SEC Form DEF 14A filed by Starz Entertainment Corp.

4/2/26 4:05:53 PM ET

$STRZ

Movies/Entertainment

Consumer Discretionary

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starz-20260402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to Rule14a-12

STARZ ENTERTAINMENT CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☑			No fee required.

☐			Fee paid previously with preliminary materials.

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

STARZ ENTERTAINMENT CORP.

2026

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

STARZ ENTERTAINMENT CORP.

250 Howe Street, 20th Floor

Vancouver, British Columbia V6C 3R8

1647 Stewart St.

Santa Monica, California 90404

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To Be Held May 15, 2026

To Our Shareholders:

You are cordially invited to attend the annual general and special meeting of shareholders (the “Annual Meeting”) of Starz Entertainment Corp. (“Starz” or the “Company”), which will be held on May 15, 2026, beginning at 2:00 p.m., Pacific Time, at Starz’s head office in Canada at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. At the Annual Meeting, shareholders will act on the following matters:

1.Elect 11 directors, each for a term of one year or until their respective successors are duly elected and qualified;

2.Re-appoint Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.Conduct an advisory vote on the frequency of future say‑on‑pay votes;

4.Conduct an advisory vote to approve executive compensation; and

5.Transact such further and other business as may properly come before the meeting and any continuations, adjournments or postponements thereof.

We are using the Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing our shareholders a “Notice of Internet Availability of Proxy Materials” (the “Notice”) instead of a printed copy of the notice of the Annual Meeting, proxy statement, and proxy card or voting instruction form and our Annual Report (the “Annual Report”), which includes the Transition Report for the nine-month transition period from April 1, 2025 to December 31, 2025, filed with the SEC on February 26, 2026 (including the audited consolidated financial statements of the Company as of and for the nine-month transition period ended December 31, 2025, together with the auditor’s report therein) (the “Meeting Materials”). Each shareholder (other than those who previously elected to receive delivery of a paper copy of the Meeting Materials) will receive a Notice. The Notice contains instructions on how shareholders can access the Meeting Materials over the Internet and vote their shares. The Notice also contains instructions on how shareholders can receive a printed copy of the Meeting Materials. We believe this process will expedite shareholders’ receipt of the Meeting Materials, lower the costs of the Annual Meeting and conserve natural resources. The Meeting Materials are also available at www.envisionreports.com/STRZ_MTG.

We are also utilizing the “Notice and Access” rules adopted by the Canadian Securities Administrators pursuant to which the Company will post electronic copies of the Meeting Materials on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at https://www.sedarplus.ca/ and also on our website at https://investors.starz.com rather than mailing paper copies to all registered and Non-Registered Shareholders (as defined in this proxy statement).

Shareholders of record at 5:00 p.m. (Eastern Time) on March 17, 2026 are entitled to notice of, and to vote on all the proposals at, the Annual Meeting or any continuations, adjournments or postponements thereof. Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions as promptly as possible by Internet, telephone or mail to ensure your representation and the presence of a quorum at the Annual Meeting. If you attend the Annual Meeting and wish to vote in person, you may withdraw your proxy or voting instructions and vote your shares personally.

Your proxy is revocable in accordance with the procedures set forth in the proxy statement accompanying this notice.

In accordance with our security procedures, all persons attending the Annual Meeting will be required to present picture identification.

By Order of the Board of Directors,

Jeffrey A. Hirsch

Chief Executive Officer and President

Santa Monica, California

Vancouver, British Columbia

April 2, 2026

TABLE OF CONTENTS


CEO AND PRESIDENT’S LETTER TO SHAREHOLDERS			i
PROXY SUMMARY			iii
PROXY STATEMENT			1
ABOUT THE ANNUAL MEETING			1
PROPOSAL 1: ELECTION OF DIRECTORS			9
PROPOSAL 2: RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			20
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES			21
PROPOSAL 4: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			23
ENVIRONMENTAL, SOCIAL AND GOVERNANCE			24
Environmental, Social Responsibility and Human Capital Matters			24
Corporate Governance			25
Role of the Board and Corporate Governance Guidelines			25
Board Leadership Structure			25
Separate Chair and Chief Executive Officer Roles			25
Board Role in Risk Oversight			26
Succession Planning			27
Cybersecurity and Information Security Risk Oversight			27
Stock Ownership Guidelines			28
Policy on Hedging			29
In sider Tradin g Policy			29
Board and Shareholder Meeting Attendance			29
Board Committees and Responsibilities			30
Determining Board Composition			33
Term Limits			33
Director Commitments			33
Director Onboarding and Education			33
Shareholder Communications			34
Code of Business Conduct and Ethics			34
Board and Committee Evaluations			34
Director Independence			34
Non-Management Director Meetings			35
Director Compensation			35
Management			38
COMPENSATION DISCUSSION AND ANALYSIS			40
Named Executive Officers			40
Executive Summary			41
Say-on-Pay and Shareholder Engagement			43
Key Features of Our Executive Compensation Program			43
Program Objectives			43
Compensation Governance Practices			44
Process for Determining Executive Compensation			44
Compensation Components			47
Compensation & Talent Committee Report on Executive Compensation			55
COMPANY’S COMPENSATION POLICIES AND RISK MANAGEMENT			55


COMPENSATION & TALENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			55
EXECUTIVE COMPENSATION INFORMATION			56
Summary Compensation Table			57
Description of Individual Agreements			58
Grants of Plan-Based Awards			61
Outstanding Equity Awards			65
Option Exercises and Stock Vested			67
Non-Qualified Deferred Compensation			68
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			68
Estimated Severance and Change in Control Benefits			71
Pay Ratio Disclosure			72
Pay Versus Performance			72
EQUITY COMPENSATION PLAN INFORMATION			77
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			78
SECURITY OWNERSHIP OF MANAGEMENT			79
REPORT OF THE AUDIT & RISK COMMITTEE			80
STATEMENT OF CORPORATE GOVERNANCE PRACTICES			82
Board of Directors			82
Board Mandate			83
Position Descriptions			83
Orientation and Continuing Education			84
Ethical Business Conduct			84
Nomination of Directors			85
Compensation Practices			85
Other Board Committees			85
Board Assessments			85
Term Limits			85
Considerations of Representation of Women on the Board			85
Executive Officer Diversity			86
Indebtedness of Directors and Executive Officers			86
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			86
ACCOUNTANTS’ FEES			88
OTHER INFORMATION			89
OTHER BUSINESS			90
DIRECTORS’ APPROVAL			90

EXHIBIT A: USE OF NON-GAAP FINANCIAL MEASURES			A-1

ESG HIGHLIGHTS
Environmental, Social Responsibility and Human Capital Matters			24
Corporate Governance			25
Say-on-Pay and Shareholder Engagement			43


Separation of the Starz Business Finalized the Separation and completed the subsequent launch of Starz Entertainment Corp. (NASDAQ: STRZ) as a standalone, publicly-traded company
Delivered Record US Over-The-Top (“OTT”) Subscribers Ended the year with 12.7 million U.S. OTT subscribers, up 7.6% year-over-year	Exceeded or Met Every Key Financial Guidance Metric for Transition Year 2025	Established New Term Loan A and Revolving Credit Facility to Facilitate Separation Into Standalone Company
Greenlit and Completed the First-Ever Starz-Owned Original Series - “Fightland”	Successfully Restructured Canadian Operations and Refocused on the U.S. Market	Positioned Company for Adjusted Operating Income Before Depreciation and Amortization (“OIBDA”) and OTT Revenue Growth, Significant Delevering, and Positive Free Cash Flow in 2026*


What is the purpose of the Annual Meeting?			At the Annual Meeting, shareholders will be asked to vote upon the following matters outlined in the notice of the Annual Meeting: •the election of nominated directors; •the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; •an advisory vote on the frequency of future say-on-pay advisory votes; •an advisory vote on executive compensation; and •any other matters as may properly come before the annual general and special meeting and any continuations, adjournments or postponements thereof.


Who is entitled to vote at the Annual Meeting?			Only shareholders of record at 5:00 p.m. (Eastern Time) on March 17, 2026 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote the shares that they held on the Record Date at the Annual Meeting, or any continuations, adjournments or postponements of the Annual Meeting. Each outstanding share entitles its holder to cast one vote on each matter to be voted upon. As of the Record Date, 16,789,365 shares were outstanding and entitled to vote and held by approximately 1,535 shareholders of record. Each shareholder of record has the right to appoint a person or company to represent the shareholder to vote in person at the Annual Meeting other than the persons designated in the form of proxy. See “How do I vote at the Annual Meeting?” below.

Who can attend and vote at the Annual Meeting?			Only registered shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Annual Meeting. Most shareholders of the Company are “non-registered” shareholders (“Non-Registered Shareholders”) because the shares they own are not registered in their names but are, instead, registered in the name of the brokerage firm, bank or trust company through which they hold the shares. Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of the shares (which may be, among others, a bank, trust company, securities dealer or broker and trustees or administrator of self-administered Registered Retirement Savings Plans, Registered Retirement Income Funds, Registered Education Savings Plans and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant. In accordance with applicable securities law requirements, the Company will have distributed copies of the Notice to such clearing agencies and Intermediaries for distribution to Non-Registered Shareholders. Such Non-Registered Shareholders are able to access the Notice and vote their shares following the instructions provided by their Intermediaries. If shareholders have requested printed copies, Intermediaries are required to forward the Meeting Materials to such Non-Registered Shareholders, unless such Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Notice to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive the Notice and who have requested a printed copy of the Meeting Materials will either:


			(i)be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page printed form. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed form accompanied by a page of instructions which contains a removable label with a bar code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or (ii)be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile or stamped signature), which is restricted to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. Any Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy provided by the Intermediary and deposit it with the Company, c/o MacKenzie Partners, Inc. Attention Starz Entertainment Corp., 7 Penn Plaza, Suite 503, New York, NY 10001. In either case, the purpose of these procedures is to permit Non-Registered Shareholders to directly vote the shares they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Annual Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should request a legal proxy from their Intermediary. Instructions for obtaining legal proxies may be found on the voting instruction form. If you have any questions about voting your shares, please contact MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 or email [email protected]. A Non-Registered Shareholder may revoke a voting instruction form or request to receive the Meeting Materials previously given to an Intermediary and vote directly (or have another person attend and vote on behalf of the Non-Registered Shareholder) following the instructions and timelines set by the Intermediary for changes or revocation. An Intermediary may not be required to act on any revocation of a voting instruction form which is not received by the Intermediary on its established timeline or in a timely manner in advance of the Annual Meeting.

What constitutes a quorum?			A quorum is necessary to hold a valid meeting of shareholders. The quorum for the Annual Meeting is at least two (2) persons who are, or who represent by proxy, one or more shareholders of the Company who, in the aggregate, hold at least 33 1/3 % of the outstanding shares of the Company entitled to be voted at the Annual Meeting. Abstentions will be included in determining the number of common shares present at the Annual Meeting for the purpose of determining the presence of a quorum. Broker non-votes (shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter) will each be counted as present for purposes of determining the presence of a quorum at the Annual Meeting.


How do I vote at the Annual Meeting?			If you are a shareholder of record, you have the right to vote in person at the Annual Meeting. If you choose to do so, you can vote using the ballot that will be provided at the Annual Meeting, or, if you requested and received printed copies of the Meeting Materials by mail, you can complete, sign and date the proxy card enclosed with the Meeting Materials you received and submit it at the Annual Meeting. If you are a Non-Registered Shareholder, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker, trustee or other nominee that holds your shares, giving you the right to vote shares at the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance of the Annual Meeting as described herein, so that your vote will be counted if you later decide not to attend the Annual Meeting. At the Annual Meeting, a representative from Computershare Limited shall be appointed to act as scrutineer. The scrutineer will determine the number of voting shares represented at the Annual Meeting, the existence of a quorum and the validity of proxies, will count the votes and ballots, if required, and will determine and report the results to the Company.

How can I vote my shares without attending the Annual Meeting?			Whether you are a shareholder of record or a Non-Registered Shareholder, you may direct how shares are voted without attending the Annual Meeting. If you are a shareholder of record, you may submit a proxy to authorize how your shares are to be voted at the Annual Meeting. You can submit a proxy over the Internet, by mail or by telephone pursuant to the instructions provided in the Notice. If you are a Non-Registered Shareholder, you may also submit your voting instructions over the Internet, telephone, tablet or smartphone by following the instructions provided by your Intermediary, or, if you requested and received printed copies of the Meeting Materials, you can also submit voting instructions by Internet, telephone, tablet or smartphone, or mail by following the instructions provided in the voting instruction form sent by your Intermediary. If you do not fill a name in the blank space in the form of proxy, the persons named in the form of proxy are appointed to act as your proxy holder. Those persons are directors and/or officers of the Company. If you are a shareholder of record, your proxy must be received by telephone, mail, or the Internet pursuant to the instructions provided in the Notice by 11:59 p.m. (Eastern Time) on May 14, 2026 in order for your shares to be voted at the Annual Meeting. If you are a Non-Registered Shareholder, please comply with the deadlines included in the voting instructions provided by the Intermediary that holds your shares. Submitting your proxy or voting instructions over the Internet, by telephone, tablet or smartphone or by mail will not affect your right to vote in person should you decide to attend the Annual Meeting, although Non-Registered Shareholders must obtain a “legal proxy” from the Intermediary that holds their shares giving them the right to vote the shares in person at the Annual Meeting.

Can I change or revoke my vote after I return my proxy card?			Yes. If you are a shareholder of record, even after you have submitted your proxy, you may change your vote by submitting a duly executed proxy bearing a later date in the manner and within the time described above under “How can I vote my shares without attending the Annual Meeting?” and your latest voting instructions will be followed. If you are a Non-Registered Shareholder, you should contact your Intermediary to find out how to change or revoke your voting instructions within the time described above under “How can I vote my shares without attending the Annual Meeting?” If you are a shareholder of record, you may also revoke a previously deposited proxy (i) by an instrument in writing that is received by or at the Annual Meeting prior to the closing of the polls, (ii) by an instrument in writing provided to the Chair of the Annual Meeting at the Annual Meeting or any continuation, postponement or adjournment thereof, or (iii) in any other manner permitted by law. The powers of your proxy holders will be suspended if you attend the Annual Meeting in person and so request, although attendance at the Annual Meeting will not by itself revoke a previously granted proxy.


Is my vote confidential?			Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except: •As necessary to meet applicable legal requirements; •To allow for the tabulation and certification of votes; and •To facilitate a successful proxy solicitation. Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

What are the Board’s recommendations?			The enclosed proxy is solicited on behalf of the Board. Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board set forth with the description of each item in this proxy statement. The Board recommends a vote: •“FOR” the election of each of the nominated directors (see page 9); •“FOR” the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm (see page 20); •“ONE YEAR” as the advised frequency for future say-on-pay advisory votes (see page 21); and •“FOR” the proposal regarding an advisory vote to approve executive compensation (see page 23); Other than the proposals described in this document, the Board does not know of any other matters that may be brought before the Annual Meeting. If any other matter should properly come before the Annual Meeting, the proxy holders will vote in accordance with their best judgment.

What vote is required to approve the election of each of the nominated directors?			A plurality of shares voting in person or by proxy is required to elect each of the 11 nominees for director (“Proposal No. 1”). A plurality means that the 11 nominees receiving the largest number of votes cast (votes “FOR”) will be elected. Shareholders are not permitted to cumulate their shares for purposes of electing directors. Note that if your shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares on Proposal No. 1 unless you provide instructions to them regarding how you would like your shares to be voted. If such broker or nominee does not receive such instructions, and as a result, is unable to vote your shares on Proposal No. 1, this will result in a broker non-vote. For purposes of determining the number of votes cast, only the shares voting “FOR” or “WITHHOLD” are counted. As such, broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 1. Abstentions are not treated as votes cast and are not counted in the determination of the number of votes necessary for election of each of the nominated directors. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote.


What vote is required to approve the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm?			The affirmative vote of a majority of the votes cast by holders of the shares present or represented by proxy at the Annual Meeting is required for the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm (“Proposal No. 2”). Note that because this proposal is considered a routine matter, if your common shares are held by a broker or nominee, such broker or nominee will have authority to exercise their discretion to vote your common shares on Proposal No. 2 if you do not provide instructions to them regarding how you would like your common shares to be voted. For purposes of determining the number of votes cast, only the shares voting “FOR” or “WITHHOLD” are counted. As such, abstentions are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 2. There are no broker non-votes for Proposal No. 2.

What vote is required to approve the proposal regarding an advisory vote on the frequency of future say-on-pay votes?			There is no minimum vote required for the advisory vote to approve the frequency of the Company’s future advisory votes to approve the compensation of its named executive officers (“Say‑on‑Pay votes”). Shareholders may indicate whether they prefer that the Say‑on‑Pay vote be held every one year, every two years, or every three years (or may abstain). The option receiving the highest number of votes cast by shareholders present in person or by proxy at the Annual Meeting will be considered the shareholders’ preferred frequency. Please be advised that Proposal No. 3 is advisory only and is not binding on us. The Board will consider the outcome of the vote on this proposal in considering what action, if any, should be taken in response to the advisory vote by shareholders. Note that if your shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares on Proposal No. 3 unless you provide instructions to him or her regarding how you would like your shares to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your shares on Proposal No. 3, this will result in a broker non-vote. For purposes of determining the number of votes cast, only shares voting “ONE YEAR,” “TWO YEARS” or “THREE YEARS” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 3.

What vote is required to approve the proposal regarding an advisory vote on executive compensation?			Because this is an advisory vote, there is no minimum vote required to approve executive compensation (“Proposal No. 4”). Approval of Proposal No. 4 will be found if the holders of a majority of the votes are cast for the advisory vote to approve executive compensation by shareholders present in person or by proxy at the Annual Meeting. Note that if your shares are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares on Proposal No. 4 unless you provide instructions to him or her regarding how you would like your shares to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your shares on Proposal No. 4, this will result in a broker non-vote. For purposes of determining the number of votes cast, only shares voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 4.


Who pays for the preparation of this proxy statement?			The Company will pay the cost of proxy solicitation, including the cost of preparing, assembling and mailing the Notice and, as applicable, the Meeting Materials. In addition to the use of mail, the Company’s employees and advisors may solicit proxies personally and by telephone, facsimile, courier service, telegraph, the Internet, e-mail, newspapers and other publications of general distribution. The Company’s employees will receive no compensation for soliciting proxies other than their regular salaries. The Company may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the Meeting Materials to their principals and to request authority for the execution of proxies, and the Company will reimburse those persons for their reasonable out-of-pocket expenses incurred in connection with these activities. The Company will compensate only independent third-party agents that are not affiliated with the Company but who solicit proxies. We have retained MacKenzie Partners, Inc., a third-party solicitation firm, to assist in the solicitation of proxies on our behalf for an estimated fee of $25,000 plus reimbursement of certain out-of-pocket expenses.

May I propose actions or recommend director nominees for consideration at next year’s annual general and special meeting of shareholders?			In addition to satisfying any requirements for advance notice under our Articles of Amalgamation (the “Articles”), to comply with the SEC universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our Board’s nominees for the 2027 annual general meeting must provide notice that sets forth any additional information required by Rule 14a-19 under the Exchange Act no later than December 3, 2026. Shareholder proposals submitted in accordance with the Business Corporations Act (British Columbia) (the “BC Act”) to be presented at the next annual general meeting of shareholders must be received at our registered office at least three months before the anniversary date of the Meeting, and must comply with the requirements of the BC Act. Shareholder nominations for directors submitted in accordance with the advance notice policy in our Articles must be received by the secretary of the Company at the Company’s principal executive offices as set forth in the Company’s filings made with the SEC not less than 30 days prior to the date of the Meeting and must comply with the requirements of the Company’s Articles and the BC Act. If you wish to recommend a director nominee, you should also provide the information set forth under Environmental, Social and Governance — Corporate Governance — Shareholder Communications. You should also be aware that your proposal must comply with Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding inclusion of shareholder proposals in company-sponsored Meeting Materials. If the date of the 2027 annual general meeting is advanced or delayed by more than 30 days from the date of the 2026 annual general and special meeting under U.S. laws, shareholder proposals intended to be included in the proxy statement for the 2027 annual general meeting must be received by us within a reasonable time before we begin to print and mail the proxy statement for the 2027 annual general meeting. SEC rules, the BC Act, and Canadian laws also govern a company’s ability to use discretionary proxy authority with respect to shareholder proposals that were not submitted by the shareholders in time to be included in the proxy statement. In the event a shareholder proposal is not submitted to us prior to February 16, 2027, the proxies solicited by the Board for the 2027 annual general and special meeting of shareholders will confer authority on the proxy holders to vote the shares in accordance with the recommendations of the Board if the proposal is presented at the 2028 annual general and special meeting of shareholders without any discussion of the proposal in the proxy statement for such meeting.

What does it mean if I receive more than one Notice?			If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on your proxy card or voting instruction form, as applicable, to ensure that all of your shares are voted.


Who can I contact if I have questions?			Shareholders who have questions about deciding how to vote should contact their financial, legal or professional advisors. For any queries referencing information in this proxy statement or in respect of voting your common shares, please call MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 or email [email protected].

Where can I find the voting results of the Annual Meeting?			We intend to announce voting results at the Annual Meeting and in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.


RAMIN ARANI
Age: 56 Director Since: Newly proposed director Residence: Wellington, Florida, United States of America			Business Experience Mr. Arani has been a Senior Leader at LionTree since April 2023. He has served as an operating partner at &Vest Capital from February 2022 to August 2023 and was previously the Chief Financial Officer of Vice Media Group from November 2019 to December 2021. From 1992 to 2018, he worked at Fidelity Investments as a research analyst and portfolio manager, where he managed several major funds, including the Fidelity Puritan Fund. Other Directorships Mr. Arani has served as a director of Brunello Cucinelli since May 2020, as a director of LiveOne and PodCastOne since January 2019 and July 2023 respectively, and also currently serves as a director for private company Metropolis. In the past, he has been a director of Fast Acquisition Corp. and Fast Acquisition Corp. II from 2020 to 2023, and Sakara Life from September 2019 to August 2021. He has also held board roles at several private companies including Legendary Pictures, Vice, Moda Operandi, Rent the Runway, Goop, Rumble Fitness, and Emotion Network. He has served on the boards for nonprofit organizations including The College Foundation of the University of Virginia, The Nichols School, Tufts University’s Institute for Global Leadership, Opportunity Network, Devereux Cleo Wallace, and Danny & Ron’s Rescue. Qualifications Mr. Arani brings extensive financial expertise. His background combines public‑company and private‑company governance experience with hands‑on operating leadership in media, consumer, and technology industries. His long record as an investor, strategist, and board member provides a broad perspective on financial oversight, capital allocation, organizational leadership, and business transformation.


Explanatory Note


MIGNON L. CLYBURN
Age: 64 Independent Director Since: May 2025 Committee Membership: Audit & Risk Committee Residence: Charleston, South Carolina, United States of America			Business Experience Ms. Clyburn is President of MLC Strategies, LLC, a Washington, D.C.-based consulting firm, a position she has held since January 2019. Previously, Ms. Clyburn served as a Commissioner of the U.S. Federal Communications Commission (the “FCC”) from 2009 to 2018, including as acting chair. While at the FCC, she was committed to closing the digital divide and championed the modernization of the agency’s Lifeline Program, which assists low-income consumers with voice and broadband service. In addition, Ms. Clyburn promoted a broad spectrum of experiences in media ownership, initiated Inmate Calling Services reforms, supported a broad spectrum of experiences in STEM opportunities and fought for an open internet. Prior to her federal appointment, Ms. Clyburn served 11 years on the Public Service Commission of South Carolina and worked for nearly 15 years as publisher of the Coastal Times, a Charleston weekly newspaper focused on the African American community Other Directorships Ms. Clyburn was a director of Old Lionsgate from September 2020 to May 2025, a director of RingCentral, Inc. (NYSE: RNG) since November 2020, and a director of Lionsgate Studio Corp. from May 2024 to May 2025. Ms. Clyburn previously served on the board of directors of Charah Solutions, Inc. from November 2020 to July 2023. Qualifications Ms. Clyburn has extensive experience as a state regulator of investor-owned utilities and as a federal commissioner in the technology and telecommunications fields. Such expertise and her additional background as a successful business executive, makes Ms. Clyburn invaluable and well qualified to serve on the Board.


			Qualifications Ms. Fine brings to the Board a unique perspective of Lionsgate’s business operations and valuable insight regarding financial matters. Ms. Fine has over 25 years of investing experience and experience working with various companies in the media industry, including, as a principal of MHR Fund Management, working closely with Lionsgate over the past fourteen years. Investor Rights Agreement Ms. Fine serves as a designee of MHR Fund Management under the Investor Rights Agreement (as defined below under Investor Rights Agreement).


MICHAEL BURNS
Age: 67 Director Since: May 2025 Position with the Company: Senior Advisor/Consultant to Starz’s Chief Executive Officer Residence: Los Angeles, California, United States of America			Business Experience Mr. Burns has been Lionsgate Studio Corp.’s Vice Chair since May 2025. From May 2024 to May 2025, Mr. Burns served as the Vice Chair of Legacy Lionsgate Studios. From March 2000 to May 2025, Mr. Burns served as the Vice Chair of Old Lionsgate (as hereafter defined). Mr. Burns served as Managing Director and Head of Prudential Securities Inc.’s Los Angeles Investment Banking Office from 1991 to March 2000. Other Directorships Mr. Burns was a director of Old Lionsgate from August 1999 to May 2025 and a director of Legacy Lionsgate Studios from May 2024 to May 2025. Mr. Burns was a director of Hasbro, Inc. (NASDAQ: HAS) from 2014 to 2024. Qualifications Mr. Burns helped build Old Lionsgate into a multibillion-dollar diversified global content leader. Mr. Burns’ notable tenure in investment banking prior to Lionsgate, where he focused on securing equity for the media and entertainment sector, equips him with valuable insights and expertise to support the Board in navigating complex financial transactions and strategic decisions. His understanding of Starz’s operations, coupled with his strategic acumen, industry expertise and expansive professional network, makes him an invaluable member of the Board.


EMILY FINE
Age: 52 Independent Director Since: May 2025 Committee Membership: Nominating & Corporate Governance Committee and Compensation & Talent Committee Residence: New York, New York, United States of America			Business Experience Ms. Fine is a principal of MHR Fund Management, a New York-based private equity firm that manages approximately $5 billion of capital and has holdings in public and private companies in a variety of industries. Ms. Fine joined MHR Fund Management in 2002 and is a member of the firm’s investment committee. Prior to joining MHR Fund Management, Ms. Fine served as Senior Vice President at Cerberus Capital Management, L.P. and also worked at Merrill Lynch in the Telecom, Media & Technology Investment Banking Group, where she focused primarily on media merger and acquisition transactions. Other Directorships Ms. Fine served as a director of Old Lionsgate from November 2015 to May 2025. Ms. Fine served as a director of Legacy Lionsgate Studios from May 2024 to May 2025. Ms. Fine has served on the Lionsgate Studios Corp. Board since May 2025, and is a member of its Nominating and Corporate Governance Committee. Ms. Fine also serves on the Board of Directors of Rumie Initiative, a non-profit organization dedicated to providing access to free educational content through digital microlearning. Ms. Fine also serves on the Board of Directors of private companies Thor Resources and Magnet Companies.


LISA GERSH
Age: 67 Independent Director Since: May 2025 Committee Membership: Compensation & Talent Committee, Nominating & Corporate Governance Committee (Chair) Residence: Miami Beach, Florida, United States of America			Business Experience In 2000, Ms. Gersh co-founded Oxygen Media with Geraldine Laybourne and served as its President and Chief Operating Officer. In 2007, Oxygen was acquired by NBC Universal and Ms. Gersh was made the President of Strategic Initiatives at NBC. While she was at NBC, Ms. Gersh played an instrumental role in NBC Universal’s multibillion-dollar acquisition of The Weather Channel Companies and served as interim Chief Executive Officer in 2009. In addition, Ms. Gersh pioneered the creation of Education Nation, a multi-media platform focused on engaging the public in a conversation about improving education in the U.S. From October 2017 to October 2018, Ms. Gersh served as Chief Executive Officer of Alexander Wang, a global fashion brand based in New York City. Prior to that, Ms. Gersh was the Chief Executive Officer of Goop, Inc. (a lifestyle brand founded by Gwyneth Paltrow), serving in that role from 2014 until 2016. Prior to Goop, Ms. Gersh served as President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. until 2013. Previously, Ms. Gersh had 13 years of experience creating strong corporate partnerships and other strategic relationships at the New York law firm, Friedman Kaplan & Seiler LLP, which she co-founded and where she served as partner from 1986 to 1998. Ms. Gersh began her career as an attorney with Debevoise & Plimpton. Ms. Gersh holds a B.A. from SUNY Binghamton and a J.D. from Rutgers Law School. Other Directorships Ms. Gersh has served on the Board of Directors of Hasbro, Inc. (Nasdaq: HAS) since July 2010, where she is the Chair of the Compensation Committee and serves on the Nominating, Governance and Social Responsibility Committee. Ms. Gersh also served on the Board of Directors of MoneyLion (NYSE: ML) from 2021 to 2025, where she chaired the Nominating and Governance Committee and serves on the Compensation Committee. Ms. Gersh serves on one private company Board, Jones Road, a cosmetics company founded by Bobbi Brown and is on the Board of The Bail Project, a national nonprofit organization that pays bail for people in need, reuniting families and restoring the presumption of innocence. Qualifications Ms. Gersh is a seasoned operating executive and public company board member with extensive leadership experience. As a former Chief Executive Officer of multiple companies and a current member of two public boards, Ms. Gersh provides effective oversight and exceptional strategic and operational expertise to the Board.


JEFFREY A. HIRSCH
Age: 54 Position with Starz: Chief Executive Officer and President Residence: Los Angeles, California, United States of America			Business Experience Mr. Hirsch has served as the Chief Executive Officer and President of the Company since the Separation and, prior to that, of the Starz Business since September 2019, shaping its overall business and programming strategy and overseeing the continued evolution and expansion of its streaming platform. Under Mr. Hirsch’s leadership, the Starz Business launched the highly rated STARZ app offering the ability to stream or download Starz premium content. Since the launch of the app, Mr. Hirsch has continued to lead the Starz Business through a successful transition to a majority digital over-the-top business. Mr. Hirsch previously served as the Chief Operating Officer of the Starz Business from June 2016 to September 2019 after joining the Starz Business in July 2015 as President of Global Marketing and Product Development. Prior to that, Mr. Hirsch served as Executive Vice President and Chief Marketing Officer, Residential Services at Time Warner Cable from January 2013 to January 2015. In 2012, Mr. Hirsch was recognized as the sole recipient of the Vanguard Award for Young Leadership and was twice ranked by Forbes for his executive talents and influence in marketing and social media. Qualifications As the Chief Executive Officer and President of Starz, Mr. Hirsch is responsible for the day-to-day supervision, management and control of the business and affairs of Starz, develop its strategic direction, and serve as a bridge between management and the Board to support the alignment of the goals of both.


BRUCE MANN
Age: 70 Independent Director Since: May 2025 Committee Membership: Nominating & Corporate Governance Committee Residence: Pacific Palisades, California, United States of America			Business Experience Mr. Mann is Managing Director, Chief Content Officer for Liberty Global and is responsible for content investments, partnerships, and strategy based in Los Angeles. Mr. Mann oversees Liberty Global’s Content Investments which represents circa $1.5bn in value through its strategic and co-controlling stakes in companies such as All3 Media, Formula E, TelevisaUnivision and ITV. Liberty Global Content’s planning and partnership team also manages relationships with global streamers while working closely with its operating companies to maximize the value of its $1.8bn annual investment in its acquired and produced content. Prior to rejoining Liberty Global in 2016, Mr. Mann ran XYZnetworks, Liberty Global’s joint venture with News Corp.-owned Foxtel, which owned, operated, or distributed 11 basic cable television channels. Mr. Mann was also a founding member of Austar Entertainment, Liberty Global’s publicly traded operation in Australia. During his 30 year plus U.S. domestic and international career, Mr. Mann has held several roles in media and sports with TVN, Austar Entertainment, Time Warner, E! Entertainment and the then Washington Redskins. Mr. Mann holds a BA in Business Administration from Clarion University. Other Directorships Mr. Mann is on the Board of Directors of Range Media Partners, and was a member of the Board of Directors of All3 Media until 2024 and a board observer of Formula E.


			Qualifications Mr. Mann is a valuable member of the Board, bringing extensive experience in content investments, partnerships, and strategy. With a distinguished background in media and entertainment, Mr. Mann offers exceptional expertise in managing investments and strategic relationships that benefit the Board. Investor Rights Agreement Mr. Mann serves as the designee of Liberty under the Starz Investor Rights Agreement (as defined below under Investor Rights Agreement).


MARK H. RACHESKY, M.D.
Age: 67 Independent Director Since: May 2025 Committee Membership: Compensation & Talent Committee Residence: New York, New York, United States of America			Business Experience Dr. Rachesky is Founder and Chief Investment Officer of MHR Fund Management LLC, a New York-based private equity firm that manages approximately $5 billion of capital and has holdings in public and private companies across a variety of industries. Other Directorships Dr. Rachesky has served as a director of Lionsgate Studios Corp. since May 2025 and is a member of its Compensation Committee. Dr. Rachesky served as a director of Legacy Lionsgate Studios from May 2024 to May 2025 and was a director of Old Lionsgate from September 2009 to May 2025. Dr. Rachesky is also the Non-Executive Chairman of the Board of Directors, member of the Nominating Committee and the Human Resources and Compensation Committee of Telesat Corporation (NASDAQ: TSAT), and a director and member of the Nominating Committee, the Corporate Governance Committee and the Compensation Committee of Titan International, Inc. (NYSE: TWI). Dr. Rachesky formerly served on the Board of Directors of Loral Space & Communications Inc. until its merger with Telesat Canada in November 2021, on the Board of Directors of Navistar International Corporation (NYSE: NAV) until its merger with Traton SE in July 2021, and on the Board of Directors of Emisphere Technologies Inc. until it was acquired by Novo Nordisk in December 2020. Dr. Rachesky also serves on the Board of Directors of Mt. Sinai Hospital Children’s Center Foundation, the Board of Advisors of Columbia University Medical Center, as well as the Board of Overseers of the University of Pennsylvania, and the Advisory Board of Mt. Sinai Associates. Qualifications Dr. Rachesky offers strong leadership, deep financial expertise, and broad business acumen, backed by over 25 years of successful investments across various industries. Dr. Rachesky’s experience as chair and director of both public and private companies provides valuable, insightful perspectives on the economic, financial, and business dynamics that help shape Starz’s strategic direction. Investor Rights Agreement Dr. Rachesky serves as a designee of MHR Fund Management under the Starz Investor Rights Agreement (as defined below under Investor Rights Agreement).


JOSHUA W. SAPAN
Age: 75 Independent Director Since: May 2025 Committee Membership: Nominating & Corporate Governance Committee Residence: New York, New York, United States of America			Business Experience Mr. Sapan is the President of Sapan Studio, a boutique media film television production and investment company he founded in 2022. Previously, Mr. Sapan served as the Chief Executive Officer of AMC Networks, Inc. (Nasdaq: AMCX) (“AMC”) from 1996 to September 2021. Mr. Sapan joined AMC in 1987, was named its Chief Executive Officer in 1995 and served as Executive Vice Chairman from September 2021 to December 2022. In June 2011, Mr. Sapan led the company’s successful spin-off from Cablevision Systems Corporation as AMC began trading as a separate public company on the Nasdaq stock exchange. During his tenure at AMC, Mr. Sapan evolved the business from a collection of U.S. cable channels showcasing classic movies to a company known for original programming. Mr. Sapan is credited with building some of television’s most influential entertainment shows, including AMC’s “The Walking Dead,” “Mad Men,” “Breaking Bad,” and “Better Call Saul”; BBC AMERICA’s “Killing Eve”; IFC’s “Portlandia” and “Documentary Now!” and SundanceTV’s “Rectify” and “Top of the Lake.” A champion of new voices, Mr. Sapan has brought independent film to wide audiences through IFC Films, supporting the early work of directors such as Lena Dunham, Barry Jenkins, Richard Linklater, Mira Nair, Christopher Nolan, and Lynn Shelton. In 2005, Mr. Sapan opened the brick-and-mortar IFC Center. Mr. Sapan also moved AMC early into the targeted streaming business, launching Sundance Now in 2014 and the horror-centric Shudder in 2015. In 2018, AMC acquired the urban-oriented ALLBLK and British-focused Acorn TV, and in 2020, it launched AMC+. Mr. Sapan has received a wide range of honors, including induction into the Broadcasting & Cable Hall of Fame, NATPE’s Brandon Tartikoff Legacy Award, the Paley Prize for Innovation and Excellence, and The Media Institute’s Freedom of Speech Award for his contributions to the advancement and protection of free speech. Mr. Sapan serves on the boards of the American Film Institute, the Museum of the Moving Image, New York Public Radio, the New School, People for the American Way, and Haiti Air Ambulance. Mr. Sapan is the author of four books: “Cable TV” published by Putnam, “The Big Picture: America in Panorama”, and “Third Act,” both from Princeton Architectural Press, and “RX”, a book of poetry published by Red Hen Press in 2023. Qualifications Mr. Sapan is a valuable member of the Board, bringing extensive experience in producing independent film and television, as well as making strategic investments in new media enterprises. With a strong background in leadership roles at prominent media organizations, Mr. Sapan offers deep expertise in content production, distribution, and media strategy, positioning him to help guide Starz’s growth as a leading premium subscription video service. Investor Rights Agreement Mr. Sapan serves as a designee of MHR Fund Management under the Starz Investor Rights Agreement (as defined below under Investor Rights Agreement).


HARDWICK SIMMONS
Age: 85 Independent Director Since: May 2025 Committee Membership: Audit & Risk Committee (Chair) Residence: Marion, Massachusetts, United States of America			Business Experience Mr. Simmons currently serves as a director of several privately held companies. He is currently president of Stonetex Oil Corp. and a life trustee of Woods Hole Oceanographic Institution. From February 2001 to June 2003, Mr. Simmons served first as Chief Executive Officer and then as Chairman and Chief Executive Officer at The NASDAQ Stock Market Inc. From May 1991 to December 2000, Mr. Simmons served as President and Chief Executive Officer of Prudential Securities Incorporated. Other Directorships Mr. Simmons served as a director of Old Lionsgate from June 2005 to May 2025, and was a director of Legacy Lionsgate Studios from May 2024 to May 2025. From 2005 to 2016, Mr. Simmons was the Lead Director and Chairman of the Audit and Risk Committee of Raymond James Financial (NYSE: RJF). Mr. Simmons is a former chairman of the Securities Industry Association, a former director of the Chicago Board Options Exchange, a former lead director of Raymond James Financial and a former president of the New York Bond Club. Mr. Simmons is also a director of private companies Invivoscribe, Inc. and Stonetex Corp. Qualifications Through an accomplished career leading one of the largest equity securities trading markets in the world, and managing other significant financial institutions, Mr. Simmons brings invaluable business and financial expertise to the Board in its deliberations on complex transactions and financial matters. Mr. Simmons’ extensive business knowledge and valuable insights into investment banking and regulation further enhances the Board’s ability to effectively oversee Starz’s operations.
ED WILSON
Age: 69 Independent Director Since: August 2025 Committee Membership: Audit & Risk Committee, Compensation & Talent Committee (Chair) Residence: Los Angeles, California, United States of America			Business Experience Mr. Wilson is an entrepreneurial media executive who moves seamlessly between traditional and emerging media and gracefully from the executive boardroom to the free-thinking space of content and talent development. He is a sought-after advisor in the technology, media and telecom (TMT) sector, currently serving on the Boards of VICE Media which is in the midst of a remarkable post-bankruptcy turn-around, and Extreme Reach, an AI-driven creative technology platform for brands and publishers. In 2022, Mr. Wilson and his son, Royce, launched Fifth Growth Fund, an early to middle stage growth fund focused on media and technology investments. He is also a Founding Partner in Whisper Advisors, a boutique advisory and banking firm, and the Founder of Dreamcatcher Media. Across his various roles, Mr. Wilson draws on deep relationships developed over a two decade plus span when he served as President of FOX Television Network, NBC Enterprises and CBS Enterprises, as well as President of Tribune Broadcasting and Chief Revenue Officer of Tribune Corp. In the educational and philanthropic realm, Mr. Wilson served as a Member of the Board of Trustees of Southern Methodist University for 12 years and continues to serve on the Executive Board of the Cox School of Business there. He is on the Advisory Board at the Walton Business School at the University of Arkansas and previously sat on the Boards of the USO and the San Diego Zoo.


			Other Directorships Mr. Wilson has served as a director of private company VICE Media since June 2024 and private company Extreme Reach since September 2024. Qualifications Mr. Wilson’s extensive experience as a media and technology investor, entrepreneur, and studio executive uniquely qualifies him to serve on the Board. Mr. Wilson’s wealth of strategic and operational expertise offers valuable insights and contributes meaningfully to Starz’s strategic direction and decision-making processes.

SEC Form DEF 14A filed by Starz Entertainment Corp.

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $STRZ

$STRZ SEC Filings

SEC Form DEFA14A filed by Starz Entertainment Corp.

SEC Form DEF 14A filed by Starz Entertainment Corp.

SEC Form 8-A12B filed by Starz Entertainment Corp.

$STRZ Analyst Ratings

Robert W. Baird initiated coverage on Starz Entertainment Corp with a new price target

The Benchmark Company initiated coverage on Starz Entertainment Corp with a new price target

Raymond James initiated coverage on Starz Entertainment Corp with a new price target

$STRZ Insider Purchases

President and CEO Hirsch Jeffrey bought $336,442 worth of shares (30,000 units at $11.21), increasing direct ownership by 18% to 198,690 units (SEC Form 4)

Director Sloan Harry bought $201,896 worth of shares (15,796 units at $12.78), increasing direct ownership by 60% to 42,260 units (SEC Form 4)

Director Mann Bruce bought $63,350 worth of shares (5,000 units at $12.67), increasing direct ownership by 82% to 11,112 units (SEC Form 4)

$STRZ Press Releases

STARZ ENTERTAINMENT CORP. ADOPTS LIMITED DURATION SHAREHOLDER PROTECTION RIGHTS AGREEMENT

ALLEN FAMILY CAPITAL, LLC ENTERS INTO AGREEMENT TO ACQUIRE SHARES OF STARZ ENTERTAINMENT CORP.

Starz Entertainment Corp. Reports Results for the Fourth Quarter Ended December 31, 2025

$STRZ Insider Trading

New insider Allen Family Capital, Llc claimed ownership of 1,803,786 shares (SEC Form 3)

SEC Form 4 filed by Starz Entertainment Corp.

Large owner Liberty 77 Capital L.P. sold $24,999,933 worth of shares (1,803,786 units at $13.86) (SEC Form 4)

$STRZ Financials

STARZ ENTERTAINMENT CORP. ADOPTS LIMITED DURATION SHAREHOLDER PROTECTION RIGHTS AGREEMENT

Starz Entertainment Corp. Reports Results for the Fourth Quarter Ended December 31, 2025

STARZ TO RELEASE FOURTH QUARTER EARNINGS FOR CALENDAR 2025 AND HOLD ANALYST AND INVESTOR CONFERENCE CALL FOLLOWING MARKET CLOSE ON THURSDAY, FEBRUARY 26

Recent Analyst Ratings for
$STRZ

$STRZ
SEC Filings

$STRZ
Analyst Ratings

$STRZ
Insider Purchases

$STRZ
Press Releases

$STRZ
Insider Trading

$STRZ
Financials


THE BOARD RECOMMENDS A VOTE FOR THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.			FOR


THE BOARD RECOMMENDS A VOTE FOR ONE YEAR AS THE PREFERRED FREQUENCY FOR FUTURE SAY‑ON‑PAY VOTES.			FOR ONE YEAR


THE BOARD RECOMMENDS A VOTE FOR THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.			FOR


Human Capital Strategy						The Company’s leadership team works across the organization to oversee talent practices related to recruitment, hiring, advancement, workplace policies and culture, with the objective of supporting impartial opportunities and sustained organizational performance. •Hiring Process: Starz has implemented hiring practices designed to attract the best talent in the industry through a fair, consistent, and accessible process. •Internship Programs: Starz has implemented an internship program focused on widening the talent pipeline and increasing opportunities across the entertainment industry. •Strategic Supplier Engagement Program: The mission of Starz’s Strategic Supplier Engagement Program is, to deliver more competitive pricing, quality, service, innovation and creativity in procurement of services by expanding access to partnership opportunities and embedding inclusive sourcing practices within our procurement framework •Starz’s Code of Business Conduct and Ethics governs conduct with, and applies to, our suppliers, vendors, contractors and agents, as applicable.

Employee Resource Groups						Starz provides its employees with the opportunity to form an array of Employee Resource Groups (“ERGs”) which offers employees the chance to build community and enhance cross-cultural presence and awareness, develop leadership skills and network across various business units and levels at Starz. The ERGs are voluntary, employee-led groups that are open to everyone and help foster an engaging and inclusive workplace. We currently have eight ERGs that engage 60% of our employees, reflecting strong company-wide participation and connection to our culture.

Community Involvement						Starz is committed to act responsibly and to seek to make a positive difference in the community through strategic partnerships and Starz’s volunteer program, which seeks to provide opportunities for employees to partner with a wide range of charitable organizations. Starz encourages employees to volunteer for and serve on boards of non-profit organizations and to be committed to the philanthropic contributions of Starz’s employees and provides corporate matching to eligible non-profit organizations.

Engagement						Starz conducts an annual employee engagement survey to measure engagement and evaluate employee experience and areas of organizational strength and opportunity. Starz employees complete performance management conversations at set points throughout the year focusing on performance, goals, development, feedback and well-being.

Training and Development						Starz conducts annual employee trainings on anti-harassment, privacy and information technology security, the Foreign Corrupt Practices Act, as well as manager training. Starz provides training and development to all employees, focusing on career development, professional development and industry knowledge.

Employee Benefits and Programs						Starz offers a comprehensive benefits package which includes health, dental and vision insurance, disability and life insurance, family forming benefits, mental health support, and resources for caregiving (children and adult family). Starz offers programs to develop and enrich the employee experience with offerings such as tuition reimbursement, leadership development programs, mentorship, and other career and professional development opportunities.


Board of Directors						At regularly scheduled Board meetings, management presents risks faced by the Company. Specifically, the Company’s Chief Executive Officer and other senior management provide strategic and operational reports, including the Company’s operating environment, strategic initiatives, and risks relating to the Company’s operating segment; the Company’s Chief Financial Officer reports on operating and financial performance and treasury matters; the Company’s President, Starz Networks provides updates on distributors and partners; the Company’s President, Original Programming provides programming updates; the Company’s head of Investor Relations provides investor updates; and the Company’s General Counsel reports on legal risks and reviews any material litigation with the Board. Additionally, the Board receives reports from its committees, which may include a discussion of risks initially overseen by the committees for discussion and input from the Board. The Board also receives reports from the Company on specific areas of risk from time to time, such as cyclical or other risks that are not covered at regularly scheduled Board meetings.

Committees						The Board also delegates responsibilities to its committees related to the oversight of certain risks. •The Audit & Risk Committee is generally responsible for reviewing the Company’s risk assessment and enterprise risk management. Among other responsibilities set forth in the Audit & Risk Committee’s charter, the committee: (i) oversees the integrity of Starz’s financial statements and accounting and financial reporting processes; (ii) oversees Starz’s processes for monitoring significant risks and compliance with legal and regulatory requirements; (iii) oversees the independent auditor’s qualifications and independence; (iv) oversees the performance of Starz’s internal audit function and independent auditor; (v) oversees the development of Starz’s guidelines and policies with respect to financial risk exposure, financial statement risk assessment and Starz’s plans or processes to monitor, control and minimize significant areas of risks and exposures; (vi) prepares the reports required by applicable SEC and Canadian securities commissions’ disclosure rules; and (vii) reviews and provides oversight over risk management related to Starz’s data privacy, technology and information security, including cybersecurity and back-up of information systems, policies and procedures and the steps the Company has taken to monitor and control such exposures. •The Compensation & Talent Committee monitors risks related to the Company’s compensation practices, including practices related to incentive-compensation and equity-based plans, other executive or Company-wide incentive programs. Among other responsibilities set forth in the Compensation & Talent Committee’s charter, the committee: (i) reviews, evaluates and makes recommendations to the Board with respect to management’s proposals regarding Starz’s overall compensation policies and practices and overseeing the development and implementation of such policies and practices; (ii) evaluates the performance of and reviews and approves the level of compensation for Starz’s Chief Executive Officer; (iii) in consultation with Starz’s Chief Executive Officer, considers and approves the selection, retention and remuneration arrangements for other executive officers and establishes, reviews and approves compensation plans in which executive officers are eligible to participate; and (iv) reviews and recommends for adoption or amendment by the Board and, when required, Starz’s shareholders, of incentive compensation plans and equity-based compensation plans and administers such plans and approves award grants thereunder to eligible persons.


						•The Nominating & Corporate Governance Committee oversees risk as it relates to monitoring developments in law and practice with respect to the Company’s corporate governance processes, independence of the Board and director and management succession and transition planning, as well as the Company’s activities and practices regarding corporate responsibility and environmental, social and related governance matters. Among other responsibilities set forth in the Nominating & Corporate Governance Committee Charter, the committee: (i) identifies, evaluates, and recommends individuals qualified to become members of the Board, consistent with criteria approved by the Board; (ii) considers and recommends to the Board the director nominees for each annual general and special meeting of shareholders, the Board committees and the Chairpersons thereof; (iii) periodically reviews Starz’s activities and practices regarding corporate responsibility and environmental, social and related governance matters that are significant to Starz, oversees Starz’s public reporting on these topics and receives updates from Starz’s management committee responsible for significant environmental, social and governance activities; (iv) reviews Starz’s human capital management policies; and (v) develops and recommends to the Board a set of corporate governance guidelines applicable to Starz, assists in the oversight of such guidelines; and oversees the evaluation of the Board and executive officers and other members of senior management.


Type of Compensation			Amount
Annual Equity Retainer			$150,000
Annual Cash Retainer			$100,000
Annual Board Chair Retainer			$52,000
Annual Audit & Risk Committee Chair Retainer			$30,000
Annual Compensation & Talent Committee Chair Retainer			$30,000
Annual Nominating & Corporate Governance Committee Chair Retainer			$20,000



Name (a)	Fees Earned or Paid in Cash ($)(1)(2)(b)	Stock Awards ($)(2)(3)(c)	Option Awards ($)(3)(d)	Non-Equity Incentive Plan Compensation ($)(e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(f)	All Other Compensation ($)(4)(g)	Total ($)(h)
Michael Burns**	100,000	—	—	—	—	400,000	500,000
Mignon Clyburn**	66,667	—	—	—	—	—	66,667
Gordon Crawford*	12,164	—	—	—	—	—	12,164
Emily Fine**	76,804	—	—	—	—	—	76,804
Michael T. Fries*	10,137	—	—	—	—	—	10,137
Lisa Gersh	80,000	—	—	—	—	—	80,000
Marc Graboff	0	—	—	—	—	—	0
John D. Harkey, Jr.*	13,178	—	—	—	—	—	13,178
Susan McCaw*	10,137	—	—	—	—	—	10,137
Bruce Mann	66,667	—	—	—	—	—	66,667
Yvette Ostolaza*	12,164	—	—	—	—	—	12,164
Mark H. Rachesky, M.D.**	82,075	—	—	—	—	—	82,075
Joshua Sapan	86,667	—	—	—	—	—	86,667
Daryl Simm*	0	—	—	—	—	—	0
Hardwick Simmons**	86,667	—	—	—	—	—	86,667
Harry Sloan**	79,845	—	—	—	—	—	79,845
Ed Wilson	36,558	—	—	—	—	—	36,558


Name	Age	Position
Jeffrey A. Hirsch	54	Chief Executive Officer and President
Alison Hoffman	49	President, Starz Networks
Scott Macdonald	64	Chief Financial Officer
Jason Wyrick	56	Executive Vice President, Technology
Audrey Lee	55	Executive Vice President and General Counsel


Named Executive Officer			Position
Jeffrey A. Hirsch			Chief Executive Officer and President
Alison Hoffman			President, Starz Networks
Scott Macdonald			Chief Financial Officer
Audrey Lee			Executive Vice President and General Counsel
Jason Wyrick			Executive Vice President, Technology
Jon Feltheimer*			Chief Executive Officer for Old Lionsgate
James W. Barge*			Chief Financial Officer for Old Lionsgate