Independent
Tenure on this board
1.4 yrs
11 nominees · 4 ballot items.
Elect 11 directors; re-appoint Ernst & Young LLP as independent auditor; advisory (non-binding) vote to approve executive compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes (recommendation: every one year).
Elect eleven (11) directors named as nominees, each to serve until the next annual meeting or until their successor is elected.
Re-appoint Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending March 31, 2027.
Non-binding, advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.
Proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy; management seeks endorsement of pay practices and alignment with performance; context includes separation from Starz, use of Adjusted OIBDA as performance metric, and recent compensation actions (employment agreements, performance-based equity grants); Board recommends FOR to reaffirm compensation philosophy and to guide Compensation Committee’s future decisions.
Non-binding, advisory vote to indicate whether shareholders prefer future say-on-pay votes every one, two or three years (or abstain); Board recommends every one year.
Management proposes an advisory vote on frequency of future say-on-pay votes and recommends annual votes; rationale: annual feedback allows shareholders to express views each year, consistent with company’s policy to hold annual say-on-pay; advisory only and not binding on the Board.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MHR FUND MANAGEMENT LLCActivist | 12.65% | 37,648,498 | $576M |
| 2 | Liberty 77 Capital L.P. | 12.62% | 37,548,125 | $575M |
| 3 | Jericho Capital Asset Management L.P. | 6.32% | 18,815,105 | $288M |
| 4 | FMR LLC | 3.47% | 10,334,600 | $158M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.47% | 10,322,418 | $158M |
| 6 | Neuberger Berman Group LLC | 3.45% | 10,271,386 | $157M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.13% | 9,301,035 | $142M |
| 8 | BlackRock, Inc. | 2.64% | 7,859,598 | $120M |
| 9 | BlackRock, Inc. | 2.16% | 6,423,058 | $98M |
| 10 | Jefferies Financial Group Inc. | 1.95% | 5,806,417 | $89M |
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