Starz sets CFO Scott Macdonald salary at $1.06M

Q: What compensation does Scott Macdonald’s STRZ agreement provide?

Macdonald’s annual base salary is $1,060,000, with a target annual bonus of 125% of base salary. The company will request annual equity awards with a target grant-date value equal to 70% of then-current base salary, subject to Compensation Committee approval and funding.

Starz Entertainment Corp., through its wholly owned subsidiary Starz Entertainment, LLC, entered into an employment agreement with Chief Financial Officer Scott Macdonald.

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Form Type

8-K

Rhea-AI Filing Summary

Starz Entertainment Corp., through its wholly owned subsidiary Starz Entertainment, LLC, entered into an employment agreement with Chief Financial Officer Scott Macdonald. The term began October 1, 2026 and runs through September 30, 2028, unless earlier terminated; it may be extended one year, through September 30, 2029, if the company gives notice.

Macdonald’s annual base salary is $1,060,000, and his target annual bonus is 125% of base salary, subject to performance criteria. The company will request Compensation Committee approval of annual equity awards with a target grant-date value of 70% of then-current base salary; awards remain subject to approval and funding. A qualifying termination during the term can provide 18 months of base salary as cash severance and up to 18 months of COBRA premiums, subject to a release and post-employment obligations.

Filing Explained

Macdonald’s agreement also provides that, if a change in control occurs during its term and he has a qualifying termination on or within six months afterward, certain outstanding, unvested equity awards scheduled to vest in the following 12 months and before the term ends accelerate, with performance-based awards vesting based on actual performance.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Annual base salary: $1,060,000 Target annual bonus: 125% of base salary Annual equity award target: 70% of base salary then in effect +4 more

7 metrics

Annual base salary $1,060,000 Compensation under the employment agreement

Target annual bonus 125% of base salary Subject to achievement of performance criteria and goals

Annual equity award target 70% of base salary then in effect Target grant-date value; awards subject to Compensation Committee approval and funding

Cash severance 18 months of base salary For a qualifying termination during the agreement term, subject to specified conditions

COBRA premiums Up to 18 months For a qualifying termination during the agreement term, subject to specified conditions

Change-in-control termination window On or within six months Following a change in control during the agreement term

Equity award vesting period 12 months Following qualifying termination for eligible outstanding, unvested awards

Key Terms

qualifying termination, time-based restricted share units, performance-based restricted share units, non-solicitation

4 terms

qualifying termination financial

"experiences a qualifying termination during the term"

non-solicitation regulatory

"a non-solicitation of Company employees for 12 months"

A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What compensation does Scott Macdonald’s STRZ agreement provide?

Macdonald’s annual base salary is $1,060,000, with a target annual bonus of 125% of base salary. The company will request annual equity awards with a target grant-date value equal to 70% of then-current base salary, subject to Compensation Committee approval and funding.

When can Scott Macdonald’s STRZ equity awards accelerate?

If a change in control occurs during the agreement term and Macdonald has a qualifying termination on or within six months afterward, outstanding, unvested annual equity awards scheduled to vest during the following 12 months and before the agreement expires accelerate. Performance-based awards vest based on actual performance.

Can Scott Macdonald receive a prorated bonus under the STRZ agreement?

If Macdonald has a qualifying termination during the agreement term, or his employment does not continue beyond the term, he is eligible for a prorated annual bonus for the fiscal year of termination, based on actual performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 04:20 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:20 PM EDT

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): October 20, 2026

Starz Entertainment Corp.

(Exact name of registrant as specified in its charter)

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:


☐						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:

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 October 20, 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 an employment agreement (the “Agreement”) with Scott Macdonald. Mr. Macdonald has served as Chief Financial Officer of the Company since July 2012.

The term of the Agreement commenced on October 1, 2026 and continues through September 30, 2028, unless earlier terminated in accordance with its terms and subject to a one-year extension to September 30, 2029 if notified by the Company. Pursuant to the Agreement, Mr. Macdonald will continue to serve as Chief Financial Officer.

Pursuant to the Agreement, Mr. Macdonald is entitled to receive an annual base salary of $1,060,000 and is eligible to receive an annual bonus with a target opportunity equal to 125% of his 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 Mr. Macdonald experiences a qualifying termination during the term of the Agreement, or his employment does not continue beyond the term, he 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 annual award cycle, with a target grant date value equal to 70% of Mr. Macdonald’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. 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 Mr. Macdonald’s employment is terminated in a qualifying termination during the term of the Agreement, and subject to his execution and non-revocation of a customary release of claims and compliance with certain post-employment obligations, he will be entitled to receive (i) cash severance equal to 18 months of base salary then in effect and (ii) payment of COBRA premiums for up to 18 months. If a change in control occurs during the term of the Agreement and Mr. Macdonald experiences a qualifying termination on or within six months following such change in control, the portions of his annual equity awards that are then outstanding, unvested and scheduled to vest during the 12 months following his 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.

The Agreement also includes restrictive covenants, including confidentiality and a non-solicitation of Company employees for 12 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


Exhibit Number			Exhibit Description

10.1			Employment Agreement, dated as of October 20, 2026 and effective as of October 1, 2026, between Starz Entertainment, LLC and Scott Macdonald

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.

Starz Entertainment Corp.

Date:

October 23, 2026

By:

/s/ Jim Kapenstein

Jim Kapenstein

Chief Legal and Strategy Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

17 documents

Agreements & Contracts

EX-10.1 EX-10.1 43.6 KB