Lionsgate sets slate for Icahn showdown

Minimajor files proxy statement for shareholders meeting

Lionsgate management has set its 12-member slate for the showdown with Carl Icahn on Dec. 14.

The minimajor filed its proxy statement Friday for its annual shareholders meeting at the SLS Hotel in Los Angeles.

Icahn, who owns 33% of Lionsgate, hasn’t yet announced his slate and isn’t required to do so until the meeting. Despite recent efforts to work with Lionsgate on merging with MGM, Icahn has also continued to declare that he wants to oust Lionsgate management, headed by co-chairman and CEO Jon Feltheimer and vice chair Michael Burns.

The company’s proposed slate is the same as the current board except that Brian V. Tobin’s slot will be filled by Frank Giustra, who founded Lionsgate in 1997 and served as chairman until 2003. Former Icahn associate Mark Rachesky — who owns 29% of Lionsgate — has a seat along with Burns and Feltheimer. Other current board members are Norman Bacall, Arthur Evrensel, Morley Koffman, Harald Ludwig, G. Scott Paterson, Daryl Simm, Hardwick Simmons and Phyllis Yaffe.

The billionaire, who owns 33.5% of Lionsgate, has complained repeatedly about what he perceives as overspending by the company. Lionsgate has responded by noting that it has continued to grow, has kept a tight rein on costs, and has improved its balance sheet.

Icahn’s slate would probably include his son Brett and several other high-profile allies: Frank Biondi, the former CEO of Viacom and head of Universal; Mark Cuban, the billionaire owner of the Dallas Mavericks, who co-owns Magnolia Pictures; and Strauss Zelnick, prexy of 20th Century Fox.

Lionsgate also disclosed in the filing that Feltheimer had received $3.65 million in compensation in fiscal 2010 — $1.2 million in salary, $1.95 million in bonuses, $412,800 in stock awards and $83,377 in other compensation. That was less than half his $7.7 million compensation in the previous year, when he received over $6 million in stock awards.

Burns’ compensation for fiscal 2010 totaled $6.87 million, including $925,000 in salary, $1.45 million in bonuses, $4.48 million in stock awards and $98,078 in other compensation.

Icahn’s latest hostile tender offer at $7.50 a share for Lionsgate stock expires today. The stock was off 2 cents on Friday to $7.44.

Icahn agreed to support MGM’s bankruptcy plan two weeks ago after its management agreed to exclude the Spyglass Entertainment library from the transaction and to give Icahn a seat on the new MGM board, along with the promise of “good faith” negotiations once MGM emerges from bankruptcy, probably on Dec. 2.

With Icahn owning 18% of MGM’s debt, it’s expected that he’ll campaign for a Lionsgate-MGM combo.

Icahn and Lionsgate are involved in a variety of legal actions. The takeover artist has sued Lionsgate in Canada and New York over the debt-to-equity transaction that raised Rachesky’s stake to 29% from 19.9%, while Lionsgate sued Icahn last month for allegedly interfering last March with Lionsgate’s efforts to merge with MGM.

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