Lionsgate Studios Corp. 8-K

What Happened

• On January 26, 2026, Lionsgate Studios Corp. announced the appointment of Steven T. Mnuchin to its Board of Directors and filed a Governance, Standstill and Voting Agreement (the “Standstill Agreement”) with Liberty 77 Capital L.P., Liberty 77 Fund L.P., Liberty 77 Fund International L.P. (collectively, the “Liberty Parties”) and MHR Fund Management, LLC and affiliated funds. Mr. Mnuchin was appointed effective January 26, 2026; with his appointment the Board has 11 directors. The Company says Mr. Mnuchin qualifies as an “independent” director under NYSE standards.

Key Details

• Appointment and voting: Lionsgate will appoint Steven T. Mnuchin as a Liberty‑designated director and will include him on its slate of director nominees at the next and subsequent annual meetings so long as the Liberty Parties beneficially own at least 5% of outstanding common shares and he meets nomination requirements. The Liberty Parties and MHR Fund Management agreed to vote their shares in favor of each other’s nominees (subject to specified exceptions).
• Standstill terms: From the agreement date and continuing while a New Liberty Director serves and for one year after such director is no longer serving, the Liberty Parties and MHR agreed to customary standstill actions — e.g., not increasing ownership above 17.5%, not making unsolicited proposals, not launching proxy contests, not forming groups or otherwise seeking to challenge the Company’s governance. The agreement also includes transfer restrictions, limits on hedging/derivatives, and automatic termination of certain restrictions in specified circumstances (including certain extraordinary transactions).
• Rights preserved: The Standstill Agreement provides pre‑emptive and registration rights consistent with the parties’ May 6, 2025 Investor Rights and Registration Rights Agreements, and includes “most favored nation” provisions for the Liberty and Mammoth parties that terminate once those parties hold fewer than 20,000,000 common shares.
• Disclosure: The Company issued a press release on January 26, 2026 announcing the appointment (filed as Exhibit 99.1).

Why It Matters

• Governance and oversight: The filing documents a binding governance arrangement that adds a high‑profile, independent director (Steven Mnuchin) to the board and locks in voting support among the investor groups, which can stabilize board composition and reduce the likelihood of near‑term activist actions.
• Limits on investor actions: The standstill and voting commitments restrict how much the Liberty Parties and MHR can increase their stakes or pursue proxy contests for a defined period, which could affect future governance dynamics and potential activist strategies.
• Rights and liquidity: Pre‑emptive and registration rights and MFN provisions may affect future share issuances and liquidity for those investors; investors should note the specific ownership thresholds (5% for nominee inclusion; 17.5% ownership cap during the standstill; MFN termination at <20,000,000 shares).