8-K

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): July 20, 2015

Starz

(Exact name of registrant as specified in its charter)

Delaware	001-35294	20-8988475
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

8900 Liberty Circle

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (720) 852-7700

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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective July 20, 2015, Jeffrey Hirsch, age 43, was appointed to serve as President of Global Marketing and Product Planning of Starz Entertainment, LLC (the “Company”), a wholly-owned subsidiary of Starz. Mr. Hirsch most recently served as Executive Vice President of Time Warner Cable Inc. from January 2015 to April 15, 2015, where he had also served as Executive Vice President/Chief Marketing and Sales Officer (January 2013 - December 2014), Executive Vice President/Chief Marketing and Customer Care Officer (July 2011 - December 2012), Executive In Residence Corporate (October 2010 - July 2011) and President New York City Region (February 2008 - October 2010).

Employment Agreement

In connection with Mr. Hirsch joining our company, the Compensation Committee (the “Compensation Committee”) of Starz approved Mr. Hirsch’s compensation, which is memorialized in an employment agreement (the “Employment Agreement”) between the Company and Mr. Hirsch. The Employment Agreement has a three year term beginning on July 20, 2015 and provides for (i) an initial annual base salary of $600,000, (ii) an annual target cash bonus of 70% of base salary subject to achievement of corporate and individual performance criteria to be determined by the Chief Executive Officer of the Company and the Compensation Committee, (iii) a $400,000 signing bonus in the form of restricted shares relating to Starz’s Series A common stock, which will vest in four equal annual installments, and (iv) annual participation in Starz’s equity incentive award program at a target of 150% of base salary, including an initial 2015 annual equity incentive award discussed below. Mr. Hirsch is also entitled to a relocation allowance and certain severance benefits if he experiences a qualifying termination or he terminates his employment for good reason under the Employment Agreement.

Annual Equity Incentive Award

Mr. Hirsch received an initial 2015 annual equity incentive award with a total value of $900,000 that consists of 20% stock options, 40% time-vesting restricted shares and 40% performance-based restricted stock units, in each case relating to shares of Starz’s Series A common stock. The stock options and the time-vesting restricted shares vest in four equal annual installments. The vesting terms applicable to the performance-based restricted stock units are consistent with those described in Starz’s proxy statement for the 2015 annual meeting of stockholders under the heading “Executive Compensation-Compensation Discussion and Analysis-Elements of 2014 Executive Compensation-Equity Incentive Compensation,” which was filed with the Securities and Exchange Commission on April 23, 2015 and which description is incorporated herein by reference.

Starz issued a press release announcing Mr. Hirsch’s appointment on July 16, 2015, which is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.	Name
99.1	Press Release of Starz, dated July 16, 2015

SIGNATURE

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

Date: July 22, 2015	STARZ
	By:	/s/ David I. Weil
		Name: David I. Weil
		Title: Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Name
99.1	Press Release of Starz, dated July 16, 2015

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

JEFFREY A. HIRSCH JOINS STARZ AS PRESIDENT OF GLOBAL MARKETING AND PRODUCT PLANNING

Beverly Hills, Calif. - July 16, 2015 - Starz CEO Chris Albrecht announced today that Jeffrey A. Hirsch will join the company on July 20, 2015 in the newly-created position of President of Global Marketing and Product Planning. Hirsch will be based in the company’s Beverly Hills offices and report to Albrecht.

Hirsch’s responsibilities will include overseeing the development of new Starz products and services for the company’s current and prospective new distributors, both domestic and abroad. Hirsch will be working in close coordination with the company’s strategy, distribution, marketing and product planning teams with a focus on optimizing worldwide sales and revenue growth efforts and increasing Starz brand awareness through the company’s expanding portfolio of original programming.

Hirsch arrives at Starz after most recently serving as Executive Vice President and Chief Marketing Officer, Residential Services at Time Warner Cable. In this senior executive role since 2011, Hirsch was responsible for all Time Warner Cable corporate marketing activities to the company’s residential customers. Hirsch first joined Time Warner Cable in 1999, and served in various executive roles including responsibilities in strategic product development for the Time Warner Cable iPad app, and serving as President for Residential Services in the Time Warner Cable New York City, Los Angeles and Rochester, NY regions. Prior to that, Hirsch’s past experiences included stints at NYNEX Corporation in product bundling and McCann-Erickson in advertising.

“Jeff comes to Starz with sterling credentials and a proven, multi-discipline background in our industry that should prove to be a great asset. This is a period of rapid change in the total media business ecosystem and one of tremendous worldwide opportunity at Starz thanks to our successful transformation as a company,” said Albrecht. “Jeff’s experience as a successful cable operator with one of our largest distributors, and his talents in marketing, product development and planning, sales and operations, make him a great addition to our executive ranks.”

“Chris has done a remarkable job leading the evolution of the business at Starz the past recent years. The opportunity to become a key member of the Starz executive team and join a programming company whose prospects are rising both in the U.S. and overseas in an exciting new role is a tremendous opportunity,” said Hirsch.

Hirsch received a Bachelor of Arts in Communications from the University of Pennsylvania and a Masters of Business Administration from The Amos Tuck School at Dartmouth College.

About Starz

Starz (NASDAQ: STRZA, STRZB) is a leading integrated global media and entertainment company with operating units that provide premium subscription video programming on domestic U.S. pay television channels (Starz Networks), global content distribution (Starz Distribution) and animated television and movie production (Starz Animation), www.starz.com.

Starz Networks is a leading provider of premium subscription video programming through the flagship STARZ^® and ENCORE^® pay TV networks which showcase premium original programming and movies to U.S. multichannel video distributors, including cable operators, satellite television providers, and telecommunications companies. As of

March 31, 2015, STARZ and ENCORE serve a combined 57.5 million subscribers, including 23.7 million at STARZ, and 33.8 million at ENCORE, making them the largest pair of premium flagship channels in the U.S. STARZ^® and ENCORE^®, along with Starz Networks’ third network MOVIEPLEX^®, air more than 1,000 movies monthly across 17 linear networks, complemented by On Demand and authenticated online offerings through STARZ PLAY, ENCORE PLAY, and MOVIEPLEX PLAY. Starz Distribution develops, produces and acquires entertainment content, distributing it to consumers globally on DVD, digital formats and traditional television. Starz Distribution’s home video, digital media and worldwide distribution business units distribute original programming content produced by Starz, as well as entertainment content for itself and third parties. Starz Animation produces animated TV and movie content for studios, networks, distributors and audiences worldwide.

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Contact:

Eric Becker

Starz

(720) 852-4065

eric.becker@starz.com