Lions Gate Shareholders Overwhelmingly Approve Proposal Calling on Board to Adopt One-Share, One-Vote Governance Structure
Neuberger Berman Urges the Board to Follow the Will of Shareholders and Modify the Plan of Arrangement in Connection with the Company’s Planned Business Separation
New York, NY, November 30, 2023 – Neuberger Berman, a private, independent, employee-owned investment manager, today announced that shareholders of Lions Gate Entertainment Corp. (“Lions Gate” or the “Company”) (NYSE: LGF.A, LGF.B) have voted overwhelmingly to approve a proposal submitted by Neuberger Berman calling upon the Board of Lions Gate to eliminate the Company’s dual-class share structure.
Based on voting results disclosed by the Company in its Form 8-K filed on November 29, 2023, Neuberger Berman’s proposal received the support of 62% of the total shares voted at the Company’s 2023 Annual General and Special Meeting of Shareholders (the “Annual Meeting”).
“We are grateful for the support of our fellow shareholders who joined our efforts to advance this foundational principle of corporate governance,” said Benjamin Nahum, Managing Director and Senior Portfolio Manager of Neuberger Berman. “We encouraged the Board of Directors to take the lead on this issue and act proactively to eliminate the dual-class structure. Now, shareholders have spoken, and their message is clear: Lions Gate should move expeditiously to align voting and economic interests prior to the effective time of the planned business separation.”
Mr. Nahum continued: “In light of this overwhelming expression from shareholders, we call upon the Board to remediate this governance deficiency and modify the plan of arrangement before seeking final court approval to ensure that all shares of both Lions Gate and the soon to be separated company are entitled to one vote per share. Doing so, in our view, will improve alignment and accountability, increase the prospects for capital formation and investment, and enhance the prospects of long-term value creation for both companies.”
Caitlin McSherry, Director of Investment Stewardship, Neuberger Berman, said of the vote, “We think this sends an especially strong message to the board given the degree of company insider ownership. We encourage the board to consider the vote results excluding votes cast by insiders. This may result in a meaningfully higher level of support than the reported 62%. Company insiders represent at least 24% of outstanding shares.”
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 Best Places to Work in Money Management survey among those with 1,000 employees or more). The firm manages $439 billion in client assets as of September 30, 2023. For more information, please visit our website at www.nb.com.
(Americas) Alex Samuelson, 212.476.5392, Alexander.Samuelson@NB.com