Carl Icahn can vote on Lionsgate poison pill

Amended proxy vote a response to shareholders

TORONTO -- Lionsgate has opened its poison pill defense ballot in Toronto next month to a new voter: Carl Icahn.

Vancouver-based Lionsgate on Friday indicated it has amended its March 26 proxy statement to allow its anti-takeover shareholder rights plan to fail if a simple majority of votes are cast against it. Previously, a majority of "independent shareholders," excluding Icahn and his current 19% voting block, was required.

The revision, outlined in a schedule 14A document filed with SEC authorities Friday, means Icahn can now vote on the proposed poison pill at a scheduled special shareholders plan in Toronto on May 4.

"We listen carefully to what our shareholders are saying, and we believe this was a revision many of them wanted to see," a Lionsgate spokesman said Friday.

The proxy vote amendment also comes as Lionsgate continues to distinguish its Canadian-originating poison pill from U.S. style shareholder rights plans, which have different triggers and sunset provisions.

As the Toronto vote looms, Lionsgate has received support from independent proxy advisory firms Glass Lewis & Co. and Egan Jones, which have recommended shareholders vote for the proposed Lionsgate poison pill to put a wrench in Icahn's unsolicited bid for a controlling stake in the indie studio.

Lionsgate's defensive tactics follow Icahn increasing his takeover bid from $6 to $7 per share.