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NEUBERGER BERMAN: LEADING PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND "FOR" SHAREHOLDER PROPOSAL #6 TO LIONS GATE ENTERTAINMENT
News provided byNeuberger Berman
Nov 20, 2023, 4:30 PM ET
Proposal Seeks Equal Voting Governance Structure
NEW YORK, Nov. 20, 2023 /PRNewswire/ -- Neuberger Berman a private, independent, employee-owned investment manager, today announced 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 Shareholders "FOR" Proposal #6 – Shareholder Proposal Seeking Elimination of Dual-Class Share Structure.
ISS noted in its report that:
"Approval of this non-binding proposal would encourage the board to take the necessary steps to adopt a simplified capital structure whereby all shares have an equal, one vote per share. Providing shareholders with voting rights that are proportionate to their economic interests promotes accountability to shareholders and is a standard practice of good corporate governance. As such, support for this proposal is warranted."
In its report, Glass Lewis shared:
"Glass Lewis believes 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 the common shareholders, giving a small group of shareholders a significant amount of control over the affairs of the Company. We believe all shareholders should have a say in decisions that will affect them."
At the Annual Meeting of Shareholders of Lions Gate Entertainment Corp. to be held on November 28, 2023, Neuberger Berman urges shareholders vote FOR: Proposal #6 – Shareholder Proposal Seeking Elimination of Dual-Class Share Structure.
RESOLVED, that shareholders of Lions Gate Entertainment Corp. ("Lions Gate" or the "Company") hereby request that the Board of Directors take all reasonable and necessary steps (excluding those steps that must be taken by shareholders) to adopt a plan of arrangement or other recapitalization plan that would eliminate the dual-class share structure of the Company and any subsidiary or company that it intends to separate into a new public company, and to ensure that each outstanding share of common stock has one vote.
Neuberger Berman urges votes "FOR" Proposal #6.
Benjamin Nahum, Managing Director and Senior Portfolio Manager of Neuberger Berman, stated,
"We welcome this recommendation from ISS and Glass Lewis. 'One share, one vote' is a foundational principle of corporate governance, and we have long believed that eliminating the dual-class share structure at Lions Gate would benefit shareholders by allowing the owners of the business to have a proportional say in the composition of the Board and other critical matters. This recommendation from the leading proxy advisory firms underscores the importance of equal voting rights for all shareholders."
Mr. Nahum continued: "We have called upon the Lions Gate Board of Directors to take action to remediate this governance deficiency but have been met with unexplained reticence. It is now time for shareholders to send a clear message to the Board: with the Company's proposed separation of its Starz and Studio businesses on the horizon, the Board should act now to fix this suboptimal structure. We strongly believe that aligning the voting rights of shareholders with their economic interests at both Starz and Studio will improve alignment and accountability and enhance the 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 asking for shareholder proxies. It will not accept proxy cards, and any proxy cards received will be returned.
About Neuberger Berman
Neuberger Berman, founded in 1939, is a private, independent, employee-owned investment manager. The firm manages a range of strategies—including equity, fixed income, quantitative and multi-asset class, private equity, real estate and hedge funds—on behalf of institutions, advisors and individual investors globally. Neuberger Berman's investment philosophy is founded on active management, engaged ownership and fundamental research, including industry-leading research into material environmental, social and governance factors. Neuberger Berman is a PRI Leader, a designation awarded to fewer than 1% of investment firms. With offices in 26 countries, the firm's diverse team has over 2,750 professionals. For nine consecutive years, Neuberger Berman has been named first or second in Pensions & Investments Best Places to Work in Money Management survey (among those with 1,000 employees or more). The firm manages $449 billion in client assets as of September 30, 2023. For more information, please visit our website at www.nb.com.
Media Contact: Alex Samuelson, 212 476 5392, Alexander.Samuelson@NB.com
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