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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.    )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

LIONS GATE ENTERTAINMENT CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Notice of Annual General and Special Meeting

of Shareholders and Proxy Statement

LIONS GATE ENTERTAINMENT CORP.

Tuesday, September 15, 2015 at 10:00 a.m. local time

Shangri-La Hotel, 188 University Avenue, Toronto, Ontario, M5H 0A3, Canada

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LIONS GATE ENTERTAINMENT CORP.

250 Howe Street, 20^th Floor

Vancouver, British Columbia V6C 3R8

2700 Colorado Avenue

Santa Monica, California 90404

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To Be Held September 15, 2015

To Our Shareholders:

You are invited to attend the Annual General and Special Meeting of Shareholders (the “Annual Meeting”) of Lions Gate Entertainment Corp. (“Lionsgate” or the “Company”), which will be held on Tuesday, September 15, 2015, 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:

Shareholders will also receive the audited consolidated financial statements of the Company for the fiscal year ended March 31, 2015, together with the auditor’s report thereon. Shareholders of record at 5:00 p.m. (Eastern Standard Time) on July 20, 2015 are entitled to vote at the meeting or any continuations, adjournments or postponements thereof. It is expected that these materials will be mailed to shareholders on or about July 30, 2015.

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/lionsgate2015. 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

Santa Monica, California

Vancouver, British Columbia

July 29, 2015

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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EXECUTIVE SUMMARY

This summary highlights information contained elsewhere in this proxy statement. We hope this summary will be helpful to our shareholders in reviewing the proposals. This summary does not contain all of the information you should consider in making a voting decision, and you should read the entire proxy statement carefully before voting. These proxy materials are first being sent to shareholders of Lions Gate Entertainment Corp. commencing on or about July 30, 2015. For information on the details of the voting process and how to attend the Annual Meeting, please see About the Annual Meeting on page 1.

Voting Matters and Vote Recommendation

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2015 ANNUAL GENERAL AND SPECIAL 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 and special meeting of shareholders (the “Annual Meeting”) to be held on Tuesday, September 15, 2015, 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 will be mailed to shareholders on or about July 30, 2015.

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, 2016, 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 2015 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 20, 2015 (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, 148,296,913 common shares were outstanding and entitled to vote and held by approximately 604 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:

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.

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/lionsgate2015. To be effective, proxies must be received by IVS Associates by or at the Annual Meeting prior to the closing of the polls.

“Non-Registered 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.

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At the Annual Meeting, a representative from IVS Associates, Inc., an independent, third-party company, shall be appointed to act as scrutineer. The scrutineer 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 if you are a Non-Registered Shareholder. If you are a shareholder of record, 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:

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

What are the Board of Directors’ recommendations?

The enclosed proxy is solicited on behalf of the Board and the Company’s 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:

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?

For the election of each of the 12 nominated directors (Proposal 1), a plurality of the common shares voting in person or by proxy is required to elect each of the 12 nominees for director. A plurality means that the 12 nominees receiving the largest number of votes cast (votes “FOR”) will be elected. Shareholders are not permitted to cumulate their shares for purposes of electing directors.

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For 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 votes cast by holders of the Company’s common shares present or represented by proxy at the Annual Meeting. 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.”

For purposes of determining the number of votes cast, only shares voting “FOR,” “WITHHOLD” or “AGAINST” are counted. Abstentions and broker non-votes are not treated as votes cast and have no effect on the outcome of Proposals 1, 2 or 3, although they are counted for purposes of determining whether a quorum is present at the Annual Meeting.

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.

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, 2016. 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 June 15, 2016, 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 2016 annual meeting is advanced or delayed by more than 30 days from the date of the 2015 annual meeting, under U.S. laws, shareholder proposals intended to be included in the proxy statement for the 2016 annual meeting must be received by us within a reasonable time before we begin to print and mail the proxy statement for the 2016 annual meeting.

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, 2016, the proxies solicited by the Board for the 2016 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 2016 annual meeting of shareholders without any discussion of the proposal in the proxy statement for such meeting. If the date of the 2016 annual

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meeting is advanced or delayed more than 30 days from the date of the 2015 annual meeting, then the shareholder proposal must have been submitted to us within a reasonable time before we mail the proxy statement for the 2016 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.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and disclose final voting results in a Current Report on Form 8-K to be filed with the SEC within four (4) business days following the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on September 15, 2015

The notice of the Annual Meeting, this proxy statement and the enclosed proxy card will be mailed to shareholders on or about July 30, 2015. Our proxy statement and fiscal 2015 Annual Report to Shareholders will also be available in the Corporate/Reports section on our website at www.lionsgate.com.

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 250 Howe Street, 20^th Floor, Vancouver, British Columbia V6C 3R8. Our principal executive offices and our corporate head office is located at 2700 Colorado Avenue, Santa Monica, California 90404, and our telephone number 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, 2015

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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 20, 2015 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 20, 2015 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 by directors), 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

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 2016 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.

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 20, 2015.

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Vote Required and Board Recommendation

A plurality of the common shares voting in person or by proxy is required to elect each of the 12 nominees for director. A plurality means that the 12 nominees receiving the largest number of votes cast (votes “FOR”) will be elected. Shareholders are not permitted to cumulate their shares for purposes of electing directors.

For purposes of this proposal, abstentions and broker non-votes will not be counted as votes cast 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 & Risk 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, 2016 at remuneration to be fixed by the Audit & Risk 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 Recommendation

The affirmative vote of a majority of votes cast by holders of the Company’s common shares present or represented by proxy at the Annual Meeting is required for the re-appointment of Ernst & Young LLP as our independent registered public accounting firm. For purposes of this proposal, abstentions will not be counted as votes cast 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, 2016, AT A REMUNERATION TO BE DETERMINED BY THE AUDIT & RISK 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 the 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 2016 Annual Meeting.

Vote Required and Board Recommendation

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

UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 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:

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 15 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, develop 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. 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 members of the Board who are not employees of the Company or any of its subsidiaries (the “Non-Employee Directors”). In furtherance of the independent oversight of management, the Non-Employee Directors routinely meet and hold discussions without management present.

In keeping with good corporate governance practices and as required by the corporate governance standards of The New York Stock Exchange (“NYSE”), we maintain a majority of independent directors, as defined under the NYSE rules. The Board currently has 10 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 shareholders of the Company for the Board to make that determination based on the position and direction of the Company and the membership of the Board, from time to time. 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 shareholders 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 Chief Strategic Officer 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:

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 are designated to hedge or offset any decrease in the market value of our securities. The Company’s Corporate Governance Guidelines provide that directors are prohibited from pledging as collateral for a loan or holding in a margin account in which the shares are subject to margin their minimum number of shares held in the Company (currently, such number of shares equal to $150,000) but if they have shares above such minimum number, they are able to pledge such shares as collateral for a loan or holding in a margin account.

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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.

The Board held a total of six meetings in fiscal 2015 (including regularly scheduled and special meetings of the Board, which were held in person or via teleconference) and took action via unanimous written consent ten 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 2015. All directors are invited, but not required, to attend the Annual Meeting. All of our then current directors attended our 2014 Annual General Meeting of Shareholders in person.

Board Committees and Responsibilities

The Board has a standing Audit & Risk 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.

Name		Audit & Risk Committee		Compensation Committee		Nominating and Corporate Governance Committee		Strategic Advisory Committee
Michael Burns
Gordon Crawford*
Arthur Evrensel*
Jon Feltheimer
Frank Giustra*
Harald Ludwig*
Dr. John C. Malone*
G. Scott Paterson*
Mark H. Rachesky, M.D.*
Daryl Simm*
Hardwick Simmons*
Phyllis Yaffe*
Meetings held in fiscal 2015 (in person or via teleconference)		6		5		4		5

*  Independent Director

Chairman

Member

Financial Expert

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Messrs. Paterson (Chairman), Simmons and Ms. Yaffe are the current members of the Audit & Risk Committee. Mr. Koffman, a former member of the Board and a member of the committee in fiscal 2015, passed away in June 2015. The Audit & Risk Committee held six meetings during fiscal 2015 (in person or via teleconference) and did not take action via unanimous written consent. The Audit & Risk 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 & Risk Committee include, among other things, the following:

The Board has determined that each member of the Audit & Risk Committee qualifies as an “independent” director under 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 & Risk 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.

Messrs. Evrensel (Chairman), Rachesky and Simm are the current members of the Compensation Committee. The Compensation Committee held five meetings during fiscal 2015 (in person or via teleconference) and took action via unanimous written consent three times. 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:

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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.

Mr. Simm and Ms. Yaffe are the current members of the Nominating and Corporate Governance Committee. Mr. Koffman, a former member of the Board and the former Chairman of the committee, passed away in June 2015. The Nominating and Corporate Governance Committee held four meetings during fiscal 2015 (in person or via teleconference) and did not take any action via unanimous written consent. 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:

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

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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.

Messrs. Simmons (Chairman), Crawford and Rachesky are the current members of the Strategic Advisory Committee. The Strategic Advisory Committee held five meetings during fiscal 2015 (in person or via teleconference) and did not take action via unanimous written consent. 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 or her judgment, are appropriate for consideration by the directors. Any director may

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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 & Risk Committee.

Shareholder recommendations for director nominees are welcome and should be sent to our General Counsel and Chief Strategic Officer at 2700 Colorado Avenue, 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 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.

Annual Director Evaluations

Pursuant to our Corporate Governance Guidelines and the charter of the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee oversees an annual evaluation of the performance of the Board, each of its committees and each director in order to assess the overall effectiveness of the Board and its committees, director performance and Board dynamics. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures. The effectiveness of

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individual directors is considered each year when the directors stand for re-nomination. Members of senior management who regularly interact with the Board and/or its committees are also surveyed to solicit their input and perspective on the operation of the Board and its committees, as applicable, and how each might improve its effectiveness.

Director Independence

It is the policy of the Board that, as required by the requirements of the NYSE listing standards, 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:

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Pursuant to our Corporate Governance Guidelines, the Board undertook its annual review of director independence in June 2015. During the annual review, the Board considered transactions and relationships between each director or any member of his/her 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. Crawford, Evrensel, Giustra, Ludwig, Dr. Malone, Paterson, Dr. Rachesky, Simm and Simmons and Ms. Yaffe are “independent” under our Standards for Director Independence, Canadian standards, SEC rules and regulations (for Audit & Risk Committee members) and the NYSE listing standards. Mr. Koffman, a former director who passed away in June 2015, was also determined to be independent. 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.

Director Compensation

Compensation.    The Compensation Committee reviews and makes recommendations to the Board with respect to compensation of the Board and committee members. The Non-Employee Directors 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 (with the value based on the closing price of the Company’s common shares on the date prior to the grant date and the number of units rounded to the nearest whole unit) 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. The non-employee Chairman of the Board receives an additional annual retainer of $52,000, the Chairman of the Audit & Risk 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. Pursuant to the Company’s policies, directors are also reimbursed for reasonable expenses incurred in the performance of their duties.

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. However, the Board retains discretion to provide for the retainers for one or more directors to be paid in a different mix of cash and the Company’s common shares (including payment of the entire retainer in cash) as it determines appropriate. 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.

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The following table presents information regarding compensation paid to each of our Non-Employee Directors for services rendered during fiscal 2015. 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.

DIRECTOR COMPENSATION — FISCAL 2015

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Education.    The Company encourages the participation of all directors in continuing education programs, at the Company’s expense, that are relevant to the business and affairs of the Company and the fulfillment of the directors’ responsibilities as members of the Board and any of its committees.

Stock Ownership Policy.    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. New directors have three years from their initial election to the Board to reach this ownership threshold.

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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 20, 2015.

James W. Barge.    Mr. Barge has been our Chief Financial Officer since October 1, 2013. From October 2010 to November 2012. Mr. Barge served as the Executive Vice President, Chief Financial Officer of Viacom, Inc. (having served as its Executive Vice President, Controller, Tax and Treasury since January 2008), where he was responsible for overseeing all aspects of the company’s global finances and capital structure, as well as information technology, risk management and internal audit activities. Prior to joining Viacom, Mr. Barge served as Senior Vice President, Controller and Chief Accounting Officer (from October 2002 to December 2007) and Vice President and Controller (from February 2000 to October 2002) of Time Warner Inc., where he was responsible for the company’s overall financial planning, reporting and analysis, including budgeting and long range planning, and led several shared service and global process improvement initiatives. Mr. Barge joined Time Warner in March 1995 as Assistant Controller. Prior to joining Time Warner, Mr. Barge held several positions at Ernst & Young, including Area Industry Leader of the Consumer Products Group and National Office Partner, where he was responsible for the resolution of SEC accounting and reporting issues.

Steven Beeks.    Mr. Beeks has been our President, Motion Picture Group, since March 2012, our Co-President, Motion Picture Group, since February 2015, 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.

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 2015, and our three other most highly compensated executive officers for fiscal 2015 (the “Named Executive Officers”). The Named Executive Officers for fiscal 2015 include the following:

Executive Summary

The Company is a premier next generation global content leader with a strong and diversified presence in motion picture production and distribution, television programming and syndication, home entertainment, digital distribution, 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.

The Company reported very strong fiscal results in fiscal 2015. Specifically, the Company reported revenue of $2.40 billion, adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of $384.9 million, adjusted net income of $257.5 million or $1.85 adjusted basic net income per share and net income of $181.8 million or $1.31 basic net income per share for fiscal 2015 (fiscal year ended March 31, 2015). The $384.9 million of adjusted EBITDA in the fiscal year compared to adjusted EBITDA of $370.8 million in the prior year. Adjusted net income of $257.5 million or $1.85 adjusted basic net income per share in the fiscal year increased 18% from adjusted net income of $217.9 million or $1.58 adjusted basic net income per share in the prior year.

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Net income of $181.8 million or $1.31 basic net income per share on 139.0 million weighted average number of common shares outstanding increased 20% from $152.0 million or $1.11 basic net income per share on 137.5 million weighted average number of common shares outstanding in the prior year. Free cash flow of $261.6 million in the fiscal year increased from $258.3 million in the prior year, marking the third straight year in which the Company delivered over $250 million in free cash flow.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, 2010 and ending March 31, 2015.

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Additionally, during fiscal 2015, the Company paid cash dividends of $33.4 million. The amount of dividends, if any, that we pay to our shareholders is determined by our Board, at its discretion, and is dependent on a number of factors, including our financial position, results of operations, cash flows, capital requirements and restrictions under our credit agreements, as well as any legal requirements. We cannot guarantee the amount of dividends paid in the future, if any.

As described below in this CD&A, a substantial portion of our Named Executive Officers’ compensation is performance-based and/or linked to the value of our share price. Annual incentives are awarded based on the Compensation Committee’s assessment of a broad range of Company and individual performance criteria and are contingent on achievement of a threshold level of adjusted EBITDA for the fiscal year. Our equity incentive awards are primarily in the form of stock options that have value only if our share price increases after the date of grant of the option and/or awards that are subject to performance-based vesting requirements. The Compensation Committee believes that the compensation awarded to our executive officers for fiscal 2015 described below is appropriate in light of our Company’s strong performance during the fiscal year.

Key Features of Our Executive Compensation Program

The Compensation Committee believes that our 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:

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We have entered into employment agreements with each of our Named Executive Officers and believe these agreements have helped to create stability for our management team and contributed to the Company’s strong performance during fiscal 2015, as outlined above. These agreements have been 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. These 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, but may pay annual bonuses in cash and/or the Company’s common shares or equity awards with respect to the Company’s common shares and retains discretion to grant equity awards to executives at other times as the Compensation Committee may determine appropriate.

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 Compensation Committee 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 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 generally has a target value below or on par with targeted total direct compensation for similarly situated executives of the peer group companies identified below. 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.

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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 shareholders 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 the interests of the Company’s shareholders.

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, as outlined below, determines and implements the Company’s executive compensation philosophy, structure, policies and programs, and administers 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 2015, 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

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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 and the Vice Chairman), taking into account 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. The Compensation Committee is solely responsible for determining the compensation of the Chief Executive Officer and Vice Chairman. 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:

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 2015, the Compensation Committee engaged Pay Governance LLC (‘‘Pay Governance”) as its independent compensation consultant. Pay Governance assists the Committee in the development and evaluation of the Company’s executive compensation program, policies and practices and its determination of executive compensation, and provides advice to the Compensation Committee on other matters related to its responsibilities. Pay Governance reports directly to the Compensation Committee and the Compensation Committee has the sole authority to retain and terminate the consultant and to review and approve the consultant’s fees and other retention terms. During fiscal 2015, at the Compensation Committee’s request, Pay Governance performed the following services:

Peer Group

The selection of an appropriate peer group is a key element of any executive compensation program, so that comparisons to “market” compensation levels are meaningful and appropriate. In evaluating the program, the Company compares itself with a custom peer group which is comprised of companies with whom we compete for executive talent. These companies include competitors within the broader media industry segments as well as leisure product and home entertainment industries, which are similar to the Company in terms of size (revenue/market capitalization), operational characteristics, and stock price correlation relative to the market.

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With the assistance of Pay Governance, for the purpose of evaluating our executive compensation program in fiscal 2015, the Compensation Committee utilized, as it determined appropriate, the following companies, which include both entertainment companies in the 2014 Towers Watson Entertainment Industry Survey and companies within the broader media industry:

Utilizing the data provided by Pay Governance with respect to this peer group, the Compensation Committee evaluates the amount and proportions of base pay, annual incentive pay and long-term compensation, as well as the targeted total direct 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 peer group. As noted below, 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 (although the Compensation Committee does award annual bonuses from time to time in the form of equity awards). In assessing the executives’ compensation levels for market comparison purposes, the Compensation Committee allocates the grant date value of the equity awards 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.

In general, the Compensation Committee uses the peer group data as background information for its compensation decisions and does not “benchmark” compensation at any particular level relative to the peer companies. Except as otherwise noted in this CD&A, decisions by the Compensation Committee are subjective and the result of the Compensation Committee’s business judgment, which is informed by the experiences of the members of the Compensation Committee as well as analysis and input from, and comparable peer data provided by, the Compensation Committee’s independent compensation consultant. The Compensation Committee believes that the compensation opportunities provided to our Named Executive Officers are appropriate in light of competitive considerations. The Compensation Committee continues to monitor current trends and issues in the Company’s competitive landscape and will modify its programs as it determines appropriate.

Consultant Independence

During fiscal 2015, Pay Governance did not perform work for the Company other than pursuant to its engagement by the Compensation Committee. The Compensation Committee has assessed the independence of Pay Governance and concluded that its engagement of Pay Governance 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 2014, approximately 67.5% of the votes actually cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. Although the Compensation Committee believes this result affirms shareholders’ support of the Company’s approach to executive compensation, the Compensation Committee would like to see a greater level of support for the say-on-pay proposal and has recently implemented several changes designed to improve the program. For fiscal 2015, the Compensation Committee retained a new independent compensation consultant, Pay Governance, to assist the committee in defining performance criteria used to determine payout levels under executives’ incentive awards, designing and implementing its compensation program, and providing peer company compensation data to help evaluate compensation levels. Also, as noted above, the employment agreements entered into with the Company’s executive officers in recent years 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

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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.

Shareholder Engagement

The Company values and regularly solicits shareholder input. Over the past year, we spoke with shareholders representing approximately 60% of our outstanding shares regarding the Company’s performance, strategic focus and compensation practices. The policies described and disclosures made in this CD&A reflect, in part, feedback resulting from this ongoing shareholder engagement.

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, in certain cases, 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, with the amount of annual incentives and performance-based long-term incentives awarded, 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 these 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 the 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.

Steven Beeks.    In March 2012, we entered into an employment agreement with Mr. Beeks. The agreement provided that Mr. Beeks would serve as the Company’s Co-Chief Operating Officer and President, Motion Picture Group for a term commencing April 2, 2012 and ending April 1, 2015. In February 2015, the Compensation Committee engaged Pay Governance to assist the committee in structuring and analyzing terms for a new employment agreement with Mr. Beeks. Based on compensation levels from the 2014 Towers Watson Entertainment Industry Survey and publicly disclosed data from certain peer group companies identified above, Pay Governance provided an analysis of the proposed compensation structure relative to the targeted total direct compensation provided by certain of the peer companies to their chief operating officers, illustrated potential realizable long-term value of the compensation arrangements through the term of the agreement, and summarized proposed employment terms providing comparator practice to current market and best governance practices. Pay Governance concluded that the proposed levels for Mr. Beeks compensation was below the 25^th percentile of such peer group companies, which the Compensation Committee determined was appropriate given the Company’s smaller revenue size relative to most of the peer companies utilized in the sample group. Moreover, the proposed salary and target bonus were positioned below the 25^th percentile of the competitive market, while the annualized value of the long-term incentive grant provided in the agreement was above the 75^th percentile of the competitive market. 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 6, 2015, we entered into a new employment agreement with Mr. Beeks to serve as the Company’s Co-Chief Operating Officer and Co-President, Motion Picture Group for a term ending March 31, 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 by the Compensation Committee based on its subjective assessment of Mr. Beeks’ performance as the Company’s Co-Chief Operating Officer and Co-President, Motion Picture Group, negotiations with Mr. Beeks, and taking into account the data provided by Pay Governance described above. 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. Beeks so that the vesting of a substantial portion of these awards would be subject to the achievement of Company and individual

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performance criteria established by the Compensation Committee. Approximately two-thirds of the stock options and approximately two-thirds of the restricted share units granted to Mr. Beeks pursuant to the 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 performance award being eligible to vest based on performance over a specified twelve-month period. The Compensation Committee believed that these performance-based vesting requirements would create additional incentives for Mr. Beeks to help achieve particular goals deemed important to the Company and further align Mr. Beeks’ 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. Beeks’ 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 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 as outlined above:

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 established when we hire or otherwise enter into an employment agreement with an executive officer, based on negotiations with the executive and taking into account market compensation data for that position, and are generally not modified again until the end of the contract term. 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 (other than himself and the Vice Chairman). Consistent with our philosophy that executive pay should primarily be based on performance, our practice has been to establish base salaries that are generally lower than such salaries at our peer companies at the time the contract is entered into, 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. 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 2015, the Company did not enter into new employment arrangements with any Named Executive Officers. In May 2015 (fiscal 2016), the Company entered into an employment agreement with Mr. Beeks. The Compensation Committee believes that the base salary levels of the Named Executive Officers are reasonable

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in view of the Compensation Committee’s assessment of peer group data for similar positions and the committee’s assessment of the Company’s overall 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 and 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 Compensation Committee. The Compensation Committee believes that the annual bonus opportunities 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.

In June 2014, the Compensation Committee approved a 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. 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 is eligible to receive a bonus only if the Company achieves a target level of adjusted EBITDA established by the Compensation Committee for that year. This minimum performance requirement of the Executive Bonus Program is intended to add an objective performance component and preserve the Company’s tax deduction for bonuses paid under the program as determined under Section 162(m) of the U.S. Internal Revenue Code. 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 is eligible to receive a bonus up to a maximum amount established by the Compensation Committee for each executive. The Compensation Committee then has the 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.

For fiscal 2015, the Compensation Committee determined that the target level of adjusted EBITDA under the Executive Bonus Program would be $227.5 million. If this goal was not met, no bonuses would be paid under the program. The Compensation Committee selected adjusted EBITDA as the financial performance metric for fiscal 2015 because it believes that it is a meaningful indicator of the Company’s performance. In March 2015, the Compensation Committee certified that target level was achieved as the Company’s estimated adjusted EBITDA for fiscal 2015 was greater than $375.0 million and, accordingly, the Executive Bonus Program was fully funded up to each executive’s maximum opportunity.

In June 2014, the Compensation Committee also approved the following target and maximum bonus opportunities under the Executive Bonus Program for the Company’s 2015 fiscal year for the Named Executive Officers (the target amounts expressed in each case as a percentage of the executive’s base salary):

In determining the bonus amount to award each executive, the Compensation Committee considers a broad range of corporate and individual performance criteria and evaluates each executive’s achievements and contributions to the Company’s overall performance on a case-by-case basis. No specific weighting is assigned to any particular performance criterion. Instead, the Compensation Committee determines in its judgment how each executive’s contributions should be assessed. Based on its assessment, the Compensation Committee has

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discretion to reduce an executive’s bonus (including to zero) or increase an executive’s bonus (subject in each case to the executive’s maximum bonus opportunity established by the Compensation Committee). The Company believes that it is appropriate for the Compensation Committee to have broad discretion in evaluating the performance of the Named Executive Officers each year because the entertainment industry is constantly changing and the Company needs to be able to shift its goals and strategies on an ongoing basis. Thus, the Company believes that measuring performance based on specific goals set at the beginning of the year may not fully reflect the executive’s performance as the Company’s priorities change during the year.

Accordingly, for fiscal 2015, the Compensation Committee approved the following annual incentive bonuses to be awarded to each of the Named Executive Officers. In each case, the Compensation Committee used its discretion, as described above, to determine the bonuses based on the terms of the Executive Bonus Program and its subjective assessment of the various performance achievements noted below. Except as expressly noted above, 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, assessment of the following criteria (with no emphasis to be derived from the order in which they appear), including the financial performance results noted in Executive Summary above:

In reviewing such criteria, the Compensation Committee noted, the Company’s financial results for fiscal 2015 and the performance of the Company’s common shares over the past five years described under the heading Executive Summary above.

The Compensation Committee did note that revenue of $2.40 billion in the fiscal year declined 9% from $2.63 billion in the prior year due primarily to smaller theatrical and home entertainment slates of wide theatrical releases. The Company had 10 wide release theatrical films in the fiscal year compared to 13 wide release theatrical films in the prior year. Overall, the Company’s motion picture segment revenue in the fiscal year was $1.82 billion, a decline of 17% compared to the prior year. Within the Company’s motion picture segment, theatrical revenue in the fiscal year was $354.0 million compared to $524.7 million in the prior year due to the smaller slate of wide release films noted above. However, strong domestic and international television performance, a film slate including The Hunger Games: Mockingjay — Part 1 (which grossed $752 million at the worldwide box office), Insurgent (which grossed over $275 million at the worldwide box office) and John Wick (which grossed over $78 million at the worldwide box office), increased earnings from the Company’s investment in EPIX (its partnership with Viacom, its Paramount Pictures unit and Metro-Goldwyn-Mayer Studios), reduced interest expense and lower theatrical marketing costs all drove the Company’s profitability in the fiscal year. Indeed, EPIX contributed nearly $50 million in profit (before income taxes) to the Company in fiscal 2015. Additionally, revenue for the Company’s television production segment rose to a record $579.5 million in the fiscal year, an increase of 30% from $447.4 million in the prior year reflecting strong gains in all categories- domestic television licensing and syndication, international television revenue and home entertainment revenue from television production. A record 238 episodes and 168 hours of domestic television series were delivered in the fiscal year, including episodes of Anger Management, Orange is the New Black, Nashville, Mad Men, Manhattan, The Royals and Nurse Jackie. There was also significant domestic television revenue from the talk and game shows The Wendy Williams Show and Family Feud. Record international television revenue included licensing of Anger Management, Orange is the New Black, Nashville and Mad Men. Moreover, television revenue included in the Company’s motion picture segment in the fiscal year was $270.2 million, an increase of

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20% compared to $225.3 million in the prior year as a strong slate of theatrical wide releases reaching their pay television windows included The Hunger Games: Catching Fire, Divergent, Red 2 and Ender’s Game and compared favorably to the prior year slate.

Further, the Compensation Committee considered the contributions of Messrs. Feltheimer and Burns to the following achievements during fiscal 2015:

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Moreover, the Compensation Committee engaged Pay Governance to assist it in assessing its proposed annual incentive bonus amounts for Messrs. Feltheimer and Burns. In its review, Pay Governance summarized highlights of the Company’s business and strategic performance achieved during fiscal 2015, reviewed the executives’ historic compensation and potential fiscal 2015 compensation relative to the year over year change in the Company’s market capitalization and adjusted EBITDA, illustrated the competitive position of Messrs. Feltheimer’s and Burns’ fiscal 2015 compensation relative to the Company’s peer group, and illustrated the ratio of realizable compensation to target compensation and total return to shareholders relative to peer group companies with publicly available compensation information.

In its review of the proposed incentives, Pay Governance noted, among other things, the following: that even though the Company’s filmed entertainment revenue in the fiscal year declined from the prior year (due primarily to smaller theatrical and home entertainment slates of wide theatrical releases), strong performance in the Company’s television division and sound financial management, among other things, contributed to the Company’s profitability in the fiscal year; the Company’s net income and earnings per share were above the 50^th percentile of the Company’s peer group; total shareholder return over one, three and five years was comparatively strong versus the Company’s peer group; the Company had several strategic achievements in the fiscal year as noted above; and the Company was on track to achieve its three year adjusted EBITDA directional guidance. Pay Governance concluded that the proposed incentives to Messrs. Feltheimer and Burns would result in total compensation for each of Messrs. Feltheimer and Burns in fiscal 2015 being above the 75^th percentile of the Company’s peer group (with, as noted above, the grant date value of the equity awards granted to each executive on entering into their new employment agreements being allocated over the term of the contract).

After consideration of Pay Governance’s analysis of the proposed bonus amounts for Messrs. Feltheimer and Burns, the Compensation Committee determined that, in light of all of the performance achievements described above in this section, the Company performed at solid levels in fiscal 2015 and that these executives principally drove that performance in their leadership roles with the Company. The Compensation Committee concluded that it would be appropriate to reward them for the Company’s performance in fiscal 2015 with bonus payouts that were above the median relative to similarly situated executives with the peer companies noted above.

Accordingly, in May 2015, based on its review and under the Executive Bonus Program, the Compensation Committee approved the following for fiscal 2015: (i) for Mr. Feltheimer, a cash bonus of $4.05 million and the grant of a number of common shares of the Company with a value equal to $4.05 million (vesting immediately upon grant); and (ii) for Mr. Burns, a cash bonus of $3.0 million, the grant of a number of common shares of the Company with a value equal to $4.0 million (vesting immediately upon grant) and the grant of a number of the Company’s restricted share units with a value equal to $1.0 million (vesting in annual installments over three years following the date of grant). The Compensation Committee determined that it would be appropriate for a portion of each executive’s bonus to be paid in equity to further align the executive’s interests with those of our shareholders.

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James W. Barge.    Mr. Barge’s bonus for fiscal 2015 was determined, in part, based on the Company’s corporate performance measures discussed above and, in part, based on the Compensation Committee’s subjective assessment of Mr. Barge’s performance, as well as Mr. Feltheimer’s recommendations based on his subjective assessment of Mr. Barge’s performance, during the fiscal year.

Under the terms of the Executive Bonus Program for the Company’s 2015 fiscal year, Mr. Barge’s target bonus opportunity for the corporate performance achievement/payout level illustrated above, was as follows:

In assessing Mr. Barge’s individual performance during fiscal 2015, the Compensation Committee acknowledged Mr. Barge’s contribution to the following:

Accordingly, in May 2015, based on its review and under the Executive Bonus Program, the Compensation Committee approved for Mr. Barge for fiscal 2015, a cash bonus of $450,000 and the grant of a number of common shares of the Company with a value equal to $450,000 (vesting immediately upon grant). The Compensation Committee determined that it would be appropriate for a portion of Mr. Barge’s bonus to be paid in equity to further align Mr. Barge’s interests with those of our shareholders.

Steven Beeks.    Mr. Beeks’ bonus was determined, in part, based on the Company’s corporate performance measures discussed above and, in part, based on the Compensation Committee’s subjective assessment of Mr. Beeks’ performance, as well as Mr. Feltheimer’s recommendations based on his subjective assessment of Mr. Beeks’ performance, during the fiscal year.

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Under the terms of the Executive Bonus Program for the Company’s 2015 fiscal year, Mr. Beeks’ target bonus opportunity for the corporate performance achievement/payout level illustrated above, was as follows:

In assessing Mr. Beeks’ individual performance during fiscal 2015, the Compensation Committee acknowledged Mr. Beeks’ contribution to, among other things, the following:

Accordingly, in May 2015, based on its review and under the Executive Bonus Program, the Compensation Committee approved for Mr. Beeks’ for fiscal 2015, a cash bonus of $371,250 and the grant of a number of common shares of the Company with a value equal to $371,250 (vesting immediately upon grant). The Compensation Committee determined that it would be appropriate for a portion of Mr. Beeks’ bonus to be paid in equity to further align Mr. Beeks’ interests with those of our shareholders.

Wayne Levin.    Mr. Levin’s bonus was determined, in part, based on the Company’s corporate performance measures discussed above and, in part, based on the Compensation Committee’s subjective assessment of Mr. Levin’s performance, as well as Messrs. Feltheimer’s and Burns’ recommendations based on their subjective assessment of Mr. Levin’s performance, during the fiscal year.

Under the terms of the Executive Bonus Program for the Company’s 2015 fiscal year, Mr. Levin’s target bonus opportunity for the corporate performance achievement/payout level illustrated above, was as follows:

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In assessing Mr. Levin’s individual performance during fiscal 2015, the Compensation Committee acknowledged Mr. Levin’s contribution to, among other things, the following:

Accordingly, in May 2015, based on its review and under the Executive Bonus Program, the Compensation Committee approved for Mr. Levin for fiscal 2015, a cash bonus of $471,250 and the grant of a number of common shares of the Company with a value equal to $271,250 (vesting immediately upon grant). The Compensation Committee determined that it would be appropriate for a portion of Mr. Levin’s bonus to be paid in equity to further align Mr. Levin’s interests with those of our shareholders.

Reporting of Bonuses in Compensation Tables.    Under SEC rules, the portion of each Named Executive Officer’s bonus that is awarded in cash is reported in the tables below as compensation for the fiscal year in which the bonus is earned, whereas the portion of each Named Executive Officer’s bonus that is awarded in the form of an equity grant is reported in the tables below as compensation for the fiscal year in which the grant date (as determined for accounting purposes) occurs. Accordingly, each of the cash bonuses for the Named Executive Officers described above is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation table below as compensation for fiscal 2015, and each of the bonuses for the Named Executive Officers described above awarded in the form of an equity grant will be reported as compensation for fiscal 2016 in the compensation tables that appear in next year’s proxy statement (assuming the executive

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continues to be a Named Executive Officer). Additionally, as described in last year’s proxy statement and in the tables below, the portion of the bonuses awarded to the Named Executive Officers in the form of equity in April 2014 described in the Company’s 2014 proxy statement are reported as compensation for fiscal 2015 in the Summary Compensation table and related compensation tables below.

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 periodic 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:

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. As noted above, the equity grants provided in each executive’s employment agreement are intended to provide incentives for the entire term of the agreement, and 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 May 2015, the Compensation Committee approved a special grant of 600,000 options to purchase common shares of the Company (vesting in equal annual installments over three years following the date of grant with a term of five years from the date of grant) to each of Messrs. Feltheimer and Burns. This grant was approved in recognition of the Company’s strong fiscal performance in fiscal 2015, the Company entering into the Exchange Agreement with certain affiliates of Dr. Malone to acquire certain shares of common stock of Starz in exchange for the Company’s common shares in February 2015 and the other contributions of Messrs. Feltheimer and Burns cited above under the heading Annual Incentive Bonuses.

In addition, in May 2015, the Compensation Committee approved a special grant of 50,000 options to purchase common shares of the Company (vesting in equal annual installments over three years following the date of grant with a term of five years from the date of grant) to each of Messrs. Barge and Levin. This grant was approved in recognition of the Company’s strong fiscal performance in fiscal 2015, the Company entering into the Exchange Agreement with certain affiliates of Dr. Malone to acquire certain shares of common stock of Starz in exchange for the Company’s common shares in February 2015 and the other contributions of Messrs. Barge and Levin cited above under the heading Annual Incentive Bonuses.

Share Appreciation Rights.    A share appreciation right (or 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 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

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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 2015.

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 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.

As described above under Annual Incentive Bonuses, the Company awarded a portion of the fiscal 2015 bonus for each of the Named Executive Officers in the form of restricted share units that were fully vested upon grant. In addition, a portion of Mr. Burns’ fiscal 2015 bonus was awarded in the form of restricted share units that will vest over a three-year period, subject to his continued employment. These awards were granted in May 2015 and, under SEC rules, will be reflected in future proxy statements as compensation for these executives for fiscal 2016 (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 2014 bonuses for each of Messrs. Feltheimer and Burns in the form of fully-vested restricted share units. These awards were granted in April 2014 and are reflected in the tables below as compensation for each executive for fiscal 2015.

In addition, the Compensation Committee approved a special grant of 25,000 restricted share units to Mr. Barge in September 2014. This grant was approved in recognition of Mr. Barge’s efforts in the Company’s relocation of its international sales operations to London, England and as an additional retention incentive. The restricted share units are subject to a three-year vesting schedule and Mr. Barge’s continued employment with us through the vesting period.

Vesting of Fiscal 2015 Performance-Based Awards.    In June 2014, the Compensation Committee approved a plan to provide the terms for the vesting of restricted share unit awards granted to certain of the Company’s executive officers that will vest based on the performance of the Company and the individual executive during all or a portion of the 2015 fiscal year (the “Performance-Based Restricted Share Unit Award Plan”). The Named Executive Officers participating in the plan were Messrs. Barge, Beeks and Levin with respect to certain performance-based vesting grants that were made to each executive pursuant to their employment agreements. In each case, the executive was previously granted an award of restricted share units that would vest based on such Company and/or individual performance criteria determined by the Compensation Committee in consultation with Mr. Feltheimer for each of the 12-month performance periods covered by these awards (with a tranche of each award being allocated to each of the performance periods for that award). With respect to the portion of each executive’s award allocated to a 12-month performance period that coincided in part with fiscal 2015, the Compensation Committee established a target level of adjusted EBITDA for fiscal year 2015. The Compensation Committee selected adjusted EBITDA as the performance metric for the program for the reasons noted above for the Executive Bonus Plan. If the target level is not achieved, the performance-based restricted share units subject to that tranche will not vest. If the target level is achieved, the executive would be eligible to

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vest in the performance-based restricted share units subject to that tranche based on the corporate and individual performance measures determined by the Compensation Committee (provided that in no event will the tranche vest as to more than 100% of the units subject to that tranche). The Performance-Based Restricted Share Unit Award Plan provides that for a particular tranche of the award to vest, the executive generally must remain employed with the Company through the entire 12-month performance period for that tranche (which in some cases may extend past the end of fiscal 2015). The structure of the Performance-Based Restricted Share Unit Award Plan is intended to include an objective performance component for these awards and also to preserve the Company’s tax deduction for awards subject to the program as determined under Section 162(m) of the U.S. Internal Revenue Code.

For fiscal 2015, the Compensation Committee determined that the portion of each executive’s award subject to the Performance-Based Restricted Share Unit Award Plan could vest as to a maximum of 100% of the units subject to that tranche if the Company achieved adjusted EBITDA of at least $227.5 million for fiscal 2015. In March 2015, the Compensation Committee certified that target level was achieved as the Company’s estimated adjusted EBITDA for fiscal 2015 was greater than $375.0 million and, accordingly, the tranche of each executive’s award covered by the Performance-Based Restricted Share Unit Plan was eligible to vest up to 100% of the units covered by that tranche.

In addition to the performance-based restricted stock unit awards described above, Messrs. Barge, Beeks and Levin were also previously granted stock options that were subject to performance-based vesting requirements. Like the performance unit awards granted to these executives, these performance-based options were also divided into annual tranches that are eligible to vest based on Company and individual performance during the applicable 12-month performance period. The Compensation Committee determined the vesting of the tranches of these executives’ performance options at the same time it determined the vesting of their performance unit awards under the Performance-Based Restricted Share Unit Award Plan, as noted below.

James Barge.    In March 2015, the Compensation Committee determined the vesting of the fiscal 2015 tranche of a performance-based restricted share unit award and a performance-based stock option granted to Mr. Barge in September 2013. This tranche covered a total of 6,250 restricted share units and 43,750 options that were eligible to vest based on the Compensation Committee’s assessment of the Company’s and Mr. Barge’s performance during fiscal 2015. For these purposes, the Compensation Committee reviewed the Company’s corporate performance discussed above and also acknowledged the contributions of Mr. Barge cited above under the heading Annual Incentive Bonuses.

Accordingly, based on its review, the Compensation Committee approved the vesting of all of the performance-based restricted share units and performance options for Mr. Barge that were subject to the fiscal 2015 tranche of these awards.

Steven Beeks.    In April 2015, the Compensation Committee determined the vesting of the fiscal 2015 tranche of a performance-based restricted share unit award and a performance-based stock option granted to Mr. Beeks in March 2012. This tranche covered a total of 50,000 restricted share units and 125,000 options that were eligible to vest based on the Compensation Committee’s assessment of the Company’s and Mr. Beeks’ performance during fiscal 2015. For these purposes, the Compensation Committee reviewed the Company’s corporate performance discussed above and also acknowledged the contributions of Mr. Beeks cited above under the heading Annual Incentive Bonuses. The Compensation Committee also noted that the Company’s motion picture segment revenue in the fiscal year was $1.82 billion, a decline of 17% compared to the prior year. Within the Company’s motion picture segment, theatrical revenue in the fiscal year was $354.0 million compared to $524.7 million in the prior year due to the smaller slate of wide release films noted above.

Accordingly, based on its review, the Compensation Committee approved the vesting of 45,000 restricted share units and 125,000 options for Mr. Beeks that were subject to the fiscal 2015 tranche of these awards. For accounting purposes, the grant date for the portions of these awards that related to fiscal 2015 performance did not occur until after the end of the performance period in April 2015 when the Compensation Committee evaluated performance and determined the portions of these awards that would vest. Under SEC rules, the value of equity awards is reported as compensation for the fiscal year in which the grant date (as determined for accounting purposes) occurs. Accordingly, these awards will be included in the tables below as compensation for Mr. Beeks for fiscal 2016.

Wayne Levin.    In March 2015, the Compensation Committee determined the vesting of the fiscal 2015 tranche of a performance-based restricted share unit award and a performance-based stock option granted to Mr. Levin

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in February 2012. This tranche covered a total of 33,334 restricted share units and 58,334 options that were eligible to vest based on the Compensation Committee’s assessment of the Company’s and Mr. Levin’s performance during fiscal 2015. For these purposes, the Compensation Committee reviewed the Company’s corporate performance discussed above and also acknowledged the contributions of Mr. Levin cited above under the heading Annual Incentive Bonuses.

Accordingly, based on its review, the Compensation Committee approved the vesting of all of the performance-based restricted share units and performance options for Mr. Levin that were subject to the fiscal 2015 tranche of these awards.

Vesting of Fiscal 2014 Performance-Based Awards.    Similar to the plan described above for the fiscal 2015 tranches of the performance-based restricted stock unit awards and performance-based stock options granted to Messrs. Barge, Beeks and Levin, the Compensation Committee approved a plan in June 2013 pursuant to which the fiscal 2014 tranches of each of these awards would be eligible to vest only if a target level of adjusted EBITDA for fiscal 2014 were met. As disclosed in the Company’s proxy statement for the 2014 annual meeting, the Compensation Committee certified in April 2014 that the target level was achieved as the Company’s adjusted EBITDA for fiscal 2014 was $370.8 million (exceeding the target level of $200.1 million). The Compensation Committee then assessed the performance of the Company and each executive for fiscal 2014 and determined that the fiscal 2014 tranche of each executive’s award would fully vest if the applicable service-based requirements were met.

In making this determination, the Compensation Committee noted the Company’s financial performance during fiscal 2014 as described in the Executive Summary section of the Compensation Discussion and Analysis in the Company’s 2014 proxy statement. For Messrs. Barge and Beeks, the Compensation Committee also noted the individual contributions of each executive described in the Annual Incentive Bonuses section of that Compensation Discussion and Analysis. In assessing the individual performance during fiscal 2014 of Mr. Levin (who was not a Named Executive Officer last year), the Compensation Committee acknowledged his contribution to, among other things, the following:

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 determines 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 and Burns, a termination by the executive for “good reason”), as such terms are defined in the executive’s employment agreement. The Company has determined that it is appropriate to provide these executives with

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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 (or, in the case of Named Executive Officers other than Messrs. Feltheimer and Burns, either 50% of the remainder of the term or a specified number of months following termination).

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 generally do not have a defined benefit pension program for our Named Executive Offices. We do provide certain Named Executive Officers with limited perquisites and other personal benefits, though, 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.

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. In any case, there can be no assurance that the compensation intended to qualify for deductibility under Section 162(m) awarded or paid by the Company will be fully 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.

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Compensation Committee Report On Executive Compensation

The following Report of the Compensation Committee does not constitute soliciting material and shall 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 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.

Compensation Committee of the Board of Directors

Arthur Evrensel (Chairman)

Mark H. Rachesky, M.D.

Daryl Simm

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COMPANY’S COMPENSATION POLICIES AND RISK MANAGEMENT

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

During fiscal 2015, the Compensation Committee consisted of Mr. Evrensel, Mr. Simm and Dr. Rachesky. No member who served on the Compensation Committee at any time during fiscal 2015 is or has been a former or current executive officer of the Company, had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related-party transactions (other than certain transactions relating to investment funds affiliated with Dr. Rachesky as set forth under Certain Relationships and Related Transactions below). 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, 2015.

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 2015 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 2015, provide information regarding the long-term equity incentives awarded to the Named Executive Officers in fiscal 2015. The Outstanding Equity Awards at Fiscal 2015 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 2013, 2014 and 2015

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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 in May 2013 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”). Pursuant to this formula, On January 2, 2014, Mr. Feltheimer was granted an option to purchase an aggregate of 1,250,000 of the Company’s common shares at a per-share exercise price equal to $31.72. 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. Pursuant to this formula, on January 2, 2014, Mr. Feltheimer was granted 40,747 restricted stock units. 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. Pursuant to this formula, on January 2, 2014, Mr. Feltheimer was granted 54,224 restricted

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stock units. Each of these awards is scheduled to vest in four annual installments, with the first such installment vesting May 23, 2014. 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.

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 $1,500,000 million for a particular year (and, at Mr. Burns’ election, 50% of any annual bonus he is awarded up $1,500,000 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). 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.

James W. Barge.    On September 16, 2013, we entered into an employment agreement with Mr. Barge. The agreement provides that Mr. Barge will serve as the Company’s Chief Financial Officer commencing October 1, 2013, for a four-year term ending September 30, 2017. Pursuant to the agreement, Mr. Barge will receive an annual base salary of $800,000 for the first year of the employment term, $825,000 for the second year of the employment term, $850,000 for the third year of the employment term and $900,000 for the fourth year of the employment term. Mr. Barge was also granted (i) 25,000 time-vesting restricted stock units, (ii) 25,000 performance-vesting restricted stock units, (iii) 175,000 time-vesting options to purchase common shares of the Company, and (iv)175,000 performance-vesting options to purchase common shares of the Company. Each of these awards is scheduled to vest in four equal installments on September 16, 2014, September 16, 2015, September 16, 2016 and September 16, 2017, and with the vesting of the performance awards to also be subject to an assessment of Mr. Barge’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. Barge is eligible to receive an annual performance bonus, at the full discretion of the Compensation Committee, in consultation with the Company’s Chief Executive Officer. In fiscal 2014, Mr. Barge received a one-time bonus of $100,000 in recognition of certain consulting services rendered for the Company.

Steven Beeks.    On March 5, 2012, we entered into an employment agreement with Mr. Beeks. The agreement provides that Mr. Beeks will serve as the Company’s Co-Chief Operating Officer and President, Motion Picture Group for a term commencing April 2, 2012 and ending April 1, 2015. Pursuant to the agreement, Mr. Beeks will receive an annual base salary of $900,000. Mr. Beeks was also granted (i) 50,000 time-vesting restricted share units, (ii) 150,000 performance-vesting restricted share units, (iii) 125,000 time-vesting options to purchase shares of the Company’s common stock, and (iv) 375,000 performance-vesting options to purchase shares of the Company’s common stock. Each of these awards is scheduled to vest in three installments on March 5, 2013, March 5, 2014 and March 5, 2015, and with the vesting of the performance awards to also be subject to an assessment of Mr. Beeks’ 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. Beeks is also eligible to receive an annual bonus with a target amount of 50% of base salary, such bonus to be determined at the full discretion of the Compensation Committee in consultation with the Company’s Chief Executive Officer.

As noted in the Compensation Discussion and Analysis above, we entered into a new employment agreement with Mr. Beeks on May 6, 2015. The agreement has a three-year term commencing April 1, 2015 and provides that Mr. Beeks will continue to serve as the Company’s Co-Chief Operating Officer and Co-President, Motion

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Picture Group. Pursuant to the agreement, Mr. Beeks will receive an annual base salary of $950,000 and will be eligible to receive an annual bonus with a target amount of 75% of base salary, such bonus to be determined at the full discretion of the Compensation Committee in consultation with the Company’s Chief Executive Officer. Additionally, Mr. Beeks was granted (i) 33,333 time-vesting restricted share units, (ii) 66,667 performance-vesting restricted share units, (iii) 116,667 time-vesting options to purchase shares of the Company’s common stock and (iv) 233,333 performance-vesting options to purchase shares of the Company’s common stock. Each of these awards is scheduled to vest in three installments on May 5, 2016, May 5, 2017 and March 31, 2018, and with the vesting of the performance awards to also be subject to an assessment of Mr. Beeks’ 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.

Wayne Levin.    On February 7, 2013, we entered into an employment agreement with Mr. 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 common shares of the Company, and (iv) 175,000 performance-vesting options to purchase common shares of the Company. 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 incentive awards granted to the Named Executive Officers during fiscal 2015. Each of the equity-based awards was granted under the 2012 Plan, which has been approved by our shareholders. For information concerning the non-equity incentive plan awards granted during fiscal 2015, see Compensation Discussion and Analysis above.

Grants of Plan-Based Awards — Fiscal 2015