Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - LIONS GATE ENTERTAINMENT CORP /CN/ | ex101amendmenttoemployment.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 3, 2016
Lions Gate Entertainment Corp.
(Exact name of registrant as specified in charter)
British Columbia, Canada
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
(Commission File Number) 1-14880 | (IRS Employer Identification No.) N/A | |
(Address of principal executive offices)
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
and
2700 Colorado Avenue
Santa Monica, California 90404
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
and
2700 Colorado Avenue
Santa Monica, California 90404
Registrant’s telephone number, including area code: (877) 848-3866
No Change
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Compensatory Arrangements of Certain Officers.
On November 3, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of Lions Gate Entertainment Corp. (the “Company”) approved a five-year extension of the term of the Company’s employment agreement with Michael Burns, the Company’s Vice Chairman (the “Agreement’), through October 30, 2022. The Committee also approved certain amendments to the Agreement as set forth in the Amendment to Employment Agreement, attached hereto as Exhibit 10.1 (the “Amendment”).
Pursuant to the Agreement, Mr. Burns receives an annual base salary of $1,000,000 and is eligible to receive an annual performance bonus based on such performance criteria as established by the Committee, with the target bonus being 75% of his base salary. Any portion of Mr. Burns’ annual bonus that exceeds $1.5 million for a particular year (and, at Mr. Burns’ election, 50% of any annual bonus he is awarded up $1.5 million) will be paid to him in the form of either an award of the Company's common shares or an option to purchase the Company's common shares, as determined by the Committee (any such award to be fully vested on grant and the number of shares subject to such award to be determined based on the Company’s then-current stock price and, in the case of an option, the assumptions then used to value stock options for purposes of the Company's financial reporting). The Agreement also provides for Mr. Burns to participate in the Company’s usual benefit programs for executives at his level, as well as Company-provided life and disability insurance coverage, a car allowance and limited use of the Company’s private aircraft. In connection with his entering into the Amendment, Mr. Burns was granted an option to purchase 950,000 of the Company’s common shares at an exercise price of $19.01 per share (the closing price of the Company’s common shares on November 3, 2016) and an option to purchase 950,000 of the Company’s common shares at an exercise price of $23.76 per share. Each of these options is scheduled to vest in annual installments over the five-year period beginning October 30, 2017. In addition, Mr. Burns was granted a bonus opportunity in the amount of $4,000,000 that will be payable only if Lions Gate achieves a performance goal established by the Committee during a specified period following Lions Gate’s pending acquisition of Starz. The Agreement also currently provides for grants to Mr. Burns each quarter of a number of the Company's common shares with a value of $187,500, calculated using the closing price of the shares on the last trading day immediately prior to the respective quarterly issuance date. Pursuant to the Amendment, these quarterly grants will terminate November 3, 2017.
In the event Mr. Burns’ employment is terminated by the Company without cause or by him for good reason (as such terms are defined in the Agreement), he would be entitled to a cash severance payment equal to the present value of his base salary through October 30, 2022, as well as Company payment of his premiums for continued health coverage for up to six months following his termination and continued payment of his quarterly share grants through November 2, 2017. In addition, Mr. Burns’ equity awards granted by the Company pursuant to the Agreement (including the Amendment), to the extent then outstanding and unvested, would become fully vested upon his termination. If Mr. Burns’ employment is terminated by the Company without cause or by him for good reason and such termination occurs on or within 12 months following a change in control of the Company (as defined in the Agreement), he would be entitled to the severance benefits described above, except that his cash severance would be the greater of the present value of his base salary through October 30, 2022 or $3.5 million. In each case, Mr. Burns’ right to receive the severance payments described above would be subject to his execution of a release of claims in favor of the Company. In the event Mr. Burns’ employment with the Company terminates due to his death or disability, his equity awards granted by the Company pursuant to the Agreement (including the Amendment), to the extent then outstanding and unvested, would become fully vested as of the date of such termination.
The foregoing summary of the Agreement is qualified in its entirety by the provisions of the Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 5, 2012, and by the Amendment filed herewith, each of which is incorporated herein by this reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
10.1 | Amendment to Employment Agreement, dated November 3, 2016, between the Company and Michael Burns | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 4, 2016 | LIONS GATE ENTERTAINMENT CORP. |
(Registrant) | |
By: /s/ Wayne Levin | |
Name: Wayne Levin | |
Title: General Counsel and Chief Strategic Officer | |
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