8-K

 

 

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 1, 2015

Date of report (Date of earliest event reported)

 

 

IMAX Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Canada    1-35066    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) 403-6500

  

110 E. 59th Street, Suite 2100

New York, New York, USA 10022

(212) 821-0100

(905) 403-6500

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

 

¨ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously disclosed, Garth M. Girvan and Marc A. Utay did not stand for re-election and retired from the Board of Directors of IMAX Corporation (the “Company”) on June 1, 2015.

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2015 Annual Meeting of Shareholders of the Company was held on June 1, 2015.

Set forth below are the matters acted upon by the Company’s shareholders at the Annual Meeting, and the final voting results on each such matter.

 

1. Election of Directors

By a vote by way of show of hands, Neil S. Braun, Eric A. Demirian, Richard L. Gelfond, David W. Leebron, Michael Lynne, Michael MacMillan, I. Martin Pompadur, Darren D. Throop, and Bradley J. Wechsler were elected as directors of the Company to hold office until the year 2016 or until their successors are elected or appointed. Management received proxies from the shareholders to vote for the nine directors nominated for election as follows:

 

Director

   Votes For    Votes Withheld    Broker Non-Votes     

Neil S. Braun

   53,227,280    664,839    5,727,150   

Eric A. Demirian

   53,011,000    881,119    5,727,150   

Richard L. Gelfond

   53,474,402    416,717    5,728,150   

David W. Leebron

   49,036,621    4,854,498    5,728,150   

Michael Lynne

   53,569,767    321,353    5,728,149   

Michael MacMillan

   53,432,994    459,125    5,727,150   

I. Martin Pompadur

   53,561,337    329,783    5,728,149   

Darren D. Throop

   53,272,760    618,359    5,728,150   

Bradley J. Wechsler

   53,082,199    809,920    5,727,150   

 

2. Appointment of Auditor

By a vote by way of show of hands, PricewaterhouseCoopers LLP (“PwC”) were appointed auditors of the Company to hold office until the next annual meeting of shareholders and shareholders authorized the directors to fix their remuneration. Management received proxies from the shareholders to vote for the re-appointment of PwC as follows:

 

Votes For

  Votes Against   Votes Withheld   Broker Non-Votes     
57,417,474   2,156,184   45,611   0   

 

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

By a vote by way of show of hands, the compensation of the Company’s Named Executive Officers was approved on an advisory basis. Management received proxies from the shareholders to vote for the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers as follows:

 

Votes For

  Votes Against   Votes Withheld   Broker Non-Votes     
34,092,652   19,709,897   89,571   5,727,149   

 

2


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 2, 2015 By: /s/ Robert D. Lister
Name: Robert D. Lister
Chief Legal Officer & Chief Business Development Officer
By: /s/ G. Mary Ruby
Name: G. Mary Ruby
Chief Administrative Officer & Corporate Secretary