LIONSGATE STUDIOS CORP (LION)
Sector: Communication
2026 Annual Meeting Analysis
LIONSGATE STUDIOS CORP · Meeting: March 17, 2026
Directors FOR
10
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Fries is the sitting CEO of Liberty Global and simultaneously holds outside board seats at Lionsgate, Liberty Latin America, Sunrise Communications, and Grupo Televisa — well above the policy's limit of one outside public board seat for a sitting CEO; regardless of his attendance record or the company's defense of his commitment, the policy requires an against vote when a sitting CEO holds two or more outside public board seats.
For Analysis
Long-tenured independent director with deep media and investment expertise; no overboarding, attendance, or independence concerns identified, and the 3-year TSR underperformance trigger is mitigated by the 5-year record showing the stock's longer-term performance is not severely below benchmark.
Executive director serving as CEO since 2000; the stock's 3-year price return of -5.2% is negative, but at only about 5 percentage points below zero this does not approach the severity needed to trigger an against vote under the policy, and the 5-year return of -0.7% similarly shows only modest underperformance that does not rise to a disqualifying level.
Independent director with relevant private equity and media investing experience; no overboarding, attendance, independence, or TSR trigger concerns identified.
Independent director who joined in June 2023; no overboarding, attendance, or independence concerns, and his tenure of under three years means he is evaluated proportionally — his overlap with any underperformance period is limited and does not trigger an automatic against vote.
Independent director with relevant investment and capital markets experience; no overboarding, attendance, or independence concerns identified, and no TSR trigger fires given her committee service and the stock's performance context.
Director who joined in January 2026, within the past 24 months, making him fully exempt from the TSR trigger under policy; no other disqualifying concerns identified.
Independent director with legal and governance expertise serving since December 2019; no overboarding, attendance, or independence concerns identified, and the stock's TSR does not rise to a level that would trigger an against vote for her tenure.
Independent non-executive Chair with long tenure and deep investment expertise; serves on multiple public boards but none appear to exceed the non-executive director threshold of four seats, and no overboarding, attendance, or independence concerns disqualify him.
Director who joined in May 2025, within the past 24 months, making him fully exempt from the TSR trigger under policy; relevant media and technology entrepreneurship experience with no other disqualifying concerns.
Independent director with extensive media industry experience serving since December 2021; his roughly four years of tenure overlaps with the 3-year measurement window, but the stock's absolute 3-year return of -5.2% is negative and the peer group comparison — while unfavorable — does not clearly exceed the 20-percentage-point threshold needed to fire the trigger given the absence of a precise named peer group median in the filing data available, and the 5-year mitigant further supports a for vote.
Ten of the eleven director nominees receive a FOR vote. Michael T. Fries is the sole exception, receiving an AGAINST vote solely because he is the sitting CEO of Liberty Global and holds at least two outside public company board seats — a clear violation of the policy's overboarding rule for sitting CEOs. All other nominees meet the policy standards on independence, attendance, qualifications, and TSR performance thresholds.
Say on Pay
✓ FORCEO
Jon Feltheimer
Total Comp
$9,823,232
Prior Support
80%%
The prior year say-on-pay vote received approximately 80% support, which is well above the 70% threshold that would require visible changes before supporting again. The CEO's total reported compensation of approximately $9.8 million is within a reasonable range for the chief executive of a $2.8 billion market cap media and entertainment company, and the program includes meaningful at-risk components — annual incentive bonuses paid partly in equity and long-term awards with performance-vesting conditions — satisfying the policy's pay mix requirements. While the stock has had a modest 3-year decline of about 5%, the incentive structure includes performance conditions tied to adjusted operating metrics and grants were scaled back to 85% of target when the company fell short of its financial plan, showing the pay-for-performance link is functioning as intended.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
24 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young has served as auditor since August 2001 (approximately 24 years for the predecessor entity), which falls just below the policy's 25-year tenure threshold that would trigger an against vote; no fee data was included in the proxy text provided so the non-audit fee ratio cannot be calculated, but absent confirmed fee data the policy instructs a FOR vote; no material restatements were disclosed and EY is a Big 4 firm appropriate for a company of Lionsgate's size.
Overall Assessment
The 2026 Lionsgate Studios annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory say-on-pay vote. The only contested item is Michael T. Fries's director election, where an AGAINST vote is warranted solely due to overboarding — he is a sitting CEO of Liberty Global holding multiple outside public board seats in violation of the policy's limits; all other proposals receive a FOR vote.