Form 8-K - Current report

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

June 6, 2024

Date of report (Date of earliest event reported)

IMAX Corporation

(Exact Name of Registrant as Specified in Its Charter)

Canada

001-35066

98-0140269

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

2525 Speakman Drive

Mississauga, Ontario, Canada L5K 1B1

(905) 403-6457

902 Broadway, Floor 20

New York, New York, USA 10010

(212) 821-0142

(Address of principal executive offices, zip code, telephone numbers)

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 Act (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

IMAX

The New York Stock Exchange

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 5.07

Submission of Matters to a Vote of Security Holders.

IMAX Corporation (the “Company”) held its 2024 Annual General Meeting of Shareholders on June 6, 2024 (the “Meeting”). Set forth below are the matters acted upon by the Company’s shareholders at the Meeting, and the final voting results on each such matter.

Election of Directors

Gail Berman, Eric A. Demirian, Kevin Douglas, Richard L. Gelfond, David W. Leebron, Michael MacMillian, Steve Pamon, Dana Settle, Darren Throop, and Jennifer Wong were elected as directors of the Company. Each director elected will hold office until the earlier of the close of the next annual meeting of shareholders in 2025, the election or appointment of his or her successor, or the date of his or her resignation or termination.


Director	Votes For		Votes Against		Broker Non-Votes
Gail Berman		41,795,195		1,468,273		2,529,950
Eric A. Demirian		41,182,179		2,081,288		2,529,951
Kevin Douglas		33,970,287		9,293,182		2,529,949
Richard L. Gelfond		42,898,666		364,802		2,529,950
David W. Leebron		40,909,447		2,354,021		2,529,950
Michael MacMillan		40,948,166		2,315,302		2,529,950
Steve Pamon		34,907,892		8,355,576		2,529,950
Dana Settle		34,913,409		8,350,059		2,529,950
Darren Throop		41,556,182		1,707,287		2,529,949
Jennifer Wong		41,770,208		1,493,260		2,529,950

Appointment of Auditor

The shareholders approved the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors until the next annual meeting of shareholders in 2025, and shareholders authorized the directors to fix the independent auditors’ remuneration.


Votes For	Votes Withheld/Abstained	Broker Non-Votes
45,415,888	364,182	13,370

Named Executive Officer Compensation (“Say-on-Pay”)

The shareholders approved the advisory vote on the compensation of the Company’s Named Executive Officers (the “NEOs”).


Votes For	Votes Against	Votes Withheld/Abstained	Broker Non-Votes
30,074,727	11,408,043	1,780,718	2,529,952

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.


	IMAX Corporation
	(Registrant)

Date: June 7, 2024	By:	/s/ Robert D. Lister
	Name:	Robert D. Lister
	Title:	Chief Legal Officer and Senior Executive Vice President

	By:	/s/ Kenneth Weissman
	Name:	Kenneth Weissman
	Title:	Deputy General Counsel & Corporate Secretary

Document and Entity Information	Jun. 06, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 06, 2024
Entity Registrant Name	IMAX Corporation
Entity Incorporation State Country Code	Z4
Entity File Number	001-35066
Entity Tax Identification Number	98-0140269
Entity Address Address Line 1	2525 Speakman Drive
Entity Address City Or Town	Mississauga
Entity Address State Or Province	ON
Entity Address Country	CA
Entity Address Postal Zip Code	L5K 1B1
City Area Code	905
Local Phone Number	403-6457
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Shares, no par value
Trading Symbol	IMAX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000921582
Other Address [Member]
Document Information [Line Items]
Entity Address Address Line 1	902 Broadway
Entity Address Address Line 2	Floor 20
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Country	US
Entity Address Postal Zip Code	10010
City Area Code	212
Local Phone Number	821-0142