IMAX CORP
For the period ended Jun 11, 2025. Filed Apr 25, 2025.
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Jun 11, 2025 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
| [ ] | Preliminary Proxy Statement |
|---|---|
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [X ] | Definitive Proxy Statement |
| [ ] | Definitive Additional Materials |
| [ ] | Soliciting Material under §240.14a-12 |
IMAX CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| [X ] | No fee required |
|---|---|
| [ ] | Fee paid previously with preliminary materials. |
| [ ] | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
IMAX Corporation 902 Broadway, 20th Floor New York, New York, U.S.A. 10010
April 25, 2025
Dear Fellow Shareholders:
In 2024, IMAX improved its standing as a premier global platform for awe-inspiring experiences. Even as the entertainment industry recovered from labor strikes that temporarily halted Hollywood production, we advanced key strategic priorities – strengthening our filmmaker and studio relationships, expanding our global network, and further diversifying our content portfolio.
Notably, the market has recognized our progress – and yet, the bigger opportunity is still ahead, given the remarkable film slate scheduled for release over the next several years and our continued global network growth.
We expect 2025 to be our best year ever at the global box office. Our Chinese New Year releases have delivered more than $182 million in IMAX box office – triple the previous record — with “Ne Zha 2” earning more than $164 million in IMAX. The film is our highest grossing ever in China, our highest grossing animated release of all time, and the only movie to ever gross more than $1 billion in a single market – and it’s doubled that mark with more than $2 billion to date.
Looking ahead, 2025 boasts our biggest and most promising slate ever of Filmed for IMAX® releases – films shot with our cameras to be seen on our screens. In fact, the biggest summer IMAX blockbusters are filmed with our cameras, including “Mission: Impossible: The Final Reckoning,” Marvel’s “Thunderbolts” and “Fantastic Four,” “How to Train Your Dragon,” “F1” and “Superman.” The year concludes with “Avatar: Fire and Ash” – the follow-up to our top two highest grossing films of all time, which each earned over $250 million in IMAX.
We also continue to open our aperture and diversify our content portfolio with new events and experiences – from our presentation of the Paris Olympics Opening Ceremony in the U.S. to the League of Legends videogaming championship in China to the iconic “Queen Rock Montreal” concert worldwide.
Thanks to our leadership at the global box office, we are driving consistent network growth – installing 146 new and upgraded IMAX systems worldwide and completing agreements for another 130 systems in 2024. This includes a renewal of our partnership with our biggest global partner, China’s Wanda, as it transitioned to new ownership – our biggest system agreement in five years. With a focus on markets where we’re generating high per screen average box office, we expect to achieve or eclipse these strong levels of network growth in 2025.
In many ways, we’re just getting started. The 2026 slate looks perhaps even stronger than this year, with Christopher Nolan’s “The Odyssey,” “Avengers: Doomsday,” “The Mandalorian and Grogu,” “Toy Story 5,” and Greta Gerwig’s “Narnia,” which debuts exclusively in IMAX thanks to a groundbreaking partnership with Netflix.
I invite you to attend our 2025 Annual General Meeting of Shareholders, scheduled to be on June 11, 2025 via live audio webcast. Shareholders will be asked to vote on several proposals, details of which are set forth in the accompanying Notice of Annual General Meeting and Proxy Circular and Proxy Statement. Your vote is important, and we encourage you to ensure your shares are represented. You may vote by completing and returning the accompanying Form of Proxy. You may also vote online, by phone, or at the meeting. Please refer to the Proxy Circular and Proxy Statement for instructions and additional details.
We are focused on growing and evolving our global business, while delivering strong returns for our shareholders and I look forward to sharing our progress with you.
Sincerely,
/s/ Richard L. Gelfond
Richard Gelfond
CEO, IMAX Corporation
| IMAX Corporation902 Broadway, 20th Floor New York, New York, U.S.A. 10010 | April 25, 2025 |
|---|
NOTICE of ANNUAL GENERAL MEETING of SHAREHOLDERS
to be held on
Wednesday, June 11, 2025
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of IMAX Corporation (the “Company”) will be conducted as a virtual meeting via live audio webcast at: meetnow.global/MRW4W9N on Wednesday, June 11, 2025 at 10:00 a.m. (Eastern Time) (the “Meeting”), for the following purposes:
(1)to receive the consolidated financial statements for the fiscal year ended December 31, 2024, together with the auditors’ report thereon;
(2)to elect the ten individuals nominated to serve as directors until the close of the next annual general meeting of shareholders or until their successors are elected or appointed;
(3)to appoint auditors and authorize the directors to fix the auditors’ remuneration;
(4)to conduct an advisory vote on the compensation of the Company’s Named Executive Officers; and
(5)to transact such other business as may properly be brought before the Meeting or any adjournments thereof.
The foregoing items of business are more fully described in the Proxy Circular and Proxy Statement accompanying this Notice of Annual General Meeting of Shareholders.
Only shareholders of record as of the close of business on April 14, 2025 are entitled to notice of and to vote at the Meeting.
By Order of the Board of Directors,
/s/ Kenneth I. Weissman
KENNETH I. WEISSMAN
Deputy General Counsel & Corporate Secretary
Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, by going to meetnow.global/MRW4W9N, provided they are connected to the Internet and comply with all of the requirements set out in the Proxy Circular and Proxy Statement accompanying this Notice of Annual General Meeting of Shareholders. Responses to questions received during the Meeting will be provided in a format that is accessible by all meeting attendees. Beneficial shareholders who have not duly appointed themselves as a proxyholder will be able to attend the Meeting as guests provided they are connected to the Internet. Guests will be able to listen to the meeting, but will not be able to vote or submit questions at the Meeting.
Shareholders who wish to appoint a person other than the management nominees identified in the accompanying Form of Proxy or Voting Instruction Form (including beneficial shareholders who wish to appoint themselves to attend) must carefully follow the instructions in the accompanying Proxy Circular and Proxy Statement and on their Form of Proxy or Voting Instruction Form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Investor Services Inc., after submitting their Form of Proxy or Voting Instruction Form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving an invite code to participate and vote at the Meeting and only being able to attend as a guest.
YOUR VOTE IS IMPORTANT.
Shareholders who are unable to attend the Meeting online are requested to complete and return the accompanying Form of Proxy in the envelope provided for that purpose. Proxies must be deposited with Computershare Investor Services Inc., c/o Proxy Unit, 100 University Avenue, 8 th Floor, Toronto, Ontario, Canada, M5J 2Y1 or at the Company’s address noted above on or before 10:00 a.m. (Eastern Time) on Monday, June 9, 2025. Shareholders may also vote in advance of the Meeting by following the instructions for voting by telephone or over the Internet in the accompanying Proxy Circular and Proxy Statement.
PROXY CIRCULAR
AND
PROXY STATEMENT
IMAX CORPORATION
902 Broadway, 20 th Floor, New York, New York, U.S.A. 10010
tel: 212-821-0100
www.imax.com
Contents
| GENERAL INFORMATION | 1 |
|---|---|
| INFORMATION ON VOTING | 2 |
| VOTING IN ADVANCE OF THE MEETING | 2 |
| VOTING AT THE MEETING | 5 |
| VOTING REQUIREMENTS TO APPROVE MATTERS TO BE DISCUSSED AT THE 2025 ANNUAL GENERAL MEETING | 7 |
| PROCEDURE FOR CONSIDERING SHAREHOLDER PROPOSALS FOR OUR 2026 ANNUAL GENERAL MEETING | 7 |
| SHAREHOLDER COMMUNICATION | 8 |
| FINANCIAL STATEMENTS AND AUDITORS’ REPORT | 8 |
| MATTERS TO BE CONSIDERED AT THE 2025 ANNUAL GENERAL MEETING | 8 |
| BOARD OF DIRECTORS’ RECOMMENDATIONS FOR YOUR VOTE | 8 |
| ITEM NO. 1 - ELECTION OF DIRECTORS | 9 |
| ITEM NO. 2 - APPOINTMENT OF AUDITORS | 15 |
| REPORT OF THE AUDIT COMMITTEE | 16 |
| ITEM NO. 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY”) | 17 |
| EXECUTIVE OFFICERS | 19 |
| SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT | 23 |
| PRINCIPAL SHAREHOLDERS OF VOTING SHARES | 24 |
| COMPENSATION DISCUSSION AND ANALYSIS | 26 |
| EXECUTIVE SUMMARY AND GUIDE TO NAVIGATING THE CD&A | 26 |
| 2024 AT A GLANCE | 27 |
| SHAREHOLDER ENGAGEMENT | 28 |
| IMAX’S PAY FOR PERFORMANCE PHILOSOPHY | 29 |
| COMPENSATION GOVERNANCE | 32 |
| 2024 NEO COMPENSATION | 34 |
| ADDITIONAL INFORMATION | 39 |
| COMPENSATION COMMITTEE REPORT | 41 |
| 2024 SUMMARY COMPENSATION TABLE | 42 |
| 2024 GRANTS OF PLAN-BASED AWARDS | 44 |
| OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END | 46 |
| OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024 | 48 |
| 2024 PENSION BENEFITS | 49 |
| PAY RATIO DISCLOSURE | 50 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL | 51 |
| PAY VERSUS PERFORMANCE | 57 |
| COMPENSATION OF DIRECTORS | 60 |
| 2024 EQUITY COMPENSATION PLAN INFORMATION | 61 |
| CORPORATE GOVERNANCE | 62 |
| CORPORATE RESPONSIBILITY | 71 |
| CODE OF BUSINESS CONDUCT AND ETHICS AND INSIDER TRADING POLICY | 72 |
| POLICIES AND PRACTICES FOR GRANTING OPTION AWARDS | 72 |
| DELINQUENT SECTION 16(A) REPORTS | 73 |
| REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS | 73 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 73 |
| NON-GAAP FINANCIAL MEASURES | 75 |
| AVAILABLE INFORMATION | 77 |
| APPROVAL BY BOARD OF DIRECTORS | 77 |
(i)
Cautionary Note Regarding Forward-Looking Statements
This Proxy Circular and Proxy Statement contains forward-looking statements, including those regarding anticipated growth and trends in our businesses and markets, industry outlooks, market share, technology transitions, strategies and financial performance, our development of new products, technologies and capabilities, and other statements that are not historical fact, and actual results could differ materially. Risk factors that could cause actual results to differ are set forth in the “Risk Factors” section of, and elsewhere in, our annual report for the fiscal year ended December 31, 2024 on Form 10-K and other filings with the United States Securities and Exchange Commission. All forward-looking statements are based on management’s estimates, projections, and assumptions as of the date hereof, and the Company undertakes no obligation to update any such statements.
(ii)
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.