8-K
IMAX CORP (IMAX)
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 9, 2022
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<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification Number) |
| 2525 Speakman Drive<br> <br>Mississauga, Ontario, Canada L5K 1B1<br> <br>(905) 403-6500 | 902 Broadway, Floor 20<br> <br>New York, New York, USA 10010<br> <br>(212) 821-0100 | |
| --- | --- |
(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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 2022 Annual Meeting of Shareholders (the “Meeting”) on June 9, 2022.
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 |
|---|
Eric A. Demirian, Kevin Douglas, Richard L. Gelfond, David W. Leebron, Michael MacMillian, Steve Pamon, Dana Settle, and Darren Throop 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 2023, the election or appointment of his or her successor, or the date of his or her resignation or termination.
| Director | Votes For | Votes Withheld/Abstained | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| Eric A. Demirian | 43,070,980 | 1,740,922 | 3,465,244 | |||
| Kevin Douglas | 30,652,101 | 14,159,801 | 3,465,244 | |||
| Richard L. Gelfond | 44,149,179 | 662,724 | 3,465,243 | |||
| David W. Leebron | 34,990,454 | 9,821,449 | 3,465,243 | |||
| Michael MacMillan | 43,676,654 | 1,135,249 | 3,465,243 | |||
| Steve Pamon | 43,712,891 | 1,099,011 | 3,465,244 | |||
| Dana Settle | 30,459,991 | 14,351,912 | 3,465,243 | |||
| Darren D. Throop | 25,103,050 | 19,708,853 | 3,465,243 | |||
| 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 2023, and shareholders authorized the directors to fix the independent auditors’ remuneration.
| Votes For | Votes Against | Votes Withheld/Abstained | Broker Non-Votes |
|---|---|---|---|
| 46,646,220 | 1,622,756 | 8,168 | 2 |
| 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.
| Votes For | Votes Against | Votes Withheld/Abstained | Broker Non-Votes |
|---|---|---|---|
| 21,392,843 | 22,542,950 | 876,108 | 3,465,245 |
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<br> <br>(Registrant) | ||
|---|---|---|
| Date: June 10, 2022 | 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: | Senior Vice President, Legal Affairs & Corporate Secretary |