Starz Entertainment (STRZ) Proxy filing summary

Executive summary

• Completed separation from Lionsgate, launching as a standalone public company in May 2025 and listing on Nasdaq.

• Achieved record U.S. OTT subscribers (12.7 million, up 7.6% YoY) and exceeded all key financial guidance for 2025.

• Revenue reached approximately $1.3 billion, with 70% from OTT, and leverage reduced to 2.9x, ahead of guidance.

• Strategic focus shifted to long-term OTT revenue growth, margin expansion, and content ownership, with new original series “Fightland” premiering in 2026.

• Projected unlevered free cash flow of $80–120 million and further deleveraging to 2.7x by end of 2026.

Voting matters and shareholder proposals

• Shareholders to vote on: election of 11 directors for one-year terms, re-appointment of Ernst & Young LLP as auditor, advisory vote on frequency of say-on-pay (Board recommends annual), and advisory vote to approve executive compensation.

• Board recommends voting FOR all director nominees, FOR auditor re-appointment, FOR ONE YEAR on say-on-pay frequency, and FOR executive compensation.

Board of directors and corporate governance

• Board consists of 11 members, 9 of whom are independent; separate Chair (Michael Burns) and CEO (Jeffrey Hirsch) roles.

• Board committees: Audit & Risk, Compensation & Talent, and Nominating & Corporate Governance, all chaired by independent directors.

• Annual board and committee self-evaluations, robust onboarding, and ongoing director education.

• Investor Rights Agreement grants board nomination rights to major shareholders (MHR Fund Management, Liberty Global).