Lions Gate Entertainment Corp. (NYSE:LGF) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
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Submission of Matters to a Vote of Security Holders. |
On December 7, 2016, at 10:00 am Pacific time, Lions Gate
Entertainment Corp. (the Company) held a special meeting (the
Special Meeting) to consider and vote upon the following
proposals. For more information about the proposals considered
and voted upon at the Special Meeting, please see the joint proxy
statement/prospectus filed by the Company on Form S-4 with the
Securities and Exchange Commission on November 4, 2016.
The number of votes cast for or against or abstaining from the
matters voted upon is also set forth below. The number of broker
non-votes or other shares not voted with respect to the election
of each director and the other proposals, as applicable, is also
set forth below. The voting results disclosed below are final and
have been certified by IVS Associates, Inc., the independent
Inspector of Elections (other than the percentage of shares voted
for of shares outstanding).
Proposal 1(a):
Proposal to adopt alterations to the current Notice of Articles
of Lions Gate to create and authorize a new class of voting
shares entitled Class A voting shares (the Lions Gate voting
shares) and a new class of non-voting shares entitled Class B
non-voting shares (the Lions Gate non-voting shares) and to
remove the Company’s currently authorized series of preferred
shares (the preferred shares):
| NumberofShares VotedFor | NumberofShares VotedAgainst | NumberofShares Abstained | Broker Non-Votes |
PercentageofShares VotedForofVotes Cast* |
| 125,173,975 | 2,286,452 | 289,423 | 98.21% |
Proposal 1(b):
Proposal to approve the adoption of amendments to the current
Articles of Lions Gate with respect to the special rights and
restrictions of the authorized shares, including Lions Gates
existing common shares (the Common Shares), the Lions Gate voting
shares, the Lions Gate non-voting shares and the preferred
shares:
| NumberofShares VotedFor | NumberofShares VotedAgainst | NumberofShares Abstained | Broker Non-Votes |
PercentageofShares VotedForofVotes Cast* |
| 125,463,329 | 1,992,714 | 293,809 | 98.44% |
Proposal 1(c):
Proposal to approve the conversion of each Common Share into 0.5
Lions Gate voting shares and 0.5 Lions Gate non-voting shares and
the adoption of further alterations to the Notice of Articles of
Lions Gate to remove the Common Shares from the Notice of
Articles:
| NumberofShares VotedFor | NumberofShares VotedAgainst | NumberofShares Abstained | Broker Non-Votes |
PercentageofShares VotedForofVotes Cast* |
| 125,454,907 | 2,003,099 | 291,842 | 98.43% |
Proposal 1(d):
Proposal to approve the adoption of further amendments to the
Articles of Lions Gate with respect to changes to remove
references to the Lions Gate Common Shares therein:
| NumberofShares VotedFor | NumberofShares VotedAgainst | NumberofShares Abstained | Broker Non-Votes |
PercentageofShares VotedForofVotes Cast* |
| 125,506,955 | 1,937,178 | 305,715 | 98.48% |
Proposal 2:
Proposal to approve the issuance of Lions Gate non-voting shares
and Lions Gate voting shares to holders of Starz Series A common
stock and Starz Series B common stock in connection with the
Agreement and Plan of Merger, dated as of June 30, 2016 (as
amended, the merger agreement), by and among Lions Gate, Starz
and Orion Arm Acquisition Inc. (Merger Sub):
| NumberofShares VotedFor | NumberofShares VotedAgainst | NumberofShares Abstained | Broker Non-Votes |
PercentageofShares VotedForofVotes Cast* |
| 125,548,086 | 1,909,862 | 291.900 | 98.50% |
Proposal 3:
Proposal to approve the issuance of Lions Gate Common Shares to
John C. Malone, Robert R. Bennett and certain of their respective
affiliates (the M-B stockholders), in connection with the Stock
Exchange Agreement, dated as of June 30, 2016, by and among Lions
Gate, Merger Sub and the M-B stockholders:
| NumberofShares VotedFor | NumberofShares VotedAgainst | NumberofShares Abstained | Broker Non-Votes |
PercentageofShares VotedForofVotes Cast* |
| 125,446,751 | 261,655 | 2,041,442 | 99.79% |
Proposal 4:
Proposal to approve all issuances of Lions Gate securities by
Lions Gate, during the five-year period following the receipt of
shareholder approval, to Liberty Global plc, Discovery
Communications, Inc. and MHR Fund Management, LLC in connection
with the exercise of their preemptive rights under the Investor
Rights Agreement, dated as of November 10, 2015 and amended as of
June 30, 2016, by and among Lions Gate and certain of its
stockholders, including Liberty Global plc, Discovery
Communications, Inc., MHR Fund Management, LLC and certain of
their respective affiliates:
| NumberofShares VotedFor | NumberofShares VotedAgainst | NumberofShares Abstained | Broker Non-Votes |
PercentageofShares VotedForofVotes Cast* |
| 125,497,050 | 274,588 | 1,978,212 | 99.78% |
* Does not include abstentions and broker non-votes.
About Lions Gate Entertainment Corp. (NYSE:LGF)
Lions Gate Entertainment Corp. is engaged in motion picture production and distribution, television programming and syndication, home entertainment, international distribution and sales, branded channel platforms, interactive ventures and games and location-based entertainment. The Company operates through two segments: Motion Pictures and Television Production. The Company’s Motion Pictures segment consists of the development and production of feature films, acquisition of North American and around the world distribution rights, North American theatrical, home entertainment and television distribution of feature films produced and acquired, and around the world licensing of distribution rights to feature films produced and acquired. The Company’s Television Production segment consists of the development, production and around the world distribution of television productions, including television series, television movies, and mini-series and non-fiction programming. Lions Gate Entertainment Corp. (NYSE:LGF) Recent Trading Information
Lions Gate Entertainment Corp. (NYSE:LGF) closed its last trading session up +0.89 at 24.99 with 5,485,020 shares trading hands.