LION Lionsgate Studios Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 3, 2024

Lionsgate Studios Corp.

(Exact name of registrant as specified in charter)

British Columbia, Canada

(State or Other Jurisdiction of Incorporation)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (877) 848-3866

No Change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On April 12, 2024, SEAC II Corp., a Cayman Islands exempted company and predecessor-in-interest to Lionsgate Studios Corp. (the “Company”), filed Amendment No 5. to a Registration Statement on Form S-4 (File No. 333-276414) with the Securities and Exchange Commission (the “Registration Statement”). Pursuant to Instruction 1 to Item 402(c)(2)(iii) and (iv) of Regulation S-K, the Summary Compensation Table and Pay Ratio Disclosure included in the Registration Statement noted that the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Lions Gate Entertainment Corp. (“Lions Gate”) had not yet determined annual incentive bonuses for its 2024 fiscal year for the individuals who served as Lions Gate’s principal executive officer, principal financial officer, and three other most highly compensated executive officers for fiscal 2024 (the “Named Executive Officers”), and that Lions Gate would provide an updated Summary Compensation Table and Pay Ratio Disclosure following such determination.

On June 3, 2024, the Compensation Committee approved fiscal 2024 annual incentive bonuses for the Named Executive Officers. In accordance with Item 5.02(f) of Form 8-K, set forth below is an updated Summary Compensation Table and Pay Ratio Disclosure, which includes fiscal 2024 annual incentive bonuses and total compensation figures for Lions Gate’s fiscal year ended March 31, 2024.

Summary Compensation — Fiscals 2024, 2023 and 2022

Pay Ratio Disclosure

Pursuant to the Securities Exchange Act of 1934, as amended, Lions Gate and the Company are required to disclose the ratio of the total annual compensation of its Chief Executive Officer to the median of the total annual compensation of all of its employees (excluding its Chief Executive Officer). Based on SEC rules for this disclosure and applying the methodology described below, Lions Gate has determined that its Chief Executive Officer’s total compensation for fiscal 2024 was $18,213,948, and the median of the total compensation of all of its employees (excluding its Chief Executive Officer) for fiscal 2024 was $130,004. Accordingly, Lions Gate estimates the ratio of its Chief Executive Officer’s total compensation for fiscal 2024 to the median of the total compensation of all of its employees (excluding its Chief Executive Officer) for fiscal 2024 to be 140 to 1.

Lions Gate has selected March 31, 2024, which is a date within the last three months of fiscal 2024, as the date to be used to identify its median employee. To find the median of the annual total compensation of all Lions Gate’s employees (excluding its Chief Executive Officer), Lions Gate used the amount of each employee’s total cash compensation (i.e., base salary, wages, overtime and bonus) from its payroll records. In making this determination, Lions Gate did not annualize compensation for those employees who did not work for Lions Gate for the entire fiscal year. Lions Gate also did not make any cost-of-living adjustments in identifying the median employee. Lions Gate believes total cash compensation for all employees will be an appropriate measure because total cash compensation data is readily available, and Lions Gate considers this a reasonable measure of employees’ overall compensation.

As of March 31, 2024, Lions Gate had a total of 1,723 employees, of whom 1,383 were based in the U.S. and 340 were based outside of the U.S. In making the determination of the median employee, Lions Gate did not include 5 employees based in Australia, 3 employees based in China, 36 employees based in India, 2 employees based in Indonesia, 2 employees based in Luxembourg and 4 employees based in Spain, in accordance with SEC rules permitting exclusion of a de minimis number of non-U.S. employees (so that all U.S.-based employees and 288 employees based outside of the U.S. will be included in this determination).

This pay ratio is an estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio to be reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 7, 2024