25JUL201322550356 LIONS GATE ENTERTAINMENT CORP. 1055 West Hastings Street, Suite 2200 2700 Colorado Avenue, Suite 200 Vancouver, British Columbia V6E 2E9 Santa Monica, California 90404 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS To Be Held September 10, 2013 To Our Shareholders: You are invited to attend the Annual General Meeting of Shareholders (the ‘‘Annual Meeting’’) of Lions Gate Entertainment Corp. (‘‘Lionsgate’’ or the ‘‘Company’’), which will be held on Tuesday, September 10, 2013, beginning at 10:00 a.m., local time, at the Shangri-La Hotel, 188 University Avenue, Toronto, Ontario, M5H 0A3, Canada. At the Annual Meeting, shareholders will act on the following matters: 1. Elect 12 directors, each for a term of one year or until their successors are duly elected and qualified; 2. Re-appoint Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014; 3. Conduct an advisory vote to approve executive compensation; and 4. Transact such further and other business as may properly come before the meeting and any continuations, adjournments or postponements thereof. Shareholders will also receive the audited consolidated financial statements of the Company for the fiscal year ended March 31, 2013, together with the auditor’s report thereon. Shareholders of record at 5:00 p.m. (Eastern Standard Time) on July 19, 2013 are entitled to vote at the meeting or any continuations, adjournments or postponements thereof. It is expected that these materials first will be mailed to shareholders on or about July 30, 2013. Registered shareholders unable to attend the Annual Meeting in person are requested to read the enclosed proxy statement and the proxy card that accompany this notice and to complete, sign, date and deliver the proxy card, together with the power of attorney or other authority, if any, under which it was signed (or a notarized certified copy thereof) to IVS Associates, Inc. (‘‘IVS Associates’’), Attn: Lionsgate Proxy Tabulation, 1000 N. West Street, Suite 1200, Wilmington, Delaware, 19801, via facsimile at 302-295-3811, or at www.ivselection.com/lionsgate2013. To be effective, proxies must be received by IVS Associates by or at the Annual Meeting prior to the closing of the polls. If you are not a registered shareholder, please refer to the accompanying proxy statement for information on how to vote your shares. By Order of the Board of Directors, 24JUL201213055793 Jon Feltheimer Chief Executive Officer Vancouver, British Columbia July 29, 2013 IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. In accordance with our security procedures, all persons attending the Annual Meeting will be required to present picture identification. TABLE OF CONTENTS Page ABOUT THE ANNUAL MEETING ............................................ 1 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS .................... 7 SECURITY OWNERSHIP OF MANAGEMENT .................................. 8 PROPOSAL 1 ELECTION OF DIRECTORS ............................................. 10 PROPOSAL 2 RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . 17 PROPOSAL 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION ................ 18 INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS ............................................. 19 Board Leadership Structure ............................................... 19 Board Role in Risk Oversight .............................................. 19 Role of The Board ...................................................... 20 Board Committees and Responsibilities ....................................... 21 Shareholder Communications .............................................. 25 Codes of Conduct and Ethics .............................................. 26 Director Independence ................................................... 26 Director Compensation ................................................... 28 MANAGEMENT .......................................................... 30 Biographical Information ................................................. 30 Appointment of Executive Officers .......................................... 30 COMPENSATION DISCUSSION AND ANALYSIS ................................. 31 Compensation Discussion and Analysis ....................................... 31 Executive Summary ..................................................... 31 Key Features of Our Executive Compensation Program ........................... 32 Executive Compensation Program Objectives ................................... 33 Executive Compensation Practices ........................................... 34 Process for Determining Executive Compensation ................................ 35 Executive Compensation Components ........................................ 41 Compensation Committee Report on Executive Compensation ...................... 52 COMPANY’S COMPENSATION POLICIES AND PRACTICES RELATING TO RISK MANAGEMENT ........................................................ 53 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION ........ 53 EXECUTIVE COMPENSATION INFORMATION ................................. 53 Summary Compensation Table .............................................. 53 Description of Employment Agreements ...................................... 55 Grants of Plan-Based Awards .............................................. 57 Outstanding Equity Awards ................................................ 60 Options Exercises and Stock Vested .......................................... 62 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL ........ 62 Estimated Severance and Change in Control Benefits ............................. 67 EQUITY COMPENSATION PLAN INFORMATION FOR FISCAL 2013 ................ 68 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE ............. 68 REPORT OF THE AUDIT COMMITTEE ....................................... 69 STATEMENT OF CORPORATE GOVERNANCE PRACTICES ....................... 70 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...................... 74 Review of Related Transactions ............................................. 74 Relationships and Transactions ............................................. 75 ACCOUNTANTS’ FEES ..................................................... 76 OTHER INFORMATION .................................................... 77 OTHER BUSINESS ........................................................ 77 DIRECTORS’ APPROVAL ................................................... 77 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF LIONS GATE ENTERTAINMENT CORP. PROXY STATEMENT This proxy statement is part of a solicitation of proxies by the Board of Directors (the ‘‘Board’’) and management of Lions Gate Entertainment Corp. (‘‘Lionsgate,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us’’ or ‘‘our’’) and contains information relating to our annual general meeting of shareholders (the ‘‘Annual Meeting’’) to be held on Tuesday, September 10, 2013, beginning at 10:00 a.m., local time, at the Shangri-La Hotel, 188 University Avenue, Toronto, Ontario, M5H 0A3, Canada, and to any continuations, adjournments or postponements thereof. All dollar figures contained in this proxy statement are in U.S. dollars, unless otherwise indicated. The notice of the Annual Meeting, this proxy statement and the enclosed proxy card first will be mailed to shareholders on or about July 30, 2013. ABOUT THE ANNUAL MEETING What is the purpose of the Annual Meeting? At the Annual Meeting, shareholders will act upon the matters outlined in the accompanying notice of meeting, including the election of directors, re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2014 and conducting an advisory vote on executive compensation. In addition, after the formal portion of the meeting, the Company’s management will report on the Company’s performance during fiscal 2013 and respond to appropriate questions from shareholders. Who is entitled to vote at the Annual Meeting? Only shareholders of record of the Company’s common shares (NYSE: LGF) at 5:00 p.m. (Eastern Standard Time) on July 19, 2013 (the ‘‘Record Date’’) are entitled to receive notice of the Annual Meeting and to vote the common shares that they held on that date at the Annual Meeting, or any continuations, adjournments or postponements of the Annual Meeting. Each outstanding common share entitles its holder to cast one vote on each matter to be voted upon. As of the Record Date, 136,387,578 common shares were outstanding and entitled to vote and held by approximately 932 shareholders of record. Each shareholder has the right to appoint a person or company to represent the shareholder other than the persons designated in the form of proxy. Who can attend and vote at the Annual Meeting? Only registered shareholders of the Company or the persons they appoint as their proxies are permitted to attend and vote at the Annual Meeting. Most shareholders of the Company are ‘‘non-registered’’ shareholders (‘‘Non-Registered Shareholders’’) because the shares they own are not registered in their names but are, instead, registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an ‘‘Intermediary’’)