UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 7, 2023, the Board of Directors of IMAX Corporation (the “Company”) adopted and approved the Company’s Second Amended and Restated By-Law No. 1 (the “Amendment”), which amends and restates the Company’s Amended and Restated By-Law No. 1 (the “Previous By-Law”), effective as of such date. The Amendment updates 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 “Universal Proxy Rules”).
The Amendment provides, among other things, that a nominating shareholder must (1) limit the number of nominees to the number of directors to be elected at a meeting; (2) represent that the shareholder intends to solicit, in accordance with applicable law, proxies from holders of at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees; (3) if requested by the Company, provide any information relating to the eligibility of a proposed nominee to serve as director to the Company within five business days of such request; (4) update the required notice of nomination or proposal so that it is accurate as of the applicable shareholder meeting record date and as of ten business days prior to the applicable shareholder meeting; (5) notify the Company of any change in intent to solicit proxies within two business days and provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the applicable shareholder meeting; and (6) use a proxy card color other than white. The Amendment also incorporates ministerial, clarifying and conforming changes.
The Amendment is subject to confirmation by majority vote of the Company’s shareholders at the next annual shareholder meeting. Absent such confirmation, the Amendment will cease to be effective, and the Company will become subject to the Previous By-Law as it was in effect prior to February 7, 2023.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Second Amended and Restated By-law No. 1 of IMAX Corporation, enacted on February 7, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
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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 | ||||||
| (Registrant) | ||||||
| Date: February 10, 2023 | By: | /s/ Robert D. Lister | ||||
| Name: | Robert D. Lister | |||||
| Title: | Chief Legal Officer and Senior Executive Vice President | |||||
| By: | /s/ Kenneth I. Weissman | |||||
| Name: | Kenneth I. Weissman | |||||
| Title: | Deputy General Counsel & Corporate Secretary | |||||
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