Sector: Communication
STARZ ENTERTAINMENT CORP · Meeting: May 15, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Newly proposed director exempt from TSR trigger; brings strong financial and media industry expertise as a former Fidelity portfolio manager and CFO.
Director since May 2025 (under 24 months), exempt from TSR trigger; no overboarding or attendance concerns identified, and brings deep media industry experience.
Director since May 2025 (under 24 months), exempt from TSR trigger; brings regulatory and telecommunications expertise relevant to Starz's business.
Director since May 2025 (under 24 months), exempt from TSR trigger; brings over 25 years of media investing experience through MHR Fund Management.
Director since May 2025 (under 24 months), exempt from TSR trigger; seasoned media operating executive with multiple CEO roles and relevant public board experience.
Director since May 2025 (under 24 months), exempt from TSR trigger; serves as CEO and President of Starz with direct operational accountability for company performance.
Director since May 2025 (under 24 months), exempt from TSR trigger; brings extensive content investment and media strategy experience from Liberty Global.
Director since May 2025 (under 24 months), exempt from TSR trigger; founder of MHR Fund Management with deep financial expertise and over 25 years of investment experience.
Director since May 2025 (under 24 months), exempt from TSR trigger; former long-tenured CEO of AMC Networks with directly relevant premium cable and streaming experience.
Director since May 2025 (under 24 months), exempt from TSR trigger; former CEO of Nasdaq Stock Market with strong financial and regulatory expertise, serving as Audit & Risk Committee Chair.
Director since August 2025 (under 24 months), exempt from TSR trigger; brings extensive media executive experience from FOX, NBC, CBS, and Tribune Broadcasting.
All 11 director nominees joined the board in May or August 2025, when Starz became a standalone public company following its separation from Lionsgate — meaning every director has been on the board for less than 24 months and is therefore exempt from the TSR underperformance trigger under our policy. The stock has returned 157.3% over three years versus the XLC sector ETF's 71.4%, a gap of +85.9 percentage points, which approaches but does not exceed the 80pp threshold required to trigger a vote against under the strong-positive TSR scenario — further confirming no TSR-based concern applies. No overboarding, attendance, independence, or qualifications issues were identified. Vote FOR all 11 nominees.
CEO
Jeffrey A. Hirsch
Total Comp
$6,753,823
Prior Support
N/A
This is Starz's first annual meeting as a standalone public company following its May 2025 separation from Lionsgate, so there is no prior say-on-pay vote history to evaluate. CEO Jeffrey Hirsch received total compensation of approximately $6.75 million for a nine-month transition period, which is broadly reasonable for a CEO of a $484 million market cap streaming and media company. The compensation program is structured with meaningful at-risk pay — 70% of long-term equity awards are performance-based restricted share units (stock awards that only pay out if the company hits specific targets), and 70-80% of the annual bonus is tied to company-wide financial metrics including adjusted operating income and revenue, indicating that variable pay is genuinely tied to outcomes rather than guaranteed. The company has a Nasdaq-compliant clawback policy, uses an independent compensation consultant, and the stock has significantly outperformed the XLC sector benchmark over both one-year and three-year periods, suggesting incentive pay has been aligned with strong shareholder results.
Auditor
Ernst & Young LLP
Tenure
3 yrs
Audit Fees
$2,983,405
Non-Audit Fees
$39,131
Ernst & Young has audited Starz as a standalone company since 2023, a tenure of approximately three years, well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax compliance of $39,131) represent only about 1.3% of audit fees ($2,983,405) for the transition period, far below the 50% threshold that would trigger a negative vote. No material financial restatements were identified, and EY is a Big 4 firm appropriate for a company of Starz's size and complexity.
Meeting held May 15, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Ramin Arani | 98.1% | 13.7M | 262,360 | ✓ Elected |
| Ed Wilson | 89.1% | 12.5M | 1.5M | ✓ Elected |
| Mignon L. Clyburn | 89.0% | 12.5M | 1.5M | ✓ Elected |
| Jeffrey A. Hirsch | 89.0% | 12.5M | 1.5M | ✓ Elected |
| Hardwick Simmons | 89.0% | 12.5M | 1.5M | ✓ Elected |
| Michael Burns | 88.9% | 12.4M | 1.6M | ✓ Elected |
| Mark H. Rachesky, M.D. | 82.7% | 11.6M | 2.4M | ✓ Elected |
| Bruce Mann | 74.8% | 10.5M | 3.5M | ✓ Elected |
| Joshua W. Sapan | 74.8% | 10.5M | 3.5M | ✓ Elected |
| Emily Fine | 69.1% | 9.7M | 4.3M | ✓ Elected |
| Lisa Gersh | 66.6% | 9.3M | 4.7M | ✓ Elected |
Say on Pay
For 11.6M · Against 2.4M · Abstain 28,771
Auditor Ratification
For 15.1M · Against 69 · Abstain 141,296
Other Proposals
Proposal 3
Advisory Vote on the Frequency of Future Say-on-Pay Votes
Starz Entertainment Corp. is holding its first annual meeting as a standalone public company following its May 2025 separation from Lionsgate. The ballot is straightforward: all 11 director nominees joined the board within the past 12 months and are exempt from TSR performance triggers, the auditor ratification raises no independence or fee concerns, and the executive compensation program is structured with a meaningful portion of pay tied to performance outcomes in a company whose stock has significantly outperformed its sector benchmark.
