IMAX CORP
For the period ended Jun 10, 2026. Filed Apr 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 10, 2026 · Filed Apr 24, 2026
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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 24, 2026
Dear Fellow Shareholders:
IMAX delivered the strongest performance in our history in 2025, cementing our position as a premier global platform for awe‑inspiring experiences. We achieved record global box office, market share, and revenue; further expanded our footprint across key markets; and drove strong profitability and cash flow — resulting in share price growth of 44% during the calendar year.
From the outset, we saw opportunity in a robust slate and seized upon it with strong execution — exceeding our ambitious targets by strengthening our global content portfolio and making IMAX even more indispensable to so many of the world’s greatest filmmakers and most passionate moviegoers.
From China’s “Ne Zha 2” and Japan’s “Demon Slayer: Infinity Castle” to Filmed For IMAX® Hollywood hits including “F1: The Movie” and “Mission: Impossible – The Final Reckoning,” IMAX continues to prove invaluable in launching the biggest blockbusters. We’re also expanding into new events and experiences – from live events to music, gaming, and sports – that help drive utilization of our network throughout the year.
Building on our box office momentum, we signed agreements for 166 new and upgraded IMAX theater systems with both longstanding and new exhibitor partners, including a massive agreement for 80 new and upgraded locations with AMC. We also completed 160 system installations – the high end of our projections for the year.
2026 boasts our biggest lineup of Filmed For IMAX releases ever – films shot with IMAX cameras specifically to be experienced on our screens. The slate is headlined by “The Mandalorian & Grogu,” “Narnia,” “Dune: Part Three,” and Christopher Nolan’s “The Odyssey,” the first feature shot entirely with IMAX film cameras. Hotly anticipated Hollywood films, including “Toy Story 5,” “Moana” and “Minions & Monsters,” also lie ahead alongside a robust lineup of international films.
I invite you to attend our 2026 Annual General Meeting of Shareholders, scheduled to be on June 10, 2026 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 energized by our historic success, but even more excited about the opportunity ahead to grow and deliver strong returns for our shareholders. I look forward to sharing our progress with all of 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 24, 2026 |
|---|
NOTICE of ANNUAL GENERAL MEETING of SHAREHOLDERS
to be held on
Wednesday, June 10, 2026
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/MRWK97W on Wednesday, June 10, 2026 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, 2025, 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 13, 2026 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/MRWK97W, 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 (the “Form of Proxy”) or Voting Instruction Form as their proxy (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 received by 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 8, 2026. Shareholders may also vote in advance of the Meeting on or before 10:00 a.m. (Eastern Time) on Monday, June 8, 2026 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 2026 ANNUAL GENERAL MEETING | 7 |
| PROCEDURE FOR CONSIDERING SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR OUR 2027 ANNUAL GENERAL MEETING | 7 |
| SHAREHOLDER COMMUNICATION | 8 |
| FINANCIAL STATEMENTS AND AUDITORS’ REPORT | 8 |
| MATTERS TO BE CONSIDERED AT THE 2026 ANNUAL GENERAL MEETING | 8 |
| BOARD OF DIRECTORS’ RECOMMENDATIONS FOR YOUR VOTE | 8 |
| ITEM NO. 1 - ELECTION OF THE TEN NOMINEES FOR THE BOARD OF DIRECTORS | 9 |
| ITEM NO. 2 - APPOINTMENT OF PRICEWATERHOUSECOOPER LLP AS THE COMPANY'S INDEPENDENT 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 | 24 |
| PRINCIPAL SHAREHOLDERS OF VOTING SHARES | 25 |
| COMPENSATION DISCUSSION AND ANALYSIS | 27 |
| EXECUTIVE SUMMARY AND GUIDE TO NAVIGATING THE CD&A | 27 |
| 2025 AT A GLANCE | 28 |
| SHAREHOLDER ENGAGEMENT | 29 |
| IMAX’S PAY FOR PERFORMANCE PHILOSOPHY | 30 |
| COMPENSATION GOVERNANCE | 33 |
| 2025 NEO COMPENSATION | 35 |
| ADDITIONAL INFORMATION | 40 |
| COMPENSATION COMMITTEE REPORT | 42 |
| 2025 SUMMARY COMPENSATION TABLE | 43 |
| 2025 GRANTS OF PLAN-BASED AWARDS | 45 |
| OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END | 47 |
| OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025 | 49 |
| 2025 PENSION BENEFITS | 50 |
| PAY RATIO DISCLOSURE | 51 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL | 52 |
| PAY VERSUS PERFORMANCE | 58 |
| COMPENSATION OF DIRECTORS | 61 |
| 2025 EQUITY COMPENSATION PLAN INFORMATION | 62 |
| CORPORATE GOVERNANCE | 63 |
| CORPORATE RESPONSIBILITY | 72 |
| CODE OF BUSINESS CONDUCT AND ETHICS AND INSIDER TRADING POLICY | 73 |
| POLICIES AND PRACTICES FOR GRANTING OPTION AWARDS | 73 |
| DELINQUENT SECTION 16(A) REPORTS | 74 |
| REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS | 74 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 75 |
| NON-GAAP FINANCIAL MEASURES | 76 |
| AVAILABLE INFORMATION | 79 |
| APPROVAL BY BOARD OF DIRECTORS | 79 |
(i)
Cautionary Note Regarding Forward-Looking Statements
This Proxy Circular and Proxy Statement (this “Circular”) contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 or “forward-looking information” within the meaning of Canadian securities laws. Words such as “aim,” “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “designed,” “encourage,” “estimate,” “expect,” “forthcoming,” “future,” “goal,” “intend,” “likely,” “may,” “objective,” “plan,” “potential,” “projection,” “propose,” “recommend,” “scheduled,” “seek,” “shall,” “should,” “strategy,” “will,” “wish,” “would,” or the negative thereof, and similar expressions identify forward-looking statements and forward-looking information.
These forward-looking statements and forward-looking information include, but are not limited to statements 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 and releases, technologies and capabilities; the Company’s governance, compensation, and human capital policies and the risks and benefits thereof; and other statements that are not historical fact, and actual results could differ materially. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. 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, 2025 on Form 10-K and other filings with the United States Securities and Exchange Commission (the “SEC”). Consequently, all of the forward-looking statements made in this Circular are qualified by these cautionary statements, and actual results or anticipated developments by the Company may not be realized, and even if substantially realized, may not have the expected consequences to, or effects on, the Company. The forward-looking statements herein are made only as of the date hereof and the Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Incorporation by Reference
References to websites, reports, awards, datasets, publications, or other materials prepared or maintained by third parties, IMAX’s website address and additional Company reports or information contained on the website throughout this Circular are for information purposes or to satisfy requirements of the New York Stock Exchange or the SEC and are intended to provide inactive, textual references only. The information prepared or maintained by third parties or on IMAX’s website, including the information contained in those reports, is not part of this Circular and is not incorporated by reference into this Circular.
(ii)
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.