8-K
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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

March 6, 2023

Date of report (Date of earliest event reported)

 

 

IMAX Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Canada   001-35066   98-0140269

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

2525 Speakman Drive   902 Broadway, Floor 20
Mississauga, Ontario, Canada L5K 1B1   New York, New York, USA 10010
(905) 403-6500   (212) 821-0100

(Address of principal executive offices, zip code, telephone numbers)

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:

 

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

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Shares, no par value   IMAX   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 6, 2023, the Board of Directors (the “Board”) of IMAX Corporation (the “Company”) appointed Gail Berman, the Chairman and Chief Executive Officer of The Jackal Group, and Jen Wong, the Chief Operating Officer of Reddit, Inc., as directors of the Board effective immediately, expanding the size of the Board from 8 directors to 10.

Each of Ms. Berman and Ms. Wong will receive the same compensation package provided to the Company’s other non-employee directors. Under the package, each of Ms. Berman and Ms. Wong will receive (i) an annual retainer of $50,000, (ii) an annual grant of restricted share units with an aggregate value of $125,000, which will vest on the grant date, and (iii) reimbursement for any expenses incurred in connection with participation in Board meetings. The Board has not yet assigned Ms. Berman or Ms. Wong to a committee. Neither Ms. Berman nor Ms. Wong has (i) any arrangements or understandings with any other persons pursuant to which she was selected as a director of the Board or (ii) any related party transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

On March 6, 2023, the Company issued a press release announcing the appointment of Mses. Berman and Wong to the Board, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.
  

Description

99.1    Press Release, dated March 6, 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: March 6, 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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