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Lionsgate Unveils Board of Directors Nominees

 

Lionsgate has unveiled its slate of directors for its upcoming annual shareholder meeting as a proxy fight with billionaire investor Carl Icahn heats up.

The mini-studio disclosed Friday in a filing with the Securities and Exchange Commission that it is proposing 12 director nominees for shareholders to vote on when they meet on December 14 in Los Angeles.

Eleven of its incumbent directors are up for re-election.

Only Brian Tobin, a former Canadian politician and a current director of Lionsgate, will not stand for re-election at the AGM. In his place, Vancouver-based Lionsgate is putting forward as a director nominee Frank Guistra, who founded Lionsgate in 1997 and was replaced as CEO of the mini-studio in March 2000 by Jon Feltheimer.

The other director nominees are Canadian entertainment lawyers Norman Bacal and Arthur Evrensel, Lionsgate CEO Jon Feltheimer and vice-chairman Michael Burns, businessmen Morley Koffman, Darryl Simm and Harald Ludwig, Canadian entertainment executives G. Scott Paterson and Phyllis Yaffe, Hardwick Simmons of Raymond James Financial and Mark Rachesky, a major shareholder with a 28.8% stake in Lionsgate.

Icahn, Lionsgate's largest shareholder with a 32.8% stake and a long-time critic of the mini-studio's current senior management, has threatened to file his own slate of dissident directors to run against and possibly oust the current board of directors.

The activist shareholder's long and bitter fight to seize control of Lionsgate has been thwarted by legal moves by the mini-studio, and a poison pill defense.

Lionsgate traditionally holds its annual shareholders meeting in Toronto in September. The decision to have Lionsgate shareholders meet and vote in Los Angeles in December aims at enabling the mini-studio to have as many of its allies on hand at the AGM should Icahn engage in mudslinging, as threatened.

Icahn, who has yet to unveil his proxy slate, has said he will keep Lionsgate domiciled in Canada.