iLIONS GATE ENTERTAINMENT CORP /CN/i0000929351ifalse00009293512020-09-152020-09-150000929351dei:OtherAddressMember2020-09-152020-09-150000929351us-gaap:CommonClassAMember2020-09-152020-09-150000929351us-gaap:CommonClassBMember2020-09-152020-09-15
Registrant’s telephone number, including area code: (i877) i848-3866
No Change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written
Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
iClass A Voting Common Shares, no par value per share
iLGF.A
iNew
York Stock Exchange
iClass B Non-Voting Common Shares, no par value per share
iLGF.B
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Compensatory Arrangements with Certain Officers.
The Board of Directors of Lions Gate Entertainment Corp. (the “Company”) previously approved an amendment to the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan (the “2019 Plan”), subject to approval by the Company’s shareholders, to increase the maximum number of the Company’s common shares (the “Common Shares”) that may be issued or transferred pursuant to awards under the 2019 Plan by an additional 10,000,000 shares so that the new aggregate share limit under the 2019 Plan would be 16,100,000 Common Shares (not including shares that were originally approved for issuance under the
Company’s prior stock incentive plans that have become available for issuance under the 2019 Plan pursuant to the terms of the 2019 Plan). At the Company’s annual meeting of shareholders held on September 15, 2020, the Company’s shareholders approved this 2019 Plan amendment.
The Common Shares available for issuance under the 2019 Plan may be either Class A Voting Common Shares of the Company (“Class A Shares”) or Class B Non-Voting Common Shares of the Company (“Class B Shares”), as determined
by administrator of the 2019 Plan and set forth in the applicable award agreement. However, in no event may the combined number of Class A Shares and Class B Shares issued under the 2019 Plan exceed the aggregate share limit of the 2019 Plan described above.
The preceding summary is qualified in its entirety by reference to the text of the amended and restated 2019 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 15, 2020, the
Company held its Annual General and Special Meeting of Shareholders (the “Annual Meeting”) to consider and vote upon the election of each of the nominated directors to the Board, the re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2021, an advisory vote to approve executive compensation and approval of an amendment to the 2019 Plan. For more information about the proposals considered and voted upon at the Annual Meeting, please see the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 28, 2020.
At
the Annual Meeting, 89.9% of the Class A Shares entitled to vote at the Annual Meeting were represented in person or by proxy at the Annual Meeting.
Based on the results of the vote, and consistent with the Board’s recommendation, the shareholders voted to elect all of the Company's director nominees, approved the re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2021, approved the advisory vote on executive compensation and approved an amendment to the 2019 Plan.
The
number of votes cast for or withheld from the election of each director and the number of votes cast for or against or abstaining from the other matters voted upon is also set forth below. The voting results disclosed below are final and have been certified by Broadridge Financial Solutions, the independent Inspector of Elections.
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
