Independent
Tenure on this board
9.0 yrs
10 nominees · 3 ballot items.
Elect four Class I directors (each for a three-year term expiring in 2029); a non-binding, advisory vote to approve executive compensation (Say-on-Pay); and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
Elect Nancy Loewe, Steven Rosenberg, Enrique Senior, and Nina Vaca as Class I directors, each to serve a three‑year term expiring at the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables and narrative.
This advisory proposal asks shareholders to approve, on a non‑binding basis, the Company’s named executive officer compensation as disclosed in the proxy materials. Management is seeking this vote to obtain shareholder feedback and to validate its compensation framework, which the Compensation Committee asserts is market‑competitive, links pay to performance, and balances short‑term and long‑term incentives. The program’s design features substantial ‘‘pay‑at‑risk’’ components — an annual STIP tied to Adjusted EBITDA and multi‑year PSUs weighted to three‑year cumulative Adjusted EBITDA and cash flow — intended to align executive incentives with long‑term value creation while providing downside protections such as threshold and capped payouts. Management also uses industry‑adjustment mechanisms (e.g., an industry box‑office adjuster) to account for factors outside management’s control when certifying incentive payouts, which is material given the company’s sensitivity to film slate and box office volatility. The Board highlights strong historical shareholder support (99% in 2025) and cites recent operational and financial performance — record post‑pandemic revenue, reinstatement of dividends, and robust Adjusted EBITDA — as evidence that the program is functioning effectively. As an advisory vote, it carries no binding force; however, the Board and Compensation Committee state they will consider the results when setting future compensation policies and targets. Potential investor concerns include the size and pacing of equity awards and the complexity of performance adjustments; management’s counter is that the mix of time‑based and performance‑based awards, capped payouts, clawback provisions, and stock ownership guidelines mitigate excessive risk and align management with stockholders. Evaluating the merits requires weighing the alignment mechanisms and oversight described by the Board against the absolute magnitude of awards and the company’s sector exposure to unpredictable content cycles; the Board’s recommendation is rooted in a view that the plan appropriately balances retention, motivation, and shareholder alignment while providing transparent mechanisms for oversight and adjustment.
Ratify the Audit Committee and Board’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Orbis Allan Gray Ltd | 12.8% | 14,992,663 | $428M |
| 2 | BlackRock, Inc. | 9.4% | 11,033,699 | $315M |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 5.4% | 6,279,657 | $179M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.2% | 6,061,102 | $173M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 4,663,399 | $133M |
| 6 | STATE STREET CORP | 3.4% | 4,020,522 | $115M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 3.4% | 3,994,785 | $114M |
| 8 | BlackRock, Inc. | 2.7% | 3,149,858 | $90M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.4% | 2,802,685 | $80M |
| 10 | CITADEL ADVISORS LLC | 2.4% | 2,782,986 | $79M |
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