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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): September 11, 2026
Starz Entertainment Corp.
(Exact name of registrant as specified in its charter)
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| British Columbia, Canada | | 1-14880 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission File
Number) | | (I.R.S. Employer
Identification No.) |
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
1647 Stewart Street
Santa Monica, California 90404
(Address of principal executive offices) (Zip Code)
(604) 648-6559
(Registrant’s telephone number, including area code)
N/A
(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:
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | |
| Common Shares, no par value per share | | STRZ | | The Nasdaq Stock Market LLC |
| | (Nasdaq Global Select Market) |
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.
☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 11, 2026, Starz Entertainment, LLC, a wholly owned subsidiary of Starz Entertainment Corp., a corporation organized under the laws of the province of British Columbia, Canada (the “Company”), entered into a new employment agreement (the “Agreement”) with Alison Hoffman, President, Starz Networks. The Agreement supersedes Ms. Hoffman’s prior employment agreement with Starz Entertainment, LLC, dated as of February 27, 2023, as previously amended.
The term of the Agreement commenced on August 6, 2026 (the “Effective Date”) and continues through December 31, 2029, unless earlier terminated in accordance with its terms. Pursuant to the Agreement, Ms. Hoffman will continue to serve as President, Starz Networks and report to the Company’s Chief Executive Officer.
Pursuant to the Agreement, Ms. Hoffman is entitled to receive an annual base salary of $1,485,000 and remains eligible to receive an annual bonus with a target opportunity equal to 150% of her base salary, subject to achievement of performance criteria and goals as determined by the Compensation & Talent Committee of the Board of Directors of the Company (the “Compensation Committee”). In the event Ms. Hoffman experiences a qualifying termination during the term of the Agreement, or her employment does not continue beyond the term, she will be eligible to receive a prorated annual bonus for the fiscal year in which such termination occurs based on actual performance.
The Agreement also provides that, during the term, the Company will request that the Compensation Committee approve annual equity awards following each of April 1, 2027, April 1, 2028 and April 1, 2029, with a target grant date value equal to 100% of Ms. Hoffman’s base salary then in effect. Such awards may consist of time-based restricted share units, performance-based restricted share units, stock options, or other equity awards as determined by the Compensation Committee, provided that Ms. Hoffman receives a mix of awards that is the same as provided to similarly situated senior executives of the Company. Unless otherwise determined by the Compensation Committee, time-based awards vest ratably over three years and performance-based awards become eligible to vest ratably over three years based on achievement of performance goals established by the Compensation Committee and the Company’s Chief Executive Officer. Each annual equity award remains subject to Compensation Committee approval and funding.
If Ms. Hoffman’s employment is terminated in a qualifying termination during the term of the Agreement, and subject to her execution and non-revocation of a customary release of claims and compliance with certain post-employment obligations, she will be entitled to receive (i) cash severance equal to the greater of (x) her base salary for the remainder of the term of the Agreement or (y) eighteen months of base salary and (ii) payment of COBRA premiums for up to eighteen months. In addition, if Ms. Hoffman experiences a qualifying termination within the period beginning 30 days prior to and ending 12 months following a change in control of the Company, she will be entitled to an additional lump-sum payment equal to 70% of the applicable severance payment. Further, if a change in control occurs during the term of the Agreement and Ms. Hoffman experiences a qualifying termination on or within six months following such change in control, the portions of her annual equity awards that are then outstanding, unvested and scheduled to vest during the twelve months following her termination (and otherwise scheduled to vest prior to expiration of the term of the Agreement) will accelerate and vest, with performance-based awards vesting based on actual performance.
If the term of the Agreement expires and Ms. Hoffman continues employment with the Company without entering into a new employment agreement, her employment will become at-will. If she subsequently experiences a qualifying termination during such at-will period, she will be entitled to cash severance equal to twelve months of base salary, subject to the release requirement described above.
The Agreement also includes restrictive covenants, including confidentiality and a non-solicitation of Company employees for twelve months following termination.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number | Exhibit Description |
| |
10.1 | Employment Agreement, executed September 11, 2026 between Starz Entertainment, LLC and Alison Hoffman. |
| |
| 104 | Cover Page Interactive Data File – the cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
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.
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| | | Starz Entertainment Corp. |
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| Date: | September 15, 2026 | By: | /s/ Scott Macdonald |
| | | | Scott Macdonald |
| | | | Chief Financial Officer |
