Imax Corporation filed SEC Form 8-K: Leadership Update
$IMAX
Industrial Machinery/Components
Consumer Discretionary
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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 17, 2025, IMAX Corporation (the “Company”) and Richard L. Gelfond, the Company’s Chief Executive Officer, entered into a third amendment (the “Amendment”) to Mr. Gelfond’s existing employment agreement with the Company dated November 8, 2016, previously amended effective January 1, 2020 and January 1, 2023. The Amendment, which is effective as of January 1, 2026, extends the term of the existing employment agreement to December 31, 2028. Mr. Gelfond will continue to receive an annual base salary of $1.2 million and be eligible to receive a target annual bonus of 100% of his base salary, which bonus is capped at 200% of his base salary.
Pursuant to the Amendment, as soon as practicable after each of January 1, 2026, 2027, and 2028, Mr. Gelfond shall be granted restricted share units having a grant date value of $3,500,000 that vest in three equal installments on each of the first three anniversaries of the date of grant (the “RSUs”) and performance stock units having a grant date value of $3,500,000 that vest based upon the achievement of certain performance criteria over a three-year performance period extending from January 1 of the year of grant to December 31 of the second year following the year of grant (the “PSUs”), in each case subject to Mr. Gelfond’s continued employment through the applicable vesting date unless the “Service Factor” provision in the Company’s Second Amended and Restated Long-Term Incentive Plan (the “LTIP”) applies. With respect to the PSUs, the number of common shares that Mr. Gelfond may receive upon settlement depends upon achievement of pre-specified performance metrics and ranges from 0% to 200% of the PSUs granted, with 60% of the PSUs eligible to performance-vest based upon the achievement of an EBITDA-based performance condition, and 40% eligible to performance-vest based upon the achievement of a relative total shareholder return performance condition.
Mr. Gelfond’s severance or compensation terms, as applicable, remain the same as those previously disclosed by the Company, except that (i) Mr. Gelfond’s right to severance upon a termination of employment by the Company without cause or by Mr. Gelfond for good reason applies to any such termination occurring prior to December 31, 2028; (ii) upon a termination of employment by the Company without cause or by Mr. Gelfond for any reason, Mr. Gelfond’s (A) unvested equity awards will, pursuant to the Service Factor under the LTIP, continue to vest in accordance with their original vesting schedules (in the case of PSUs, subject to the achievement of their original performance conditions) and (B) outstanding stock options shall remain exercisable for the duration of the original terms (provided that, in the case of a resignation by Mr. Gelfond without good reason and pursuant to the LTIP, Mr. Gelfond provides the Company with a written notice of intent to resign at least six months prior to Mr. Gelfond’s final day of employment with the Company); and (iii) if, following December 31, 2028, the Company does not offer to continue Mr. Gelfond’s employment on substantially similar terms or if Mr. Gelfond elects to retire, Mr. Gelfond’s (A) unvested equity awards will, pursuant to the Service Factor provision in the LTIP, continue to vest in accordance with their original vesting schedules (in the case of PSUs, subject to the achievement of their original performance conditions) and (B) outstanding stock options shall remain exercisable until the shorter of (1) their original term and (2) two years from the termination of the employment.
All other material terms and conditions of the existing employment agreement remain the same.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.
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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: July 17, 2025 | 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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