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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, 2021

 

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

902 Broadway, Floor 20

Mississauga, Ontario, Canada L5K 1B1

New York, New York, USA 10010

(905) 403-6500

(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

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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

IMAX Corporation (the “Company”) held its 2021 Annual and Special Meeting of Shareholders (the “Meeting”) via live audio webcast on June 9, 2021. At the Meeting, the shareholders confirmed amendments to the Company’s By-Law No. 1 by way of repeal and replacement (as amended, the “Amended and Restated By-Law No. 1”). The Amended and Restated By-Law No. 1, among other things, allows meeting of shareholders to be conducted virtually. The Company’s board of directors (the “Board”) previously approved and adopted the Amended and Restated By-Law No. 1 on March 4, 2021.

 

The foregoing description of the Amended and Restated By-Law No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Law No. 1, which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

 

Item 5.07Submission 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 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 2022, 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

 

 

45,322,205

 

 

 

323,006

 

 

 

4,409,206

 

Kevin Douglas

 

 

36,070,477

 

 

 

9,574,734

 

 

 

4,409,206

 

Richard L. Gelfond

 

 

45,457,904

 

 

 

187,307

 

 

 

4,409,206

 

David W. Leebron

 

 

40,538,294

 

 

 

5,106,917

 

 

 

4,409,206

 

Michael MacMillan

 

 

44,150,588

 

 

 

1,494,623

 

 

 

4,409,206

 

Steve Pamon

 

 

45,488,881

 

 

 

156,330

 

 

 

4,409,206

 

Dana Settle

 

 

35,642,942

 

 

 

10,002,269

 

 

 

4,409,206

 

Darren D. Throop

 

 

31,949,258

 

 

 

13,695,953

 

 

 

4,409,206

 

 

 

2.

Appointment of Auditors

 

The shareholders approved the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors until the next annual meeting of shareholders in 2022, and shareholders authorized the directors to fix their remuneration.

 

Votes For

 

Votes Against

 

Votes Withheld/Abstained

 

Broker Non-Votes

 

49,550,370

 

493,203

 

7,280

 

3,564

 

 

 

3.

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

 

The shareholders approved the advisory vote on the compensation of the Company’s Named Executive Officers.

 

Votes For

 

Votes Against

 

Votes Withheld/Abstained

 

Broker Non-Votes

 

28,195,670

 

16,651,560

 

797,980

 

4,409,207

 

 

 

4.

Confirmation of Amendments to By-Law No. 1

 

The shareholders confirmed the amendments to the Company’s By-Law No. 1.

 

Votes For

 

Votes Against

 

Votes Withheld/Abstained

 

Broker Non-Votes

 

45,427,697

 

75,670

 

141,842

 

4,409,208

 

 

 

 

 

 

 

 


1

 


 

 

Item 7.01 Regulation FD

 

On June 9, 2021, the Company issued a press release announcing the election of Steve Pamon as director and the appointment of Darren D. Throop as chairman of the Board. 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 of this current report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 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, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(d) Exhibits.

 

 

 

Exhibit
No.

  

Description

 

 

3.1

  

Amended and Restated By-Law No. 1 of IMAX Corporation, enacted on March 4, 2021. Incorporated by reference to Exhibit 3.2 to IMAX Corporation’s Form 10-K filed on March 4, 2021.

99.1

  

Press Release dated June 9, 2021.

104

  

Cover Page Interactive Data File (formatted as inline XBRL)

 

2


 

 

SIGNATURE

 

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

 

 

Date: June 9, 2021

(Registrant)

 

By:/s/ Robert D. ListerName:Robert D. ListerTitle:Chief Legal Officer and Senior Executive Vice President

 

 

 

 

 

By:

/s/ Kenneth I. Weissman

 

Name:

Kenneth I. Weissman

 

Title:

Senior Vice President, Legal Affairs and Corporate Secretary

 

 

 

 

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