UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant þ
Filed by a Party other than the Registrant ¨
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¨ Preliminary Proxy Statement
¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
þ Definitive Additional Materials
¨ Soliciting Material Pursuant to Section 240.14a-12
Lions Gate Entertainment Corp.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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þ | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) Title of each class of securities to which transaction applies: |
| (2) Aggregate number of securities to which transaction applies: |
| (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) Proposed maximum aggregate value of transaction: |
| (5) Total fee paid: |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) Amount previously paid: |
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| (4) Date Filed: |
Explanatory Note
This Amendment No. 1 to the definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed by Lions Gate Entertainment Corp. (“Lionsgate” or the “Company”) with the Securities and Exchange Commission on November 19, 2010 amends and supplements certain information contained in the Proxy Statement.
The section of the Proxy Statement entitled “About the Meeting” is hereby amended and supplemented by deleting the sentence “Who pays for the preparation of this proxy statement?” and the paragraph beneath such sentence, and replacing them with the following:
“Who pays for the preparation of this proxy statement and the proxy solicitation?”
“The Company will pay the cost of proxy solicitation, including the cost of preparing, assembling and mailing this proxy statement, notice of the Annual Meeting and enclosed proxy card. In addition to the use of mail, the Company’s employees and advisors may solicit proxies personally and by telephone, facsimile, courier service, telegraph, the Internet, e-mail, newspapers and other publications of general distribution. The Company’s employees will receive no compensation for soliciting proxies other than their regular salaries. The Company may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies, and the Company will r eimburse those persons for their reasonable out-of-pocket expenses incurred in connection with these activities. The Company will compensate only independent third-party agents that are not affiliated with the Company but who solicit proxies. We have retained MacKenzie Partners, Inc., a third-party solicitation firm, to solicit proxies on our behalf and we will pay all costs and expenses associated with retaining MacKenzie Partners, Inc., which are estimated to be approximately $150,000. MacKenzie Partners, Inc. has advised Lionsgate that approximately 30 of its employees will be involved in soliciting Lionsgate stockholders on behalf of Lionsgate. The Company’s expenses related to the solicitation in excess of those normally spent for an Annual Meeting as a result of the proxy contest are expected to be approximately $75,000 (excluding salaries and wages of our regular employees and officers and the fees and expenses to be paid toMacKenzie Partners, Inc.), of which approximately $2,500 has been spent to date. Appendix A sets forth information relating to the Company’s directors, director nominees, officers and employees who are considered “participants” in our solicitation under the rules of the SEC by reason of their position as directors or director nominees or because they may be soliciting proxies on our behalf. Some of our directors, officers and other employees may solicit proxies without extra compensation by mail and, if found to be necessary, by telephone and personal interviews, and information about such persons is included in Appendix A. The employees of the Company named in Appendix A are full-time employees of the Company.”
The Proxy Statement is hereby amended and supplemented by adding the following “Appendix A” at the end of the Proxy Statement:
APPENDIX A
Information Regarding Participants
Set forth below are the names, present principal occupations or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on of the directors, director nominees, officers, employees and other representatives of Lionsgate who may assist in Lionsgate’s solicitation of proxies in connection with the 2010 Annual Meeting of Stockholders. These persons (collectively, the “Participants”) are “participants” under SEC rules. Also set forth below are the amount of each class of securities of Lionsgate that each Participant owns beneficially (directly or indirectly) as of November 12, 2010, including the number of securities for which beneficial ownership can be acquired within 60 days of such date. No Participant listed below owns any securities of Lionsgate of record that such Par ticipant does not own beneficially.
Name | Present Principal Occupation or Employment |
Name, Principal Business and Address of any Organization in Which Such Employment Is Carried on |
Beneficial Ownership of Lionsgate Common Stock as ofNovember 12, 2010 (Including Securities that May Be Acquired Within 60 Days of November 12, 2010) |
Norman Bacal | Co-Managing Partner | Heenan Blaikie LLP Bay Adelaide Centre P.O. Box 2900 333 Bay Street, Suite 2900 Toronto, Ontario Canada M5H 2T4
| 35,086 |
Steven Beeks | President and Co-Chief Operating Officer | c/o Lions Gate Entertainment Corp. 2700 Colorado Ave., Suite 500 Santa Monica, CA 90404
| 710,906 (1) |
Michael Burns | Vice-Chairman | c/o Lions Gate Entertainment Corp. 2700 Colorado Ave., Suite 500 Santa Monica, CA 90404
| 2,059,365 (2) |
Joseph Drake | Co-Chief Operating Officer | c/o Lions Gate Entertainment Corp. 2700 Colorado Ave., Suite 500 Santa Monica, CA 90404
| 1,069,094 (3) |
Arthur Evrensel | Partner | Heenan Blaikie LLP 1055 West Hastings Street, Suite 2200
| 38,663 |
Jon Feltheimer | Co-Chairman and Chief Executive Officer | c/o Lions Gate Entertainment Corp. 2700 Colorado Ave., Suite 500 Santa Monica, CA 90404
| 2,700,102 (4) |
Frank Giustra | President and Chief Executive Officer | Fiore Financial Corporation P.O. Box 49139 595 Burrard Street, Suite 3123 Vancouver, British Columbia V7X1J1
| 0 |
James Keegan | Chief Financial Officer | c/o Lions Gate Entertainment Corp. 2700 Colorado Ave., Suite 500 Santa Monica, CA 90404
| 31,700 |
Morley Koffman | Partner | Koffman Kalef LLP 885 West Georgia St, 19th Floor Vancouver, British Columbia V6C 3H4 | 60,022 |
Wayne Levin | General Counsel and Executive Vice President | c/o Lions Gate Entertainment Corp. 2700 Colorado Ave., Suite 500 Santa Monica, CA 90404
| 256,879 (5) |
Harald Ludwig | President | Macluan Capital Corporation 940-1040 West Georgia Vancouver, British Columbia V6E 4H1
| 108,949 |
G. Scott Paterson | Vice Chairman | NeuLion Inc. 463 King Street West, Third Floor Toronto, Ontario M5V 1K4
| 254,638 |
Mark H. Rachesky, M.D. | President | MHR Fund Management LLC 40 West 57th St NY, NY 10019
| 39,423,424 (6) |
Daryl Simm | Chairman and Chief Executive Officer | Omnicom Media Group 195 Broadway,28th Floor New York, NY 10007
| 44,036 |
Hardwick Simmons | Active Director | 83 Hammett’s Cove Road Marion, MA 02738
| 66,352 |
Brian V. Tobin | Senior Business Advisor | Fraser Milner Casgrain LLP 1 First Canadian Place 39th Floor 100 King Street West Toronto, Ontario M5X 1B2
| 40,081 |
Peter Wilkes | Senior Vice President Investor Relations & Executive Communications | c/o Lions Gate Entertainment Corp. 2700 Colorado Ave., Suite 500 Santa Monica, CA 90404
| 629 (7) |
Phylis Yaffe | Active Director | 70 Rosehill Avenue Toronto, Ontario M4T 2W7 | 9,192 |
(1) | Includes 425,000 common shares subject to options that are fully exercisable on or before January 11, 2011. Excludes 850,000 cash-based share appreciation rights with an exercise price of $5.45. |
(2) | Includes 1,050,000 common shares subject to options that are fully exercisable on or before January 11, 2011. |
(3) | Includes 500,000 common shares subject to options that are fully exercisable on or before January 11, 2011. |
(4) | Includes 1,050,000 common shares subject to options that are fully exercisable on or before January 11, 2011. |
(5) | Excludes 700,000 cash-based share appreciation rights with an exercise price of $5.17. |
(6) | The information is based solely on the information in a Form 4 filed with the SEC on October 5, 2010 by Dr. Rachesky. The shares reported therein are held for the accounts of (a) MHR Capital Partners Master Account LP, (b) MHR Capital Partners (100) LP, (c) MHR Institutional Partners II LP, (d) MHR Institutional Partners IIA LP, and (e) MHR Institutional Partners III LP. Additionally, Dr. Rachesky directly holds 13,508 shares and 8,333 restricted share units, payable upon vesting in an equal number of common shares, which are scheduled to vest in two equal installments on September 15, 2011 and September 15, 2012. |
(7) | Excludes 10,000 shares to vest commencing August 2011. |
The following table sets forth information regarding purchases and sales of Lionsgate securities by Participants during the past two years. Except as set forth below or as otherwise disclosed in this proxy statement, no part of the purchase price or market value of these securities is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities. To the extent that any part of the purchase price or market value of any of these securities is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities, the amount of the indebtedness as of the latest practicable date is setforth below. If such funds were borrowed or obtained otherwise than pursuant to a margin account or bank loan in the regular course of business of a bank, broker or dealer, a description of the transaction and the parties is set forth below.
Name |
| Transaction Date |
| Number of Lionsgate Common Shares Acquired (or Disposed of) |
| Notes |
Norman Bacal |
| April 1, 2009 September 15, 2009 October 1, 2009 April 1, 2010 September 15, 2010 October 1, 2010
|
| 6,795 12,500 4,732 3,582 1,042 4,525 |
| See Note 2 See Note 1 See Note 2 See Note 2 See Note 3 See Note 2 |
Steven Beeks |
| May 28, 2010 May 28, 2010 May 30, 2010 June 30, 2010 June 30, 2010
|
| 38,728 106,250 58,092 49,354 53,125 |
| See Note 3 See Note 4 See Note 3 See Note 3 See Note 4 |
Michael Burns |
| November 2, 2009 November 30, 2009 February 3, 2010 February 3, 2010 May 3, 2010 May 3, 2010 June 30, 2010 June 30, 2010 August 3, 2010 August 3, 2010 September 1, 2010 September 1, 2010 November 3, 2010 November 3, 2010 |
| 229,018 10,000 36,693 915 393 27,095 282,958 205,387 12,960 27,902 59,942 129,047 11,609 25,236
|
| See Note 4 Acquisition See Note 4 See Note 3 See Note 3 See Note 4 See Note 3 See Note 4 See Note 3 See Note 4 See Note 3 See Note 4 See Note 3 See Note 4 |
Joseph Drake |
| June 10, 2009 June 11, 2009 June 12, 2009 June 15, 2009 July 10, 2009 August 6, 2009 August 12, 2009 September 9, 2009 September 10, 2009 October 2, 2009 June 30, 2010 June 30, 2010 August 6, 2010 |
| 100,000 75,000 50,000 25,000 62,500 20,000 62,500 62,500 27,748
195,000 262,500 3,097 |
| See Note 5 See Note 5 See Note 5 See Note 5 See Note 5 See Note 1 See Note 5 See Note 5 See Note 3
See Note 3 See Note 4 See Note 3 |
Arthur Evrensel |
| April 1, 2009 September 9, 2009 October 1, 2009 April 1, 2010 September 9, 2010 October 1, 2010 |
| 4,280 1,124 3,430 3,798 1,042 4,229
|
| See Note 2 See Note 3 See Note 2 See Note 2 See Note 3 See Note 2 |
Jon Feltheimer |
| January 9, 2009 January 9, 2009 April 8, 2009 April 8, 2009 July 8, 2009 July 8, 2009 September 20, 2009 October 8, 2009 October 8, 2009 November 12, 2009 January 9, 2009 January 9, 2010 April 9, 2010 April 9, 2010 May 28, 2010 May 28, 2010 June 30, 2010 June 30, 2010 July 9, 2010 July 9, 2010 October 9, 2010 October 9, 2010 |
| 22,287 46,382 23,365 50,302 20,266 43,630 28,760 19,354 41,667 4,855 19,966 42,808 18,760 40,388 58,320 160,000 357,997 232,678 17,178 36,982 15,416 33,512
|
| See Note 3 See Note 4 See Note 3 See Note 4 See Note 3 See Note 4 See Note 3 See Note 3 See Note 4 Gift See Note 3 See Note 4 See Note 3 See Note 4 See Note 3 See Note 4 See Note 3 See Note 4 See Note 3 See Note 4 See Note 3 See Note 4 |
Frank Giustra |
| Not Applicable |
| Not Applicable |
| Not Applicable
|
James Keegan |
| January 14, 2009 June 13, 2009 February 5, 2010 June 3, 2010 |
| 60,000 2996 3,975 100,000
|
| See Note 4 See Note 3 See Note 3 See Note 4 |
Morley Koffman |
| April 1, 2009 September 9, 2009 October 1, 2009 April 1, 2010 September 9, 2010 October 1, 2010 |
| 4,415 1,124 5,462 2,901 1,042 9,752
|
| See Note 2 See Note 3 See Note 2 See Note 2 See Note 3 See Note 2 |
Wayne Levin |
| March 31, 2009 April 6, 2009 August 8, 2009 April 6, 2010 April 6, 2010 June 30, 2010 June 30, 2010
|
| 29,031 200,000 599 46,450 50,000 140,124 150,000 |
| See Note 3 See Note 4 See Note 3 See Note 3 See Note 4 See Note 3 See Note 4 |
Harald Ludwig |
| April 1, 2009 October 1, 2009 April 1, 2010 September 9, 2010 October 1, 2010 |
| 12,246 8,717 10,240 1,042 14,256 |
| See Note 2 See Note 2 See Note 2 See Note 3 See Note 2
|
G. Scott Paterson |
| April 3, 2009 September 9, 2009 October 1, 2009 April 1, 2010 September 9, 2010 October 1, 2010 |
| 7,334 1,124 5,109 5,829 1,042 5,878
|
| See Note 2 See Note 3 See Note 2 See Note 2 See Note 3 See Note 2 |
Mark H. Rachesky, M.D. |
| November 4, 2008 November 5, 2008 November 6, 2008 November 13, 2008 November 14, 2008 November 17, 2008 February 10, 2009 February 11, 2009 February 12, 2009 February 12, 2009 February 25, 2009 February 25, 2009 February 26, 2009 February 26, 2009 February 27, 2009 March 2, 2009 March 3, 2009 March 4, 2009 March 5, 2009 March 5, 2009 March 6, 2009 March 6, 2009 March 10, 2009 September 15, 2009 April 1, 2010 July 20, 2010 October 1, 2010
|
| 19,700 165,954 240,000 71,400 40,000 27,600 1,200,000 300,000 8,900 220,000 31,600 49,700 488,200 344,800 349,700 394,521 418,300 20,600 300 199,054 19,000 150,000 360,000 12,500 5,043 16,236,305 4,298 |
| Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition See Note 1 See Note 2 Acquisition See Note 2 |
Daryl Simm |
| April 1, 2009 September 15, 2009 October 1, 2009 April 1, 2010 October 1, 2010 |
| 3,935 12,500 5,176 3,173 3,788
|
| See Note 2 See Note 1 See Note 2 See Note 2 See Note 2 |
Hardwick Simmons |
| April 1, 2009 October 1, 2009 April 1, 2010 September 15, 2010 October 1, 2010
|
| 3,666 4,621 2,837 12,500 9,215 |
| See Note 2 See Note 2 See Note 2 See Note 1 See Note 2 |
Brian V. Tobin |
| January 12, 2009 January 12, 2009 April 1, 2009 September 15, 2009 October 1, 2009 April 1, 2010 September 15, 2010 October 1, 2010
|
| 48,027 44386 3,935 12,500 5,192 3,061 1,042 9,311 |
| See Note 6 See Note 3 See Note 2 See Note 1 See Note 2 See Note 2 See Note 3 See Note 2 |
Peter Wilkes |
| August 6, 2009 August 7, 2009 August 14, 2009 November 5, 2009 November 8, 2009 November 16, 2009 August 5, 2010 August 6, 2010 August 7, 2010 September 20, 2010
|
| 3,000 204 629 2,500 917 1,583 10,000 235 196 1,403 |
| See Note 1 See Note 3 Disposition See Note 4 See Note 3 Disposition See Note 4 See Note 3 See Note 3 Disposition |
Phylis Yaffe |
| September 15, 2009 April 1, 2010 September 15, 2010 October 1, 2010 |
| 12,500 2,858 1,042 3,209 |
| See Note 1 See Note 2 See Note 3 See Note 2 |
(1) Restricted share units granted but not yet vested.
(2) Director’s fees paid in Shares.
(3) Represents Shares withheld by Lionsgate to satisfy certain tax withholding obligations upon the vesting of restricted share units. Pursuant to the Lions Gate Entertainment Corp. 2004 Incentive Plan and Lionsgate’s policies, Shares were automatically cancelled to cover certain of the reporting person’s tax obligations. No Shares were sold by Lionsgate or the reporting person.
(4) Amount includes restricted share units and/or restricted share performance units granted by Lionsgate pursuant to the terms of an employment agreement with the reporting person, which are payable in an equal number of Shares.
(5) Disposition effected pursuant to a Rule 10b5-1 trading plan.
(6) Exercise of stock options.
Miscellaneous Information Concerning Participants
Except as described in this Appendix A or otherwise disclosed in this Proxy Statement:
| • |
| no Participanthas any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2010 Annual Meeting other than, with respect to each Director nominee, such nominee’s interest in election to the Board; |
| • |
| no Participant is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of Lionsgate, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; |
| • |
| no Participant or any of his or her “associates” beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, any securities of Lionsgate or any of its subsidiaries; |
| • |
| there have been no transactions or series of similar transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction or series of similar transactions (i) to which Lionsgate or any of its subsidiaries was or is to be a party, (ii) in which the amount involved exceeds $120,000 and (iii) in which (A) any Participant or any of such persons’ associates, (B) any security holder known to Lionsgate to own of record or beneficially more than 5% of Lionsgate voting securities, or (C) any member of the immediate family of any person specified in (A) or (B) had or will have a direct or indirect material interest; and |
| • |
| no Participant or any of their associates has entered into any arrangement or understanding with any person with respect to (i) any future employment with Lionsgate or its affiliates or (ii) any future transactions to which Lionsgate or any of its affiliates will or may be a party. |