🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Versant Media Group. Its main purpose is to give shareholders the information they need to vote at the upcoming Annual Meeting on June 25, 2026. Think of it as a detailed agenda and report card for the company's first year as an independent public business.

👉 Why it matters: If you own VSNT stock, this document tells you who is running the company, how they are paid, and what important decisions you get to vote on.

🏢 What The Company Does

Versant Media Group is a newly independent media and entertainment company. It was spun off from Comcast in January 2026.

👉 In simple terms: They own and operate a portfolio of well-known TV networks and digital platforms. Their main brands include MS NOW (political news), CNBC (business news), Golf Channel, USA Network, and entertainment channels like E! and SYFY. Their digital assets include Fandango (movie tickets), Rotten Tomatoes (reviews), and GolfNow (tee-time bookings).

💰 Financial Highlights (2025 Results)

Versant is reporting its first full year of financial results as a standalone company. The numbers are strong.

• Revenue: $6.69 billion
• Net Income: $930 million
• Standalone Adjusted EBITDA: $2.18 billion (This is a key profitability metric for the company's core operations).

👉 Why it matters: This establishes a financial baseline for the new company. The strong profit shows it can generate significant cash, which funds investments and shareholder returns.

🚀 Key Moves & Strategy

The company is focused on evolving its business model and investing for the future.

• Shifting Revenue Streams: Currently, 19% of revenue comes from "Non-Pay TV" sources (like digital and streaming). They target this to grow to ~33% in 3-5 years, aiming for a more durable business less reliant on traditional cable.
• Big Investments: They secured long-term sports rights (WNBA, USGA, PGA) and announced new direct-to-consumer streaming services for CNBC and MS NOW.
• Acquisitions: They bought INDY Cinema Group (theatrical distribution) and Free TV Networks (over-the-air TV) to expand their reach.
• Returning Cash: The Board declared a $0.375 per share quarterly dividend and authorized a $1 billion share buyback program.

📦 Board & Governance

As a new company, its board and governance structure are being set up. The board is large and highly independent.

• Board Nominees: There are 10 director nominees standing for election. All are independent except CEO Mark Lazarus.
• Leadership: The roles of Chairman and CEO are separated. David Novak (former Yum! Brands CEO) is the independent Chairman.
• Governance Highlights: The company has no "poison pill," prohibits hedging/pledging of stock by directors, and has a robust clawback policy to recover compensation if financial results are corrected.

👉 Why it matters: A strong, independent board provides crucial oversight for shareholders. The separated Chairman/CEO role is often seen as a best practice for accountability.

👥 Executive Compensation Philosophy

The Compensation Committee aims to pay for performance and align leadership interests with shareholders.

• What They Do: Deliver majority of pay through performance-based, at-risk pay (bonuses and stock awards). They set challenging goals and have strong stock ownership requirements.
• What They Don't Do: There are no guaranteed cash bonuses, no single-trigger change-in-control payments (you need both a sale and a job loss to get severance), and no tax gross-ups.

👉 Why it matters: This philosophy is designed to reward executives only if they create long-term value for you, the shareholder.

📊 The Shareholder Proposals (What You're Voting On)

At the meeting, you will vote on these four key items:

1. Election of 10 Directors: A vote to approve the entire board slate. The Board recommends "FOR ALL."
2. Ratify Auditors: Appoint Deloitte & Touche LLP as the independent accounting firm for 2026. The Board recommends "FOR."
3. "Say-on-Pay" Frequency: A non-binding vote on how often to hold future votes on executive compensation. The Board recommends voting for "ONE YEAR."
4. Approve Employee Stock Purchase Plan: A new plan allowing employees to buy company stock at a discount. The Board recommends "FOR."

🧠 The Analogy

Versant is like a college varsity athlete who just moved out of their parents' house (Comcast) and into their first apartment. This proxy statement is their first "housewarming party," introducing you to their new roommates (the Board), showing off their first paycheck (financial results), and letting you help decide on the apartment rules (governance and compensation). They're proving they can live independently and are ready to build their own future.

🧩 Final Takeaway

This proxy marks the official launch of Versant Media Group as an independent public company. Shareholders are being asked to endorse its leadership team, governance structure, and strategic direction as it embarks on a plan to grow its digital footprint and return capital to investors. The strong 2025 financials provide a solid foundation for this new chapter.