UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
( |
( |
(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 | ||
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 |
IMAX Corporation (the “Company”) held its 2023 Annual and Special Meeting of Shareholders on June 8, 2023 (the “Meeting”). At the Meeting, the Company’s shareholders approved amendments (the “Amendments”) to the Company’s Second Amended and Restated Long-Term Incentive Plan (the “LTIP”). The Company’s Board of Directors (the “Board”) had previously approved the Amendments on April 4, 2023, subject to shareholder approval.
For descriptions of the Amendments and the LTIP, see Item No. 6, “Approval of the Amendments to Second Amended and Restated Long-Term Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2023. These descriptions are incorporated by reference into Item 5.02 of this Current Report on Form 8-K (the “Report”). This disclosure and the incorporated descriptions of the Amendments and the LTIP are qualified in their entirety by reference to the Amendments and the LTIP, copies of which are filed hereto as Exhibits 10.1 and 10.2, respectively.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Meeting, the Company’s shareholders confirmed amendments to the Company’s Amended and Restated By-Law No. 1 by way of repeal and replacement (as amended, the “By-Law”). The amendments update certain procedural and disclosure requirements for director nominations made by shareholders in light of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board had previously approved and adopted the By-Law on February 7, 2023.
The foregoing description of the By-Law does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Law, which is filed as Exhibit 3.1 to this Report and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
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.
| 1. | 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 2024, 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 |
42,353,280 | 213,257 | 2,757,675 | |||||||||
| Eric A. Demirian |
41,332,683 | 1,233,855 | 2,757,674 | |||||||||
| Kevin Douglas |
36,239,051 | 6,325,486 | 2,759,675 | |||||||||
| Richard L. Gelfond |
42,210,403 | 356,134 | 2,757,675 | |||||||||
| David W. Leebron |
40,997,482 | 1,569,056 | 2,757,674 | |||||||||
| Michael MacMillan |
42,045,377 | 521,161 | 2,757,674 | |||||||||
| Steve Pamon |
37,238,776 | 5,327,762 | 2,757,674 | |||||||||
| Dana Settle |
36,242,249 | 6,322,289 | 2,759,674 | |||||||||
| Darren Throop |
36,252,695 | 6,311,842 | 2,759,675 | |||||||||
| Jennifer Wong |
42,353,676 | 212,862 | 2,757,674 | |||||||||
| 2. | 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 2024, and shareholders authorized the directors to fix the independent auditors’ remuneration.
| Votes For |
Votes Withheld/Abstained |
Broker Non-Votes | ||
| 44,072,239 | 1,251,973 | 0 |
| 3. | Named Executive Officer Compensation (“Say-on-Pay”) |
The shareholders did not approve 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 | |||
| 19,495,924 | 21,815,712 | 1,254,900 | 2,757,676 |
| 4. | Frequency of Say-on-Pay |
The shareholders recommended that the advisory vote on the NEOs’ compensation be held every year.
| 1 Year |
2 Years |
3 Years |
Votes Withheld/Abstained |
Broker Non-Votes | ||||
| 41,139,859 | 8,395 | 1,409,003 | 9,024 | 2,757,931 |
In light of the shareholders’ recommendation, the Board determined that an advisory vote on the NEOs’ compensation will be conducted every year, until the next vote on the frequency of such votes.
| 5. | Confirmation of Amendments to Amended and Restated By-Law No. 1 |
The shareholders confirmed the amendments to the Company’s Amended and Restated By-Law No. 1. A copy of the By-Law is attached hereto as Exhibit 3.1.
| Votes For |
Votes Against |
Votes Withheld/Abstained |
Broker Non-Votes | |||
| 42,146,680 | 401,311 | 18,546 | 2,757,675 |
| 6. | Approval of Amendments to the LTIP |
The shareholders approved the Amendment to the LTIP. Copies of the Amendment and the LTIP are attached hereto as Exhibits 10.1 and 10.2, respectively.
| Votes For |
Votes Against |
Votes Withheld/Abstained |
Broker Non-Votes | |||
| 41,058,181 | 1,470,078 | 38,277 | 2,757,676 |
| Item 7.01 | Regulation FD |
On June 14, 2023, the Company issued a press release announcing a 3-year extension of the Company’s share-repurchase program. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Second Amended and Restated By-Law No. 1 of IMAX Corporation, enacted on February 7, 2023. | |
| 10.1 | Amendment No. 1 to Second Amended and Restated Long-Term Incentive Plan. | |
| 10.2 | Second Amended and Restated Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.1 to IMAX Corporation’s Form 8-K filed on June 5, 2020. | |
| 99.1 | Press Release, dated June 14, 2023. | |
| 104 | Cover Page Interactive Data File (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.
| IMAX Corporation | ||||||
| (Registrant) | ||||||
| Date: June 14, 2023 | 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 | |||||