer group). In addition, the Compensation Committee determined that the majority of the targeted compensation would come in the form of long-term incentives, which we believe is consistent with the long-term orientation of the Company's shareholder based pay-for-performance philosophy.

        Accordingly, on May 30, 2013, we entered into an employment agreement with Mr. Feltheimer to serve as our Chief Executive Officer for a term ending May 22, 2018. The base salary increase, target bonus and equity awards (including the grant levels, types of awards and vesting provisions) provided in the agreement were established with reference to the market compensation data provided by PM&P and as a result of negotiations with Mr. Feltheimer. In particular, the Compensation Committee believed granting of a majority of long term incentive awards in the form of stock options was important to further align Mr. Feltheimer's interests with those of our shareholders, as Mr. Feltheimer will only realize value on stock options if our shareholders realize value on their shares. The stock options and restricted share units granted under the agreement are scheduled to vest over a four-year period to provide a retention incentive as the vesting of the awards is generally subject to Mr. Feltheimer's continued employment with us through the vesting date. For more information on the

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terms of the agreement, see Description of Employment Agreements below and the narrative descriptions accompanying the Grants of Plan-Based Awards Table and the Potential Payments upon Termination or Change in Control section.

        Michael Burns.    In July 2012, the Compensation Committee engaged PM&P to assist the committee in structuring and analyzing terms for a new employment agreement with Mr. Burns, the Company's Vice Chairman. Utilizing market compensation levels from the 2011 Towers Watson Entertainment Industry Survey and Comparator Companies, PM&P developed a proposed compensation structure detailing targeted compensation levels by year relative to market pay position, illustrated potential realizable long-term value of the compensation arrangement through its term, and summarized proposed employment terms providing comparator practice to current market and best governance practices. PM&P concluded that the proposed target levels for Mr. Burns' compensation were within the Company's desired market pay position (when compared to the second highest paid executive officers of the Company's peer group). In addition, the Compensation Committee determined that the majority of the targeted compensation would come in the form of long-term incentives, which we believe is consistent with the long-term orientation of the Company's shareholder based pay-for-performance philosophy.

        Accordingly, on October 30, 2012, we entered into an employment agreement with Mr. Burns to serve as our Vice Chairman for a term ending October 30, 2017. The base salary increase, target bonus and equity awards (including the grant levels, types of awards and vesting provisions) provided in the agreement were established with reference to the market compensation data provided by PM&P and as a result of negotiations with Mr. Burns. In particular, the Compensation Committee believed the granting of a majority of long term incentive awards in the form of stock options was important to further align Mr. Burns' interests with those of our shareholders, as Mr. Burns will only realize value on stock options if our shareholders realize value on their shares. The stock options and restricted share units granted under the agreement are scheduled to vest over a four-year period to provide a retention incentive as the vesting of the awards is generally subject to Mr. Burns' continued employment with us through the vesting date. Also, as per his previous agreement, Mr. Burns was granted (i) "stock price bonuses" if the volume-weighted average of the closing price of our common shares exceeded certain thresholds over a six-month period and (ii) awards each quarter of a number of our common shares with a value equal to $187,500. The Compensation Committee believed that the continuation of these awards under Mr. Burns' new employment agreement provides an additional effective incentive to Mr. Burns to enhance Company performance in a way that is directly tied to the creation of value for our shareholders. For more information on the terms of the agreement, see Description of Employment Agreements below and the narrative descriptions accompanying the Grants of Plan-Based Awards Table and the Potential Payments upon Termination or Change in Control section.

        Brian Goldsmith.    As described above, in August 2012, the Compensation Committee engaged PM&P to review competitive compensation levels for a select number of the Company's executive officers, including for Chief Operating Officer positions, and developed a proposed compensation structure for Mr. Goldsmith. As part of its review, PM&P concluded that the proposed compensation structure for Mr. Goldsmith had a targeted value at approximately the 25^th to 50^th percentile of total direct compensation of the Company's peer group companies and the proposed terms were generally consistent with the Compensation Committee's philosophy that bonus and equity compensation should fluctuate with the Company's success in achieving financial and other goals, and that the Company should continue to use long-term compensation to align shareholders' and executives' interests.

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        Accordingly, on October 3, 2012, we entered into an employment agreement with Mr. Goldsmith to serve as our Co-Chief Operating Officer for a term ending September 30, 2015. The base salary, target bonus and equity awards (including the grant levels, types of awards and vesting provisions) provided in the agreement were established with reference to the market compensation data provided by PM&P and as a result of negotiations with Mr. Goldsmith. In particular, the Compensation Committee believed it would be appropriate to structure new grants of stock options and restricted share units to be made to Mr. Goldsmith so that the vesting of a substantial portion of these awards would be subject to the achievement of Company and individual performance criteria established by the Compensation Committee. Approximately 50% of the stock options and approximately 50% of the restricted share units granted to Mr. Goldsmith pursuant to the new employment agreement are subject to performance-based vesting requirements. Each of these performance-based awards covers a three-year period and is divided into three tranches, with one-third of each award being eligible to vest based on performance over a specified twelve-month period. For accounting purposes, each of these awards is treated as three separate annual awards, and pursuant to SEC rules, only the portion of the award with a grant date (as determined for accounting purposes) that occurs during fiscal 2013 is reflected in the compensation tables below as fiscal 2013 compensation (with the remaining tranches of each award to be reflected in future proxy statements as compensation for the fiscal year in which the grant date occurs). The Compensation Committee believed that these performance-based vesting requirements would create additional incentives for Mr. Goldsmith to help achieve particular goals deemed important to the Company and further align Mr. Goldsmith's interests with those of our shareholders. In addition, both the time-based and performance-based components provide a retention incentive as the vesting of the award is generally subject to Mr. Goldsmith's continued employment with us through the vesting date. For more information on the terms of the agreement, see Description of Employment Agreements below and the narrative descriptions accompanying the Grants of Plan-Based Awards Table and the Potential Payments upon Termination or Change in Control section.

        James Keegan.    In February 2013, we entered into an employment agreement with Mr. Keegan to continue to serve as the Company's Chief Financial Officer for a term commencing April 16, 2013 and ending October 15, 2014, subject to extension by the Company for an additional period ending April 15, 2016. The base salary increase and award of stock options provided in the agreement were negotiated with Mr. Keegan, and the Compensation Committee believed these compensation levels were appropriate to help retain Mr. Keegan and in light of market data provided by PM&P. For more information on the terms of the agreement, see Description of Employment Agreements below and the narrative descriptions accompanying the Grants of Plan-Based Awards Table and the Potential Payments upon Termination or Change in Control section.

        Wayne Levin.    In November 2012, the Compensation Committee engaged PM&P to assist the committee in structuring and approving a new employment agreement with Mr. Levin, the Company's then General Counsel and Executive Vice President, Corporate Operations, and developing a proposed compensation structure for Mr. Levin. Utilizing market compensation levels from the 2012 Towers Watson Entertainment Industry Survey, PM&P developed market consensus levels comparing Mr. Levin's proposed compensation to 2012 base salaries, total cash compensation (including bonuses based on 2012 performance) and total direct compensation (including cash and equity awards granted during 2012) of the General Counsels and/or the sixth/seventh highest paid executive officers in the Towers Watson Entertainment Industry Survey. PM&P concluded that the proposed target levels for Mr. Levin's compensation were within the Company's desired market pay position (relative to the compensation of the peer executives and given Mr. Levin's role in the Company as combination of a Chief Strategic Officer and General Counsel). In addition, the Compensation Committee determined that the majority of the targeted compensation would come in the form of long-term incentives, which we believe is consistent with the long-term orientation of the Company's shareholder based pay-for-performance philosophy.

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        Accordingly, on February 7, 2013, we entered into a new employment agreement with Mr. Levin to serve as the Company's General Counsel and Chief Strategic Officer for a term commencing February 7, 2013 and ending March 31, 2016. The base salary increase, target bonus and equity awards (including the grant levels, types of awards and vesting provisions) provided in the agreement were established with reference to the market compensation data provided by PM&P and as a result of negotiations with Mr. Levin. In particular, the Compensation Committee believed it would be appropriate to structure new grants of stock options and restricted share units to be made to Mr. Levin so that the vesting of a substantial portion of these awards would be subject to the achievement of Company and individual performance criteria established by the Compensation Committee. Approximately 50% of the stock options and approximately 50% of the restricted share units granted to Mr. Levin pursuant to the new employment agreement are subject to performance-based vesting requirements. Each of these performance-based awards covers a three-year period and is divided into three tranches, with one-third of each award being eligible to vest based on performance over a specified twelve-month period. For accounting purposes, each of these awards is treated as three separate annual awards, and pursuant to SEC rules, only the portion of the award with a grant date (as determined for accounting purposes) that occurs during fiscal 2013 is reflected in the compensation tables below as fiscal 2013 compensation (with the remaining tranches of each award to be reflected in future proxy statements as compensation for the fiscal year in which the grant date occurs). The Compensation Committee believed that these performance-based vesting requirements would create additional incentives for Mr. Levin to help achieve particular goals deemed important to the Company and further align Mr. Levin's interests with those of our shareholders. In addition, both the time-based and performance-based components provide a retention incentive as the vesting of the award is generally subject to Mr. Levin's continued employment with us through the vesting date. For more information on the terms of the agreement, see Description of Employment Agreements below and the narrative descriptions accompanying the Grants of Plan-Based Awards Table and the Potential Payments upon Termination or Change in Control section.

Executive Compensation Components

        The Company's executive compensation program is generally based on three components, which are designed to be consistent with the Company's compensation philosophy:

(1)

base salary;



(2)

annual incentive bonuses; and



(3)

long-term incentive awards, including awards of restricted share units, SARs and stock options that are subject to time-based and/or performance-based vesting.

        The Company also provides certain perquisites and personal benefits to the Named Executive Officers pursuant to their employment agreements, and severance benefits if the Named Executive Officer's employment terminates under certain circumstances. In structuring executive compensation packages, the Compensation Committee considers how each component of compensation promotes retention and/or motivates performance by the executive. The rationale for providing each component of compensation is discussed in more detail in the sections below. Our compensation packages are designed to promote teamwork, initiative and resourcefulness by key employees whose performance and responsibilities directly affect our results of operations.

Base Salary

        We provide our executive officers and other employees with an annual base salary to compensate them for the scope of their responsibilities, the complexity of the tasks associated with their position within the Company, their skill set and their performance during the year. Base salaries are not generally reviewed or increased annually—they are established when we hire or otherwise enter into an

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employment agreement with an executive officer, based on market benchmarks for the position that are available at that time. In determining base salary, the Compensation Committee primarily considers market data and compensation levels of executive officers of companies in competing businesses, an internal review of the executive's compensation, both individually and relative to other executive officers, and the individual performance of the executive. We also consider the recommendations of our Chief Executive Officer in establishing the base salaries for other executive officers. For the reasons set forth above, our philosophy has been to establish base salaries that are generally between the 25^th and 50^th percentile of such salaries at our peer companies, with the majority of the executive's compensation being delivered in the form of incentive compensation that we believe is tied directly to shareholder value creation.

        Generally, base salaries along with perquisites and personal benefits are intended to attract and retain highly qualified executives. These are the elements of our executive compensation program where the value of the benefit in any given year is not dependent on performance and the marketplace (although base salary amounts and benefits determined by reference to base salary may increase from year to year depending on performance, among other things). We believe that in order to attract and retain top executives, we need to provide them with certain predictable compensation levels that reward their continued service.

        In fiscal 2013, the Compensation Committee entered into new employment arrangements with Messrs. Burns, Goldsmith, Keegan and Levin, as described above. Beginning in fiscal year 2013, under the terms of these arrangements, Mr. Burns' base salary was increased to $1,000,000, Mr. Goldsmith's base salary was increased to $750,000, Mr. Keegan's base salary was increased to $525,000 (effective April 16, 2013) and Mr. Levin's salary was increased to $825,000 (effective April 1, 2013).

        The Compensation Committee believes that the base salary levels of the Named Executive Officers, including the levels provided to Messrs. Burns, Goldsmith, Keegan and Levin under their arrangements approved in fiscal 2013 as noted above, are reasonable in view of competitive practices, the Company's performance and the contribution of those officers relative to that performance.

Annual Incentive Bonuses

        Annual incentive bonuses are primarily intended to motivate the Named Executive Officers to achieve annual financial, operational and individual performance objectives and focus on promotion of/contribution to achievement of the Company's business strategy. The Company has entered into employment agreements with each of the Named Executive Officers that generally provide for bonuses to be determined in the discretion of the Compensation Committee, as recommended by our Chief Executive Officer (other than for himself), based on performance criteria established by the committee. Although annual incentive bonuses are primarily based on individual and corporate performance, in some circumstances, the Compensation Committee may provide additional discretionary bonus awards. The Compensation Committee believes that discretionary bonuses, where warranted, can be effective in motivating, rewarding and retaining our executive officers. Annual incentive bonus payments are typically paid in June based on performance for the prior fiscal year. For the reasons set forth above, our philosophy has been to establish annual incentive bonus opportunities that are generally between the 25^th and 50^th percentiles of such bonus opportunities at our peer companies.

        For fiscal 2013, the Compensation Committee approved the following annual incentive bonuses to be awarded to each of the Named Executive Officers. In the case of Messrs. Feltheimer and Burns, the Compensation Committee determined that a portion of the bonus would be paid in the form of a restricted stock unit award, a portion of which vested immediately upon grant and a portion which vests equally on the first, second and third anniversaries of grant, to provide these executives with an additional retention incentive and to help further align their interests with those of our shareholders. In each case, the bonuses were determined by the Compensation Committee in its discretion based on its

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subjective assessment of the achievement of the various performance objectives noted below. Except as expressly noted below, no specific financial performance targets or other objective performance criteria were established by the Compensation Committee for purposes of determining bonuses to be awarded to the Named Executive Officers. Rather, the Compensation Committee noted the actual performance of the Company or the individual executive, as applicable, and made a subjective determination as to the level of that performance.

Jon Feltheimer and Michael Burns.

        The bonus amounts for Messrs. Feltheimer and Burns were determined based on, as the Compensation Committee deemed appropriate, review of certain of the following criteria adopted by the Compensation Committee (with no emphasis to be derived from the order in which they appear):

•

the Company's fiscal 2013 EBITDA;



•

the Company's revenue and bottom line performance;



•

the Company's ability to pay such bonus;



•

the Company's free cash flow levels;



•

the Company's debt reduction and interest cost savings;



•

the Company's share price;



•

growth of the Company's core library asset; and



•

consideration of other criteria identified below, such as transformative transactions and initiatives completed by the Company which may result in general long-term growth of the business.

        In reviewing such criteria, the Compensation Committee noted, among other things, that fiscal 2013 was a strong year for the Company. Specifically, the Company's fiscal 2013 revenue of $2.71 billion represented an increase of approximately 71% compared over its revenue of $1.59 billion in the prior year. The Company's adjusted EBITDA of $329.7 million for fiscal 2013 represented an increase of approximately 360% over adjusted EBITDA of $71.6 million in the prior year. Net income for the fiscal year was $232.1 million or $1.73 basic net income per share on 134.5 million weighted average number of common shares outstanding compared to a $(39.1) million net loss or $(0.30) basic net loss per share on 132.2 million weighted average number of common shares outstanding during the prior year. Free cash flow of $280.5 million for fiscal 2013 compared to negative free cash flow of $(86.9) million in the prior year. The Company's filmed entertainment backlog, or already contracted future revenue not yet recorded, was $1.1 billion at March 31, 2013.¹ Filmed entertainment backlog represents the amount of future revenue not yet recorded from contracts for the licensing of films and television product for television exhibition and in international markets.

        The Compensation Committee also noted that the Company's overall Motion Picture segment revenue for fiscal 2013 was $2.33 billion, an increase of 96% from the prior year reflecting strong gains in all categories. Within the Motion Picture segment, theatrical revenue in the fiscal year was $535.5 million compared to $208.9 million in the prior year, a 156% increase attributable to the box office performance of a 2013 slate that included The Twilight Saga: Breaking Dawn—Part 2, Warm Bodies, The Expendables 2 and Madea's Witness Protection as well as The Hunger Games from the Company's 2012 theatrical slate. Moreover, television revenue included in the Motion Picture segment was $277.9 million in fiscal 2013, more than doubling the $119.9 million generated in the prior year.

¹

See Annex A to this Proxy Statement for definitions of the non-GAAP financial measures discussed in this summary (i.e., adjusted EBITDA and free cash flow) and a reconciliation of each such non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.

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Additionally, the Company's International Motion Picture segment revenue of $369.7 million (excluding Lionsgate U.K.) for fiscal 2013 more than tripled the prior year total, driven by the strong international theatrical performances of The Hunger Games, The Twilight Saga: Breaking—Dawn Part 2, The Twilight Saga: Breaking—Dawn Part 1, Step Up Revolution and What To Expect When You're Expecting. Finally, Lionsgate U.K. revenue was $147.7 million, an increase of 46% from the prior year, on the strength of a diversified theatrical slate including The Hunger Games, The Expendables 2 from Lionsgate, Lionsgate U.K.'s Salmon Fishing In The Yemen and third-party titles such as Magic Mike.

        Further, the Compensation Committee considered the contributions of Messrs. Feltheimer and Burns to the following achievements during fiscal 2013:

•

the successful integration of Summit Entertainment LLC ("Summit Entertainment"), which in the first year alone, resulted in a nearly 12% market share at the domestic box office, ranking among the top five studios, and a $1 billion home entertainment business, dramatically expanded the scale in the international marketplace and a motion picture and television library that is rapidly approaching $0.5 billion in annual revenue with growing margins;



•

the Company's stock price performance during the fiscal year, which increased by approximately 71% from $13.92 to $23.77;



•

in August 2012, FX announcing that the initial 10 episodes of Anger Management had exceeded certain ratings thresholds under the Company's 10/90 model, triggering the full 100 episode order for the series;



•

in September 2012, the closing of the Company's new $800 million senior revolving credit facility;



•

in October 2012, the early payment of the Summit Entertainment term loan;



•

in November 2012, ABC announced that it had ordered Nashville for a full season;



•

in March 2013, ABC Family announcing that it has ordered a series for the project titled Chasing Life, a pilot produced for ABC Family under the Company's television joint venture with Groupo Televisa, S.A.B.;



•

in fiscal 2013, the Company establishing output agreements for its films covering 80% of the world's movie-going population outside of China and India;



•

the success of worldwide theatrical box office for The Hunger Games (approximately $830 million) and The Twilight Saga: Breaking Dawn—Part 2 (approximately $692 million); and



•

and numerous Academy Award®, Emmy Award®, Golden Globe®, and other recognitions, nominations and wins for various Company film and television programs during the fiscal year.

        The Compensation Committee also engaged PM&P to assist the committee in assessing its proposed annual incentive bonus amounts for Messrs. Feltheimer and Burns, as described below. In its review, PM&P summarized highlights of the Company's business and strategic performance achieved during fiscal 2013, reviewed the executives' historic compensation and potential fiscal 2013 compensation relative to the Company's year over year change in market capitalization and the Company's fiscal 2013 EBITDA, illustrated competitive position of Messrs. Feltheimer's and Burns' fiscal 2013 compensation relative to the 2012 Towers Watson Entertainment Industry Survey (the "2012 Entertainment Industry Survey Companies") and Comparator Companies, and illustrated the alignment between Mr. Feltheimer's total compensation and total return to Company shareholders over a five year period.

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        PM&P concluded that the proposed incentives (which were ultimately approved, as described below) to Mr. Feltheimer would result in total compensation for Mr. Feltheimer in fiscal 2013 within the 75^th percentile of the 2012 Entertainment Industry Survey Companies and at the 75^th percentile of Comparator Companies, and total compensation for Mr. Burns for fiscal 2013 above the 75^th percentile of the 2012 Entertainment Industry Survey Companies and Comparator Companies. In its review of the proposed incentives, PM&P noted, among other things: the increase in the Company's total return to shareholders over the past year (which over the same time period, was greater than the total average return to shareholders for the S&P 500); the Company's revenues and adjusted EBITDA were projected to materially increase over fiscal 2012; and the completion of the integration of Summit Entertainment had positioned the Company to further expand internationally, improve margins, and reduce cost of capital. In light of this particularly strong performance, the Compensation Committee determined that it was appropriate to award incentives to these executives for fiscal 2013 above the 25^th to 50^th percentile relative to the peer group normally targeted by the Company.

        Accordingly, in April 2013, based on its review, the Compensation Committee approved for fiscal 2013, for Mr. Feltheimer, a discretionary cash bonus of $6.0 million and the grant of a number of time-based restricted share units with a value equal to $2.5 million ($2.0 million of which vested immediately upon grant and $500,000 of which will vest in three equal annual installments, and, for Mr. Burns, a discretionary cash bonus of $4 million and the grant of a number of time-based restricted share units with a value equal to $3.0 million ($2.5 million of which vested immediately upon grant and $500,000 of which will vest in three equal annual installments).

        In addition to their annual incentive bonus awards, Messrs. Feltheimer and Burns were entitled to "stock price bonuses" pursuant to their employment agreements if the volume-weighted average of our stock price exceeded certain thresholds over a six-month period. We believe that the stock price bonus provided an effective incentive to these executives to enhance Company performance in a way that is directly tied to the creation of value for our shareholders. As of the date of this proxy statement, the applicable stock price thresholds have been met, and all stock price bonuses granted to Messrs. Feltheimer and Burns pursuant to their respective employment agreements have been paid. For more information on these bonuses, see the descriptions of the employment agreements for Messrs. Feltheimer and Burns under Description of Employment Agreements below.

        Brian Goldsmith.    Mr. Goldsmith's bonus was determined, in part, based on the Company's EBITDA and, in part, based on the Compensation Committee's subjective assessment of Mr. Goldsmith's performance, as well as Messrs. Feltheimer's and Burns' recommendations based on their subjective assessment of Mr. Goldsmith's performance, during the fiscal year. Pursuant to his employment agreement, Mr. Goldsmith is eligible to receive a cash bonus of 25% of his base salary each fiscal year if the Company attains an EBITDA target established by the Company for that fiscal year. As the Company's EBITDA for fiscal 2013 exceeded the Company's target EBITDA for fiscal 2013, Mr. Goldsmith was awarded a cash bonus of $187,500 for the EBITDA component of his fiscal 2013 bonus opportunity.

        In assessing Mr. Goldsmith's individual performance during fiscal 2013, the Compensation Committee acknowledged Mr. Goldsmith's contribution to, among other things, the following:

•

the Company's successful integration with Summit Entertainment;



•

in March 2013, the Company entering into a 50/50 partnership with CBS Corporation for TVGN (formerly TV Guide Network) and affiliated properties;



•

in September 2012, the Company entering into a $800 million secured revolving credit facility;



•

in October 2012, the Company terminating and paying off all amounts outstanding under Summit Entertainment's $500 million secured credit facility which was to mature on September 7, 2016;

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•

and the successful management of the Company's various joint ventures, including Next Point, Inc., a private company of which the Company owns a 42.0% interest ("Break Media"), EPIX (the Company's joint venture with Viacom Inc., Paramount Pictures and Metro-Goldwyn-Mayer Studios Inc.), Celestial Tiger Entertainment Limited (the Company's joint venture with Saban Capital Group, Inc. and Celestial Pictures, a company wholly-owned by Astro Malaysia Holdings Sdn. Bhd.) and Horror Entertainment, LLC (("FEARnet") (the Company's joint venture with Sony Pictures Television Inc. and Comcast Corporation).

        Accordingly, for fiscal 2013, based on its review, the Compensation Committee approved a discretionary cash bonus of $725,000 (including the EBITDA bonus described above and a one-time bonus of $100,000 in connection with the Company's closing of its $800 million secured revolving credit facility) for Mr. Goldsmith.

        James Keegan.    Mr. Keegan's bonus was based on the Compensation Committee's subjective assessment of Mr. Keegan's performance, as well as Mr. Feltheimer's recommendations based on his subjective assessment of Mr. Keegan's performance, during the fiscal year. In addition to the Company's fiscal performance noted above, the Compensation Committee also acknowledged Mr. Keegan's contribution to, among other things, the following:

•

the financial integration of Summit Entertainment with the Company;



•

the consolidation and integration of the Company's various joint ventures and equity interests into the Company's business operations;



•

the timely and efficient filing of the Company's Quarterly Reports on Forms 10-Q and Annual Report on Form 10-K for fiscal 2013;



•

the consummation of various single picture financing loans throughout fiscal 2013;



•

in October 2012, the Company terminating and paying off all amounts outstanding under Summit Entertainment's $500 million secured credit facility which was to mature on September 7, 2016; and



•

in September 2012, the Company entering into a $800 million secured revolving credit facility.

        Accordingly, for fiscal 2013, based on its review, the Compensation Committee approved a discretionary bonus of $350,000 for Mr. Keegan, comprised of $300,000 cash bonus and $50,000 of restricted share units which vest in three equal annual installments.

        Wayne Levin.    Mr. Levin's bonus was determined, in part, based on the Company's EBITDA and, in part, based on the Compensation Committee's subjective assessment of Mr. Levin's performance, as well as Mr. Feltheimer's recommendations based on his subjective assessment of Mr. Levin's performance, during the fiscal year. Pursuant to his previous employment agreement, Mr. Levin was eligible to receive a cash bonus of 25% of his base salary for fiscal 2013 if the Company attained an EBITDA target established by the Company for fiscal 2013. As the Company's EBITDA for fiscal 2013 exceeded the Company's target EBITDA for fiscal 2013, Mr. Levin was awarded a cash bonus of $187,500 for the EBITDA component of his fiscal 2013 bonus opportunity.

        In assessing Mr. Levin's individual performance during fiscal 2013, the Compensation Committee acknowledged Mr. Levin's contribution to, among other things, the following:

•

the Company's successful integration with Summit Entertainment; in September 2012, the Company entering into a $800 million secured revolving credit facility;

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•

in May 2012, the Company extending and expanding its partnership with StudioCanal with a long-term renewal of the agreement under which the Company distributes the StudioCanal library of more than 2,000 titles as well as a new agreement for StudioCanal to distribute the next installment of The Hunger Games franchise, The Hunger Games: Catching Fire, in the German speaking territories;



•

in May 2012, the Company entering into a partnership with CodeBlack Enterprises, a company dedicated to producing, marketing, and distributing quality content, events and brands that appeal to the African American and urban consumer market;



•

in August 2012, the Company entering into a partnership with A&E Networks pursuant to which the Company became the exclusive home entertainment distributor of programming for A&E Network, History and Lifetime;



•

in February 2013, the Company entering into a media agency agreement with Mindshare;



•

in March 2013, the Company entering into a new "pick, pack and ship" agreement;



•

in March 2013, the Company entering into a new replication agreement;



•

the negotiation and consummation of various single picture financing loans throughout fiscal 2013;



•

throughout fiscal 2013, the Company entering into various international output arrangements for Lionsgate feature films (currently covering nine territories including in Australia/New Zealand, Benelux (Belgium/Netherlands/Luxembourg), Canada, the Commonwealth of Independent States ("CIS"), France, Germany/Austria, Poland, Scandinavia and Spain);



•

throughout fiscal 2013, the Company entering into various international output arrangements for Summit feature films (currently covering 11 territories including Benelux and Poland, Australia/New Zealand, Canada, CIS, Eastern Europe, France, Germany/Austria, Scandinavia, Spain and the U.K.); and



•

successfully managing the Company's various litigation matters.

        Accordingly, for fiscal 2013, based on its review, the Compensation Committee approved a discretionary cash bonus of $800,000 (including the EBITDA bonus described above) for Mr. Levin.

        Each of the cash bonuses for the Named Executive Officers described above is reflected in the "Bonus" column of the Summary Compensation Table below. Pursuant to SEC rules, the grants of restricted share unit awards to Messrs. Feltheimer, Burns and Keegan in April 2013 described above will be reported in the Summary Compensation table in the Company's 2014 proxy statement.

Long-term Incentive Awards

        The Company believes that providing a meaningful equity stake in our business is essential to create compensation opportunities that can compete with entrepreneurial employment alternatives. In addition, the Company believes that ownership shapes behavior, and that by providing compensation in the form of equity awards, we align the executive's incentives with our shareholders' interests in a manner that we believe drives superior performance over time. Therefore, we have historically made annual grants of stock options, restricted share units and SARs to provide further incentives to our executives to increase shareholder value. The Compensation Committee bases its award grants to executives each year on a number of factors, including:

•

the executive's position with the Company and total compensation package;



•

the executive's performance of his or her individual responsibilities;

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•

the equity participation levels of comparable executives at comparable companies; and



•

the executive's contribution to the success of the Company's financial performance.

        In addition, the size, frequency and type of long-term incentive grants may be determined on the basis of tax consequences of the grants to the individual and the Company, accounting impact and potential dilution effects.

        Award grants to the Named Executive Officers are generally made by the Compensation Committee in connection with the executive's entering into a new employment agreement with the Company. The Company typically does not grant equity-based awards to its executive officers at any other time. The Company has, however, granted equity-based awards in recent years to certain executive officers as part of their annual bonus and retains discretion to grant equity awards to its executives from time to time as the Compensation Committee may determine.

        Stock Options.    A stock option is the right to purchase common shares of the Company at a future date at a specified price per share. The Company grants stock options to the Named Executive Officers with an exercise price that is equal to the closing price of our common shares on the date of grant. Thus, the Named Executive Officers will only realize value on their stock options if our shareholders realize value on their shares. These stock options may be subject to time-based or performance-based vesting requirements. The stock options function as a retention incentive for our executives as the executive generally must remain employed with us through the vesting period and, in the case of performance-based options, provide an additional incentive to achieve performance goals considered important to the growth of the Company and the creation of value for our shareholders. The maximum term of an option is ten years from the date of grant.

        In connection with their entering into new employment agreements in fiscal 2013, the Compensation Committee approved option grants to each of Messrs. Burns, Goldsmith, Keegan and Levin. For more information on these grants, please see the Employment Agreements section of this CD&A above and the executive compensation tables and narratives that follow this CD&A.

        Share Appreciation Rights.    A SAR is the right to receive payment of an amount equal to the excess of the fair market value of a common share on the date of exercise of the share appreciation right over the base price of the share appreciation right. The Company has also in past years made a portion of its long-term incentive grants to the Named Executive Officers in the form of SARs. Upon exercise of a SAR, the holder receives a payment in cash or shares with a value equal to the excess, if any, of the fair market value of our common shares on the date of exercise of the SAR over the base price of the SAR. Because the base price of the SAR is equal to the closing price of our common shares on the grant date, SARs provide the same incentives as stock options because the holder will only realize value on their SARs if our share price increases after the date of grant. The SARs also function as a retention incentive for our executives as they vest ratably over a certain period after the date of grant. The maximum term of a share appreciation right is ten years from the date of grant.

        The Company did not grant any SARs to the Named Executive Officers in fiscal 2013.

        Restricted Share Units.    The Company also grants long-term incentive awards to the Named Executive Officers in the form of restricted share units that are subject to time-based vesting requirements. Awards of time-based restricted share units vest over a period of several years following the date of grant and, upon vesting, are paid in the Company's common shares. Thus, the units are designed both to link executives' interests with those of our shareholders as the units' value is based on the value of our common shares and to provide a long-term retention incentive for the vesting period, as they generally have value regardless of stock price volatility.

        The Company also grants long-term incentive awards to the Named Executive Officers in the form of restricted share units that are subject to performance-based vesting requirements. The performance

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unit awards cover multiple years, with a percentage of the units subject to the award becoming eligible to vest each year based on the Company's and the individual's actual performance during that year relative to performance goals established by the Compensation Committee. Before any performance-based restricted share unit is paid, the Compensation Committee must certify that the performance target or targets have been satisfied. The Compensation Committee has discretion to determine the performance target or targets and any other restrictions or other limitations of performance-based restricted share units and may reserve discretion to reduce payments below maximum award limits. Thus, the performance units are designed both to motivate executives to maximize the Company's performance each year and to provide a long-term retention incentive for the entire period covered by the award.

        In connection with their entering into new employment agreements in fiscal 2013, the Compensation Committee approved grants of restricted share units to each of Messrs. Burns, Goldsmith and Levin. For more information on these grants, please see the Employment Agreements section of this CD&A above and the executive compensation tables and narratives that follow this CD&A.

        Jon Feltheimer.    In March 2013, the Compensation Committee determined the vesting of a portion of a performance-based restricted share unit award granted to Mr. Feltheimer in October 2008. Under the terms of the award, a total of 152,678 units were eligible to vest based on the Compensation Committee's assessment of Mr. Feltheimer's performance during fiscal 2013. For these purposes, the Compensation Committee selected the following performance criteria to determine the number of these units that would vest for the applicable twelve-month performance period:

•

assessing whether deals or acquisitions are accretive, by examining post-transaction multiples or results, as the case may be;



•

stock price in comparison to the market and other media companies;



•

annual revenue growth;



•

growth of the Company's core library asset;



•

performance of acquisitions over time and their value-added nature (including, but not limited to, broadcasting and digital initiatives);



•

free cash flow levels or EBITDA (as defined), when appropriate;



•

cash management and management of cost of capital;



•

achieving pre-tax net income targets, adjusting for growth opportunities;



•

return on equity and gross margin, whenever comparables are appropriate, in order to assess the Company's marketplace performance versus those measures at every year end;



•

appropriate capital market raises at parent or subsidiary levels;



•

any other information that may be deemed appropriate;



•

reduction of corporate debt and interest cost savings; and



•

any other information that may be deemed appropriate.

        The Compensation Committee did not assign any particular weight to any of the foregoing criteria or establish any particular performance targets for these measures. Instead, the Compensation Committee used these criteria as reference points in making its subjective assessment of the performance of the Company and the individual executives during the fiscal year. In reviewing such criteria, the Compensation Committee also acknowledged, among other things, the contributions of Mr. Feltheimer cited above under the heading "Annual Incentive Plans."

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        Accordingly, based on its review, the Compensation Committee approved the vesting of all of the performance-based restricted share units for Mr. Feltheimer under the award that were eligible to vest based on fiscal 2013 performance.

        Michael Burns.    In March 2013, the Compensation Committee determined the vesting of a portion of a performance-based restricted share unit award granted to Mr. Burns in November 2009. Under the terms of the award, a total of 76,339 units were eligible to vest based on the Compensation Committee's assessment of Mr. Burns' performance during fiscal 2013. For these purposes, the Compensation Committee selected the following performance criteria to determine the number of these units that would vest for the applicable twelve-month performance period:

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assessing whether deals or acquisitions are accretive, by examining post-transaction multiples or results, as the case may be;



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stock price in comparison to the market and other media companies;



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annual revenue growth;



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growth of the Company's core library asset;



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performance of acquisitions over time and their value-added nature (including, but not limited to, broadcasting and digital initiatives);



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free cash flow levels or EBITDA (as defined), when appropriate;



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cash management and management of cost of capital;



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achieving pre-tax net income targets, adjusting for growth opportunities;



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return on equity and gross margin, whenever comparables are appropriate, in order to assess the Company's marketplace performance versus those measures at every year end;



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appropriate capital market raises at parent or subsidiary levels;



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any other information that may be deemed appropriate;



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reduction of corporate debt and interest cost savings; and



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any other information that may be deemed appropriate.

        The Compensation Committee did not assign any particular weight to any of the foregoing criteria or establish any particular performance targets for these measures. Instead, the Compensation Committee used these criteria as reference points in making its subjective assessment of the performance of the Company and the individual executives during the fiscal year. In reviewing such criteria, the Compensation Committee also acknowledged, among other things, the contributions of Mr. Burns cited above under the heading "Annual Incentive Plans."

        Accordingly, based on its review, the Compensation Committee approved the vesting of all of the performance-based restricted share units for Mr. Burns under the award that were eligible to vest based on fiscal 2013 performance.

        In addition, as described above under Annual Incentive Bonuses, the Company awarded a portion of the fiscal 2013 bonus for Messrs. Feltheimer, Burns and Keegan in the form of restricted share units. These awards were granted in April 2013 and will be reflected in future proxy statements as compensation for these executives for fiscal 2014 (the fiscal year in which the award was granted). As described in last year's proxy statement and in the compensation tables below, the Company also awarded a portion of the fiscal 2012 bonuses for each of these executives in the form of restricted share units. These awards were granted in May 2012 and are reflected in the tables below as compensation for each executive for fiscal 2013.

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Severance and Other Benefits upon Termination of Employment

        The Company believes that severance protections, particularly in the context of a change in control transaction, can play a valuable role in attracting and retaining key executive officers. Accordingly, we provide such protections for the Named Executive Officers under their respective employment agreements. The Compensation Committee evaluates the level of severance benefits to provide a Named Executive Officer on a case-by-case basis, and, in general, we consider these severance protections an important part of an executive's compensation and consistent with competitive practices.

        As described in more detail under Potential Payments Upon Termination or Change in Control below, the Named Executive Officers would be entitled under their employment agreements to severance benefits in the event of a termination of employment by the Company without cause (and, in the case of Messrs. Feltheimer, Burns and Levin, a termination by the executive for good reason). The Company has determined that it is appropriate to provide these executives with severance benefits under these circumstances in light of their positions with the Company and as part of their overall compensation package. The severance benefits for these executives are generally determined as if they continued to remain employed by the Company through the remainder of the term covered by their employment agreement.

        The Company also believes that the occurrence, or potential occurrence, of a change in control transaction will create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage our executive officers to remain employed with the Company during an important time when their prospects for continued employment following the transaction are often uncertain, we provide certain Named Executive Officers with enhanced severance benefits if their employment is terminated by the Company without cause or, in certain cases, by the executive for good reason in connection with a change in control. We believe that such enhanced severance benefits the Company and the shareholders by incentivizing the executives to be receptive to potential transactions that are in the best interest of shareholders even if the executives face great personal uncertainty in the change in control context.

        As noted above, we do not provide any benefits to our Named Executive Officers that would be payable solely because a change in control occurs or any right to receive a gross-up payment for any parachute payment taxes that may be imposed in connection with a change in control.

Perquisites and Other Benefits

        We provide certain Named Executive Officers with limited perquisites and other personal benefits, such as a car allowance, life insurance policy contributions and club membership dues that the Compensation Committee believes are reasonable and consistent with our overall compensation program, to better enable us to attract and retain superior employees for key positions. Additionally, we own an interest in an aircraft through a fractional ownership program for use related to film promotion and other corporate purposes. This enables our executive officers and other service providers to fly more efficiently and to conduct business in privacy while traveling. As we own an interest in and maintain this aircraft for business purposes, we believe it is reasonable to afford limited personal use of the aircraft consistent with regulations of the Internal Revenue Service, the SEC and the Federal Aviation Administration. Messrs. Feltheimer and Burns reimburse the Company for a substantial amount of the costs incurred for their limited personal use of the aircraft. All of these perquisites are reflected in the All Other Compensation column of the Summary Compensation table and the accompanying footnotes below.

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Policy with Respect to Section 162(m)

        Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows public companies a tax deduction for compensation in excess of $1,000,000 paid to their chief executive officers and certain other executive officers unless certain performance and other requirements are met. Although our intent generally is to design and administer our executive compensation program in a manner that will preserve the deductibility of compensation paid to our executive officers, we reserve the right to design programs that recognize a full range of performance criteria important to our success, even where the compensation paid under such programs may not be deductible. The Compensation Committee will continue to monitor the tax and other consequences of our executive compensation program as part of its primary objective of ensuring that compensation paid to our executive officers is reasonable, performance-based and consistent with the goals of the Company and its shareholders.

Compensation Actions After Fiscal-Year End

        As described above under Employment Agreements, we entered into a new employment agreement with Mr. Feltheimer in May 2013. In addition, on May 29, 2013, the Compensation Committee approved a new bonus plan, the Executive Annual Bonus Program (the "Executive Bonus Program"), to provide the terms of annual bonus opportunities to be granted to certain of the Company's executive officers for the 2014 fiscal year. Under the Executive Bonus Program, each of the Company's executive officers selected by the Compensation Committee to participate in the plan for a particular fiscal year will be eligible to receive a bonus if the Company achieves a target level of adjusted EBITDA established by the Compensation Committee for that year. If the target level is not achieved, no bonuses will be paid under the plan for that fiscal year. If the target level is achieved, the executive would be eligible to receive a bonus up to a maximum amount established by the Compensation Committee for each executive. The Compensation Committee has discretion to determine the actual amount of the bonus to be awarded to each executive for the fiscal year based on the executive's target bonus amount for the year and such company and/or individual performance criteria as it may determine appropriate (subject in each case to the maximum bonus amount for that executive). The Executive Bonus Program provides that the executive generally must remain employed with the Company through the date on which bonuses are paid for a particular fiscal year to be eligible for a bonus for that year. The Compensation Committee also approved the following target bonus opportunities under the Executive Bonus Program for the Company's 2014 fiscal year (expressed in each case as a percentage of the executive's base salary): Jon Feltheimer, Chief Executive Officer—100%; Michael Burns, Vice-Chairman—50%; Steven Beeks, Co-Chief Operating Officer and President, Motion Picture Group—50%; Brian Goldsmith, Co-Chief Operating Officer—50%; Wayne Levin, General Counsel and Chief Strategy Officer—50%; and James Keegan, Chief Financial Officer—30%.

Compensation Committee Report On Executive Compensation

        The following Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate the report by reference in that filing.

        The Compensation Committee has certain duties and powers as described in its charter. The Compensation Committee is currently composed of the three non-employee directors named at the end of this report, each of whom is independent as defined by the NYSE listing standards.

        The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this report. Based upon this review

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and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Amendment to be filed with the SEC.

COMPANY'S COMPENSATION POLICIES AND PRACTICES RELATING TO
RISK MANAGEMENT

        The Compensation Committee consisted during fiscal 2013 of Mr. Evrensel, Dr. Rachesky and Mr. Giustra until February 2013 when Mr. Simm replaced Mr. Giustra on the committee. The Compensation Committee has reviewed the design and operation of the Company's current compensation structures and policies as they pertain to risk and has determined that the Company's compensation programs do not create or encourage the taking of risks that are reasonably likely to have a material adverse effect on the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        No member who served on the Compensation Committee at any time during fiscal 2013 is or has been a former or current executive officer of the Company, except for Mr. Giustra (see Certain Relationships and Related Transactions below), had any relationships requiring disclosure by the Company under the SEC's rules requiring disclosure of certain relationships and related-party transactions. None of the Company's executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee during the fiscal year ended March 31, 2013.

EXECUTIVE COMPENSATION INFORMATION

Summary Compensation Table

        The Summary Compensation table below quantifies the value of the different forms of compensation earned by or awarded to the Named Executive Officers for the 2013 fiscal year. The primary elements of each Named Executive Officer's total compensation reported in the table are base salary, an annual bonus, and long-term equity incentives consisting of stock options and restricted share units. The Named Executive Officers also received the other benefits listed in column (i) of the Summary Compensation table, as further described in footnote 3 to the table.

        The Summary Compensation table should be read in conjunction with the tables and narrative descriptions that follow. The Grants of Plan-Based Awards table, and the accompanying description of the material terms of equity awards granted in fiscal 2013, provide information regarding the long-term equity incentives awarded to the Named Executive Officers in fiscal 2013. The Outstanding Equity Awards at Fiscal Year End and Option Exercises and Stock Vested tables provide further information on the Named Executive Officers' potential realizable value and actual value realized with respect to their equity awards.

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SUMMARY COMPENSATION—FISCAL 2011, 2012 AND 2013

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Description of Employment Agreements

        We have entered into employment agreements with each of the Named Executive Officers. These employment agreements are briefly described below. Provisions of these agreements relating to post-termination of employment benefits are discussed below under Potential Payments Upon Termination or Change in Control.

        Jon Feltheimer.    We entered into an employment agreement with Mr. Feltheimer effective May 22, 2013. The agreement provides that Mr. Feltheimer will serve as our Chief Executive Officer for a term that ends May 22, 2018. Pursuant to the agreement, Mr. Feltheimer will receive an annual base salary of $1,500,000 and will be eligible to receive an annual performance bonus based on such performance criteria as established by the Compensation Committee, with the target bonus being 100% of his base salary. Any portion of Mr. Feltheimer's annual bonus that exceeds $1,500,000 for a particular year may be paid to him in the form of fully vested common shares of the Company. Mr. Feltheimer was also granted an option to purchase 2,000,000 of the Company's common shares and an award of 200,000 of the Company's restricted stock units. The Compensation Committee also approved, effective on the first trading day of January 2014 (the "January 2014 Grant Date") and subject to Mr. Feltheimer's continued employment with the Company through that date, the grant to Mr. Feltheimer of (1) an option to purchase 250,000 of the Company's common shares at a per-share exercise price equal to the closing price of the Company's common shares on the January 2014 Grant Date (the "First January 2014 Option") and (2) an option to purchase 1,000,000 of the Company's common shares at a per-share exercise price equal to the greater of $30.00 or the closing price of the Company's common shares on the January 2014 Grant Date (the "Second January 2014 Option"). If the exercise price of the First January 2014 Option is greater than $26.55, Mr. Feltheimer would also receive a number of the Company's restricted stock units equal to (i) the product obtained by multiplying 250,000 by the amount by which the per-share exercise price of the First January 2014 Option exceeds $26.55, divided by (ii) the closing price of a Lions Gate common share on the January 2014 Grant Date. If the exercise price of the Second January 2014 Option is greater than $30.00, Mr. Feltheimer would also receive a number of the Company's restricted stock units equal to (i) the product obtained by multiplying 1,000,000 by the amount by which the per-share exercise price of the Second January 2014 Option exceeds $30.00, divided by (ii) the closing price of a Lions Gate common share on the January 2014 Grant Date. Each of these equity awards is scheduled to vest as to 25% of the award on each of May 23, 2014, May 23, 2015, May 23, 2016 and May 23, 2017. The agreement also provides for Mr. Feltheimer to participate in the Company's usual benefit programs for executives at his level, as well as Company-provided life and disability insurance coverage, reasonable club membership dues and limited use of the Company's private aircraft.

        For fiscal 2013, Mr. Feltheimer's service as the Company's Chief Executive Officer was governed by an employment agreement effective September 20, 2006, as amended on September 18, 2008 and October 8, 2008. The agreement provided that Mr. Feltheimer served as our Chief Executive Officer for a term that ended March 31, 2014. Mr. Feltheimer's annual base salary under the agreement was $1,200,000 but, commencing October 8, 2011, his salary increased in the same proportion as the proportional difference between the "Consumer Price Index for Urban Wage Earners All Items (Los Angeles-Riverside-Orange County, CA)," published by the United States Department of Labor, Bureau of Labor Statistics (the "CPI") in effect on March 1 of the preceding year and the CPI in effect as of October 8, 2011 and as of each successive anniversary of such date during the term of the agreement. Mr. Feltheimer was entitled to an annual discretionary bonus determined by the Compensation Committee, based on certain criteria set forth in the agreement, with an informal target bonus of 100% of his base salary. In addition, pursuant to the agreement, Mr. Feltheimer received stock price bonuses of $750,000 each when the volume-weighted average of our median stock price exceeded $13.00, $16.00 or $19.00 for a period of six consecutive months (for a maximum total bonus of $2,250,000). Mr. Feltheimer also received, on the first day following each three month anniversary of October 8,

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2008 that occurs during the term of his employment agreement, a number of our common shares equivalent to $250,000, calculated using the closing price of our common shares on the last trading day immediately prior to the respective quarterly issuance date. The agreement also provided for Mr. Feltheimer to participate in the Company's usual benefit programs for senior executives.

        Michael Burns.    We entered into an employment agreement with Mr. Burns effective October 30, 2012. The agreement provides that Mr. Burns will serve as our Vice Chairman for a term that ends October 30, 2017. Pursuant to the agreement, Mr. Burns will receive an annual base salary of $1,000,000, and was granted an option to purchase 1,857,143 of the Company's common shares and an award of 130,000 of the Company's restricted stock units. Each of these awards is scheduled to vest in four annual installments, with the first such installment vesting October 30, 2013. Mr. Burns is also eligible to receive an annual performance bonus at the discretion of the Compensation Committee, with the target bonus being 50% of his base salary. Any portion of Mr. Burns' annual bonus that exceeds $1.5 million for a particular year (and, at Mr. Burns' election, 50% of any annual bonus he is awarded up $1.5 million) will be paid to him in the form of either an award of the Company's common shares or an option to purchase the Company's common shares, as determined by the Compensation Committee (any such award to be fully vested on grant and the number of shares subject to such award to be determined based on the Company's then-current stock price and, in the case of an option, the assumptions then used to value stock options for purposes of the Company's financial reporting). In addition, Mr. Burns was entitled to receive a stock price bonus of $700,000 each if the volume-weighted average of the Company's stock price exceeds $17.00, $20.00 or $23.00 for a period of six consecutive months (for a maximum total bonus of $2,100,000 if all three stock price values are met). Each of these stock price bonuses has been paid as the first stock price goal was met during fiscal 2013 and the other two stock price goals were met during fiscal 2014. Mr. Burns also has the right to receive, on November 3, 2012 and on each three (3) month anniversary thereafter that occurs during the term of the agreement, a number of the Company's common shares equivalent to $187,500, calculated using the closing price of the shares on the last trading day immediately prior to the respective quarterly issuance date. The agreement also provides for Mr. Burns to participate in the Company's usual benefit programs for executives at his level, as well as Company-provided life and disability insurance coverage, a car allowance and limited use of the Company's private aircraft.

        Brian Goldsmith.    On October 3, 2012, we entered into an employment agreement with Mr. Goldsmith effective October 3, 2012. The agreement provides that Mr. Goldsmith will serve as our Co-Chief Operating Officer for a term that ends September 30, 2015. Pursuant to the agreement, Mr. Goldsmith will receive an annual base salary of $750,000, and was granted (i) 75,000 time-vesting restricted share units, (ii) 75,000 performance-vesting restricted share units, (iii) 125,000 time-vesting options to purchase shares of the Company's common stock, and (iv) 125,000 performance-vesting options to purchase shares of the Company's common stock. Each of these awards is scheduled to vest in three installments on October 3, 2013, October 3, 2014 and September 30, 2015, and with the vesting of the performance awards to also be subject to an assessment of Mr. Goldsmith's performance over the twelve month period ending on each vesting date, based on such Company and/or individual performance criteria determined by the Compensation Committee in consultation with the Company's Chief Executive Officer and Vice-Chairman. Mr. Goldsmith is also eligible to receive a targeted annual performance bonus of 25% of base salary, at the full discretion of the Company's Compensation Committee, in consultation with the Company's Chief Executive Officer, and an additional bonus each fiscal year of up to 25% of his base salary if Lions Gate achieves specified EBITDA targets for that year. In addition, Mr. Goldsmith will receive a one-time bonus of $100,000 in connection with the Company's closing of a credit facility for a commitment amount of at least $600 million during the term of the agreement. Mr. Goldsmith received such bonus in September 2012.

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        James Keegan.    On February 22, 2013, we entered into an employment agreement with Mr. Keegan. The agreement provides that Mr. Keegan will serve as the Company's Chief Financial Officer for a term commencing April 16, 2013 and ending October 15, 2014, subject to extension by the Company for an additional period ending April 15, 2016. Pursuant to the agreement, Mr. Keegan will receive an annual base salary of $525,000 for the initial term, and, in the event that the term is extended by the Company, $550,000 for such additional period. Mr. Keegan was also granted 25,000 options to purchase shares of the Company's common stock, and, in the event that the initial term is extended, an additional 25,000 options, each of which shall vest in three installments on the first, second and third anniversary of grant. Mr. Keegan is also eligible to receive an annual performance bonus, at the full discretion of the Compensation Committee, in consultation with the Company's Chief Executive Officer.

        Wayne Levin.    On February 7, 2013, we entered into an employment agreement with Wayne Levin. The agreement provides that Mr. Levin will serve as our General Counsel and Chief Strategic Officer for a term that ends March 31, 2016. Pursuant to the agreement, Mr. Levin received an annual base salary of $750,000 from February 7, 2013 through March 31, 2013, and for the period from April 1, 2013 through the end of the term, Mr. Levin will receive an annual base salary of $825,000. Mr. Levin was granted (i) 100,000 time-vesting restricted share units, (ii) 100,000 performance-vesting restricted share units, (iii) 175,000 time-vesting options to purchase shares of the Company's common stock, and (iv) 175,000 performance-vesting options to purchase shares of the Company's common stock. Each of these awards is scheduled to vest in three installments on February 7, 2014, February 7, 2015 and February 7, 2016, and with the vesting of the performance awards to also be subject to an assessment of Mr. Levin's performance over the 12 month period ending on each vesting date, based on such Company and/or individual performance criteria determined by the Compensation Committee in consultation with the Company's Chief Executive Officer. Mr. Levin is also eligible to receive an annual performance bonus, at the full discretion of the Compensation Committee, in consultation with the Company's Chief Executive Officer.

Grants of Plan-Based Awards

        The following table presents information regarding the equity incentive awards granted to the Named Executive Officers during fiscal 2013. Each of these awards was granted under the Lions Gate Entertainment Corp. 2012 Performance Incentive Plan (the "2012 Plan"), which has been approved by our shareholders.

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GRANTS OF PLAN-BASED AWARDS—FISCAL 2013