The proposal aims for equal voting control structure
NEW YORK, 20 November 2023 /PRNewswire/ — Neuberger Berman, a private, independent, employee-owned investment manager, announced today that leading proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis have both recommended that shareholders of Lions Gate Entertainment Corp. (“Lions”) Gate” or the “Company”) vote at the Company’s annual meeting of stockholders “FOR” Proposal #6 – Stockholder Proposal Seeking Abolition of Dual Class Stock Structure.
The ISS noted in its report that:
“Approval of this non-binding proposal will encourage the Board of Directors to take the necessary steps to adopt a simplified capital structure in which all shares carry one vote per shareholder and is a standard practice of good corporate governance. As such, support for this proposal is justified.”
In his report, Glass Lewis shared:
“Glass Lewis believes that dual class voting structures are typically not in the best interests of common shareholders. The dual class structure here is no exception. In this case, the voting power of one class is significantly different from that of common shareholders, giving a small group of shareholders a significant amount control over the company’s affairs. We believe that all shareholders should have a say in decisions that will affect them.”
At the annual general meeting of Lions Gate Entertainment Corp. is kept on 28 November 2023Neuberger Berman encourages shareholders to vote TO: Proposal #6 – Shareholder Proposal Seeks elimination of Dual-Class share structure.
SOLVEDthat shareholders of Lions Gate Entertainment Corp. (“Lions Gate” or the “Company”) hereby requests the Board of Directors to take all reasonable and necessary steps (except those steps required to be taken by the stockholders) to adopt a plan of arrangement or other recapitalization plan that would eliminate the dual stock structure in the Company and any subsidiary or company which it intends to demerge into a new public company and to ensure that each outstanding share of stock carries one vote.
Neuberger Berman urges a vote “FOR” Proposal #6.
Benjamin Nahum, Managing Director and Senior Portfolio Manager for Neuberger Berman, stated,
“We welcome this recommendation by ISS and Glass Lewis. ‘One share, one vote’ is a fundamental principle of corporate governance, and we have long believed that removing the dual-class share structure of Lions Gate would benefit shareholders by allowing the owners of the business to have a proportional influence on the composition of the board of directors and other critical matters. This recommendation from the leading proxy advisory firms emphasizes the importance of equal voting rights for all shareholders.”
Mr. Nahum continued: “We have called on Lions Gate’s board to take steps to address this leadership deficiency, but have been met with inexplicable reluctance. It is now time for shareholders to send a clear message to the board: with the company’s proposed spin-off of its Starz – and Studio companies on the horizon, the board should act now to correct this suboptimal structure. We are confident that aligning shareholders’ voting rights with their financial interests in both Starz and Studio will improve alignment and accountability and improve prospects for long-term value creation We encourage our fellow shareholders to vote FOR Proposal 6 at the Annual Meeting to support the removal of the dual-class share structure
IMPORTANT NOTICE: Neuberger Berman is NOT soliciting proxies for shareholders. It does not accept proxy cards and any proxy cards received will be returned.
About Neuberger Berman
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