Item 5.07
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Submission of Matters to a Vote of Security Holders.
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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”):
Number of Shares
Voted For
|
Number of Shares
Voted Against
|
Number of Shares
Abstained
|
Broker
Non-Votes
|
Percentage of Shares
Voted For of Votes
Cast*
|
125,173,975
|
2,286,452
|
289,423
|
0
|
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:
Number of Shares
Voted For
|
Number of Shares
Voted Against
|
Number of Shares
Abstained
|
Broker
Non-Votes
|
Percentage of Shares
Voted For of Votes
Cast*
|
125,463,329
|
1,992,714
|
293,809
|
0
|
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:
Number of Shares
Voted For
|
Number of Shares
Voted Against
|
Number of Shares
Abstained
|
Broker
Non-Votes
|
Percentage of Shares
Voted For of Votes
Cast*
|
125,454,907
|
2,003,099
|
291,842
|
0
|
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:
Number of Shares
Voted For
|
Number of Shares
Voted Against
|
Number of Shares
Abstained
|
Broker
Non-Votes
|
Percentage of Shares
Voted For of Votes
Cast*
|
125,506,955
|
1,937,178
|
305,715
|
0
|
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”):
Number of Shares
Voted For
|
Number of Shares
Voted Against
|
Number of Shares
Abstained
|
Broker
Non-Votes
|
Percentage of Shares
Voted For of Votes
Cast*
|
125,548,086
|
1,909,862
|
291.900
|
0
|
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:
Number of Shares
Voted For
|
Number of Shares
Voted Against
|
Number of Shares
Abstained
|
Broker
Non-Votes
|
Percentage of Shares
Voted For of Votes
Cast*
|
125,446,751
|
261,655
|
2,041,442
|
0
|
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:
Number of Shares
Voted For
|
Number of Shares
Voted Against
|
Number of Shares
Abstained
|
Broker
Non-Votes
|
Percentage of Shares
Voted For of Votes
Cast*
|
125,497,050
|
274,588
|
1,978,212
|
0
|
99.78%
|
* Does not include abstentions and broker non-votes.