--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-166895" form_type: "8-K" ticker: "IMAX" cik: "0000921582" company_name: "IMAX CORP" filed_at: "2023-06-14T23:59:59+00:00" generated_at: "2026-06-14T01:43:42.600160+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # IMAX extends share-repurchase program through June 2026; shareholders reject say-on-pay ## Summary - Share-repurchase program extended 3 years to June 30, 2026; $191.5M of $400M authorization remains available. - Advisory vote on Named Executive Officer compensation did not pass: 21.8M against, 19.5M for (non-binding). - Shareholders approved LTIP amendments and confirmed bylaw updates for director nomination procedures. - All 10 director nominees were elected, each receiving at least 36.2M votes for. ## SEC filing metadata - accession: 0001193125-23-166895 - form_type: 8-K - ticker: IMAX - cik: 0000921582 - company_name: IMAX CORP - filed_at: 2023-06-14T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.02, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/921582/000119312523166895/0001193125-23-166895-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/921582/000119312523166895/d522271d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-166895 - JSON: https://secwatch.observer/filing/0001193125-23-166895.json - Plain text: https://secwatch.observer/filing/0001193125-23-166895.txt ## Key facts - Governance Changes IMAX CORP: Shareholders confirmed amendments to the Amended and Restated By-Law No. 1 to update procedural and disclosure requirements for director nominations in light of Rule 14a-19. - Change: bylaw amendment source text: At the Meeting, the Company’s shareholders confirmed amendments to the Company’s Amended and Restated By-Law No. 1 by way of repeal and replacement (as amended, the “By-Law”). The amendments update 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 “Exchange Act”). evidence_url: https://www.sec.gov/Archives/edgar/data/921582/000119312523166895/0001193125-23-166895-index.htm - Shareholder Votes IMAX CORP shareholders approved Frequency of Say-on-Pay at the 2023-06-14 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-14 source text: 4. Frequency of Say-on-Pay The shareholders recommended that the advisory vote on the NEOs’ compensation be held every year. 1 Year 2 Years 3 Years Votes Withheld/Abstained Broker Non-Votes 41,139,859 8,395 1,409,003 9,024 2,757,931 In light of the shareholders’ recommendation, the Board determined that an advisory vote on the NEOs’ compensation will be conducted every year, until the next vote on the frequency of such votes. evidence_url: https://www.sec.gov/Archives/edgar/data/921582/000119312523166895/0001193125-23-166895-index.htm - Shareholder Votes IMAX CORP shareholders rejected Named Executive Officer Compensation (Say-on-Pay) at the 2023-06-14 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2023-06-14 source text: 3. Named Executive Officer Compensation (“Say-on-Pay”) The shareholders did not approve the advisory vote on the compensation of the Company’s Named Executive Officers (the “NEOs”). Votes For Votes Against Votes Withheld/Abstained Broker Non-Votes 19,495,924 21,815,712 1,254,900 2,757,676 evidence_url: https://www.sec.gov/Archives/edgar/data/921582/000119312523166895/0001193125-23-166895-index.htm - Shareholder Votes IMAX CORP shareholders approved Confirmation of Amendments to Amended and Restated By-Law No. 1 at the 2023-06-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-14 source text: 5. Confirmation of Amendments to Amended and Restated By-Law No. 1 The shareholders confirmed the amendments to the Company’s Amended and Restated By-Law No. 1. A copy of the By-Law is attached hereto as Exhibit 3.1. Votes For Votes Against Votes Withheld/Abstained Broker Non-Votes 42,146,680 401,311 18,546 2,757,675 evidence_url: https://www.sec.gov/Archives/edgar/data/921582/000119312523166895/0001193125-23-166895-index.htm - Shareholder Votes IMAX CORP shareholders approved Appointment of Auditor at the 2023-06-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-14 source text: 2. Appointment of Auditor The shareholders approved the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors until the next annual meeting of shareholders in 2024, and shareholders authorized the directors to fix the independent auditors’ remuneration. Votes For Votes Withheld/Abstained Broker Non-Votes 44,072,239 1,251,973 0 evidence_url: https://www.sec.gov/Archives/edgar/data/921582/000119312523166895/0001193125-23-166895-index.htm - Shareholder Votes IMAX CORP shareholders approved Approval of Amendments to the LTIP at the 2023-06-14 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-14 source text: 6. Approval of Amendments to the LTIP The shareholders approved the Amendment to the LTIP. Copies of the Amendment and the LTIP are attached hereto as Exhibits 10.1 and 10.2, respectively. Votes For Votes Against Votes Withheld/Abstained Broker Non-Votes 41,058,181 1,470,078 38,277 2,757,676 evidence_url: https://www.sec.gov/Archives/edgar/data/921582/000119312523166895/0001193125-23-166895-index.htm - Shareholder Votes IMAX CORP shareholders approved Election of Directors at the 2023-06-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-14 source text: 1. Election of Directors Gail Berman, Eric A. Demirian, Kevin Douglas, Richard L. Gelfond, David W. Leebron, Michael MacMillian, Steve Pamon, Dana Settle, Darren Throop, and Jennifer Wong were elected as directors of the Company. Each director elected will hold office until the earlier of the close of the next annual meeting of shareholders in 2024, the election or appointment of his or her successor, or the date of his or her resignation or termination. Director Votes For Votes Against Broker Non-Votes Gail Berman 42,353,280 213,257 2,757,675 Eric A. Demirian 41,332,683 1,233,855 2,757,674 Kevin Douglas 36,239,051 6,325,486 2,759,675 Richard L. Gelfond 42,210,403 356,134 2,757,675 David W. Leebron 40,997,482 1,569,056 2,757,674 Michael MacMillan 42,045,377 521,161 2,757,674 Steve Pamon 37,238,776 5,327,762 2,757,674 Dana Settle 36,242,249 6,322,289 2,759,674 Darren Throop 36,252,695 6,311,842 2,759,675 Jennifer Wong 42,353,676 212,862 2,757,674 evidence_url: https://www.sec.gov/Archives/edgar/data/921582/000119312523166895/0001193125-23-166895-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.