Sector: Communication
STARZ ENTERTAINMENT CORP · Meeting: May 15, 2026
Directors FOR
5
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Burns is classified as non-independent and has served since May 2025; STRZ's 3-year price return of +8.1% trails the XLC sector ETF benchmark by 90.2 percentage points, far exceeding the 50-point trigger threshold for low-positive absolute TSR, and his long tenure at the predecessor Old Lionsgate (since 1999) means he bears meaningful accountability for the broader underperformance period.
Clyburn has served since May 2025 on the Starz board, but served Old Lionsgate from September 2020 to May 2025, giving her over 24 months of tenure during the underperformance period; STRZ's 3-year price return of +8.1% lags the XLC ETF by 90.2 percentage points, well above the 50-point trigger threshold, and her prior tenure at Old Lionsgate means she cannot be treated as a new director exempt from TSR accountability.
Fine served on Old Lionsgate's board from November 2015 to May 2025, giving her a tenure that far exceeds 24 months covering the full underperformance period; STRZ's 3-year return of +8.1% underperforms the XLC ETF by 90.2 percentage points, well above the 50-point trigger threshold.
As CEO and a director since May 2025 but leading the Starz business since September 2019, Hirsch has executive responsibility covering the underperformance period; STRZ's 3-year price return of +8.1% lags the XLC ETF by 90.2 percentage points, far above the 50-point trigger threshold, and as the executive most directly responsible for company performance, this accountability applies independently of the Say on Pay vote.
Rachesky served on Old Lionsgate's board from September 2009 to May 2025, giving him a tenure that far exceeds 24 months covering the full underperformance period; STRZ's 3-year price return of +8.1% underperforms the XLC ETF by 90.2 percentage points, well above the 50-point trigger threshold.
Simmons served on Old Lionsgate's board from June 2005 to May 2025, giving him a tenure spanning decades that far exceeds 24 months covering the full underperformance period; STRZ's 3-year price return of +8.1% underperforms the XLC ETF by 90.2 percentage points, well above the 50-point trigger threshold.
For Analysis
Newly proposed director; exempt from TSR trigger as he has not yet served on the board, and he brings relevant financial and media industry expertise.
Gersh joined in May 2025 as a new Starz director with no prior Old Lionsgate board service, placing her within the 24-month new-director exemption period; she brings relevant operating and media industry experience.
Mann joined the Starz board in May 2025 as a new director with no prior Old Lionsgate board service, placing him within the 24-month new-director exemption; he brings relevant content and media investment experience.
Sapan joined the Starz board in May 2025 as a new director with no prior Old Lionsgate board service, placing him within the 24-month new-director exemption; he brings deep relevant media and streaming industry experience.
Wilson joined the Starz board in August 2025, less than 24 months before the meeting date, placing him within the new-director exemption from the TSR trigger; he brings relevant media and technology industry experience.
The TSR underperformance trigger fires for directors with tenure exceeding 24 months: STRZ's 3-year price return of +8.1% trails the XLC Communication Services ETF by 90.2 percentage points, far exceeding the 50-point trigger threshold applicable to low-positive absolute TSR. Directors who served on Old Lionsgate's board prior to the May 2025 separation and have tenure over 24 months (Clyburn, Fine, Rachesky, Simmons) and the non-independent CEO (Hirsch) and long-tenured Vice Chair (Burns) are voted AGAINST; directors who joined Starz for the first time in May 2025 or later (Arani, Gersh, Mann, Sapan, Wilson) are within the 24-month new-director exemption and receive FOR votes. The 5-year TSR data (also +8.1%, same as 3-year) does not provide mitigation because the same underperformance gap applies to both periods.
CEO
Jeffrey A. Hirsch
Total Comp
$6,753,823
Prior Support
N/A
This is Starz's first annual meeting as a standalone public company following its May 2025 separation from Old Lionsgate, so there is no prior Say on Pay vote history to evaluate. The CEO's total reported compensation of $6,753,823 for the nine-month transition period is broadly reasonable for a CEO of a streaming media company at this market cap, and the compensation structure includes meaningful variable pay components (70% of long-term equity awards are performance-based restricted stock units and annual incentive is 70-80% tied to company performance), indicating the pay-for-performance linkage is structurally sound. While the stock has significantly underperformed the XLC ETF benchmark, the company only became a standalone public entity in May 2025 and the compensation program was overhauled in connection with the separation, so it would be premature to apply a performance-based negative judgment on the first year of an entirely new compensation structure.
Auditor
Ernst & Young LLP
Tenure
3 yrs
Audit Fees
$2,983,405
Non-Audit Fees
$39,131
For the nine-month transition fiscal year ended December 31, 2025, non-audit fees of $39,131 (tax compliance only) represent just 1.3% of audit fees of $2,983,405, well below the 50% threshold that would raise independence concerns; Ernst & Young has served Starz as a standalone company since 2023 (approximately 3 years), far below the 25-year tenure trigger; no material financial restatements were identified; and EY is a Big 4 firm appropriate for a company of this size and complexity.
This is Starz Entertainment Corp.'s first annual meeting as a standalone public company following its May 2025 separation from Old Lionsgate, featuring director elections, auditor ratification, a say-on-frequency vote, and a Say on Pay vote. The most significant issue is the TSR underperformance trigger: STRZ's 3-year price return of +8.1% trails the XLC Communication Services ETF by 90.2 percentage points, well above the 50-point threshold, warranting AGAINST votes for six of eleven director nominees who have tenure exceeding 24 months dating back to their service on the predecessor Old Lionsgate board, while five newer directors who joined at or after the separation receive FOR votes.
