IMAX CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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
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
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
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
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2. Appointment of Auditor
The shareholders approved the appointment of
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
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Second Amended and Restated By-Law No. 1 ofIMAX Corporation , enacted onFebruary 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 toIMAX Corporation's Form 8-K filed onJune 5, 2020 . 99.1 Press Release, datedJune 14, 2023 . 104 Cover Page Interactive Data File (formatted as inline XBRL).
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