Lionsgate and Icahn battle over board election


Carl Icahn, as the largest shareholder of Lionsgate Entertainment, is nominating five people of his choosing for election to the company’s board of directors. The current board is advising shareholders to have nothing to do with them.

Rather than a full slate of 12, Icahn is nominating a dissident slate of five nominees. It is led by Chris McGurk, former CEO of Overture Films and before that COO of MGM. Also included are Canadian TV producer Jay Firestone and three people with business ties to the Icahn Group, Michael Dornemann, Daniel A. Ninivaggi and Harold T. Shapiro.

Lionsgate has nominated 11 of its current directors for re-election, with former CEO Frank Guistra returning to round out the slate of 12. Director Brian Tobin decided not to run for another term at the annual shareholders meeting on December 14th.

Noting that shareholders had overwhelming rejected the tender offer by Icahn to buy out all other shareholders at $7.50 per share, a letter from the current board urged shareholders to vote for the company slate and reject the Icahn nominees.

“Over the past ten years, Lionsgate stock has appreciated by 341%, while, over the same timeframe, the S&P 500 declined 10% and the S&P 500 Media Index declined 33%. Over the past 12 months, Lionsgate stock has appreciated by 49%, while, over the same timeframe, the S&P 500 appreciated 9% and the S&P 500 Media Index appreciated 26%,” the letter noted. It urged shareholders to keep the company on its current course.

“The Icahn Group has not articulated a vision as to how it would improve on the results the Lionsgate Board has achieved.  We believe that the Icahn Group’s dissident nominees, who lack a clear direction, are unlikely to continue Lionsgate’s recent success and, if elected, could impair the value of your investment in Lionsgate by deviating from the Board’s proven strategy to build value that has Lionsgate poised for continued future success,” said the board’s letter to shareholders.