SEC Form DEF 14A filed by Imax Corporation
$IMAX
Industrial Machinery/Components
Consumer Discretionary
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 | ||||
(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 25, 2025 | |||||
Dear Fellow Shareholders:
In 2024, IMAX improved its standing as a premier global platform for awe-inspiring experiences. Even as the entertainment industry recovered from labor strikes that temporarily halted Hollywood production, we advanced key strategic priorities – strengthening our filmmaker and studio relationships, expanding our global network, and further diversifying our content portfolio.
Notably, the market has recognized our progress – and yet, the bigger opportunity is still ahead, given the remarkable film slate scheduled for release over the next several years and our continued global network growth.
We expect 2025 to be our best year ever at the global box office. Our Chinese New Year releases have delivered more than $182 million in IMAX box office – triple the previous record — with “Ne Zha 2” earning more than $164 million in IMAX. The film is our highest grossing ever in China, our highest grossing animated release of all time, and the only movie to ever gross more than $1 billion in a single market – and it’s doubled that mark with more than $2 billion to date.
Looking ahead, 2025 boasts our biggest and most promising slate ever of Filmed for IMAX® releases – films shot with our cameras to be seen on our screens. In fact, the biggest summer IMAX blockbusters are filmed with our cameras, including “Mission: Impossible: The Final Reckoning,” Marvel’s “Thunderbolts” and “Fantastic Four,” “How to Train Your Dragon,” “F1” and “Superman.” The year concludes with “Avatar: Fire and Ash” – the follow-up to our top two highest grossing films of all time, which each earned over $250 million in IMAX.
We also continue to open our aperture and diversify our content portfolio with new events and experiences – from our presentation of the Paris Olympics Opening Ceremony in the U.S. to the League of Legends videogaming championship in China to the iconic “Queen Rock Montreal” concert worldwide.
Thanks to our leadership at the global box office, we are driving consistent network growth – installing 146 new and upgraded IMAX systems worldwide and completing agreements for another 130 systems in 2024. This includes a renewal of our partnership with our biggest global partner, China’s Wanda, as it transitioned to new ownership – our biggest system agreement in five years. With a focus on markets where we’re generating high per screen average box office, we expect to achieve or eclipse these strong levels of network growth in 2025.
In many ways, we’re just getting started. The 2026 slate looks perhaps even stronger than this year, with Christopher Nolan’s “The Odyssey,” “Avengers: Doomsday,” “The Mandalorian and Grogu,” “Toy Story 5,” and Greta Gerwig’s “Narnia,” which debuts exclusively in IMAX thanks to a groundbreaking partnership with Netflix.
I invite you to attend our 2025 Annual General Meeting of Shareholders, scheduled to be on June 11, 2025 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 focused on growing and evolving our global business, while delivering strong returns for our shareholders and I look forward to sharing our progress with you.
Sincerely,
| /s/ Richard L. Gelfond | ||
| Richard Gelfond | ||
| CEO, IMAX Corporation | ||
IMAX Corporation 902 Broadway, 20th Floor New York, New York, U.S.A. 10010 | April 25, 2025 | ||||
NOTICE of ANNUAL GENERAL MEETING of SHAREHOLDERS
to be held on
Wednesday, June 11, 2025
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/MRW4W9N on Wednesday, June 11, 2025 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, 2024, 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 14, 2025 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/MRW4W9N, 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 or Voting Instruction Form (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.
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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 deposited with Computershare Investor Services Inc., c/o Proxy Unit, 100 University Avenue, 8th 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 9, 2025. Shareholders may also vote in advance of the Meeting by following the instructions for voting by telephone or over the Internet in the accompanying Proxy Circular and Proxy Statement.
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PROXY CIRCULAR
AND
PROXY STATEMENT
IMAX CORPORATION
902 Broadway, 20th Floor, New York, New York, U.S.A. 10010
tel: 212-821-0100
www.imax.com
Contents
(i)
Cautionary Note Regarding Forward-Looking Statements
This Proxy Circular and Proxy Statement contains forward-looking statements, including those 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, technologies and capabilities, and other statements that are not historical fact, and actual results could differ materially. 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, 2024 on Form 10-K and other filings with the United States Securities and Exchange Commission. All forward-looking statements are based on management’s estimates, projections, and assumptions as of the date hereof, and the Company undertakes no obligation to update any such statements.
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IMAX Corporation
902 Broadway, 20th Floor
New York, New York, U.S.A. 10010
GENERAL INFORMATION
This Proxy Circular and Proxy Statement (the “Circular”) is furnished in connection with the solicitation by the management of IMAX Corporation (the “Company,” “we” or “us”) of proxies to be used at our Annual General Meeting of Shareholders, which will be conducted as a virtual meeting to be held via live audio webcast online at: meetnow.global/MRW4W9N on Wednesday, June 11, 2025 at 10:00 a.m. (Eastern Time) (the “Meeting”), or at any continuation, postponement or adjournment thereof.
The Notice of Annual General Meeting of Shareholders, the Circular, and the form of proxy (the “Form of Proxy”) are intended to be released on or about April 25, 2025 to holders of our common shares, no par value (the “Common Shares”).
Registered shareholders and duly appointed proxyholders who participate in the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided they are connected to the Internet and comply with all the requirements set out below under “Voting at the Meeting.” Beneficial holders who have not duly appointed themselves as proxyholders may still 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.
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be held on June 11, 2025
Pursuant to the United States Securities and Exchange Commission (the “SEC”) rules, we have elected to provide access to our proxy materials by sending you this full set of proxy materials, including a Form of Proxy or Voting Instruction Form. You are encouraged to access and review all of the important information contained in the proxy materials before submitting a proxy or voting at the Meeting.
The definitive proxy materials will also be available on the Internet at http://www.imax.com/Proxy.
Regardless of the number of Common Shares you hold, your role as a shareholder is very important, and the Board of Directors (the “Board” or the “Board of Directors”) strongly encourages you to exercise your right to vote.
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INFORMATION ON VOTING
Who Can Vote?
The Board of Directors has fixed April 14, 2025 as the record date for the Meeting. As of April 14, 2025, we had 53,742,014 Common Shares issued and outstanding. You are entitled to vote at the Meeting if you were a holder of record of Common Shares as of the close of business on April 14, 2025. You are entitled to one vote on each proposal for each Common Share you held on the record date. The holders of record of Common Shares are entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Company.
None of our shareholders has any dissenters’ or appraisal rights with respect to the matters to be voted on at the Meeting.
Difference Between a Shareholder of Record and a Beneficial Holder
If your Common Shares are registered directly in your name on a share certificate or a direct registration system statement, you are considered the shareholder of record with respect to those Common Shares. If you are a shareholder of record, you will receive a Form of Proxy for this Meeting.
If your Common Shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust, or other nominee is considered to be the shareholder of record with respect to those Common Shares. However, you are still considered the beneficial owner of those Common Shares, and your Common Shares are said to be held in “street name.” Beneficial holders generally cannot submit a proxy or vote their Common Shares directly and must instead instruct the broker, bank, trust, or other nominee on how to vote their Common Shares using the methods described below in “Voting by Beneficial Holders” on page 4.
VOTING IN ADVANCE OF THE MEETING
SHAREHOLDERS OF RECORD
The following instructions for voting before the Meeting are for shareholders of record only. If you are a beneficial holder (meaning that your Common Shares are held in “street name”), please follow your broker’s instructions on how to vote your Common Shares. See the description in “Voting by Beneficial Holders” on page 4.
Voting in Person
See below under “Voting at the Meeting” on page 5.
Voting by Proxy
If you are a shareholder of record but do not plan to attend the Meeting, you may vote by proxy. There are three ways to vote by proxy.
Mail – You may vote by completing, dating, and signing the enclosed Form of Proxy and promptly returning it, in the pre-addressed envelope provided to you, to Computershare Investor Services Inc. (“Computershare”), for receipt no later than 10:00 a.m. (Eastern Time) on Monday, June 9, 2025, or on the second to last business day prior to any postponed or adjourned meeting.
Telephone – You may vote by telephone from within the United States or Canada by calling the toll-free number shown on the Form of Proxy no later than 10:00 a.m. (Eastern Time) Monday, June 9, 2025, or on the second to last business day prior to any postponed or adjourned meeting. Please refer to the holder account number and 15-digit control number provided on the Form of Proxy.
Internet – You may vote over the Internet by following the login and voting procedures described on the Form of Proxy. Please refer to the holder account number and 15-digit control number provided on the Form of Proxy. Detailed voting instructions will then be provided via the Internet to those who have completed the login procedure. You may vote (and revoke a previous vote) over the Internet at any time until 10:00 a.m. (Eastern Time) on Monday, June 9, 2025, or on the second to last business day prior to any postponed or adjourned meeting.
The Internet voting procedure is designed to authenticate shareholders’ identities, to allow shareholders to vote their Common Shares, and to confirm that shareholders’ votes have been recorded properly. Shareholders who submit a proxy through the Internet should be aware that they may incur costs to access the Internet, such as usage charges from Internet service providers, and that these costs must be borne by the shareholder. Also, please be aware that we are not involved in the operation of the Internet voting
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procedure and cannot take responsibility for any access or Internet service interruptions that may occur or any inaccuracies or erroneous or incomplete information that may appear.
If you are using a 15-digit control number to login to the Meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot on the matters put forth at the Meeting. Your previously submitted proxies will be revoked if you vote at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not vote at the Meeting.
What is a Proxy?
A proxy is a document that authorizes another person to attend the Meeting and cast votes on behalf of a shareholder of record at the Meeting. If you are a shareholder of record, you can use the accompanying Form of Proxy. You may also use any other legal form of proxy.
How do you Appoint a Proxyholder?
Your proxyholder is the person you appoint to cast your votes for you at the Meeting. The persons named in the enclosed Form of Proxy are directors and officers of the Company. You have the right to appoint one of the persons designated as proxyholders in the accompanying Form of Proxy. In the alternative, you have the right to appoint any other person, who need not be a shareholder of the Company, to attend and act on your behalf at the Meeting, and such right may be exercised by inserting such person’s name in the blank space provided in the enclosed Form of Proxy or by completing another proper form of proxy. The additional registration step outlined below under “Voting at the Meeting” must also be followed.
Your proxy authorizes the proxyholder to vote and otherwise act for you at the Meeting, including any continuation of the Meeting if it is adjourned.
How will a Proxyholder Vote?
If you mark on the proxy how you want to vote on a particular issue (by checking FOR, AGAINST, WITHHOLD, or ABSTAIN), your proxyholder must cast your votes as instructed. If you vote “WITHHOLD” on the proxy it is the equivalent to voting “ABSTAIN,” and you will be abstaining from voting, though you will be treated as present for the purposes of determining a quorum.
The person appointed as proxyholder has discretionary authority and may vote the Common Shares represented thereby as such person considers best with respect to amendments or variations to matters identified in the Notice of Annual General Meeting, and with respect to any other matter that may properly come before the Meeting. As of the date of this Circular, we are not aware of any such amendment, variation, or other matter proposed or likely to come before the Meeting. If any amendments are proposed to these matters, or if any other matters properly arise at the Meeting, your proxyholder can generally vote your Common Shares as the proxyholder sees fit.
If you do NOT mark on the proxy how you intend to vote on a particular matter, your proxyholder is entitled to vote your Common Shares as the proxyholder sees fit. If your proxy does not specify how you intend to vote on any particular matter, and if you have authorized a director or officer of the Company to act as your proxyholder, your Common Shares will be voted at the Meeting as follows:
•FOR the election of the ten nominees for the Board of Directors named in this Circular as directors;
•FOR the appointment of PricewaterhouseCoopers LLP as our independent auditors and authorizing the directors to fix the auditors’ remuneration; and
•FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers.
For more information about these matters, please see “Item No. 1 - Election of Directors” on page 9, “Item No. 2 - Appointment of Auditors” on page 15, and “Item No. 3 – Advisory Vote on Named Executive Officer Compensation” on page 17.
How do you Revoke your Proxy?
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before the Meeting by depositing an instrument in writing (including another proxy) executed by the shareholder or the shareholder’s attorney authorized in writing: (i) at IMAX Corporation at 2525 Speakman Drive, Mississauga, Ontario, Canada L5K 1B1, Attention: Corporate Secretary, at any time up to and including 10:00 a.m. (Eastern Time) on the last business day prior to the date of the Meeting or any adjournment or postponement thereof; or (ii) in any other manner permitted by law. If you revoke your proxy and do not replace it with another form of proxy that has been properly deposited, you may still vote Common Shares registered in your name at the Meeting.
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If you are using a 15-digit control number to login to the Meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot on the matters put forth at the Meeting. Your previously submitted proxies will be revoked if you vote at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not vote at the Meeting.
Confidentiality of Voting
Computershare counts and tabulates proxies in a manner that preserves the confidentiality of your votes. Proxies will not be submitted to management unless:
•there is a proxy contest;
•the proxy contains comments clearly intended for management; or
•it is necessary to determine a proxy’s validity or to enable management and/or the Board to meet their legal obligations to shareholders or to discharge their legal duties to the Company.
Solicitation of Proxies
While we intend to solicit most proxies by mail, some proxies may be solicited by telephone or other personal contact by our directors, officers, or employees. Directors, officers, and employees will not receive any additional compensation for such activity. We will, upon request, pay brokers and certain other persons who hold our Common Shares for others their reasonable expenses for sending proxy materials to the beneficial owners of our Common Shares. The cost of solicitation will be borne by us. While we have chosen not to engage the services of a proxy solicitor to aid in the solicitation of proxies and verify records relating to the solicitation at this time, should we decide to do so, we will bear all costs of such solicitation.
VOTING BY BENEFICIAL HOLDERS
For beneficial holders of our Common Shares, copies of this solicitation have been distributed to your broker, bank, or other intermediary who are required to deliver them to, and seek voting instructions from, beneficial holders (meaning shareholders who hold Common Shares in “street name”). Intermediaries often use a service company such as Broadridge Investor Communications (“Broadridge”) to forward meeting materials to beneficial holders. If you are a beneficial holder, you can vote your Common Shares at the Meeting through your intermediary by following the instructions your intermediary provides to you. As a beneficial holder, while you are invited to attend the Meeting, you will not be entitled to vote at the Meeting unless you make the necessary arrangements with your intermediary to do so, in addition, if applicable, to following the procedures set out below under “Voting at the Meeting” on page 5.
For the purposes of Canadian securities laws, beneficial holders fall into two categories – those who object to their identity being made known to the issuers of securities which they own (“OBOs”) and those who do not object to their identity being made known to the issuers of the securities they own (“NOBOs”). Subject to the provisions of Canadian National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, issuers may request and obtain a list of their NOBOs from intermediaries and may use the NOBO list in connection with any matters relating to the affairs of the issuer, including the distribution of proxy-related materials directly to NOBOs. We are not sending Meeting materials directly to NOBOs; instead, we use and pay intermediaries and agents to send the Meeting materials.
Voting Through an Intermediary
As a beneficial holder, you will be given a Voting Instruction Form by your intermediary, which must be submitted in accordance with the instructions provided by the intermediary. You must follow the intermediary’s instructions (which allow the completion of the Voting Instruction Form by mail, telephone, or Internet). Occasionally, as a beneficial holder you may be given a form of proxy that has been signed by the intermediary and which is restricted to the number of Common Shares owned by you as the beneficial holder but that is otherwise not completed. This form of proxy does not need to be signed by you. In this case, you can complete the form of proxy and vote by following the instructions provided by the intermediary.
Mail – You may vote by completing, dating, and signing the Voting Instruction Form and promptly returning it in the pre-addressed envelope provided to you for receipt by no later than 10:00 a.m. (Eastern Time) on Friday, June 6, 2025, or on the third to last business day prior to any postponed or adjourned meeting.
Telephone – You may vote by telephone from within the United States or Canada by calling the toll-free number shown on the Voting Instruction Form no later than 10:00 a.m. (Eastern Time) on Friday, June 6, 2025, or on the third to last business day prior to any postponed or adjourned meeting. Please refer to the 16-digit control number provided on the Voting Instruction Form.
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Internet – If your intermediary is registered with Broadridge, you may vote over the Internet by following the login and voting instructions on your Voting Instruction Form no later than 10:00 a.m. (Eastern Time) on Friday, June 6, 2025, or on the third to last business day prior to any postponed or adjourned meeting. Please refer to the 16-digit control number provided on the Voting Instruction Form.
U.S. Householding
Some brokers, banks, or other intermediaries may participate in the practice of “householding” proxy circulars and annual reports. This means that only one copy of the Circular and the annual report may have been sent to multiple shareholders in the same household. Each shareholder will continue to receive a separate Voting Instruction Form. We will promptly deliver a separate copy of the Circular or the annual report to you if you request one by writing or calling as follows: IMAX Corporation, 902 Broadway, Floor 20, New York, New York, USA 10010, Attention: Investor Relations, 212-821-0154. If you would like to receive separate copies of the proxy circular and proxy statement and the annual report in the future, or if you are receiving multiple copies and want to receive only one copy for your household, you should contact your intermediary.
Information for U.S. Beneficial Holders
If you are a United States (“U.S.”) beneficial holder with an intermediary, you must instruct your U.S. intermediary how to vote your Common Shares. If you do not provide voting instructions, your Common Shares will not be voted on any proposal on which the U.S. intermediary does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your Common Shares as being present at the Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required.
If you do not mark on the Voting Instruction Form how you intend to vote on a particular matter, your broker is entitled to vote your Common Shares as the broker sees fit with respect to “routine” matters such as the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors. However, your intermediary does not have discretionary authority to vote on the election of the nominees for the Board named in this Circular as directors, on the advisory vote on Named Executive Officer compensation, or with respect to other matters which may properly be brought before the Meeting, if your proxy does not specify how you intend to vote on those particular matters. Accordingly, if you are a U.S. beneficial holder, it is particularly important that you instruct your U.S. intermediary how you wish to vote your Common Shares on each matter.
VOTING AT THE MEETING
General
Shareholders of record may vote at the Meeting by completing a ballot online during the Meeting, as further described below under “How Do I Attend and Participate at the Meeting?” on page 6.
Beneficial holders who have not duly appointed themselves as proxyholder and do not have a 15-digit control number or an invite code will not be able to vote or submit questions at the Meeting but will be able to listen to the Meeting. This is because the Company and Computershare do not have a record of the beneficial holders, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder.
If you are a beneficial holder and wish to vote at the Meeting, please follow the instructions set forth in “Appointment of a Beneficial Holder or a Third Party as Proxy” and “How Do I Attend and Participate at the Meeting?” below.
Appointment of a Beneficial Holder or a Third Party as Proxy
The following applies to shareholders who wish to appoint someone as their proxyholder other than the management nominees named in the Form of Proxy or Voting Instruction Form. This includes beneficial holders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.
Shareholders who wish to appoint someone other than the management nominees as their proxyholder to attend and participate at the Meeting as their proxy and vote their Common Shares MUST submit their Form of Proxy or Voting Instruction Form, as applicable, appointing that person as proxyholder prior to registering their proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your Form of Proxy or Voting Instruction Form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an invite code to participate in the Meeting and only being able to attend as a guest.
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Step 1: Submit your Form of Proxy or Voting Instruction Form
To appoint someone other than the management nominees as proxyholder, insert that person’s name in the blank space provided in the Form of Proxy or Voting Instruction Form (if permitted) and follow the instructions for submitting such Form of Proxy or Voting Instruction Form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your Form of Proxy or Voting Instruction Form.
If you are a beneficial holder and wish to vote at the Meeting, you have to insert your own name in the space provided on the Voting Instruction Form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described below in “Step 2: Register your proxyholder.” By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading “How Do I Attend and Participate at the Meeting?”.
If you are a U.S. beneficial holder, to attend and vote at the Meeting, you must first obtain a valid legal proxy from your broker, bank, or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.
Step 2: Register your proxyholder
To register a third party proxyholder, shareholders must visit http://www.computershare.com/IMAX by 10:00 a.m. (Eastern Time) on Friday, June 6, 2025 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with an invite code via email to participate in the Meeting. Without an invite code, proxyholders will not be able to vote at the Meeting and will only be able to attend as a guest.
If you are a U.S. beneficial holder, after first obtaining a valid legal proxy from your broker, bank, or other agent, you must submit a copy of your legal proxy to Computershare in order to register to attend the meeting. Requests for registration should be directed by mail to the attention of Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or by email at [email protected]. Requests for registration must be labeled as “Legal Proxy” and be received no later than Friday, June 6, 2025 by 10:00 a.m. (Eastern Time). You will receive a confirmation of your registration by email after Computershare receives your registration materials. In addition, you are required to register your appointment at https://www.computershare.com/IMAX by 10:00 a.m. (Eastern Time) on Friday, June 6, 2025 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with an invite code via email to participate in the Meeting. Without an invite code, proxyholders will not be able to vote at the Meeting and will only be able to attend as a guest.
How Do I Attend and Participate at the Meeting?
The Company is holding the Meeting in a virtual-only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person.
Attending the Meeting online enables shareholders of record and duly appointed proxyholders, including beneficial holders who have duly appointed themselves as proxyholder, to vote at the Meeting and ask questions at the appropriate times during the Meeting, all in real time. In order to participate online, shareholders must have a valid 15-digit control number and duly appointed proxyholders must have received an email from Computershare containing an invite code. A shareholder of record or a duly appointed proxyholder will appear on a list of proxyholders prepared by Computershare, who is appointed to review and tabulate proxies for this Meeting. To be able to vote their shares at the Meeting, each shareholder of record or duly appointed proxyholder will be required to enter their 15-digit control number or invite code provided by Computershare at meetnow.global/MRW4W9N prior to the start of the Meeting.
Log in online at: meetnow.global/MRW4W9N on your smartphone, tablet, or computer. You will need the latest version of Chrome, Safari, Edge, or Firefox (note: Internet Explorer is not a supported browser). We recommend that you log in at least 15 minutes before the Meeting starts.
If you are a shareholder of record, click “Shareholder” and then enter your 15-digit control number, which is the control number located on your Form of Proxy or in the email notification you received from Computershare.
OR
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If you are a duly appointed proxyholder click “Invitation” and then enter the invite code that was provided to you by Computershare. In order to be a duly appointed proxyholder, the proxyholder must be registered as described in “Appointment of a Beneficial Holder or a Third Party as Proxy” above.
If you are a beneficial holder and have not appointed yourself as a proxyholder (as described above), click “Guest” and then complete the online form. Guests can listen to the Meeting but are not able to vote or submit questions.
If you attend the Meeting, it is important that you are connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures outlined above.
If you are using a 15-digit control number to login to the Meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot on the matters put forth at the Meeting. Your previously submitted proxies will be revoked if you vote at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not vote at the Meeting. Responses to questions received during the Meeting will be provided in a format that is accessible by all Meeting attendees.
VOTING REQUIREMENTS TO APPROVE MATTERS TO BE DISCUSSED AT THE 2025 ANNUAL GENERAL MEETING
| Item No. | Vote Required | Broker Discretionary Voting Allowed | ||||||
1.Election of the Ten Nominees for the Board of Directors | Majority of Votes Cast at the Meeting | No | ||||||
2.Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditors | Majority of Votes Cast at the Meeting | Yes | ||||||
3.Advisory Vote on Named Executive Officer Compensation | Majority of Votes Cast at the Meeting | No | ||||||
Withheld/Abstentions or broker non-votes are counted for purposes of establishing a quorum, but they are not counted as votes cast for or against a proposal.
Quorum
The Meeting requires a quorum, which for the purposes of the Meeting means:
•at least two persons present or connected by means of a telephonic, electronic, or other communication facility that permits all participants to communicate adequately with each other during the Meeting, each being a shareholder entitled to vote at the Meeting or a duly appointed proxyholder for a shareholder; and
•persons owning or representing by proxy not less than 33⅓% of the total number of Common Shares entitled to vote at the Meeting.
As of April 14, 2025, we had 53,742,014 Common Shares issued and outstanding, each carrying the right to one vote at all meetings of our shareholders.
PROCEDURE FOR CONSIDERING SHAREHOLDER PROPOSALS FOR OUR 2026 ANNUAL GENERAL MEETING
IMAX is subject to both the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act"), and the provisions of the Canada Business Corporations Act (“CBCA”) with respect to shareholder proposals. As clearly indicated under the CBCA and the rules of the SEC promulgated under the Exchange Act, simply submitting a shareholder proposal does not guarantee its inclusion in the proxy materials.
Shareholders who, in accordance with Rule 14a-8 of the Exchange Act, wish to present proposals for inclusion in the proxy materials to be distributed by us in connection with our 2026 Annual General Meeting of Shareholders must submit their proposals to the Corporate Secretary of the Company by December 26, 2025, and must otherwise comply with the requirements of Rule 14a-8. Under the CBCA, shareholders who wish to present proposals for inclusion in the proxy materials to be distributed by the Company in connection with our 2026 Annual General Meeting must submit their proposals between January 12, 2026 and March 13, 2026, and must otherwise comply with the requirements of the CBCA. A proposal submitted to the Corporate Secretary should be submitted in writing to IMAX Corporation, 2525 Speakman Drive, Mississauga, Ontario, Canada L5K 1B1, Attention: Corporate Secretary.
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A shareholder wishing to nominate an individual to be a director, other than pursuant to a shareholder proposal, is required to comply with the advance notice procedures set forth in the Second Amended and Restated By-Law No. 1 of the Company. See “Nomination Process” on page 65.
SHAREHOLDER COMMUNICATION
Shareholders or other interested parties wishing to communicate with the Board, or any individual director, may do so by sending a written communication to IMAX Corporation, 902 Broadway, Floor 20, New York, New York, USA 10010, addressed to the Board or any individual director, Attention: Corporate Secretary. The Secretary forwards all such communications to the Board.
FINANCIAL STATEMENTS AND AUDITORS’ REPORT
The Board will submit to the shareholders at the Meeting the consolidated financial statements for the fiscal year ended December 31, 2024 and the auditors’ report thereon. A copy of these financial statements and the auditors’ report are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”), which is being mailed to our shareholders together with this Circular.
MATTERS TO BE CONSIDERED AT THE 2025 ANNUAL GENERAL MEETING
BOARD OF DIRECTORS’ RECOMMENDATIONS FOR YOUR VOTE
The following is a summary of matters to be considered at the Meeting together with the Board of Directors’ unanimous recommendations for your votes:
Item No. | Board Recommendation | ||||
1.Election of the Ten Nominees for the Board of Directors | FOR | ||||
2.Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditors | FOR | ||||
3.Advisory Vote on Named Executive Officer Compensation | FOR | ||||
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Item No. 1 - ELECTION OF DIRECTORS | ||
Our Corporate Governance Guidelines provide that the Board of Directors may be comprised a minimum of one and a maximum of 15 directors, with the actual number determined from time to time by resolution of the Board of Directors. As of the date of this Circular, the size of the Board of Directors has been set at ten directors.
The Board of Directors is currently composed of Gail Berman, Eric A. Demirian, Kevin Douglas, Richard L. Gelfond, David W. Leebron, Michael MacMillan, Steve Pamon, Dana Settle, Darren Throop, and Jennifer Wong. The term of each director will expire at the close of the Meeting. Upon the recommendation of the Governance Committee, our Board of Directors has nominated the ten individuals identified on the following pages 10-14 for election at the Meeting. All of the nominees are currently serving as our directors. Shareholders are not permitted to vote for more than ten nominees.
Nominees for Election
At the Meeting, shareholders will be asked to approve the election of directors by ordinary resolution, which requires that a majority of the votes cast at the Meeting be in favor of the resolution. Shareholders will be allowed to vote “for” or “against” each nominee for the Board of Directors and, each nominee will be elected only if the number of votes cast in their favor represents a majority of the votes cast for and against them at the Meeting. The CBCA provides for a transitional period for any incumbent director who is not re-elected at the Meeting as a result of not receiving a majority of the votes in his or her favor, which permits such director to continue in office until the earlier of: (a) the 90th day after the day of the election; and (b) the day on which a successor is appointed or elected.
In the absence of any instruction on the accompanying Form of Proxy, it is the intention of the persons named by management in the Form of Proxy to vote the Common Shares represented by the proxy in favor of the resolution. If any of the nominees is for any reason unable to serve as a director, proxies in favor of management will be voted for another nominee in their discretion.
The Board of Directors recommends a vote FOR the election of each of these nominees as directors.
The nominees for election as directors have indicated to us that they will serve if elected. Each director elected will hold office until the earlier of the close of the 2026 Annual General Meeting of Shareholders, until his or her successor is elected or appointed, or until the date of his or her resignation or termination.
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The following section lists certain information concerning the persons to be nominated for election to our Board of Directors.
Nominees for Election as Directors for the Term Expiring in 2026
 RICHARD L. GELFOND Director (since March 1994) and Chief Executive Officer Age: 69 New York, New York, U.S.A. | Richard Gelfond has been sole Chief Executive Officer of the Company since April 2009. Mr. Gelfond served as Co-Chairman of the Company from June 1999 to March 2009 and served as Co-Chief Executive Officer from May 1996 to March 2009. From March 1994 to June 1999, Mr. Gelfond served as Vice Chairman of the Company. Mr. Gelfond has also been the Chairman and Non-Executive Director of the Company’s subsidiary, IMAX China Holding, Inc. (“IMAX China”), since May 2015, and has been a director of IMAX China since 2010. Mr. Gelfond serves as chairman of the board of trustees of the Stony Brook Foundation, Inc., which is affiliated with Stony Brook University. He is also a member of the Academy of Motion Picture Arts and Sciences. Mr. Gelfond serves on the International Advisory Board of the Turkana Basin Institute, a non-profit initiative focusing on field research in the Lake Turkana Basin of Kenya. Mr. Gelfond served as the chairman of the Columbia Shuttle Memorial Trust Steering Committee, which was established in co-operation with NASA to support the families of the seven crew members of the STS-107 mission of the Space Shuttle Columbia, which came to a tragic end on February 1, 2003. | ||||
Key Skills and Experience: Mr. Gelfond’s long service as Chief Executive Officer of the Company, as well as his marketing, financial, legal, and capital markets expertise, combined with his extensive knowledge of the business, operations, and domestic and international markets of the Company and his formidable relationships with studios, exhibitors, directors, talent, and other partners and stakeholders of the Company, are valuable assets to the Board. | |||||
 DARREN THROOP Chairman of the Board (since June 2021) and Director (since June 2015) Age: 60 Toronto, Ontario, Canada | Darren Throop has over 20 years of executive management experience in the entertainment industry. In 1991, he founded Urban Sound Exchange, a music retail chain, which later expanded into music distribution. In 2001, he became the chief executive officer of ROW Entertainment, which went public in 2003 and was rebranded as Entertainment One (“eOne”). From 2003 to 2022, Mr. Throop served as the president and chief executive officer of eOne. Under Mr. Throop’s leadership, eOne grew into a powerhouse in film, television, and music, fueled by key acquisitions and partnerships. In 2007, he orchestrated the company’s listing on London’s Alternative Investment Market, securing funding for further expansion. In 2019, he led the $4 billion sale of eOne to Hasbro, serving as an executive officer of Hasbro until 2022. He served on eOne’s board of directors from 2003 to 2020. Currently, he directs a global music rights investment fund, continuing his commitment to content ownership. Mr. Throop is a dedicated philanthropist and has received numerous accolades, including the induction into the Canadian Music Industry Hall of Fame (2015) and the appointment as a Member of the Order of Canada (2019). He is a member of both the Academy of Motion Picture Arts and Sciences and The Television Academy. | ||||
Key Skills and Experience: Mr. Throop’s experience in the growth of an entrepreneurial and international entertainment and content brand company engaged in television, film and music production, distribution, merchandising, and licensing further strengthens the Board’s expertise in these areas. | |||||
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 GAIL BERMAN Director (since March 2023) Age: 68 Pacific Palisades, California, U.S.A. Committee Memberships: Compensation Committee | Gail Berman founded The Jackal Group, a content production studio creating scripted and unscripted television, feature films, and commercial theatre, in 2014 and has been the chairman and the chief executive officer of The Jackal Group from 2014 to 2018 and from 2020 to present. From 2019 to 2020, Ms. Berman served as the chairperson and chief executive officer of Sidecar Content Accelerator, an in-house production studio for Fox Entertainment. Ms. Berman also co-founded BermanBraun, a media company, in 2014. Her previous positions include President of Paramount Pictures (2005-2007), Entertainment President of Fox Broadcasting (2000-2005), and President of Regency Television (1998-2000). Ms. Berman serves on the board of the Center Theatre Group, a Los Angeles’ non-profit theatre company, and as President of the Producers Guild of America. She is a member of the Academy of Motion Picture Arts and Sciences and the Television Academy. | ||||
Key Skills and Experience: Ms. Berman’s extensive experience in the entertainment industry and the operation of an entrepreneurial content production company further strengthens the Board’s expertise in these areas and brings a valuable perspective to the Company’s curation of alternative content and live experiences. | |||||
 ERIC A. DEMIRIAN Director (since September 2010) Age: 66 Toronto, Ontario, Canada Committee Memberships: Audit Committee (Chair) | Eric Demirian has been the president of Parklea Capital Inc., a boutique financial advisory and strategy firm, since 2003, and is the president of Demicap Inc., a private investment firm. Prior to Mr. Demirian’s position at Parklea Capital, he held the position of an executive vice president of Group Telecom, Inc. from 2000 to 2003. Mr. Demirian’s previous positions include partner and head of Information and Communication Practice at PricewaterhouseCoopers (1983 - 2000). Mr. Demirian serves as the non-executive chair of the board of Descartes Systems Group and a director of Calian Group Ltd. He has previously served on the boards of numerous public (Enghouse Systems Ltd. from 2004 to March 2025) and private companies, as a member of the Advisory Council for the School of Accounting & Finance at Ted Rogers School of Management at Ryerson University (renamed Toronto Metropolitan University in 2022), advisor to the Accounting Standards Board of CPA (Canada), and as the director and treasurer for the Parkinson Foundation of Canada. He is a chartered professional accountant, certified general accountant, and a chartered accountant. He holds a bachelor of business management from Toronto Metropolitan University. | ||||
Key Skills and Experience: Mr. Demirian’s accounting experience combined with his substantial business and transactional experience makes him well suited to assist the Board in its assessment of financial and accounting matters. With his strong financial background, Mr. Demirian meets the SEC definition of an audit committee financial expert. | |||||
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 KEVIN DOUGLAS Director (since October 2016) Age: 62 Greenbrae, California, U.S.A. Committee Memberships: Compensation Committee (Chair) | Kevin Douglas has been the chairman and founder of Douglas Telecommunications, a family investment office through which Mr. Douglas manages the Douglas family investment portfolio, since 1995. Prior to Douglas Telecommunications, he was the chairman of the board at Rural Cellular Management Corporation. Mr. Douglas has served on the board of Quantum Fuel Systems, LLC, since 2018. Mr. Douglas also has served on the board of KSR International Co. since 1985 and was formerly on the board of Stamps.com from 2003 to 2009. Mr. Douglas is IMAX Corporation’s largest individual investor and has been a shareholder since 2007. In 2014, the Company partnered with Mr. Douglas and his spouse, Michelle Douglas, to donate an IMAX® theatre to the University of Southern California’s School of Cinematic Arts. The Michelle and Kevin Douglas IMAX Theatre and Immersive Media Lab serves as a research and teaching facility for students to learn IMAX filmmaking as well as other immersive entertainment experiences. | ||||
Key Skills and Experience: Mr. Douglas’ long association with the Company has given him a broad understanding of the Company’s business, its products, and the markets in which it operates. Mr. Douglas’ investment and business experience with technology and other companies, together with his expertise in identifying new opportunities for investment and growth, are valuable resources for the Board. | |||||
 DAVID W. LEEBRON Director (since September 2003) Age: 70 Houston, Texas, U.S.A. Committee Memberships: Governance Committee (Chair) Audit Committee | David Leebron has served as University Professor and President Emeritus at Rice University since July 2022. Previous to that, he served as President of Rice University from July 2004 to June 2022. In the fall of 2022, he was a visiting professor at Columbia Law School and Harvard Law School. In February 2024, Mr. Leebron was named the president and chief executive officer of Texas 2036, a non-partisan policy institute. Prior to July 2004, Mr. Leebron held the position of Dean of Columbia Law School from 1996 to 2004 and Professor of Law from 1989 to 1996. Mr. Leebron is on the Council on Foreign Relations and is a member of the American Academy of Arts and Sciences. He served as the chair of the Association of American Universities (AAU) from 2016 to 2017. He currently serves on the boards of the Universities Research Association and Fulbright Canada. | ||||
Key Skills and Experience: Mr. Leebron brings his broad legal experience, leadership, strategic, and management skills as former President of Rice University and former Dean of Columbia Law School to the Board, which make him well suited to assess legal risks and other challenges faced by the Company, as well as to apply his experience to governance issues faced by the Company and the Board. | |||||
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 MICHAEL MACMILLAN Director (since June 2013) Age: 68 Toronto, Ontario, Canada Committee Memberships: Audit Committee Governance Committee | Michael MacMillan is the chief executive officer of Blue Ant Media, a Canadian-based media company, which he co-founded in 2011. Blue Ant is a producer, distributor, and broadcaster with active operations in Toronto, Los Angeles, London, and elsewhere internationally. Mr. MacMillan was the chairman and/or the chief executive officer of Alliance Atlantis Communications from 1998 to 2007. Mr. MacMillan co-founded Atlantis Films Limited in 1978, which acquired Alliance Communications in a reverse takeover in 1998 and subsequently became Alliance Atlantis Communications. Mr. MacMillan retired from Alliance Atlantis Communications in 2007 after selling the company to Canwest Communications and Goldman Sachs. In 2007, he co-founded Samara, a charity that works to strengthen political engagement in Canada through innovative research and educational programs, and serves as Chair. Mr. MacMillan is the co-founder and co-owner of Closson Chase, a vineyard and winery in Prince Edward County, Ontario, Canada. A member of the Order of Canada, Mr. MacMillan has volunteered with numerous community and industry organizations over many years. | ||||
Key Skills and Experience: Mr. MacMillan’s extensive experience in the entertainment industry as well as his ownership interests in various private companies and involvement with charitable organizations gives him a broad expertise in film and television production, digital publishing and other media, thus bringing additional expertise to the Board in these areas. | |||||
 STEVE R. PAMON Director (since June 2021) Age: 54 South Orange, New Jersey, U.S.A. Committee Memberships: Compensation Committee Governance Committee | Steve Pamon is the president of VERZUZ, a digital media production company co-founded by GRAMMY® award-winning producers Swizz Beatz and Timbaland. His leadership spans talent, programming, production, finance, business affairs, and strategic partnerships. Prior to his role at VERZUZ, Mr. Pamon served as the president and the chief operating officer of Parkwood Entertainment, global entertainer Beyoncé's multifaceted enterprise, encompassing oversight of music, touring, artist management, business ventures, and TV/film production. During his time leading Parkwood Entertainment, the team achieved a historic level of critical and commercial success, as evident in the Super Bowl 50 Halftime Show, “Lemonade” visual album, the “Formation World Tour,” “Homecoming”/Coachella Music Festival performance, “On the Run II” world tour, “Everything is Love” album, Global Citizen Africa festival, Adidas/Ivy Park products, and Disney's “Black Is King” movie, among many others. In addition, his team managed the careers of Grammy nominated musicians/actresses Chloe x Halle. Prior to Mr. Pamon’s position at Parkwood Entertainment, he served as Head of Sports and Entertainment Marketing for JPMorgan Chase from 2011 to 2015 and was the vice president of strategy and new Business development for the National Football League from 2008 to 2011. Mr. Pamon’s career journey also includes executive leadership and operating roles with HBO and Time Warner from 2001 to 2008 and McKinsey & Company from 1995 to 2000. In addition to his executive roles, Mr. Pamon holds positions on the board of Herschend Family Entertainment (home to Dollywood® Parks & Resorts, Silver Dollar City® Attractions, Adventure Aquarium®, and the Harlem Globetrotters), and New York Road Runners (organizers of The New York City Marathon). His past board service included a seat on the board of World Wrestling Entertainment (“WWE”) from 2020 through 2024; his tenure culminated in a historic $21 billion merger with UFC/Endeavor, becoming one of the largest transactions in sports history. | ||||
Key Skills and Experience: Mr. Pamon’s deep relationships with the creative community, as well as his broad experience as a senior executive within some of the leading players in media and entertainment, provides a valuable perspective to the Board as it evaluates new product and service opportunities. He also has experience in management consulting and investment banking, which further strengthens the Board in the areas of corporate strategy and financial matters. | |||||
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 DANA SETTLE Director (since July 2015) Age: 52 Los Angeles, California, U.S.A. Committee Memberships: Compensation Committee Governance Committee | Dana Settle is a co-founder and managing partner at Greycroft, a venture capital firm, a position she has held since 2006. As a member of Greycroft’s management committee, she is responsible for the firm’s operations, investment strategy, and vision. Ms. Settle is on the investment committee for all Greycroft funds and has been involved in all phases of Greycroft’s growth. Ms. Settle’s active investments include Acorns, Anine Bing, Avaline, Citizen, Goop, HamsaPay, Happiest Baby, Mayk.it, Merit Beauty, MNTN, Rembrand, Seed Health, Stability.ai, Thrive Market, and Versed. Her notable exits include Bumble (IPO), Maker Studios (acquired by Disney), Pulse (acquired by LinkedIn), The RealReal (IPO), Trunk Club (acquired by Nordstrom), and WideOrbit (interest sold to company management). Ms. Settle is on the board of directors of National Venture Capital Association. She is a founding member of the non-profit Baby2Baby and the female mentorship collective, All Raise. Prior to Greycroft, Ms. Settle spent several years as a venture capitalist and advisor to startups in the Bay Area, including six years at Mayfield, and in investment banking at Lehman Brothers. Ms. Settle holds a bachelor of arts in Finance and International Studies from the University of Washington and a master of business administration (“M.B.A.”) from Harvard Business School. | ||||
Key Skills and Experience: Ms. Settle’s extensive experience in the private equity markets, as well as her board positions and ownership interests in various digital and other start-up companies, gives her a broad expertise in emerging technology and media markets which is beneficial to the Board, particularly as it examines new growth opportunities. Ms. Settle also has experience in business development and investment banking, which is relevant to the Board’s oversight of the Company’s financial matters. | |||||
 JENNIFER WONG Director (since March 2023) Age: 50 New York, New York, U.S.A. Committee Memberships: Audit Committee | Jennifer Wong has served as the chief operating officer of Reddit, Inc., a social news aggregation, content rating, and forum social network, since April 2018. Prior to April 2018, Ms. Wong was the president of Digital and chief operating officer of Time Inc. from January 2016 to February 2018. She was the chief business officer of POPSUGAR from September 2011 to December 2015. Ms. Wong currently serves on the boards of Discover Financial Services and Marfeel. She has a bachelor of science in Applied Mathematics from Yale University, M.B.A from Harvard Business School, and master of science in Engineering Economic Systems and Operations Research from Stanford University. | ||||
Key Skills and Experience: Ms. Wong’s extensive experience in digital media, technology, building global businesses, and marketing, as well as her role as chief operating executive in various companies, brings valuable perspective to the Board as the Company evaluates its short-term and long-term operations and explores new business initiatives, particularly in the digital sphere. | |||||
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Item No. 2 - APPOINTMENT OF AUDITORS | ||
At the Meeting, shareholders will be asked to approve the appointment of PricewaterhouseCoopers LLP, Chartered Accountants (“PwC”), as our independent auditors, until the close of the next annual general meeting of shareholders at a remuneration rate to be fixed by the Board of Directors.
Shareholders will be asked to approve the appointment by ordinary resolution, which requires that a majority of the votes cast at the Meeting be in favor of the resolution. In the absence of any instruction on the accompanying Form of Proxy, it is the intention of the persons named by management in the Form of Proxy to vote the Common Shares represented by the Form of Proxy in favor of the resolution. Voting “WITHHOLD” is the equivalent to voting “ABSTAIN.”
Representatives of PwC are expected to participate in the Meeting online and to be available to respond to appropriate questions and to make a statement if they desire to do so.
PwC are our principal independent accountants. PwC have been our auditors for more than five years. The following table presents fees for professional services rendered by PwC for the audits of our annual financial statements for the years ended December 31, 2024 and December 31, 2023, and fees billed for other services rendered by PwC during those periods.
| 2024 | 2023 | ||||||||||
Type of Fees | ($) | ($) | Description of Fees | ||||||||
| Audit Fees | 2,132,683 | 2,033,000 | For professional services rendered in connection with the audit of our financial statements included in our Annual Report on Form 10-K and of our internal control over financial reporting, the review of our financial statements included in our Quarterly Reports on Form 10-Q, the audit of IMAX China, various statutory audits, and for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. | ||||||||
| Audit-Related Fees | 90,254 | 89,818 | For professional services rendered in connection with assurance and related services that are reasonably related to the performance of the audit or review of financial statements and which include discussions concerning financial accounting and reporting standards and review of regulatory matters. In 2024 and 2023, audit-related fees consisted primarily of fees for the audits of the Company’s pension plans, the reimbursement of Canadian Public Accountability Board fees, and various other smaller matters. | ||||||||
| Tax Fees | 359,980 | 588,171 | For professional services rendered in connection with tax services. In 2024 and 2023, tax fees comprised two areas: (i) tax compliance, such as corporate and indirect tax compliance; and (ii) other tax services, such as tax advice related to transfer pricing, including advance pricing arrangement support, and corporate tax consulting in multiple jurisdictions, and audit defense. Tax compliance related fees represented approximately $88,000 and $139,000 of the total tax fees in 2024 and 2023, respectively, while other tax services represented approximately $271,000 and $449,000 of the total tax fees in 2024 and 2023, respectively. The decrease in tax fees was primarily attributable to non-recurring 2023 international tax audits within other tax services. | ||||||||
| All Other Fees | 22,279 | 30,719 | For professional services rendered related to reporting in 2024 and 2023 required pursuant to the Hong Kong Stock Exchange’s Environmental, Social and Governance Code and Corporate Governance Code. | ||||||||
| Total | 2,605,196 | 2,741,708 | |||||||||
Audit Committee’s Pre-Approval Policies and Procedures
All audit-related services and all other permissible non-audit services provided by PwC were pre-approved by the Audit Committee, and the fees for each category are budgeted. The Audit Committee requires PwC and management to report actual fees versus the budget to the extent that actual fees exceed budgeted and approved fees. The Audit Committee reviews all actual fees at year-end. During the year, circumstances may arise when it may become necessary to engage PwC for additional services not contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engagement of PwC. The Audit Committee may delegate pre-approval authority to one or more of its members. The member(s) to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.
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REPORT OF THE AUDIT COMMITTEE
The following is the report of the Audit Committee with respect to our audited financial statements for the fiscal year ended December 31, 2024.
The Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2024 with senior management. The Audit Committee meets privately with PwC on a periodic basis and PwC has unrestricted access to the Audit Committee. The Audit Committee has discussed with PwC the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board Rule 3200T, which include, among other items, matters related to the conduct of the audit of the Company’s financial statements. The Audit Committee has also received written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board (which relate to the accountant’s independence from the Company and related entities) and has discussed with PwC the independence of PwC from the Company. As part of its responsibilities for oversight of the Company’s enterprise risk management process, the Audit Committee has reviewed and discussed the Company’s policies with respect to risk assessment and risk management, including discussions of individual risk areas as well as an annual summary of the overall process.
Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC and the Company’s Annual Information Form for the fiscal year ended December 31, 2024.
The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.
| April 25, 2025 | Respectfully submitted, | |||||||||||||
| Eric A. Demirian (Chair) | ||||||||||||||
| David W. Leebron | ||||||||||||||
| Michael MacMillan | ||||||||||||||
| Jennifer Wong | ||||||||||||||
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Item No. 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY”) | ||
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act, we are asking shareholders to vote to approve, on an advisory (nonbinding) basis (“Say-on-Pay”), the compensation program for our Named Executive Officers (“NEOs”) as disclosed in this Circular. Supporting information is described in the “Compensation Discussion and Analysis” section, and the tabular disclosures regarding such compensation that follow, which we encourage you to review closely.
Although the vote is advisory and non-binding in nature, the Board of Directors and the Compensation Committee review the voting results and consider shareholder views in connection with our executive compensation program and their decision making.
To support our ongoing evaluation of our corporate and compensation practices, the Company has conducted annual governance-related shareholder outreach (with the exception of 2020) since 2019. This outreach is designed to solicit direct feedback on our executive compensation program and allow shareholders to speak to members of our Board of Directors, including members of our Compensation Committee, as well as senior management.
During our March through April 2024 shareholder outreach, we contacted the holders of approximately 67% of our outstanding shares and engaged in active discussions with investors who accepted meetings, representing 45% of our outstanding shares. Board members participated in majority of the meetings held. All shareholders who engaged in a meeting were supportive of our executive compensation program structure and indicated it aligned with their expectations. Where suggestions were provided, (a) they were constructive and (b) did not highlight systemic issues. We also conducted a round of detailed shareholder outreach in March – April 2025, where shareholders continued to express support for the structure of our program, and will report on that round of engagement in next year’s proxy statement.
A detailed summary of the themes discussed and how IMAX has responded is set out in the “Compensation Discussion and Analysis — Shareholder Engagement” on page 28.
As discussed in this Circular, the objectives of our executive compensation program are to:
•provide competitive total compensation packages that include short-term cash-based and long-term equity-based incentive components that appropriately encourage and reward performance and retention and that both align with and create enduring long-term shareholder value;
•reward the NEOs for their relative individual contributions to our success;
•link executive compensation to our long-term strategic objectives; and
•align the NEOs’ interests with shareholders’ interests through an equity award framework that creates a sense of ownership, mutual goals, and shared risk among executives.
Consistent with these goals, we have structured our executive compensation program, which includes annual short-term cash bonuses and long-term equity awards, to motivate executives, to achieve results consistent with our strategic priorities, to reward executives for achieving or exceeding our goals, and to encourage executive retention. Our compensation program is also designed to attract and retain highly talented executives in an extremely competitive Hollywood and broader entertainment and technology ecosystem who are critical to the successful implementation of the Company’s strategic plan, a plan which is increasingly connected to and reliant upon the rapid evolution of digital entertainment media.
Shareholders will be asked to indicate their support for the compensation program for our NEOs as discussed in this Circular by ordinary resolution, which requires that a majority of the votes cast at the Meeting be in favor of the resolution. In the absence of any instruction on the accompanying Form of Proxy, it is the intention of the persons named by management in the Form of Proxy to vote the Common Shares represented by the Form of Proxy in favor of the resolution.
At the Company’s 2023 annual general meeting of shareholders, our shareholders indicated their preference to hold the non-binding shareholder vote to approve the compensation of our NEOs each year. Accordingly, the Company currently intends to hold such votes annually. The next vote to approve the frequency of advisory votes to approve compensation of our NEOs is expected to be held at the Company’s 2029 annual general meeting of shareholders.
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The Board of Directors asks its shareholders to vote FOR the following resolution at the Meeting:
RESOLVED that the shareholders approve the compensation of the Company’s Named Executive Officers, as discussed and disclosed in the “Compensation Discussion and Analysis” section, the compensation tables and the related narrative disclosure set forth in the Circular dated April 25, 2025.
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EXECUTIVE OFFICERS
The following table sets forth certain information regarding our executive officers as of April 25, 2025. As Mr. Gelfond also serves as director of the Company, his biographical information is presented above under the heading “Item No. 1 — Election of Directors.”
| Name | Age | Position | ||||||
EXECUTIVE OFFICERS: | ||||||||
Richard L. Gelfond | 69 | Chief Executive Officer (“CEO”) and Director | ||||||
Natasha Fernandes | 44 | Chief Financial Officer (“CFO”) and Executive Vice President | ||||||
Anne Globe | 62 | Chief Marketing Officer | ||||||
Robert D. Lister | 56 | Chief Legal Officer and Senior Executive Vice President | ||||||
Mark Welton | 61 | President, IMAX Global Theatres | ||||||
Pablo Calamera | 62 | Chief Technology Officer and Executive Vice President | ||||||
Giovanni M. Dolci | 40 | Chief Commercial Officer and Executive Vice President | ||||||
Jonathan Fischer | 50 | Chief Content Officer and Executive Vice President | ||||||
Michele Golden | 57 | Global Chief People Officer and Executive Vice President | ||||||
Daniel Manwaring | 41 | Chief Executive Officer, IMAX China | ||||||
Kenneth I. Weissman | 53 | Deputy General Counsel and Corporate Secretary | ||||||
 NATASHA FERNANDES Chief Financial Officer and Executive Vice President | Natasha Fernandes joined the Company in September 2007 as Manager, Financial Reporting and has served as the Company’s Chief Financial Officer since May 2022. Ms. Fernandes’ position as CFO is the culmination of a decades-long career with the Company, during which she has held numerous leadership roles in Finance. Prior to assuming her role of Deputy Chief Financial Officer in 2021, Ms. Fernandes served as a Corporate Treasurer since 2018. Most recently, she led the Company’s successful $200 million convertible debt offering in 2021 and new credit agreement in 2022. Earlier, she held other financial positions, including and Senior Vice President and oversaw the accounting, treasury, forecasting, budgeting, and long-range planning of the Company's worldwide operations since 2021. Before that, Ms. Fernandes served as Vice President, Finance & Corporate Treasurer of the Company since May 2018. Ms. Fernandes has held various other positions within the Company, including Vice President, Finance & Assistant Controller; Senior Director, Finance; and Director, Financial Reporting. Prior to joining the Company, Ms. Fernandes was a manager at Deloitte Touche Tohmatsu Limited. Previous to that, Ms. Fernandes was an associate accountant at Hilborn Ellis Grant, LLP. Ms. Fernandes also serves on the board of directors of IMAX Theatres International Limited, a wholly-owned subsidiary of IMAX Corporation. Ms. Fernandes is a member of Chartered Professional Accountants Canada and holds a bachelor of business administration, honours with co-operative option from the School of Business and Economics of Wilfrid Laurier University. | ||||
 ANNE GLOBE Chief Marketing Officer | Anne Globe joined the Company in January 2024 as Chief Marketing Officer. In this role, she leads the Company's global marketing efforts and is responsible for the IMAX brand across 89 countries and territories. From 2015 to 2020, Ms. Globe served as the chief marketing officer at Skydance Media, where she was behind the marketing and distribution strategies for Skydance's major intellectual property, including “Mission: Impossible,” “Terminator,” and “Jack Reacher.” From 1996 to 2013, Ms. Globe was the chief marketing officer at DreamWorks Animation, where she oversaw marketing, distribution, and licensing for iconic franchises such as “Kung Fu Panda,” “How to Train Your Dragon,” “Shrek,” and “Madagascar.” Ms. Globe has served as an adjunct professor for the University of Southern California's Business of Cinematic Arts program since 2018. She is also a member of the Academy of Motion Picture Arts and Sciences and the American Film Institute. | ||||
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 ROBERT D. LISTER Chief Legal Officer and Senior Executive Vice President | Robert Lister joined the Company in May 1999 as Senior Vice President, Legal Affairs and General Counsel and currently serves as Chief Legal Officer and Senior Executive Vice President. Mr. Lister has held numerous positions at the Company, including Chief Legal Officer and Chief Business Development Officer, Senior Executive Vice President and General Counsel and Executive Vice President, Business & Legal Affairs, Corporate Communications and General Counsel. Prior to joining the Company, Mr. Lister was Vice President, General Counsel and Secretary of Clearview Cinemas, a film exhibitor, from March 1998 until his employment with the Company. From 1996 to 1998, Mr. Lister served as an associate general counsel of Merit Behavioral Care Corporation, a behavioral healthcare company. Mr. Lister serves on the board of directors of both IMAX China and IMAX Theatres International Limited. Mr. Lister is a member of the New York State Bar Association. | ||||
 MARK WELTON President, IMAX Global Theatres | Mark Welton joined the Company in July 1997 as Director, Business Affairs and was appointed President, IMAX Global Theatres in October 2011. Previous to that, Mr. Welton held the position of Executive Vice President, Corporate and Digital Development & Theatre Operation since April 2007. Mr. Welton has held various other positions within the Company including: Senior Vice President, Business Affairs; Senior Vice President, Theatre Operations; and Executive Vice President, Theatre Operations & General Manager, Digital. Prior to joining the Company, Mr. Welton was an associate lawyer at the law firm Stikeman Elliot LLP from 1994 until his employment with the Company. Prior to that, Mr. Welton was an associate accountant at Ernst & Young. Mr. Welton serves on the board of directors of IMAX Theatres International Limited. Mr. Welton is a member of the Ontario Bar Association and the Chartered Professional Accountants Canada. | ||||
 PABLO CALAMERA Chief Technology Officer and Executive Vice President | Pablo Calamera joined the Company in February 2020 as Chief Technology Officer and Executive Vice President. Prior to joining the Company, Mr. Calamera was the chief technology officer for several pioneering start-ups and public companies, including JW Player from 2017 to 2019, where he oversaw all aspects of technology development and technical operations supporting small businesses to large global enterprises with the best video technology and monetization capabilities on web, mobile and embedded devices. Previous to that, Mr. Calamera served as the chief technology officer at Vonage from 2014 to 2017 and at iHeartRadio from 2011 to 2014, where he led technology vision, architecture, R&D, and technical operations. Mr. Calamera also held technology leadership roles such as a director at Apple Inc. from 2006 to 2010 and a senior director at Danger Inc. from 2001 to 2006. | ||||
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 GIOVANNI M. DOLCI Chief Commercial Officer and Executive Vice President | Giovanni Dolci joined the Company in October 2012 as Vice President, Theatre Development and was appointed Chief Commercial Officer and Executive Vice President in 2025. Previous to that, Mr. Dolci held the position of Chief Sales Officer (2021-2025); Head of Global Sales (2020-2021); Senior Vice President (2018-2020); and Vice President, Theatre Development and Managing Director, Europe and Africa (2017-2018). Prior to joining the Company, he was the director of business development and commercial operations at Arts Alliance Media. Before his time at Arts Alliance Media, Mr. Dolci worked in film financing focusing on several projects in New Zealand, Italy, and the UK. Mr. Dolci also serves on the board of directors of IMAX Theatres International Limited. Mr. Dolci has a degree in Economics and Management from Bocconi University in Milan and a master of science in Management from Cass Business School in London. He is a former Junior Fellow of the Aspen Institute, Italy. | ||||
 JONATHAN FISCHER Chief Content Officer and Executive Vice President | Jonathan Fischer joined the Company in October 2024 as Chief Content Officer and Executive Vice President. Mr. Fischer oversees the Company’s content strategy across Hollywood and international films, documentaries, and live events, as well as experiences including music, gaming, sports, and more. Prior to joining the Company, he served as the vice president of Content Strategy & Analysis, Global Films for Netflix from December 2019 to February 2023. Prior to Netflix, Mr. Fischer served as the chief operating officer at Illumination Entertainment (2018-2019) and New Regency Entertainment (2012-2017). Mr. Fischer also served as the president of Groundswell Productions (2008-2012), chief financial officer of independent production company, Intrepid Pictures, LLC (2005-2008), and held roles in business development and strategic planning at Universal Pictures and The Walt Disney Company. Additionally, he is a board member of The Meg Foundation, non-profit focused on empowering families to manage pain and medical anxiety. Mr. Fischer is based in Los Angeles and has a bachelor’s degree (A.B.) in Economics from Stanford University. | ||||
 MICHELE GOLDEN Global Chief People Officer and Executive Vice President | Michele Golden serves as the Global Chief People Officer and Executive Vice President for IMAX. In this role, she leads all Human Resources functions for the Company. Ms. Golden joined the Company in September 2022. Ms. Golden has over 20 years of Human Resources experience at media and entertainment companies, launching and scaling some of the industry's most recognizable brands. Prior to joining the Company, Ms. Golden served as the chief human resources officer for HBO Max, WarnerMedia's global streaming platform from September 2020 to August 2022. From September 2019 to September 2020, Ms. Golden was the chief people officer for AT&T's former adtech unit, Xandr, leading its integration into WarnerMedia. Before joining Xandr, and before its acquisition by AT&T, she served as the senior vice president of Human Resources for WarnerMedia since 2013. She also led the Human Resources functions for many well-known media and entertainment brands including Turner Sports, TBS, TNT, Cartoon Network, and Bleacher Report, as well as three professional sports team, the Atlanta Braves, the Atlanta Hawks, and the Atlanta Thrashers. Ms. Golden graduated from the University of Texas with a bachelor of science in Communication and from Vanderbilt University with an M.B.A. | ||||
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 DANIEL MANWARING Chief Executive Officer IMAX China | Daniel Manwaring joined the Company in January 2023 as Chief Executive Officer of IMAX China. Prior to joining the Company, Mr. Manwaring spent nearly 10 years with Creative Artists Agency, a well-known talent agency, in various roles, including as Head of Media Finance (Asia) from January 2020 to December 2022, Head of Motion Pictures China from January 2018 to December 2020, and as an agent from January 2013 to December 2018. Mr. Manwaring was also a senior financial analyst of China Hydroelectric Corporation (NYSE: CHC) from October 2008 to October 2011 and a financial analyst of Friedland Capital Inc. from May 2007 to October 2008. Mr. Manwaring graduated from the University of Florida, with a bachelor of science in Finance and a bachelor of arts in Chinese Language and Culture, in May 2008. Mr. Manwaring has been based in China since 2006 and is fluent in Mandarin. | ||||
 KENNETH I. WEISSMAN Deputy General Counsel Corporate Secretary | Kenneth Weissman joined the Company in October 2011 as Vice President, Legal Affairs, and he has held the position of Deputy General Counsel and Corporate Secretary since July 2022. Previous to that, Mr. Weissman held the positions of Senior Vice President, Legal Affairs (2015-December 2017) and Corporate Secretary and Chief Compliance Officer (December 2017-July 2022). Prior to joining the Company, Mr. Weissman was a senior corporate counsel at Sony Corporation of America, where he held various positions from 2004 through 2011. Prior to that, Mr. Weissman was an associate lawyer at Skadden, Arps, Slate, Meagher & Flom in New York and Testa, Hurwitz & Thibeault in Boston, and served as a law clerk to the Hon. Judith S. Kaye, Chief Judge of the State of New York. Mr. Weissman is a member of the American Bar Association and the Association of Corporate Counsel. | ||||
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SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our Common Shares as of April 14, 2025 or as otherwise indicated in the notes below, including: (i) all persons to be nominated for election to the Board of Directors, individually; (ii) all current directors and the NEOs, individually; and (iii) all current directors and executive officers as a group.
Name of Beneficial Owner of Common Shares | Common Shares Beneficially Owned, Controlled or Directed(1) | Common Shares that can be Acquired within 60 days | Total | Percentage of Outstanding Common Shares (2) | |||||||||||||||||||
| Richard L. Gelfond | 704,599 | 1,818,695 | (3) | 2,523,294 | 4.54 | % | |||||||||||||||||
Gail Berman | 14,634 | — | 14,634 | * | |||||||||||||||||||
| Eric A. Demirian | 35,007 | — | 35,007 | * | |||||||||||||||||||
| Kevin Douglas | 8,943,167 | (4) | — | 8,943,167 | 16.64 | % | |||||||||||||||||
| David W. Leebron | 124,435 | (5) | — | 124,435 | * | ||||||||||||||||||
| Michael MacMillan | 35,953 | — | 35,953 | * | |||||||||||||||||||
| Steve Pamon | 27,567 | — | 27,567 | * | |||||||||||||||||||
| Dana Settle | 61,142 | — | 61,142 | * | |||||||||||||||||||
| Darren Throop | 33,164 | — | 33,164 | * | |||||||||||||||||||
Jennifer Wong | 14,634 | — | 14,634 | * | |||||||||||||||||||
| Natasha Fernandes | 31,257 | 2,652 | (3) | 33,909 | * | ||||||||||||||||||
| Anne Globe | 7,753 | — | 7,753 | * | |||||||||||||||||||
| Robert D. Lister | 181,421 | 50,143 | (3) | 231,564 | * | ||||||||||||||||||
| Mark Welton | 153,323 | 49,504 | (3) | 202,827 | * | ||||||||||||||||||
| All directors and executive officers (20 persons) | 10,525,214 | 1,934,254 | 12,459,468 | * | |||||||||||||||||||
* Less than 1%
(1)Statements as to securities beneficially owned by directors and executive officers, or as to securities over which they exercise control or direction, are based upon information obtained from such directors and executive officers and from records available to us. The person named in the table has sole voting and investment power with respect to all of their Common Shares unless indicated otherwise.
(2)The percentage of outstanding Common Shares is based on dividing the number of Common Shares beneficially owned by the individual by 53,742,014 Common Shares outstanding as of April 14, 2025 adjusted for the number of Common Shares that such person or group had the right to acquire within 60 days of that date.
(3)Reflects Common Shares issuable through the exercise of vested stock options.
(4)Mr. Douglas has shared voting power with respect to 7,579,522 Common Shares and shared investment power with respect to 8,880,515 Common Shares. 8,943,167 Common Shares reflect (i) Mr. Douglas' shared investment power with respect to 8,880,515 Common Shares and (ii) Mr. Douglas’ beneficial ownership of 62,652 Common Shares held by the MMD IDGT Trust.
(5)Mr. Leebron has sole voting and investment power with respect to 123,135 Common Shares and shared voting and investment power with respect to 1,300 Common Shares.
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PRINCIPAL SHAREHOLDERS OF VOTING SHARES
We are not aware of any persons who as of April 14, 2025 beneficially owned or exercised control or direction over more than 5% of our Common Shares other than:
| Amount and Nature of | Percentage of | ||||||||||
| Beneficial Ownership | Outstanding | ||||||||||
| Name and Address of Beneficial Owner of Common Shares | of Common Shares | Common Shares | |||||||||
| Douglas Group | 8,943,167 | (1) | 16.64 | % | |||||||
| Kevin and Michelle Douglas | |||||||||||
James E. Douglas III | |||||||||||
K&M Douglas Trust | |||||||||||
Irrevocable Descendants Trust FBO Alexander James Douglas Trust | |||||||||||
Irrevocable Descendants Trust FBO Amanda Anne Douglas Trust | |||||||||||
Irrevocable Descendants Trust FBO Jake Edward Douglas Trust | |||||||||||
Irrevocable Descendants Trust FBO Summer Jean Douglas Trust | |||||||||||
Nonexempt Trust FBO Kevin G. Douglas | |||||||||||
Nonexempt Trust FBO James E. Douglas, III | |||||||||||
Celtic Financial LLC | |||||||||||
| 300A Drakes Landing Road, Suite 200, Greenbae, CA 94904 | |||||||||||
FMR LLC | 4,457,283 | (2) | 8.29 | % | |||||||
245 Summer Street, Boston, Massachusetts 02210 | |||||||||||
Abigail P. Johnson | |||||||||||
245 Summer Street, Boston, Massachusetts 02210 | |||||||||||
Macquarie Group Limited | 5,180,284.00 | (3) | 9.64 | % | |||||||
50 Martin Place, Sydney, New South Wales, Australia | |||||||||||
| Macquarie Management Holdings Inc. | |||||||||||
| Macquarie Investment Management Business Trust | |||||||||||
| 610 Market Street, Philadelphia, PA 19106 | |||||||||||
Orbis Investment Management Limited | 3,457,685 | (4) | 6.43 | % | |||||||
25 Front Street, Hamilton HM11, Bermuda | |||||||||||
Allan Gray Australia Pty Ltd | |||||||||||
Level 2, Challis House, 4 Martin Place, Sydney NSW2000, Australia | |||||||||||
The percentage of outstanding Common Shares is based on dividing the number of Common Shares beneficially owned by such person by 53,742,014 Common Shares outstanding as of April 14, 2025.
(1)Based solely on information reported in a Schedule 13D/A filed jointly by Kevin Douglas, Michelle Douglas, James E. Douglas, III, K&M Douglas Trust, Irrevocable Descendant’s Trust FBO Alexander James Douglas, Irrevocable Descendant’s Trust FBO Amanda Anne Douglas, Irrevocable Descendant's Trust FBO Jake Edward Douglas, Irrevocable Descendant’s Trust FBO Summer Jean Douglas, Nonexempt Trust FBO Kevin G. Douglas, Nonexempt Trust FBO James E. Douglas, III, and Celtic Financial LLC on June 17, 2024 with the SEC. As reported in such filing, Kevin Douglas has shared voting power with respect to 7,516,870 Common Shares. Kevin Douglas and his wife, Michelle Douglas, hold 3,857,788 Common Shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the Irrevocable Descendant’s Trust FBO Alexander James Douglas, which holds 646,111 shares, the Irrevocable Descendant’s Trust FBO Amanda Anne Douglas, which holds 646,110 shares, the Irrevocable Descendant’s Trust FBO Jake Edward Douglas, which holds 646,110 shares, and the Irrevocable Descendant’s Trust FBO Summer Jean Douglas, which holds 646,110 shares. Kevin Douglas holds 440,000 shares as the trustee and beneficiary of the Nonexempt Trust FBO Kevin G. Douglas. Kevin Douglas is the Manager of Celtic Financial LLC, which holds 571,989 Common Shares. Each of Kevin Douglas and Michelle Douglas may be deemed to have shared voting and dispositive power over the 62,652 Common Shares held by the KGD IDGT Trust. Kevin Douglas also has shared dispositive power with respect to 440,000 Common Shares held by the Nonexempt Trust FBO James E. Douglas, III and dispositive power with respect to 923,645 shares held by James E. Douglas, III.
(2)Based solely on information reported in a Schedule 13G/A filed by FMR LLC (“FMR”) and Abigail P. Johnson on February 12, 2025 with the SEC. As reported in such filing, FMR and Ms. Johnson may be deemed to beneficially own 4,457,283 Common Shares. FMR has the sole voting power with respect to 4,434,735 Common Shares. Both FMR and Ms. Johnson have sole dispositive power with respect to 4,457,283 Common Shares.
(3)Based solely on information reported in a Schedule 13G filed by Macquarie Group Limited, Macquarie Management Holdings, Inc., and Macquarie Investment Management Business Trust (collectively, “Macquarie”) on November 1, 2024 with the SEC. As reported in such filing, Macquarie may be deemed to beneficially own 5,180,284 Common Shares, which are held by funds and separately managed accounts under its control. Each of Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust has sole voting and dispositive power with respect to 5,180,284 Common Shares.
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(4)Based solely on information reported in a Schedule 13G/A filed by Orbis Investment Management Limited (“Orbis”) and Allan Gray Australia Pty Ltd (“Allan Gray”) on February 14, 2025 with the SEC. As reported in such filing, Orbis and Allan Gray may be deemed to beneficially own 3,457,685 Common Shares. Each of Orbis and Allan Gray has sole voting and disposition power with respect to 3,450,750 and 6,935 Common Shares, respectively.
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COMPENSATION DISCUSSION & ANALYSIS | ||
This Compensation Discussion & Analysis (“CD&A”) provides information about compensation for our NEOs in 2024, demonstrating its alignment with our pay for performance culture and achievements during the year.
 |  |  |  |  | ||||||||||
Richard L. Gelfond | Natasha Fernandes | Anne Globe | Robert D. Lister | Mark Welton | ||||||||||
Chief Executive Officer | Chief Financial Officer and Executive Vice President | Chief Marketing Officer | Chief Legal Officer and Senior Executive Vice President | President, IMAX Global Theatres | ||||||||||
Executive Summary and Guide to Navigating the CD&A | ||
How did pay align with performance? Page 27 | •IMAX created meaningful value for shareholders in 2024, with 70.4% total shareholder return (“TSR”) •Financial performance was solid with domestic box office of over $387 million, theatre system installations of 146 systems, and signings of 130 systems; headwinds included box office softness in China, strike-impacted release slates, and some high-profile studio misses •Other achievements of note that contribute to our long-term financial success included strengthened studio relationships, investments in upgrading technology, building a strong content pipeline, maintaining significant liquidity, and reducing our selling, general, and administrative (“SG&A”) costs •As a result of these financial and non-financial achievements, annual cash bonuses were earned at between 97.3% - 108.5% of target •Strong three-year performance was evident in financial and operational metrics improvements post-pandemic, with average annual Adjusted EBITDA1 growth of 24.0% and TSR of 43.5%, which was positioned at approximately the 80th percentile of the Russell 2000 •As a result, 2022 Performance Stock Units (“PSUs”) were earned at 154.4% of target2 | |||||||
•Shareholder input continues to be an important factor in Committee discussions on executive pay •During 2024 outreach, holders of ~67% of outstanding shares were contacted, with holders of ~45% of our outstanding shares participating in meetings; say-on-pay support improved by over 25 percentage points in 2024 to 72.5% | ||||||||
What is our pay philosophy and framework? | •We pay for performance that contributes to our financial success and creates shareholder value, both now and in the future, emphasizing quantitative outcome-based metrics •Pay practices are informed by our compensation peer group, which includes companies that we compete with in the complex Hollywood and broader entertainment and technology ecosystem | |||||||
How do decisions get made? | •The Compensation Committee oversees executive compensation with consideration of business and strategic priorities, feedback from our shareholders, and practices among relevant peers •IMAX’s compensation program includes variable and at-risk components to promote both short-term growth and investments with sustainable long-term value creation for our shareholders | |||||||
What did we pay our NEOs in 2024 and why? | •A majority of NEO target pay (85% for the CEO and 69% on average for other NEOs) is delivered in performance-based elements and/or equity, underscoring our pay for performance culture •Only one NEO received an adjustment to her target direct compensation for 2024 •Full-year NEOs’ equity awards were delivered in an equal mix of PSUs and Restricted Share Units (“RSUs”) •There were no special awards outside the annual compensation framework •Summary Compensation Table pay was approximately 8.01% lower in 2024 versus 2023, due to cash and equity compensation being largely unchanged and a lower annual short-term incentive payout3 | |||||||
(1)Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures on page 75 for a reconciliation of all non-GAAP measurements to the most directly comparable U.S. Generally Accepted Accounting Principles (GAAP) measure and a description of how the non-GAAP numbers are calculated from our audited financial statements.
(2)TSR-Based PSUs granted in 2022 were based on the Company’s TSR performance relative to the Russell 2000 constituents.
(3)Excludes Anne Globe who joined the Company in 2024.
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2024 at a Glance | ||
Target pay levels and mix
Target direct compensation comprises three elements: base salary, an annual cash bonus, and an annual grant of equity-based long-term incentive awards in the form of PSUs and RSUs. Reflecting our pay for performance culture, a majority of NEO target pay is at risk and can be earned based on performance relative to predefined, quantitative objectives. For more discussion of the predefined, quantitative objectives, please see the section titled “IMAX’s Pay for Performance Philosophy—Designing incentives that align with our strategic priorities and financial performance” below. See “2024 NEO Compensation” below for further information on these metrics.
CEO target direct compensation mix(1) | Other NEO average target direct compensation mix(1) | |||||||||||||||||||||||||
Base 15.2% | Bonus 15.2% | PSU 34.8% | RSU 34.8% | Base 30.5% | Bonus 17.5% | PSU 23.3% | RSU 28.7% | |||||||||||||||||||
(1)Calculated based on base salaries and target bonus opportunities as a percentage of base salary in effect at year-end, and the target value of equity awards granted in 2024. For non-CEO NEOs other than Ms. Globe, 2024 equity awards split 50/50 between PSUs and RSUs.
Short-term metrics (80% for CEO and 50% for other NEOs) | Long-term metrics (PSUs) | ||||||||||
Outcomes | Outcomes and strategic drivers | Outcomes | |||||||||
Revenue (25%) | Installations (19%) | Adjusted EBITDA Growth (60%) | |||||||||
Adjusted EBITDA (19%) | Signings (19%) | Relative TSR (40%) | |||||||||
Free Cash Flow before Growth CAPEX (12%) | Streaming Technology Bookings (6%) | ||||||||||
Balance of annual cash bonus earned based on an assessment of individual performance. | |||||||||||
Performance highlights and pay outcomes
IMAX delivered solid financial performance with domestic box office of over $387 million in 2024. The Company did however face headwinds which included box office softness in China, strike-impacted film release slates, and some high-profile studio misses. Our incentive plans use a combination of quantitative financial and non-financial metrics underpinned by a robust target-setting process to promote the alignment of executive pay with Company performance and shareholder value creation.
Performance against the most prominent 2024 quantitative incentive plan and PSU metrics1
n Fiscal year actual performance — 2024 annual bonus target | ||
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(1)Total Adjusted EBITDA and Free Cash Flow before Growth CAPEX are non-GAAP financial measures. Please see “Non-GAAP Financial Measures” on page 75 for a reconciliation of all non-GAAP measurements to the most directly comparable GAAP measure and a description of how the non-GAAP numbers are calculated from our audited financial statements.
As a result of our 2024 performance, NEOs’ annual short-term incentive bonuses were earned at between 97.3% - 108.5% of target, and 2022 – 2024 PSUs vested at 154.4% of target. Please see “2024 NEO Compensation—Outcomes” for more information.
Shareholder Engagement | ||
To be effective in discharging its duties, it is important for the Compensation Committee to understand the views of our shareholders and other relevant stakeholders. To support this, our management team maintains regular dialogue with shareholders, including through quarterly earnings calls, conferences, and individual meetings. In connection with the annual meeting, specific proactive outreach is undertaken, where feedback is sought on ballot items including executive compensation. This provides shareholders with an opportunity to speak with members of our Board, including members of the Compensation Committee.
Ongoing year-round engagement by management and annual outreach, including Committee participation, to collect views on topics including executive compensation. |  | Provides an opportunity for shareholders to vote annually on an advisory basis on our executive compensation arrangements. | ||||||||||||
The Compensation Committee actively considers the results of the annual say-on-pay vote and feedback from shareholders and other relevant stakeholder groups as part of its broader review of executive compensation. | ||||||||||||||
During our March – April 2024 shareholder outreach, we contacted the holders of approximately 67% of our outstanding shares and engaged in active discussions with investors who accepted meetings, representing approximately 45% of our outstanding shares. Board members participated in seven of the nine meetings held in 2024. All shareholders who engaged in a meeting were supportive of our executive compensation program structure and indicated it aligned with expectations. Where suggestions were provided they (a) were constructive and (b) did not highlight systemic issues. We also conducted a round of detailed shareholder outreach in March – April 2025, where shareholders continued to express support for the structure of our program, and will report on that round of engagement in next year’s proxy statement.
This feedback was reinforced at our 2024 Annual General Meeting of Shareholders, where 72.5% of shares cast voted in favor of the say-on-pay advisory vote on executive compensation, representing a meaningful increase versus 2023.
We received feedback on a variety of topics and take this feedback into account in developing our executive compensation program and policies.
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Areas of feedback | How we have responded | ||||
Ensure that a majority of compensation is tied to value creation through performance-based equity | •50% of the equity value granted to our CEO and to most other NEOs is in the form of PSUs (exceptions are the CEO of IMAX China and Ms. Globe who joined IMAX during 2024); in 2025, this 50/50 RSU/PSU ratio was extended to a broader group of executive leaders in order to further align the interests of senior management with our shareholders •We have sustained the rigor of our Adjusted EBITDA PSU performance goals, requiring double-digit average growth at target, with no payout below 5% average growth •The maximum payout for our relative TSR portion of the PSUs requires a market-leading performance at or above the 90th percentile of the relevant peer group | ||||
Further emphasize relative TSR in the PSU program | •40% of our PSUs are subject to performance against the Company’s relative TSR metric •We believe that Adjusted EBITDA, which accounts for the remaining 60%, is appropriately weighted given its importance to the Company and in light of the executive team’s ability to impact it directly | ||||
Increase share ownership guidelines | •The CEO’s share ownership guideline was increased to 500% of base salary in 2023, with other NEOs required to hold 100% of base salary; the CEO’s current ownership is more than twice his required level and long-tenured NEOs also far exceed their respective guidelines •In 2025, as part of its executive succession planning, the Company identified a broader group of executive leaders and brought them under the share ownership guidelines to increase and incentivize their long-term commitment to Company growth and shareholder return | ||||
Discussion on legacy CEO contractual provisions | •Although some shareholders asked questions about these legacy provisions, they acknowledged that renegotiating them would likely be highly costly to shareholders. Other shareholders expressed satisfaction that these legacy CEO provisions align closely to shareholder value creation. | ||||
In addition to the feedback above that we received in 2024, we summarize below ways in which prior shareholder input informed our 2024 executive compensation decisions.
Areas of feedback | How we have responded | ||||
Limit one-time payments to extraordinary circumstances | •No one-time awards were made to any NEO in 2024 | ||||
Revise free cash flow metric definition | •We updated the free cash flow metric definition for 2024 to exclude Growth CAPEX; we did not convert this metric to a per-share measurement to avoid unintended impacts from movements in our issued and outstanding shares | ||||
Ensure transparency in description of metrics and goals used in incentive programs | •We increased the aggregate weighting of financial metrics in the quantitative element of the annual bonus plan from 40% to 45% for 2024 •We enhanced the disclosure in our Compensation Discussion & Analysis and executive compensation tables by providing additional information on the performance metrics and goals to which the NEOs’ incentive compensation is subject, and the NEOs’ individual achievements | ||||
IMAX’s Pay for Performance Philosophy | ||
Our compensation philosophy and how we apply it
IMAX is a world leader in dynamic media and entertainment technology from creation to delivery, with a goal of creating awe-inspiring experiences that exceed all expectations. The IMAX® brand represents a promise to deliver what audiences, filmmakers, and studios crave — memorable, emotionally engaging, thrilling, and shareable experiences. To deliver on this promise, we rely on the knowledge, skills, expertise, experience, relationships, and leadership of our employees, including our executive team. Through our executives’ experience and connections within the complex Hollywood and broader entertainment ecosystem, we build increased consumer, exhibitor, and studio demand for The IMAX Experience® and set the standard for the future of moviegoing, while creating significant value for our shareholders.
To drive the necessary behaviors, our company-wide compensation philosophy is grounded in a commitment to pay for performance, and designed to retain and attract qualified talent. For our NEOs, we achieve this through the following principles and design decisions.
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Principle | How we achieve it | ||||
Pay for performance that contributes to achieving our ambitions | •Deliver a majority of target compensation in at-risk performance-based pay •Link the payout of incentives to performance and contributions that align directly to our strategic priorities, emphasizing quantitative objectives •Provide upside for superior performance and downside in the event of under-performance | ||||
Retain and attract qualified talent with relevant experience and industry relationships | •Set compensation levels informed by market data for a cross-section of media, technology, and entertainment companies that reflect areas where we compete for talent •Issue equity awards in a combination of performance-vested and time-vested vehicles | ||||
Promote behaviors that balance risk-informed short-term investments and long-term value creation | •Deliver a majority of target compensation in equity •Set performance goals and ranges that reflect Board-approved expectations •Require meaningful levels of share ownership •Reward individual contributions that will drive future performance | ||||
Designing incentives that align with our strategic priorities and financial performance
In accordance with our compensation principles, the performance metrics used in our incentive plans combine lagging indicators focused on our backward-looking financial achievements with leading indicators focused on drivers of future financial performance and value creation. This combination, along with consideration of individual contributions, directly aligns to our strategic priorities and our commitment to pay for performance. In 2024, our incentive plans used the following performance metrics.
Short-term (80% for CEO and 50% for other NEOs) | Long-term (PSUs) | ||||||||||
Outcomes | Outcomes and strategic drivers | Outcomes | |||||||||
Revenue (25%) | Installations (19%) | Adjusted EBITDA Growth (60%) | |||||||||
Adjusted EBITDA (19%) | Signings (19%) | Relative TSR (40%) | |||||||||
Free Cash Flow before Growth CAPEX (12%) | Streaming Technology Bookings (6%) | ||||||||||
Revenue, Adjusted EBITDA, and Free Cash Flow before Growth CAPEX are important metrics used by investors to assess our top-line growth, operational efficiency, profitability, and financial health. Streaming Technology Bookings, Installations, and Signings measure our success in expanding our IMAX platform globally while building new revenue streams through the use of our technology-centered solutions. Finally, Relative TSR ensures the alignment of NEO PSU outcomes with the experience our shareholders have had investing in IMAX versus other choices available to them.
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Assessing the alignment of pay with performance
A central tenet of our compensation philosophy is a pay-for-performance culture that rewards superior performance. The following chart compares IMAX’s CEO three-year realizable compensation and TSR performance to our compensation peer group, as illustrated in the table below.1
Realizable pay reflects actual cash compensation earned and the intrinsic value of equity grants from the three most recent fiscal years for which the data was available, which for most of our peers reflects fiscal years 2021-2023. Total Shareholder Return represents the three-year compound annual growth rate in dividend-adjusted close price, using the close price on the last day of the period for which pay was collected. Financial data was sourced from S&P’s Capital IQ financial database and compensation data was sourced from applicable proxy filings.
IMAX has consistently used this approach to assess pay for performance alignment, and the Compensation Committee is confident that this data demonstrates the alignment of pay and performance in keeping with our compensation philosophy.
1 Xperi Holding Corporation is not included in this analysis as it did not exist in its current form as a standalone public company for the full period studied.
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Compensation Governance | ||
Compensation Committee oversight
The Compensation Committee, which is composed entirely of independent directors, is responsible for overseeing IMAX’s compensation policies and programs, including equity and incentive compensation. This involves:
•Reviewing and approving the compensation of the CEO, with consideration to his performance;
•Reviewing any employment arrangements applicable to the CEO, such as any employment or severance agreements;
•Reviewing and approving the CEO’s recommendations regarding the compensation of other executive officers;
•Reviewing shareholder and proxy advisor feedback, and participating in engagement efforts;
•Reviewing the CD&A and approving required disclosures including the Compensation Committee Report;
•Assessing the Compensation Committee’s effectiveness and Charter;
•Evaluating and making recommendations to the Board on incentive compensation, inclusive of our equity plans; and
•Performing the required functions under the equity incentive plans, such as approving grants to employees.
None of the NEOs had any role in approving their own compensation. However, the Compensation Committee does consider the recommendations of our CEO and of our Chief People Officer in setting compensation levels for (non-CEO) NEOs. The Compensation Committee has the authority to retain outside consultants to provide independent advice, but did not engage a consultant in 2024. As discussed on page 28, the Compensation Committee also considers feedback received from our shareholders and the results of our advisory annual say-on-pay vote when reviewing and approving executive compensation annually.
Using compensation peer group data to inform decisions
Decisions on NEO compensation consider a range of factors including an individual’s experience, skills, and relationships; their actual and relative contributions; internal relativities; and retention risk and role criticality. These largely qualitative factors are augmented by external market data on pay practices at other companies, sourced from public filings or published surveys.
Defining a relevant peer group for IMAX is challenging, given our diverse and unique business, the necessity for strong relationships within the worldwide entertainment industry – particularly Hollywood, and our global footprint, which includes a ~71% ownership stake in IMAX China listed on the Hong Kong Stock Exchange. In assessing potential peers, consideration was given to the following:
•Industry representation given our market-leading role at the intersection of entertainment and technology, with a need for executive talent that can credibly interact with Hollywood studios and filmmakers.
•Financial indicators including revenues within a 0.5 – 3-times range of IMAX, market capitalization, and gross margin
•Geographic footprint to include companies that compete for executives with multi-national experience (IMAX’s global footprint encompasses over 89 countries).
•Other subjective factors such as brand prominence and presence in expanding areas of strategic growth.
No specific position is targeted relative to external market data when setting target pay levels given the need for informed judgement and knowledge of our business to make appropriate decisions.
In 2022, the Compensation Committee approved the following peer group which remained unchanged for 2024, other than the removal of companies that have been acquired in the intervening period.
Peer companies (1) | ||||||||
Ambarella, Inc. (AMBA) | Dolby Laboratories, Inc. (DLB) | Lions Gate Entertainment Corp. (LGF.A) | ||||||
Cinemark Holdings, Inc. (CNK) | fuboTV Inc. (FUBO) | The Marcus Corporation (MCS) | ||||||
Cineplex, Inc. (TSX: GC) | Harmonic, Inc. (HLIT) | WildBrain Ltd. (WILD) | ||||||
Corsair Gaming, Inc. (CRSR) | Knowles Corporation (KN) | Xperi Holding Corporation(2) | ||||||
(1)Since initial approval in 2022, the following companies have been removed following their acquisition: Avid Technology, Inc. and World Wrestling Entertainment, Inc.
(2)In 2022, Xperi Holding Corporation separated into two independent publicly traded companies, one comprising its intellectual property licensing business and one comprising its product business. For our peer group purposes, we used Xperi Inc., the surviving product business entity of Xperi Holding Corporation.
Managing compensation risk
The Compensation Committee has determined, based on an assessment of the Company’s executive compensation programs completed by management, that our compensation policies and programs do not give rise to inappropriate risk taking or risks that are reasonably likely to have a material adverse effect on the Company. Central to that assessment is the fact that our compensation
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plans balance short-term and long-term incentives with the use of both cash and equity. This exposure to variable pay and the long-term sustainability of our share price aligns our NEOs’ interests with those of our shareholders.
This is supported by policies and practices that factor in the bests interests of our shareholders, reflect high governance standards, support the management of potential risk, and promote sustainable long-term decision-making behaviors from our NEOs.
Share ownership guidelines
The Company maintains guidelines that require individuals to accumulate a significant ownership stake in IMAX, so they are incentivized to maximize sustainable long-term returns for our shareholders. Covered individuals have four years to achieve their respective guideline, with annual milestones of increasing increments of 25%. If an individual does not achieve the ownership guideline within the required time frame, the Company retains the ability to require 100% retention of awards granted under the equity programs or a reduction in incentive awards. Compliance is assessed annually on April 1 based on a two-year average stock price. As of April 1, 2025, all NEOs were in compliance with the applicable guidelines.
Officer | Guideline (% of salary) | Pro-rata guideline (% of salary) | Current ownership (% of salary) | ||||||||
Richard L. Gelfond | 500 | % | 500 | % | 1,453 | % | |||||
Natasha Fernandes(1) | 100 | % | 75 | % | 192 | % | |||||
Anne Globe(2) | 100 | % | 25 | % | 38 | % | |||||
Robert D. Lister | 100 | % | 100 | % | 504 | % | |||||
Mark Welton | 100 | % | 100 | % | 580 | % | |||||
(1)Ms. Fernandes became subject to the share ownership guidelines in 2022 and is currently required to hold 75% of her salary in the equivalent of shares. She will be required to hold at least 100% of her salary in the equivalent of shares in 2026.
(2)Ms. Globe became subject to the share ownership guidelines in 2024 and is currently required to hold 25% of her salary in the equivalent of shares. She will be required to hold at least 100% of her salary in the equivalent of shares in 2028.
Compensation recoupment
The Company maintains a clawback policy to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE (the “Clawback Policy”). The Clawback Policy that applies to current and former executive officers and requires the Company to clawback awards of cash and equity incentive compensation that is earned, granted, or vested based on the attainment of a financial reporting measure (which includes TSR) when such payment was made as a result of achieving financial metrics that were subsequently amended due to an accounting treatment. A copy of the policy can be found attached to the 2024 Form 10-K. No clawback-related actions pursuant to the policy were required or pursued in 2024.
The Gelfond Agreement (as defined in “Potential Payments Upon Termination or Change-in-Control” on page 55), also contains provisions that enable the Company to clawback any incentive payments that were paid as a result of the original reporting of financials in the case of no-fault or at-fault restatements.
Hedging and pledging of company securities
The Company maintains an Insider Trading Policy which prohibits hedging and pledging of Company securities. Hedging includes trading in publicly-traded options, puts, calls, or other derivative instruments that are designed to hedge or offset decreases and increases in the value of Company securities, including, without limitation, prepaid variable forward contracts, equity swaps, collars, and exchange funds. Pledging includes pledging Company securities as collateral for a loan, including using margin accounts with a broker. For more information on our Insider Trading Policy, please see the section titled “Code of Business Conduct and Ethics and Insider Trading Policy” on page 72.
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2024 NEO Compensation | ||
Base salary
Base salaries are reviewed annually with consideration to the impact on total compensation, taking into account factors including the NEO’s role, scope, and responsibilities an incumbent’s experience, prior roles, capability and contributions; relevant market data; and the terms of the relevant employment agreements, where applicable.
Officer | Currency | 2023 | 2024 | Change | ||||||||||
Richard L. Gelfond | USD | 1,200,000 | 1,200,000 | 0.0% | ||||||||||
Natasha Fernandes(1) | CAD | 500,000 | 550,000 | 10.0% | ||||||||||
Anne Globe (2) | USD | n/a | 725,000 | n/a | ||||||||||
Robert D. Lister | USD | 775,816 | 775,816 | 0.0% | ||||||||||
Mark Welton | CAD | 800,000 | 800,000 | 0.0% | ||||||||||
(1)Ms. Fernandes’ increase was effective April 1, 2024, and reflects an adjustment supported by her growth in experience as Chief Financial Officer as well as her contributions in 2024.
(2)Not an IMAX employee or officer in 2023; 2024 reflects annualized salary on appointment.
Annual cash bonus
We provide our NEOs with an annual cash bonus opportunity that can be earned based on an assessment of pre-established quantitative goals and a qualitative assessment of their strategic accomplishments and individual performance during the year. Ms. Fernandes received market adjustments to her target opportunity, increasing the target to 55% and 60% for the 2023 and 2024 performance year, respectively. No changes were made to other NEO target bonus opportunities.
Officer | Target (% of salary) | Quantitative performance weighting | Qualitative performance weighting | ||||||||
Richard L. Gelfond | 100 | % | 80 | % | 20 | % | |||||
Natasha Fernandes | 60 | % | 50 | % | 50 | % | |||||
Anne Globe | 50 | % | 50 | % | 50 | % | |||||
Robert D. Lister | 60 | % | 50 | % | 50 | % | |||||
Mark Welton | 70 | % | 50 | % | 50 | % | |||||
Quantitative performance
Each year the Compensation Committee reviews the quantitative performance metrics to ensure they align with the Company’s current financial and strategic goals. Financial metrics account for a majority of this element, which align outcomes with our success at meeting financial expectations during the year. This is complemented by quantitative strategic objectives that represent meaningful leading indicators of future financial performance and our success in expanding the IMAX System network globally. For 2024, the Compensation Committee approved the following metric changes:
•Total Revenue replaced IMAX global box office as the key metric assessing our top-line growth to reflect the diversification of IMAX’s revenue streams as it is important to align pay with broader top-line revenue performance.
•Total Adjusted EBITDA replaced Adjusted EBITDA Margin as the primary metric assessing our annual profitability given the Company’s focus on managing absolute dollar growth in 2024. Reasons for the selection of this metric included the uncertain impact of the Hollywood strikes and economic recovery in Mainland China, the desire to account for execution against cost reduction, and operational efficiency initiatives.
•The Free Cash Flow definition was updated to remove Growth CAPEX, which is defined as capital expenditure associated with investments in equipment for joint revenue sharing arrangements. Free Cash Flow before Growth CAPEX is beneficial as it focuses on a Company’s ability to generate cash after essential investments, highlighting true financial health and potential for shareholder returns.
•Adjusted EPS was removed given its overlap with other financial metrics and to promote simplicity in the scorecard. The weighting was reallocated to other financial metrics.
•Streaming Technology Bookings was added to align pay with achievements in expanding sources of revenue, reflecting our long-term strategic priorities and appetite for new business initiatives.
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The table below summarizes the metrics and their relevant weightings; threshold, target, and maximum goals; and actual results in respect of the 2024 performance metrics applicable to annual bonuses. These metrics applied consistently to all eligible plan participants, including the NEOs.
Performance goals | Quantitative Performance Element Payout (% target) | |||||||||||||||||||
Weight | Threshold | Target | Maximum | Actual | ||||||||||||||||
Total Revenue (m) | 25% | $328.1 | $386.0 | $463.2 | $352.2 | 71% | ||||||||||||||
Total Adjusted EBITDA (m) | 19% | $124.5 | $146.5 | $175.8 | $138.9 | 83% | ||||||||||||||
Free Cash Flow before Growth CAPEX (m) | 13% | $59.5 | $70.0 | $84.0 | $54.0 | 0% | ||||||||||||||
Installations (count) | 19% | 119 | 140 | 168 | 146 | 121% | ||||||||||||||
Signings (count) | 19% | 111 | 130 | 156 | 130 | 100% | ||||||||||||||
Streaming Technology Bookings (m) | 6% | $12.8 | $15.0 | $18.0 | $3.2 | 0% | ||||||||||||||
Associated payout (% of target opportunity)(1) | 50% | 100% | 200% | 75% | ||||||||||||||||
(1)Payouts by metric are calculated independently and interpolated on a straight-line basis between threshold, target and maximum. For performance below threshold, no bonus is earned.
Outcomes by metric ranged from below threshold to above target evidencing the rigor in the goal-setting process and reinforcing our culture of aligning pay to performance. The overall quantitative performance factor was 74.7% of target.
Qualitative performance
The Compensation Committee believes it is important to retain discretion in determining annual cash bonuses to ensure the alignment of pay and performance. The objective of the qualitative performance element of the bonus is to incentivize and reward individual NEO performance and outcomes in areas that are not necessarily quantifiable but are integral to our continued success. Areas considered generally reflect key strategic achievements that are leading indicators of our future performance. In 2024, this included success in demonstrating IMAX's global brand power, leadership within the global film industry including with filmmakers and studios, expansion of our local language film strategy, work to support the creation of new revenue streams, and diversification of the Company’s alternative content portfolio. For Ms. Fernandes and Mr. Lister, areas considered reflect their role in supporting IMAX’s ability to succeed in these areas, through their leadership of the finance, legal, and human resources functions.
In respect of the CEO, the Compensation Committee assesses and scores Mr. Gelfond’s performance. For other NEOs, the CEO evaluates their performance and recommends scores which the Compensation Committee reviews and approves. The table below shows the payout as a percentage of target for the qualitative element of the annual bonus (20% for the CEO and 50% for the other NEOs), although the Compensation Committee and CEO also give consideration to the overall total when approving outcomes.
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QUALITATIVE PERFORMANCE PORTION OF THE ANNUAL CASH BONUS (20% for the CEO and 50% for the other NEOs) | ||||||||
Officer | Key achievements considered in assessing individual performance | Qualitative Performance Element Payout (% of target) | ||||||
Richard L. Gelfond | The Committee considered the CEO’s leadership and achievements across a range of areas, including his personal role engaging directly with major studios, filmmakers and influencers. The following factors contributed to the Compensation Committee approving an outcome at 200% of target, resulting in an overall annual cash bonus being earned at target. •Solid box office performance: IMAX saw solid box office results, while navigating the impacts of a Hollywood strike impacted slate and economic challenges in China. IMAX also expanded the variety of content it programmed to include more other alternative content. •Strong slate of releases secured: IMAX’s exceptional brand value and proven success, enabled us to leverage our position to secure significant deals with Disney, Warner Bros., and Netflix, enhancing our financial growth prospects and further reinforcing our central position within Hollywood. •Improved studio relationships: Mr. Gelfond helped strengthen connections with filmmakers and studios, contributing to strong domestic box office performance and enabling the successful global film release strategies. •Enhanced investor relations strategy, driving improved market value: Mr. Gelfond initiated an overhaul in the Company’s messaging to the investor community, contributing to a 70.4% increase in our common share price in 2024. •Invested and advanced our technology: Invested in upgrading our film camera technology and launched new event content delivery systems, improving our infrastructure and live event offerings. •Expanded our global brand: Oversaw increases in system signings and installations as a result of deepening relationships in new markets; revamped our approach to marketing with the hiring of a new Chief Marketing Officer. •Improved cost management and generated savings: Achieved significant cost reductions, with SG&A expenses coming in below budget, and identified further cost-saving measures for future implementation. •Liquidity Management: Ended the year with significant liquidity, allowing for future strategic investments that will enable further growth. •Leadership Transformation: Oversaw several impactful changes to the management team. | 200 | % | |||||
Natasha Fernandes | •Successful leadership of the finance and investor relations function resulting in significant share price improvement and analyst and investor relationships. •Contributed to IMAX securing higher investor multiples through our positioning in the market. •Evaluated and executed sophisticated tax strategies, including an internal asset sale to more closely align the Company’s intellectual property ownership with its operations. •Led significant cost reduction initiatives, resulting in optimization of operations and resource allocation for efficiency gains. •Oversaw successful capital allocation and risk management strategies to maintain a healthy financial profile amidst the softer performance in China and the lingering effects of the Hollywood strikes. | 142 | % | |||||
Anne Globe | •Strengthened relationships with key studio partners, resulting in better collaboration and stronger IMAX brand representation. •Executed new and innovative marketing campaigns and initiatives that positively promoted the IMAX brand and grew our presence in alternative content. •Achieved cost savings and operational efficiency by developing in-house creative digital and social media functions. | 120 | % | |||||
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QUALITATIVE PERFORMANCE PORTION OF THE ANNUAL CASH BONUS (20% for the CEO and 50% for the other NEOs) | ||||||||
Robert D. Lister | •Helped lead Board efforts related to effective governance oversight, including expanded executive succession planning in response to shareholder feedback. •Led the securing of favorable contractual terms for IMAX in agreements with key partners, particularly on Hollywood studio side. •Provided global leadership across all IMAX global offices, including through oversight of Human Resources function, which implemented numerous system modernization initiatives in 2024. | 122 | % | |||||
Mark Welton | •Direct accountability for the teams working on signings and installations, with both metrics achieving at or above target outcomes. •Led negotiations on significant new exhibition agreements; generated revenue through key contractual restructuring. •Improved customer satisfaction and timely installation and maintenance through his effective management of the Tech Services and Theatre Ops teams. •Helped lead the opening of new markets and opportunities in connection with IMAX Live content initiative. | 122 | % | |||||
Outcomes
The above performance resulted in the Compensation Committee approving the following annual cash bonuses for the NEOs in respect of 2024 performance.
Officer | Currency | Target bonus(1) | Actual bonus | Actual bonus as % of target | ||||||||||
Richard L. Gelfond | USD | 1,200,000 | 1,196,391 | 99.7 | % | |||||||||
Natasha Fernandes | CAD | 322,500 | 350,000 | 108.5 | % | |||||||||
Anne Globe | USD | 336,068 | 327,027 | 97.3 | % | |||||||||
Robert D. Lister | USD | 465,490 | 452,968 | 97.3 | % | |||||||||
Mark Welton | CAD | 560,000 | 544,936 | 97.3 | % | |||||||||
(1)Calculated based on eligible earnings and the applicable target bonus opportunity for the year.
Long-term incentives
Equity-based long-term incentive awards account for the highest proportion of each NEO’s target compensation mix and provide direct alignment with the interests of our shareholders given exposure to movements in IMAX’s share price. Awards recognize the scope of a role’s responsibility, reward demonstrated performance, and encourage retention of talent and continuity in executive leadership. The level of value realized will reflect leadership contributions to the successful execution of our strategy and our ability to deliver long-term sustainable growth.
Long-term Incentive Awards granted in 2024
In 2024, NEOs other than Ms. Globe received target long-term incentive awards in an equally weighted mix of PSUs and RSUs. Ms. Globe received 25% of her long-term incentive award in PSUs and the balance in RSUs. The mix of Ms. Globe’s 2025 award will be equally weighted, consistent with those awarded to our other officers. There were no changes to the PSU or RSU designs in 2024 relative to 2023.
In determining target award values, the Compensation Committee considers several factors including individual and company performance, role scope and responsibility, the NEO’s aggregate compensation opportunity, internal relativities, the availability of equity, market practices among peers and, if relevant, the terms set out in a NEO’s employment agreement. There were no changes to the target award values approved by the Compensation Committee for 2024 relative to 2023.
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Officer | Target grant value (USD)(1) | ||||
Richard L. Gelfond | 5,500,000 | ||||
Natasha Fernandes | 600,000 | ||||
Anne Globe | 825,000 | ||||
Robert D. Lister | 1,450,000 | ||||
Mark Welton | 1,450,000 | ||||
(1)The number of PSUs and RSUs awarded is determined by dividing the approved target values by the grant date fair market value of our Common Shares.
Performance stock units awarded in 2024
For NEOs other than Ms. Globe, PSUs can be earned between 0% - 165% of the target value, based on IMAX’s average annual Adjusted EBITDA growth (weighted at 60%) and TSR relative to a custom peer group (weighted at 40%). The peer group used for relative TSR purposes is consistent with our compensation peer group as this reflects relevant industry companies against which to assess our investment return performance. Both measures are assessed over a three-year performance period which will conclude on December 31, 2026. Ms. Globe’s 2024 PSUs are only subject to the annual Adjusted EBITDA growth metric and accordingly can be earned up to 175% of target. Consistent with the other NEOs, Ms. Globe’s 2025 PSUs will be allocated 60% and 40% for Adjusted EBITDA and TSR, respectively.
Metric(1) | Threshold | Threshold - Target | Target | Maximum | |||||||||||||
Average Annual Adjusted EBITDA Growth | Goals | 5.0% | 10.0% | 12.5% | ≥ 20% | ||||||||||||
Vesting (% of target) | 50% | 75% | 100% | 175% | |||||||||||||
Relative TSR Percentile Rank(2) | Goals | 25th | - | 50th | ≥ 90th | ||||||||||||
Vesting (% of target) | 30% | - | 100% | 150% | |||||||||||||
(1)Payouts by metric are calculated independently and interpolated on a straight-line basis between threshold, threshold-target (as applicable), target and maximum. For performance below threshold, no PSUs will vest.
(2)The 2024 relative TSR peer group comprises Ambarella, Inc., Cinemark Holdings, Inc., Cineplex, Inc., Corsair Gaming, Inc., Dolby Laboratories, Inc., fuboTV Inc., Harmonic, Inc., Knowles Corporation, Lions Gate Entertainment Corp., The Marcus Corporation, WildBrain Ltd., and Xperi Inc.
Restricted share units awarded in 2024
RSUs are generally earned based on continued service and vest in three tranches on the first (33%), second (33%), and third (34%) anniversaries of the date of grant.
Assessment of 2022 performance stock unit vesting
At the conclusion of 2024, the three-year performance period ended for PSUs granted in 2022. Awards were subject to goals based on Adjusted EBITDA growth (60%) and TSR relative to the Russell 2000 constituents (40%). The Company achieved a payout of 154.4% of target, underscoring strong performance as IMAX has navigated a challenging post-COVID-19 operating environment, difficult economic conditions in China, and writers’ and actors’ strikes in Hollywood.
Metric(1) | Threshold | Threshold - Target | Target | Target - Maximum | Maximum | Actual | |||||||||||||||||
Average Annual Adjusted EBITDA Growth | Goals | 5.0% | 10.0% | 12.5% | -% | ≥ 20% | 24.0% | ||||||||||||||||
Vesting (% of target) | 50% | 75% | 100% | - | 175% | 175% | |||||||||||||||||
Relative TSR Percentile Rank | Goals | 40th | 50th | 70th | 80th | ≥ 90th | 79th | ||||||||||||||||
Vesting (% of target) | 37.5% | 50% | 100% | 125% | 175% | 123.5% | |||||||||||||||||
(1)Payouts by metric were calculated independently and interpolated on a straight-line basis between threshold, threshold-target (as applicable), target, target – maximum (as appropriate) and maximum. For performance below threshold, no PSUs would have vested.
Other elements of compensation
Retirement and pension plans
All employees are offered the opportunity to participate in at least one capital accumulation plan, to aid them in preparation for their future retirement. The plans for which an employee is eligible, including our NEOs, vary based on their country of residence and level of seniority.
NEOs participate in local market defined contribution-style tax-advantaged retirement savings plans, which are offered on consistent terms to all eligible employees.
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Mr. Gelfond is also eligible to receive benefits under a Supplemental Executive Retirement Plan (“SERP”) which was established in 2000, and a post-retirement medical benefits plan. These benefits contribute to a competitive overall total compensation package.
•The SERP is an unfunded defined benefit arrangement with a fixed value of $20.3 million pursuant to the Gelfond Agreement. Mr. Gelfond is 100% vested in the benefits and in the event of his termination of employment, other than by the Company for cause, is entitled to receive the benefits as a lump sum.
•The post-retirement medical benefits plan is an unfunded arrangement that covers Mr. Gelfond and his dependents. Mr Gelfond is fully vested in the plan, which provides that the Company will maintain retiree health benefits until Mr. Gelfond becomes eligible for Medicare at which time the Company will provide Medicare supplemental coverage, as selected by Mr. Gelfond. If such supplemental coverage is not permitted, Mr. Gelfond will be entitled to an annual cash payment equal to the value of such coverage.
Other benefits
The Company provides additional benefits and perquisites to eligible senior executives, including the NEOs. The benefits contribute to a market competitive total rewards package, with the goal of ensuring that our senior executives are focused on their health and well-being which we hope will better enable them to discharge their duties and effectively focus on their contributions to IMAX. NEOs were eligible for all or some of the following benefits in 2024, as footnoted under the Summary Compensation Table:
•Participation in an Executive Supplemental Health Plan for eligible senior executives based in the United States, which provides expanded coverage and reimbursement of services not covered by our medical, dental and vision plans.
•An executive wellness allowance, which provides for reimbursement of up to $2,500 in qualifying wellness costs annually.
•The provision of a company car or car allowance, along with the opportunity to submit reasonable car-related expenses for reimbursement.
•A death-in-service benefit which provides for a lump sum payment to an eligible executive’s beneficiaries, equal to two-times base salary (subject to absolute caps) in the event of the executive’s death prior to actual retirement at age 65.
•Reimbursement of qualifying expenses related to life insurance premiums.
•Reimbursement of qualifying expenses related to tax, financial and estate planning services, charitable giving, business club memberships and other incidentals.
Additional Information | ||
Employment and change-in-control agreements
The Company has written employment agreements or offer letters with each NEO, which are described in detail in the “Potential Payments upon Termination or Change-in-Control” on page 51. These agreements are critical to attract and retain experienced talent within our industry, and to motivate and properly incentivize our NEOs, while still allowing the Compensation Committee and the CEO requisite discretion to determine overall compensation. The agreements specify details on the terms applicable to salary, bonus, equity awards, and the restrictive covenants the NEO is subject to (which includes non-competition and non-solicitation provisions). Generally, the agreements are established at the time of hire and are amended from time to time to extend or modify the terms of employment, including to reflect compensation decisions resulting from a promotion or other change in job responsibility.
Each NEO’s employment arrangement requires that we make certain payments to the relevant NEO in the event of a termination of employment for various reasons, including in connection with a change-in-control. The provisions are designed to promote stability and continuity of senior management in the event of a transaction involving a change in control. No NEO has a “single-trigger” change-in-control benefit (other than Mr. Gelfond—see below); all such provisions require a qualifying termination of employment following a change-in-control event.
The Gelfond Agreement includes provisions originally negotiated in connection with his role as an equity-holder pursuant to a shareholders agreement entered as part of the acquisition of IMAX in 1994 by Mr. Gelfond and the Company’s former co-CEO and Chairman, Bradley J. Wechsler, as well as an incentive bonus granted in 2006. These legacy provisions provide Mr. Gelfond with the opportunity to earn two payments on a change-in-control, based on the value of the Company as shown in the “Potential Payments upon Termination or Change-in-Control” section starting on page 51. The Compensation Committee has reviewed these provisions and believes that renegotiating legacy agreements with Mr. Gelfond (and/or Mr. Wechsler who retains his rights to similar payments even though his employment with the Company ended in 2009) that are 20-30 years old would be both impracticable for the Company and damaging to shareholders. The Compensation Committee continues to believe that these legacy provisions align with shareholders’ interests, while not creating undue risk.
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Tax and accounting considerations
To the extent that any compensation paid to the NEOs constitutes a deferral of compensation within the meaning of Section 409A of the Internal Revenue Code of 1986 (the “Code”), we intend to cause the compensation to comply with the requirements of Section 409A and to avoid the imposition of penalty taxes and interest upon the participant receiving the award. In determining the form and amount of compensation awarded we look mainly to the compensation principles and objectives outlined above while also considering the impact of Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation – Stock Compensation”.
Section 162(m) of the Code limits the deductibility of compensation paid to certain top executives to $1.0 million per taxable year. Prior to the enactment of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), there was an exemption from this $1.0 million deduction limit for compensation payments that qualified as “performance-based” under applicable regulations. In 2017, we modified our annual bonus program to comply with the requirements of Section 162(m), including Compensation Committee approval of metrics and targets at the beginning of the fiscal year. However, the enactment of the Tax Act eliminated the performance-based compensation exemption, except with respect to certain grandfathered arrangements.
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COMPENSATION COMMITTEE REPORT
The members of the Compensation Committee hereby state that they have reviewed and discussed the Compensation Discussion and Analysis for the year ended December 31, 2024, with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Circular.
April 25, 2025 | Respectfully submitted, | ||||
| Kevin Douglas (Chair) | |||||
Steve Pamon Dana Settle | |||||
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2024 SUMMARY COMPENSATION TABLE
The table below sets forth the compensation earned by the NEOs during the last three completed fiscal years.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||
| Richard L. Gelfond | 2024 | 1,200,000 | — | 5,499,983 | (2) | 1,196,391 | — | (3) | 85,437 | (4) | 7,981,811 | |||||||||||||||||||||||||||
| Chief Executive Officer | 2023 | 1,200,000 | — | 5,499,992 | 1,954,521 | — | 74,122 | 8,728,635 | ||||||||||||||||||||||||||||||
| and Director | 2022 | 1,200,000 | — | 5,499,961 | 1,258,243 | — | 79,800 | 8,038,004 | ||||||||||||||||||||||||||||||
Natasha Fernandes(5) | 2024 | 373,562 | — | 799,972 | (6) | 243,250 | 41,034 | (7) | 1,457,818 | |||||||||||||||||||||||||||||
| Chief Financial Officer and | 2023 | 370,513 | — | 774,964 | 300,000 | — | 44,041 | 1,489,518 | ||||||||||||||||||||||||||||||
| Executive Vice President | 2022 | 336,032 | — | 599,994 | 250,000 | — | 38,352 | 1,224,377 | ||||||||||||||||||||||||||||||
Anne Globe(8) | 2024 | 672,135 | — | 824,977 | (9) | 327,027 | — | 54,908 | (10) | 1,879,047 | ||||||||||||||||||||||||||||
| Chief Marketing Officer | 2023 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 2022 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Robert D. Lister | 2024 | 775,816 | 1,449,972 | (11) | 452,968 | 95,712 | (12) | 2,774,468 | ||||||||||||||||||||||||||||||
| Chief Legal Officer and | 2023 | 772,013 | 1,449,951 | 644,322 | 136,911 | 3,003,197 | ||||||||||||||||||||||||||||||||
| Senior Executive Vice President | 2022 | 755,065 | — | 1,449,973 | 500,000 | — | 67,496 | 2,772,534 | ||||||||||||||||||||||||||||||
Mark Welton(13) | 2024 | 556,000 | — | 1,449,972 | (14) | 378,731 | 66,628 | (15) | 2,451,331 | |||||||||||||||||||||||||||||
| President, IMAX Global Theatres | 2023 | 599,817 | 1,449,951 | 600,000 | — | 71,389 | 2,721,157 | |||||||||||||||||||||||||||||||
| 2022 | 566,777 | — | 1,449,973 | 500,000 | — | 59,151 | 2,575,900 | |||||||||||||||||||||||||||||||
(1)As required by SEC rules, the “Stock Awards” columns in this Summary Compensation Table reflect the aggregate grant date fair values of PSUs and RSUs, respectively, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (with no reductions for forfeitures). See “Capital Stock — Share-Based Compensation” in Note 16 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for the assumptions used to calculate the fair value of the PSUs and RSUs. Whether, and to what extent, an NEO realizes value with respect to PSU, or RSU awards will depend on our actual operating performance, stock price fluctuations relative to a peer group and the NEO’s continued employment through the applicable vesting date.
(2)This amount represents the grant date fair value of 183,578 RSUs and 173,877 PSUs granted on January 2, 2024 pursuant to the Gelfond Agreement. The grant date fair value of the PSU awards granted to Mr. Gelfond in 2024, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Adjusted EBITDA award and the initial TSR awards, respectively) is $4,537,473.
(3)The carrying value of Mr. Gelfond’s benefits under the SERP increased due to changes in actuarial assumptions that are unrelated to the value Mr. Gelfond will derive under the SERP. Pursuant to the terms of an amendment to the Gelfond Agreement, effective January 1, 2020, Mr. Gelfond is entitled to a fixed value of $20.3 million under the SERP. See “Employers Pension and Postretirement Benefits — Defined Benefit Plan” in Note 22 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for more information related to the SERP.
(4)This amount reflects: (i) $8,625 for contributions to his 401(k) retirement plan; (ii) $10,128 for the supplemental health reimbursement premiums; (iii) $42,065 for allowance for personal automobile use; (iv) $2,500 reimbursement under the Executive Wellness Plan; (v) $20,371 for costs incurred during business travel; and (vi) $1,748 for other incidentals.
(5)Ms. Fernandes’ salary, bonus, non-equity incentive plan compensation, and all other compensation are paid in Canadian dollars. Exchange rates of US$1.00 = CAD$1.4389 in 2024, US$1.00 = CAD$1.3226 in 2023, and US$1.00 = CAD$1.3544 in 2022 have been applied to convert such amounts from Canadian dollars to U.S. dollars. The exchange rates were as of the last trading date in the relevant year.
(6)This amount represents the grant date fair value of 23,710 RSUs and 21,929 PSUs granted on March 7, 2024 pursuant to Ms. Fernandes’ employment agreement. The grant date fair value of the PSU awards granted to Ms. Fernandes in 2024, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Adjusted EBITDA award and the initial TSR awards, respectively) is $659,974.
(7)This amount reflects: (i) $18,678 for contributions to her retirement plan; (ii) $20,212 for allowance for personal automobile use; (iii) $1,396 reimbursement for the Executive Wellness Plan; and (iv) $748 for tax preparation related to business travel.
(8)Ms. Globe joined the Company on January 29, 2024.
(9)This amount represents the grant date fair value of 36,677 RSUs and 12,225 PSUs granted on March 7, 2024 pursuant to Ms. Globe’s employment agreement. The grant date fair value of the PSU awards granted to Ms. Globe in 2024, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% of target of the initial Adjusted EBITDA award) is $360,913.
(10)This amount reflects: (i) $9,284 for the supplemental health reimbursement premiums; (ii) $19,870 for allowance for personal automobile use; (iii) $8,625 for contributions to her 401(k) retirement plan; (iv) $2,292 in reimbursement for the Executive Wellness Plan; and (v) $14,837 for reimbursable office expenses.
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(11)This amount represents the grant date fair value of 42,975 RSUs and 39,747 PSUs granted on March 7, 2024 pursuant to Mr. Lister’s employment agreement. The grant date fair value of the PSU awards granted to Mr. Lister in 2024, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Adjusted EBITDA award and the initial TSR awards, respectively) is $1,196,224.
(12)This amount reflects: (i) $16,404 for the supplemental health reimbursement premiums; (ii) $34,109 for allowance for personal automobile use; (iii) $8,625 for contributions to his 401(k) retirement plan; (iv) $34,074 for a taxable benefit in relation to the achievement of the Service Factor; and (v) $2,500 reimbursement for the Executive Wellness Plan.
(13)Mr. Welton’s salary, bonus, non-equity incentive plan compensation and all other compensation are paid in Canadian dollars. Exchange rates of US$1.00 = CAD$1.4389 in 2024, US$1.00 = CAD$1.3226 in 2023, and US$1.00 = CAD$1.3544 in 2022 have been applied to convert such amounts from Canadian dollars to U.S. dollars. The exchange rates were as of the last trading date in the relevant year.
(14)This amount reflects the grant date fair value of 42,975 RSUs and 39,747 PSUs granted on March 7, 2024 pursuant to Mr. Welton’s employment agreement. The grant date fair value of the PSU awards granted to Mr. Welton in 2024, assuming the highest level of performance conditions associated with these PSUs occurs (capped at 175% and 150% of target of the initial Adjusted EBITDA award and the initial TSR awards, respectively) is $1,196,224.
(15)This amount reflects: (i) $30,462 for contributions to his retirement plan including the non-registered Plan; (ii) $24,533 for allowance for personal automobile use; (iii) $9,004 for life insurance payments and other taxable benefit reimbursements; (iv) $2,280 reimbursement for the Executive Wellness Plan; and (v) $349 for other incidentals.
The material terms of the NEOs’ employment agreements are described below in “Potential Payments upon Termination or Change-in-Control” and such summaries are qualified in their entirety by the full text of such agreement.
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2024 GRANTS OF PLAN-BASED AWARDS
The following table sets forth information relating to grants of PSUs and RSUs made to NEOs during the fiscal year ended December 31, 2024 under any plan, including awards that subsequently have been transferred.
Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts under Equity Incentive Plan Awards (2) | |||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#)(3) | Maximum (#)(4) | All Other Stock Awards: Number of Shares or Stock or Units (5) (#) | Grant Date Fair Value of Stock and Option Awards (6) ($) | |||||||||||||||||||||||||||||
| Richard L. Gelfond | - | 1,200,000 | 2,400,000 | (7) | - | - | - | - | - | |||||||||||||||||||||||||||||
| Jan 2, 2024 | - | - | - | - | 173,877 | 288,351 | - | 2,749,984 | ||||||||||||||||||||||||||||||
| Jan 2, 2024 | - | - | - | - | - | - | 183,578 | (8) | 2,749,998 | |||||||||||||||||||||||||||||
Natasha Fernandes(9) | - | 224,137 | (10) | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Mar 7, 2024 | - | - | 21,929 | 36,449 | - | 399,984 | ||||||||||||||||||||||||||||||||
| Mar 7, 2024 | - | - | - | - | - | - | 23,710 | (11) | 399,988 | |||||||||||||||||||||||||||||
| Anne Globe | - | 336,068 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Mar 7, 2024 | - | - | - | - | 12,225 | 21,393 | - | 206,236 | ||||||||||||||||||||||||||||||
| Mar 7, 2024 | - | - | - | - | - | - | 36,677 | (12) | 618,741 | |||||||||||||||||||||||||||||
| Robert D. Lister | - | 465,490 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Mar 7, 2024 | - | - | - | - | 39,747 | 66,066 | - | 724,984 | ||||||||||||||||||||||||||||||
| Mar 7, 2024 | - | - | - | - | - | - | 42,975 | (13) | 724,988 | |||||||||||||||||||||||||||||
Mark Welton(14) | - | 389,200 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Mar 7, 2024 | - | - | - | - | 39,747 | 66,066 | - | 724,984 | ||||||||||||||||||||||||||||||
| Mar 7, 2024 | - | - | - | - | - | - | 42,975 | (15) | 724,988 | |||||||||||||||||||||||||||||
(1)Represents annual cash bonus awards. The Target column reflects the award granted had we achieved all of our 2024 performance measures at target, and are based on eligible earnings and the applicable target bonus for the year. See “Compensation Discussion and Analysis — 2024 NEO Compensation — Annual cash bonus” on page 34. Actual payouts are reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.”
(2)Each PSU represents a contingent right to receive one Common Share. The number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial Adjusted EBITDA award and 150% of the initial TSR award, depending upon actual performance versus the established Adjusted EBITDA and TSR targets. All PSUs were awarded under the IMAX LTIP.
(3)This amount represents the PSUs granted in 2024, which were awarded under the IMAX LTIP.
(4)This amount represents the maximum vesting opportunity available for the PSUs granted in 2024, which will be evaluated at the conclusion of the three-year performance period depending upon actual performance versus the established Adjusted EBITDA and TSR targets.
(5)Each RSU represents a contingent right to receive one Common Share. All RSUs were awarded under the IMAX LTIP.
(6)This amount represents the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 (with no reductions for expected forfeitures). See “Capital Stock — Share-Based Compensation” in Note 16 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for the assumptions used to calculate the fair value of the RSUs and PSUs. Whether, and to what extent, an NEO realizes value with respect to RSU or PSU awards will depend on our actual operating performance, stock price fluctuations, and the NEO’s continued employment.
(7)Mr. Gelfond has a maximum annual bonus opportunity pursuant to his employment agreement of 200% of his base salary.
(8)These RSUs represent 183,578 RSUs granted on January 2, 2024 pursuant to the Gelfond Agreement. These RSUs will vest and convert to Common Shares in three installments: 61,192 on January 2, 2025 and 61,193 on each of January 2, 2026 and January 2, 2027.
(9)Ms. Fernandes’ estimated future payouts under non-equity incentive plan awards are paid in Canadian dollars. An exchange rate of US$1.00= CAD$1.4389 in 2024 has been applied to convert such amounts from Canadian dollars to U.S. dollars.
(10)Ms. Fernandes’ target bonus percentage increased to 60% for the 2024 performance year.
(11)These RSUs represent 23,710 RSUs granted on March 7, 2024 pursuant to Ms. Fernandes’ employment agreement. The RSUs will vest and convert to Common Shares in three installments: 7,903 on each of March 7, 2025 and March 7, 2026 and 7,904 on March 7, 2027.
(12)These RSUs represent 36,677 RSUs granted on March 7, 2024 pursuant to Ms. Globe’s employment agreement. The RSUs will vest and convert to Common Shares in three installments: 12,225 on each of March 7, 2025 and March 7, 2026 and 12,227 on March 7, 2027.
(13)These RSUs represent 42,975 RSUs granted on March 7, 2024 pursuant to Mr. Lister’s employment agreement. These RSUs vest and will convert to Common Shares in three installments: 14,325 on each of March 7, 2025, March 7, 2026 and March 7, 2027.
(14)Mr. Welton’s estimated future payouts under non-equity incentive plan awards are paid in Canadian dollars. An exchange rate of US$1.00= CAD$1.4389 in 2024 has been applied to convert such amounts from Canadian dollars to U.S. dollars.
(15)These RSUs represent 42,975 RSUs granted on March 7, 2024 pursuant to Mr. Welton’s employment agreement. These RSUs will vest and convert to Common Shares in three installments: 14,325 on each of March 7, 2025, March 7, 2026 and March 7, 2027.
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Additional terms and conditions of the PSUs and RSUs granted detailed above are described below in “Potential Payments upon Termination or Change-in-Control” and such summaries are qualified in their entirety by the full text of such agreement.
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OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
The following table sets forth information relating to unexercised equity awards for each NEO outstanding as of December 31, 2024.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||||
| Richard L. Gelfond | — | — | — | — | ||||||||||||||||||||||||||||||||||
| 467,625 | — | 29.58 | January 5, 2025 | — | — | — | — | |||||||||||||||||||||||||||||||
| 486,284 | — | 31.40 | June 7, 2026 | — | — | — | — | |||||||||||||||||||||||||||||||
| 356,757 | — | 31.90 | January 3, 2027 | — | — | — | — | |||||||||||||||||||||||||||||||
| 452,675 | — | 23.20 | January 2, 2028 | — | — | — | — | |||||||||||||||||||||||||||||||
| 522,979 | — | 18.75 | January 2, 2029 | — | — | — | — | |||||||||||||||||||||||||||||||
| — | — | — | — | 51,383 | (1) | 1,315,405 | (4) | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | 125,057 | (2) | 3,201,459 | (4) | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | 183,578 | (3) | 4,699,597 | (4) | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 52,083 | (5) | 1,333,325 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 92,488 | (6) | 2,367,693 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 61,179 | (7) | 1,566,182 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 112,551 | (8) | 2,881,306 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 63,731 | (9) | 1,631,514 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 110,146 | (10) | 2,819,738 | (4) | |||||||||||||||||||||||||||||
| Natasha Fernandes | 2,652 | — | 22.49 | March 7, 2026 | — | — | — | — | ||||||||||||||||||||||||||||||
| 7,422 | (11) | 190,003 | (4) | — | — | |||||||||||||||||||||||||||||||||
| — | — | — | — | 13,852 | (12) | 354,611 | (4) | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | 23,710 | (13) | 606,976 | (4) | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | 7,422 | (6) | 190,003 | (4) | |||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 6,715 | (7) | 171,904 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12,466 | (8) | 319,130 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 7,703 | (9) | 197,197 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 14,226 | (10) | 364,186 | (4) | |||||||||||||||||||||||||||||
| Anne Globe | 36,677 | (14) | 938,931 | (4) | ||||||||||||||||||||||||||||||||||
| 12,225 | (10) | 312,960 | (4) | |||||||||||||||||||||||||||||||||||
| Robert D. Lister | ||||||||||||||||||||||||||||||||||||||
| 50,143 | — | 22.49 | March 7, 2026 | — | — | — | — | |||||||||||||||||||||||||||||||
| — | — | — | — | 11,959 | (15) | 306,150 | (4) | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | 25,916 | (16) | 663,450 | (4) | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | 42,975 | (17) | 1,100,160 | (4) | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 10,931 | (5) | 279,834 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 21,523 | (6) | 550,989 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12,564 | (7) | 321,638 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 23,324 | (8) | 597,094 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 13,962 | (9) | 357,427 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 25,785 | (10) | 660,096 | (4) | |||||||||||||||||||||||||||||
| Mark Welton | — | — | — | — | ||||||||||||||||||||||||||||||||||
| 49,504 | — | 22.49 | March 7, 2026 | — | — | — | — | |||||||||||||||||||||||||||||||
| — | — | — | — | 11,959 | (15) | 306,150 | (4) | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | 25,916 | (16) | 663,450 | (4) | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | 42,975 | (17) | 1,100,160 | (4) | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | — | 10,931 | (5) | 279,834 | (4) | ||||||||||||||||||||||||||||||
| — | — | — | — | — | — | 21,523 | (6) | 550,989 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 12,564 | (7) | 321,638 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 23,324 | (8) | 597,094 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 13,962 | (9) | 357,427 | (4) | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | 25,785 | (10) | 660,096 | (4) | |||||||||||||||||||||||||||||
(1)51,383 of the RSUs will vest and convert to Common Shares on January 2, 2025.
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(2)62,528 of the RSUs will vest and convert to Common Shares on January 2, 2025 and 62,529 on January 2, 2026.
(3)61,192 of the RSUs will vest and convert to Common Shares on January 2, 2025 and 61,193 on each of January 2, 2026 and January 2, 2027.
(4)Market value is based on the closing price of the Common Shares on the NYSE on December 31, 2024 ($25.60). These amounts assume achievement of performance at target.
(5)These PSUs will vest and convert to Common Shares in the first quarter of 2025. At the conclusion of the three-year performance period on December 31, 2024, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established TSR target.
(6)These PSUs will vest and convert to Common Shares in the first quarter of 2025. At the conclusion of the three-year performance period on December 31, 2024, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established Adjusted EBITDA target.
(7)These PSUs will vest and convert to Common Shares in the first quarter of 2026. At the conclusion of the three-year performance period on December 31, 2025, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established TSR target.
(8)These PSUs will vest and convert to Common Shares in the first quarter of 2026. At the conclusion of the three-year performance period on December 31, 2025, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established Adjusted EBITDA target.
(9)These PSUs will vest and convert to Common Shares in the first quarter of 2027. At the conclusion of the three-year performance period on December 31, 2026, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 150% of the initial award, depending upon actual performance vs. the established TSR target.
(10)These PSUs will vest and convert to Common Shares in the first quarter of 2027. At the conclusion of the three-year performance period on December 31, 2026, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance vs. the established Adjusted EBITDA target.
(11)7,422 of the RSUs will vest and convert into common shares on March 7, 2025.
(12)6,925 of the RSUs will vest and convert into common shares on March 7, 2025 and 6,927 on March 7, 2026.
(13)7,903 of the RSUs will vest and convert into common shares on each of March 7, 2025 and March 7, 2026 and 7,904 on March 7, 2027.
(14)12,225 of the RSUs will vest and convert into common shares on each of March 7, 2025 and March 7, 2026 and 12,227 on March 7, 2027.
(15)11,959 of the RSUs will vest and convert to Common Shares on March 7, 2025
(16)12,957 of the RSUs will vest and convert into Common Shares on March 7, 2025 and 12,959 on March 7, 2026.
(17)14,325 of the RSUs will vest and convert to Common Shares on each of March 7, 2025, March 7, 2026 and March 7, 2027.
All stock options and RSUs in the “Outstanding Equity Awards at 2024 Fiscal Year-End” table were granted under the Stock Option Plan or the IMAX LTIP as described above in “Compensation Discussion and Analysis.”
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OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024
The following table sets forth all stock awards that vested and the value realized upon vesting during the fiscal year ended December 31, 2024 for each of the NEOs on an aggregated basis.
| Name | Number of Shares Acquired on Exercise of Options (#) | Value Realized on Option Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||||||||
| Richard L. Gelfond | — | — | 330,056 | (2) | 5,243,353 | |||||||||||||||
| Natasha Fernandes | 2,957 | 13,795 | (3) | 16,710 | (4) | 280,728 | ||||||||||||||
Anne Globe | — | — | — | — | ||||||||||||||||
| Robert D. Lister | 55,910 | 260,222 | (3) | 62,503 | (5) | 1,050,050 | ||||||||||||||
| Mark Welton | 39,432 | 183,584 | (3) | 62,504 | (6) | 1,050,067 | ||||||||||||||
(1)Represents the aggregate dollar amount realized upon the vesting of stock award based on the closing price of the Common Shares on the NYSE on the respective vesting date.
(2)Represents (i) 113,910 RSUs vested and converted into 113,910 Common Shares on January 2, 2024, (ii) 52,084 RSUs vested and converted into 52,084 Common Shares on January 4, 2024, and (iii) 164,062 PSUs vested and converted into 164,062 Common Shares on March 7, 2024.
(3)These options were exercised on December 9, 2024. The options were issued in 2018 and set to expire on March 7, 2025. The transaction was driven solely by the upcoming expiration of the options and the Company’s fourth quarter trading blackout period that commenced on December 18, 2024.
(4)Represents (i) 15,218 RSUs vested and converted into 15,218 Common Shares and (ii) 1,492 PSUs vested and converted into 1,492 Common Shares on March 7, 2024.
(5)Represents (i) 39,647 RSUs vested and converted into 39,647 Common Shares and (ii) 22,856 PSUs vested and converted into 22,856 Common Shares on March 7, 2024.
(6)Represents (i) 39,648 RSUs vested and converted 39,648 Common Shares and (ii) 22,856 PSUs vested and converted into 22,856 Common Shares on March 7, 2024.
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2024 PENSION BENEFITS
The following table sets forth information relating to each defined benefit pension plan that provides for payments or other benefits at, following, or in connection with retirement, as of December 31, 2024.
| Number of Years | Present Value of | Payments During | |||||||||||||||
Name and Principal Position of Named Executive Officer | Plan Name | of Credited Service (#) | Accumulated Benefits(1) ($) | Last Fiscal Year ($) | |||||||||||||
| Richard L. Gelfond | Supplemental Executive Retirement Plan | 23.5 | 18,955,000 | (2) | — | ||||||||||||
| Post-Retirement Medical Benefits | — | 254,000 | — | ||||||||||||||
(1)See “Employers Pension and Postretirement Benefits — Defined Benefit Plan and Postretirement Benefits - Executives” in Note 22 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for certain assumptions used to calculate the present value of accumulated benefits.
(2)This amount represents the result of actuarial assumptions regarding the carrying value of Mr. Gelfond’s benefits under the SERP that are unrelated to the value Mr. Gelfond will derive under the SERP. Pursuant to the terms of an amendment to the Gelfond Agreement, effective January 1, 2020, Mr. Gelfond is entitled to a fixed value of $20.3 million under the SERP. See “Employers Pension and Postretirement Benefits— Defined Benefit Plan” in Note 22 of the Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for more information related to the SERP.
We have an unfunded U.S. defined benefit pension plan, the SERP, covering Mr. Gelfond, which was established in 2000. The SERP provides for a lifetime retirement benefit from age 55. Under the terms of the SERP, if Mr. Gelfond’s employment is terminated other than for Cause (as defined in the Gelfond Agreement), he is entitled to receive SERP benefits in the form of a lump sum payment. SERP benefit payments to Mr. Gelfond are subject to a deferral for six months after the termination of his employment, at which time Mr. Gelfond will be entitled to receive interest on the deferred amount credited at the applicable federal rate for short-term obligations. The vesting percentage increased on a straight-line basis from inception until age 55. Mr. Gelfond’s SERP benefits became 100% vested on July 10, 2010. Under the terms of the Gelfond Agreement, the total amount of benefit payable to Mr. Gelfond under the SERP has been fixed at $20.3 million. For more information regarding changes in the SERP value, see the “2024 Summary Compensation Table” on page 42. We are required to assume a retirement date of December 31, 2024 for Mr. Gelfond for purposes of the "2024 Pension Benefits" table, even though the Gelfond Agreement runs through December 31, 2025.
The value of Mr. Gelfond’s pension benefits under the SERP increased compared to December 31, 2023 value. See “Employers Pension and Postretirement Benefits — Defined Benefit Plan” in Note 22 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K for more information related to this calculation.
We also maintain an unfunded post-retirement medical benefits plan covering Mr. Gelfond. This plan provides that we will maintain retiree health benefits for Mr. Gelfond until he becomes eligible for Medicare and, thereafter, we will provide Medicare supplemental coverage as selected by Mr. Gelfond. If the foregoing coverage is not permitted, Mr. Gelfond will be entitled to an annual cash payment equal to the value of such coverage. Mr. Gelfond is fully vested in this plan.
Further descriptions of the SERP, the unfunded post-retirement medical benefits plan and our defined contribution plans are summarized above in “Compensation Discussion and Analysis – Retirement and Pension Plans” on page 38.
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PAY RATIO DISCLOSURE
The Dodd-Frank Act requires us to disclose the ratio of the CEO’s annual total compensation to that of the Company’s global median employee (excluding the CEO).
Under the rules, we are permitted to use the same median employee in calculating the pay ratio as the median employee we identified in fiscal year 2023 for up to three years if there have been no changes that we reasonably believe would significantly affect this pay ratio. The median employee first identified in fiscal year 2023 experienced significant changes to their compensation in fiscal year 2024 that we reasonably believe would result in significant change in our pay ratio disclosure. Therefore, we identified a new median employee using the approach described below for fiscal year 2024.
To determine the median employee, we prepared a list of our global employee population as of our December 31, 2024 determination date, including all employees, whether employed on a full-time, part-time, or seasonal basis. Based on this methodology, the total number of global employees was 793 as of December 31, 2024.
We established a consistently applied compensation measure of target total cash compensation (base salary plus the target annual incentive value), with amounts paid in foreign currencies converted to US dollars based on the U.S. Treasury rates as of December 31, 2024. We annualized compensation for employees newly hired in 2024. We applied a valid statistical sampling technique to identify the population of employees with compensation within five percent of the median and selected an employee that was from within that range as our median employee. We then determined that employee’s annual total compensation was $91,969 for 2024. The CEO’s annual total compensation was $7,981,811 for 2024, resulting in an estimated ratio of 87:1 for CEO pay to median employee pay.
The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. Given the rule’s flexibility, the method the Company used to determine the median employee may be different from its peers, so the ratios may not be comparable.
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
While we have no formal severance plans, we have entered into written employment agreements or offer letters with certain of our executive officers, including each of the NEOs, which require us to make payments to the NEOs in the event of the termination of their employment in various circumstances, including in the event of a change-in-control, as further described below. These employment agreement provisions are intended to attract, retain, and motivate employees, provide stability and continuity among our senior executives, and ensure that our executive officers are able to devote their full time and attention to our operations in the event of an actual or potential change-in-control.
Equity Provisions. In addition to the contractual rights of the NEOs described below, all of the NEOs hold equity awards granted under our equity compensation plans, including the IMAX LTIP, which describe the impact of certain separation events on equity awards granted. These generally applicable termination-related provisions are as follows:
•Termination generally: The Compensation Committee will determine the disposition of an award, including the acceleration of vesting, exercisability or settlement of, elimination of restrictions or conditions applicable to, or extension of exercise period, in the event of a participant’s termination of employment.
•Termination upon change-in-control: A change-in-control of the Company in and of itself will have no effect; however, all outstanding unvested equity awards will immediately vest and become fully exercisable in the event that the participant’s employment is terminated by the Company without cause or by the participant for good reason within 24 months of the change-in-control. In addition, all outstanding unvested equity awards granted under the IMAX LTIP will immediately vest and become fully exercisable in the event that, following a change-in-control, the successor entity does not assume or provide a substitute for such equity awards on substantially the same terms and conditions.
For purposes of the IMAX LTIP, the following are considered to be a change-in-control: (i) any person becoming the beneficial owner of 35% or more of the Company’s securities; (ii) a change in the majority of the Board of Directors; (iii) completing certain reorganization, merger, or consolidation transactions or a sale of all or substantially all of the Company’s assets; or (iv) the complete liquidation or dissolution of the Company.
•Service Factor: After achieving the “Service Factor” a Participant resigns or is terminated without cause, his or her outstanding equity awards will continue to vest in accordance with the applicable vesting schedule of the equity award and retain the other terms of the award. The “Service Factor” is defined as (i) attaining the age of at least 55 and (ii) continuous service with the Company or any of its subsidiaries and affiliates for at least 10 years, or such other criteria that are deemed by the Compensation Committee to be an achievement of the Service Factor; provided, however, that, in the case of a resignation, the Participant must provide the Company with a written notice of intent to resign at least six (6) months prior to the final day of employment with the Company.
In certain cases, an NEO’s equity awards are controlled by the terms of his or her employment agreement; in the event of a conflict between such employment agreement and the terms of our equity compensation plans, the terms of the employment agreement will prevail.
Employment Agreement Provisions
The narrative description below reflects potential payments to each of the NEOs in various termination and change-in-control scenarios based on employment agreements and arrangements, compensation, benefits, and equity levels in effect on December 31, 2024.
Payments upon Termination Generally
Regardless of the termination scenario, each NEO will receive earned but unpaid base salary through the employment termination date, along with any other accrued or vested payments or benefits owed under any of our plans or agreements covering them as governed by the terms of those plans or agreements, including perquisites and business expenses (such payments, “Accrued Obligations”). Additionally, Mr. Gelfond would also be entitled to his benefits under the SERP (except in the event he is terminated for cause) and his retiree health benefits. Mr. Lister, Ms. Fernandes, and Mr. Welton would also be entitled to a prorated target bonus for the year of termination. Mr. Welton and Ms. Fernandes may also be entitled to certain compensation under applicable Canadian law.
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Payments upon Termination due to Death or Disability
In the event Mr. Gelfond’s employment is terminated due to death or disability, 100% of his outstanding unvested equity awards will vest immediately, and all vested options will remain exercisable until the shorter of (x) their original term and (y) 2 years from termination. In addition, Mr. Gelfond will be entitled to receive his target bonus, which is equal to 100% of his base salary.
If Messrs. Lister and Welton and Mses. Fernandes and Globe are terminated due to death or disability, each would be entitled to accelerated vesting for a portion of their outstanding RSUs that, when combined with those already vested, would total an aggregate of 50% of all of their RSUs granted. In addition, (i) for Mr. Welton and Ms. Globe, each would be entitled to vesting of a portion of their PSUs that, when combined with those already vested, would total an aggregate of 50% of their PSUs granted; and (ii) for Mr. Lister and Ms. Fernandes, each would be entitled to vesting of a portion of their PSUs that, when combined with those already vested, would total an aggregate of 50%, subject to the achievement of the original performance conditions. For Ms. Fernandes and Mr. Lister, any vested options would continue to be exercisable for a period of 180 days. In addition, Mr. Lister would be entitled to a prorated achieved bonus for the year of his death or disability.
Payment upon Termination without Cause or Resignation for Good Reason
In the event that Mr. Gelfond’s employment is terminated by the Company without cause or by him for good reason, Mr. Gelfond would be entitled to (i) 200% of his base salary for each remaining year or partial year remaining under the Gelfond Agreement but not to exceed 24 months and (ii) his prorated bonus for the year of termination based on the actual achievement of the performance goals. In addition, a portion of Mr. Gelfond’s (i) unvested RSUs, prorated based on the number of calendar days Mr. Gelfond was employed by the Company during the entire vesting period applicable to the award, would immediately vest; and (ii) unvested PSUs, prorated based on the number of calendar days Mr. Gelfond was employed by the Company during the performance period applicable to the award, would continue to vest at the end of the applicable performance period, subject to the achievement of the performance conditions. All of his outstanding options will vest immediately and be exercisable subject to the terms set forth in the Gelfond Agreement.
In the event that Ms. Globe’s employment is terminated by the Company without cause or by her for good reason, Ms. Globe would be entitled to a severance pay equal to one month of base salary and target bonus for every year of service (prorated for partial years); provided that the minimum severance period will be six months, and the maximum severance period will be 12 months. For example, if Ms. Globe is terminated after six years of service, she will be entitled to six months of base salary and the prorated target bonus for six months.
In the event that Mr. Lister’s employment is terminated by the Company without cause or by him for good reason, Mr. Lister would be entitled to receive (i) his base salary, automobile allowance, and continued participation under the Company’s group medical plan for the greater of (x) the remainder of his employment term and (y) 18 months, (ii) a cash payment equal to a prorated target bonus for the year in which Mr. Lister’s employment is terminated, and (iii) a cash payment equal to the target bonus for each full year remaining during the term. In the event Mr. Lister were not permitted to continue his participation in our medical plans, Mr. Lister would be entitled to a cash payment equal to the value of the benefit continuation for the severance period, payable in three semi-annual installments. Other than the equity award granted in 2023, Mr. Lister also would be entitled to the accelerated vesting of all granted but unvested equity awards (in the case of PSUs, subject to the achievement of the original performance conditions). Following a termination without cause or resignation for good reason, Mr. Lister would have 12 months to exercise any vested stock options. For the 2023 annual grants, (x) all outstanding equity will, pursuant to the Service Factor, continue to vest in accordance with the original vesting schedule (in the case of PSUs, subject to the achievement of the original performance conditions), and (y) all vested options will remain exercisable until the earlier of (i) 12 months beyond the end of the applicable severance period and (ii) the original expiration date of the vested options.
In the event that Mr. Welton’s or Ms. Fernandes’ employment is terminated by the Company without cause, Mr. Welton or Ms. Fernandes, as applicable, would be entitled to the prorated target bonus for the year of the termination. Mr. Welton or Ms. Fernandes, as applicable, would also be entitled to (i) one month’s salary for each year of service up to a maximum of 24 months, target bonus, and automobile allowance and (ii) continued healthcare benefits for the duration of the salary continuation period (or earlier, upon obtainment of new employment). In addition, for Mr. Welton, all equity that remains unvested as of the date of the termination will, pursuant to the Service Factor, continue to vest in accordance with the original vesting schedule (in the case of PSUs, subject to the achievement of the original performance conditions). For Ms. Fernandes, (i) all of her outstanding equity as of the date of the termination will continue to vest in accordance with the original vesting schedule during the salary continuation period and (ii) all vested options will remain exercisable until the earlier of (x) six months beyond the end of the salary continuation period and (y) the expiration of the remaining terms of the vested options.
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Payment upon a Change-in-Control
In the event that the Company experiences a change-in-control, Mr. Gelfond would be entitled to a cash bonus (the “Sale Bonus”) in an amount equal to the product of (a) 0.375% and (b) the amount by which the sale or liquidation transaction imputes an equity value in excess of CAD$150,000,000 to the Common Shares originally issued by the Company (on a fully diluted basis but excluding the Common Shares issued upon the conversion of the Class B convertible preferred shares of the Company formerly outstanding that were converted into Common Shares on June 16, 1994 and the Common Shares issuable upon the exercise of warrants previously owned by Mr. Gelfond and the Company’s former co-CEO and Chairman, Bradley J. Wechsler). The Sale Bonus provisions date back to a shareholders agreement entered into by Mr. Gelfond and Mr. Wechsler in connection with their 1994 acquisition of the Company and would be paid as a result of the Company’s having reached an imputed equity value in excess of CAD$150,000,000. Mr. Gelfond would also be entitled to a cash incentive bonus (the “Incentive Bonus”) equal to the product of (a) 225,000 and (b) the difference between the closing price of the Common Shares upon such change-in-control and the closing price of the Common Shares on March 10, 2006, which was $10.67. The Incentive Bonus provision dates back to the extension of Mr. Gelfond’s employment pursuant to a March 8, 2006 amendment agreement, entered into when the Company did not have a sufficient number of shares to grant under its LTIP plan. In the event that the change-in-control is by way of a stock-for-stock merger, all of Mr. Gelfond’s outstanding unvested stock options will vest and be converted at the stock merger conversion ratio into stock options of the acquiring company (if it is public) or be cashed out (if the acquiring company is not public). Mr. Gelfond did not have any unvested, in-the-money stock options as of December 31, 2024. Additionally, in the event that Mr. Gelfond’s employment is terminated by the Company without cause or by him for good reason within 24 months following a change-in-control, Mr. Gelfond would also be entitled to his severance payments and benefits detailed under “Payment upon Termination without Cause or Resignation for Good Reason.” Also, all of Mr. Gelfond’s unvested RSUs will vest immediately, and he will be entitled to the continued vesting and settlement of unvested PSUs equal to the greater of (x) the Company’s performance as of the last trading day before the change-in-control event or (y) to the extent the performance conditions remain applicable, actual performance as of the end of the applicable performance period in accordance with the original vesting schedule. In the event the termination of Mr. Gelfond’s employment with the Company constitutes a “change in control event” under Section 409A of the Code, the unvested PSUs will vest immediately subject to the conditions set forth above. Upon a change-in-control, Mr. Gelfond’s benefits under the SERP would be accelerated and become payable.
In the event that Mses. Fernandes' and Globe’s and Mr. Welton’s employment is terminated by the Company without cause in connection with a change-in-control, each would be entitled to the same severance payments and benefits as detailed under “Payment upon Termination without Cause or Resignation for Good Reason.” In addition, Mr. Welton’s and Mses. Fernandes' and Globe’s outstanding options and RSUs, as applicable, will accelerate and vest immediately. Mr. Welton and Ms. Fernandes will also be entitled to the vesting and settlement of unvested PSUs equal to the greater of (x) the Company’s performance as of the last trading day before the change-in-control event or (y) to the extent the performance conditions remain applicable, actual performance as of the end of the applicable performance period. Ms. Globe will be entitled to the immediate vesting and settlement of unvested PSUs at the specified target level of performance. For Ms. Globe, if the change-in-control event does not constitute a “change-in-ownership” event under Section 409A of the Code, her unvested equity will vest in accordance with the original vesting schedule.
In the event that Mr. Lister’s employment is terminated by the Company without cause or by him for good reason within 24 months following a change-in-control, he would be entitled to receive his severance payments and benefits detailed under “Payments upon Termination without Cause or Resignation for Good Reason.” Mr. Lister would also be entitled to the accelerated vesting of his unvested RSUs, and the continued vesting of unvested PSUs equal to the greater of (x) the Company’s performance on the last trading day before the change-in-control event or (y) to the extent that the performance conditions remain applicable, actual performance as of the end of the applicable performance period in accordance with the original vesting schedule. Mr. Lister would also be entitled to an incentive payment of $107,500. Any requirement for continued service for his unvested PSUs will be waived.
The table below reflects potential payments to each of the NEOs in various termination and change-in-control scenarios based on compensation, benefits and equity levels in effect on December 31, 2024. The amounts shown assume that the termination or change-in-control event was effective as of December 31, 2024 and all Accrued Obligations up to this date have been paid. We caution that the actual amounts that would be paid upon an NEO’s termination of employment can be determined only at the time of such individual’s separation from the Company, and in certain cases would be determined under arrangements put in place after December 31, 2024. To the extent that the calculated amounts relate to awards of stock options, RSUs, or PSUs, we have assumed that the price per share is the fair market value of our Common Shares at December 31, 2024, which was $25.60, the closing price on the NYSE on the last trading date of the year. The table below excludes any amounts payable to the NEOs to the extent that these amounts are available generally to all salaried employees and do not discriminate in favor of our NEOs. In addition to the amounts reflected below, Mr. Gelfond would be entitled to benefits under the SERP (except in the event his employment is terminated for cause) and retiree health benefits. For more information on these benefits, see “2024 Pension Benefits” on page 49.
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| Name | Triggering Event | Cash Payments (1) ($) | Value of Vesting of Equity Awards (2) ($) | Total ($) | ||||||||||||||||
| Richard L. Gelfond | Death/Disability | 3,649,660 | (3) | 21,816,218 | 25,465,878 | |||||||||||||||
| Termination Without Cause or Resignation for Good Reason | 3,646,051 | (4) | 17,574,329 | 21,220,380 | ||||||||||||||||
| Termination Without Cause following a Change-in-Control | 10,543,972 | (5) | 27,918,922 | (6) | 38,462,894 | |||||||||||||||
Natasha Fernandes (7) | Death/Disability | — | 1,312,952 | 1,312,952 | ||||||||||||||||
| Termination Without Cause or Resignation for Good Reason | 1,160,247 | (8) | 2,790,861 | 3,951,108 | ||||||||||||||||
| Involuntary Termination Within Two Years of Change-in-Control | 1,160,247 | (8) | 2,993,186 | 4,153,433 | ||||||||||||||||
| Anne Globe | Death/Disability | — | 625,946 | 625,946 | ||||||||||||||||
| Termination Without Cause or Resignation for Good Reason | 881,415 | (9) | — | 881,415 | ||||||||||||||||
| Involuntary Termination Within Two Years of Change-in-Control | 881,415 | (9) | 1,251,891 | (10) | 2,133,306 | |||||||||||||||
| Robert D. Lister | Death/Disability | 452,968 | (11) | 2,762,377 | 3,215,345 | |||||||||||||||
| Termination Without Cause or Resignation for Good Reason | 3,008,211 | (12) | 6,162,603 | 9,170,814 | ||||||||||||||||
| Involuntary Termination Within Two Years of Change-in-Control | 3,115,711 | (13) | 6,162,603 | 9,278,314 | ||||||||||||||||
Mark Welton (14) | Death/Disability | — | 2,099,494 | 2,099,494 | ||||||||||||||||
| Termination Without Cause or Resignation for Good Reason | 2,375,102 | (15) | 6,162,603 | 8,537,705 | ||||||||||||||||
| Involuntary Termination Within Two Years of Change-in-Control | 2,375,102 | (15) | 6,162,603 | 8,537,705 | ||||||||||||||||
(1)This value represents the estimated severance payments to each NEO.
(2)The amounts represent the intrinsic value of the vesting of the NEO’s outstanding and unvested stock options, RSUs, and PSUs calculated using the closing price of our Common Shares of $25.60 and performance conditions, as applicable, as of December 31, 2024.
(3)This value includes Mr. Gelfond’s (i) severance payment of $2,449,660 and (ii) target bonus of $1,200,000.
(4)This value includes Mr. Gelfond’s (i) severance payment of $2,449,660 and (ii) bonus of $1,196,391 earned in 2024 and paid in 2025.
(5)This value includes Mr. Gelfond’s (i) severance payment of $2,449,660, (ii) bonus of $1,196,391 earned in 2024 and paid in 2025, (iii) the Incentive Bonus of $3,359,250 based on the closing price of our Common Shares on December 31, 2024 of $25.60, and (iv) $3,538,671, which is the average of a Sale Bonus that ranges from $2,349,556 to $4,727,785, depending on the equity assumptions used.
(6)This amount is based on the assumption that the change-in-control event constitute a “change in control event” under Section 409A of the Code.
(7)Ms. Fernandes’ compensation is paid in Canadian dollars. An exchange rate of US$1.00=CAD$1.4389 has been applied to convert such amounts from Canadian dollars to U.S. dollars.
(8)This value represents Ms. Fernandes’ severance payments of $1,160,247, which is one month per year of service.
(9)This value represents Ms. Globe’s severance payments of $881,415, which is six months of base salary and bonus.
(10)The amount in this row is based on the assumption that the successor corporation does not assume or provide a substitute for the outstanding awards, and that the change-in-control event constitutes a “change-in-control” event under Section 409A of the Code.
(11)This value represents Mr. Lister’s bonus of $452,968 earned in 2024 and paid in 2025.
(12)This value represents Mr. Lister’s severance payments of $3,008,211.
(13)This value represents Mr. Lister’s severance payments of $3,008,211 and an incentive payment of $107,500. This value is based on the assumption that Mr. Lister was not entitled to an increase of his target bonus to 100% of his base salary in exchange for his contribution to the change of control transaction pursuant to his employment agreement.
(14)Mr. Welton’s compensation is paid in Canadian dollars. An exchange rate of US$1.00= CAD$1.4389 has been applied to convert such amounts from Canadian dollars to U.S. dollars.
(15)This value represents Mr. Welton’s severance payments of $2,375,102, which is the greater of 18 months and one month per year of service.
Summary of other employment agreement terms.
The summary below describes, for each of the NEOs, the material terms of their employment agreements other than with respect to the potential payments upon termination or change-in-control. In addition to the terms set forth below, the NEOs are subject to customary non-solicitation and non-competition provisions. Unless otherwise indicated, all dollar amounts below are expressed in U.S. Dollars.
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Richard L. Gelfond, Chief Executive Officer and Director.
On September 19, 2022, the Company and Richard L. Gelfond entered into a second amendment to Mr. Gelfond’s existing employment agreement with the Company dated November 8, 2016, first amended effective January 1, 2020 (as amended, the “Gelfond Agreement”). The Gelfond Agreement expires on December 31, 2025.
Under the Gelfond Agreement, Mr. Gelfond’s annual base salary is $1,200,000, subject to increases at the discretion of the Board of Directors, and he is eligible to receive an annual cash bonus with a target equal to his base salary and a maximum equal to two times his base salary. The Compensation Committee reviews the annual cash bonus for Mr. Gelfond in the context of both Company and individual performance. Pursuant to the Gelfond Agreement, in January of each of 2023, 2024 and 2025, Mr. Gelfond was or will be, as applicable, granted RSUs having a grant date value of $2.75 million that vest in three equal installments on the first three anniversaries of the date of grant and PSUs having a grant date value of $2.75 million, that vest over a three-year performance period, subject to Mr. Gelfond’s continued employment. For more information, please see the “Compensation Discussion and Analysis” section above.
The Gelfond Agreement contains: (i) a provision requiring Mr. Gelfond to provide us with consulting services following the expiration of his employment; and (ii) a clawback provision.
If, following the expiration of the Mr. Gelfond’s employment term, we do not offer Mr. Gelfond continued employment on terms substantially similar to his employment agreement, or if Mr. Gelfond elects to retire at the end of the term, Mr. Gelfond will be entitled to a prorated bonus. Mr. Gelfond’s unvested RSUs and options will vest immediately and a prorated amount of unvested PSUs will vest upon the end of the applicable performance period, subject to the achievement of performance conditions. The remaining PSUs will be cancelled. In addition, his outstanding options will be exercisable as set forth in the Gelfond agreement. In addition, for a period of 12 months from the date of non‐renewal or retirement, we have agreed to provide Mr. Gelfond with office space, a full‐time assistant and continued automobile benefits.
In 2000, we created a defined benefit pension plan, the SERP, to provide benefits for Mr. Gelfond upon his retirement, voluntary resignation or termination or employment other than with cause, and non-renewal of his employment agreement. Mr. Gelfond is fully vested in his benefits under the SERP. The Gelfond Agreement fixes the total amount of benefit payable to Mr. Gelfond under the SERP at $20,298,168. Mr. Gelfond is also entitled to retiree health benefits for himself and his eligible dependents until he becomes eligible for Medicare and, thereafter, Medicare supplemental coverage selected by Mr. Gelfond, or if such coverage is not permitted, an annual cash payment equal to the value of such coverage. See “Retirement and Pension Plans” on page 38 for a description of the SERP.
Natasha Fernandes, Chief Financial Officer and Executive Vice President
The details of Ms. Fernandes’ employment terms are set forth in an employment agreement, dated as of April 25, 2022 (the “Fernandes Agreement”), which became effective as of May 1, 2022. Ms. Fernandes’ employment term continues indefinitely until a termination of employment by the Company or resignation by Ms. Fernandes. Pursuant to the Fernandes Agreement, Ms. Fernandes’ initial annual base salary was CAD$460,161.37, which was increased to CAD$500,000 effective April 1, 2023 and CAD$550,000 effective April 1, 2024. Under the Fernandes Agreement, Ms. Fernandes was eligible for a target bonus of 50% of her base salary, which was increased to 55% for the 2023 performance year and 60% for the subsequent performance years. Ms. Fernandes is also eligible for an annual equity award with a minimum aggregate grant date fair value equal to $600,000, which will be comprised a mix of RSUs and PSUs consistent with grants given to other senior executives.
Anne Globe, Chief Marketing Officer
The details of Ms. Globe’s employment terms are set forth in an employment agreement, dated as of January 12, 2024 (the “Globe Agreement”), which became effective as of January 29, 2024. Ms. Globe’s employment term continues indefinitely until a termination of employment by the Company or resignation by Ms. Globe. Pursuant to the Globe Agreement, Ms. Globe’s annual base salary was USD$725,000, subject to annual review. Ms. Globe is eligible for a target bonus of 50% of her base salary, and an annual equity award with a minimum aggregate grant date fair value equal to USD$825,000, which will be comprised a mix of RSUs and PSUs consistent with grants given to other senior executives.
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Robert D. Lister, Chief Legal Officer & Senior Executive Vice President.
On October 20, 2023, the Company and Robert D. Lister entered into a second amendment to Mr. Lister’s existing employment agreement with the Company dated December 18, 2017, first amended effective March 11, 2020 (the “Lister Agreement”). Mr. Lister’s employment term extends through December 31, 2026. Under the terms of the Lister Agreement, Mr. Lister’s annual base salary is $775,816.08, subject to annual review, and he is eligible to receive an annual cash incentive bonus with a target amount equal to 60% of his base salary. In the event of a Change of Control (as defined therein) transaction to which Mr. Lister has meaningfully contributed, Mr. Lister’s target cash bonus for that year will be increased to 100% of his base salary. Subject to the approval of the Compensation Committee in its sole discretion, the total cash bonus for that year may be up to 200% of his base salary.
Mr. Lister is entitled to an annual equity award with an aggregate grant date fair market value of $1,450,000.
If, following the expiration of Mr. Lister’s employment term, we do not offer Mr. Lister continued employment on terms substantially similar to the Lister Agreement and Mr. Lister incurs a separation from service, then for the non‐renewal period described below, Mr. Lister would be entitled to receive: (i) base salary, automobile allowance, and benefits continuation in the Company’s group health plans during the non-renewal period; and (ii) a cash payment equal to Mr. Lister’s prorated target bonus for the length of the non‐renewal period. In the event Mr. Lister were not permitted to continue his participation in our medical plans, Mr. Lister would be entitled to a cash payment equal to the value of the benefit continuation, payable in three semi‐annual installments. The non‐renewal period is equal to 12 months, except if the non‐renewal occurs within 24 months following a change‐in‐control, then the non‐renewal period will be equal to 18 months. In addition, following a non‐renewal, any unvested equity as of December 31, 2026, will continue to vest in accordance with the original vesting schedule pursuant to the Service Factor provision in the IMAX LTIP.
Mark Welton, President, IMAX Global Theatres.
Under the terms of his employment arrangement with the Company in 2020, Mr. Welton was entitled to receive an annual base salary of CAD$750,750, which is subject to annual review, and he is eligible to receive cash bonuses with a target amount equal to 70% of his base salary. Mr. Welton is also eligible for an equity award with an aggregate grant date fair market value of at least $1,450,000, which will be comprised a mix of RSUs and PSUs consistent with grants given to other senior executives. Upon a termination of employment without cause, Mr. Welton’s unvested equity awards will continue to vest in accordance with the original vesting schedule (in the case of PSUs, subject to the achievement of the original performance conditions), pursuant to the Service Factor provision in the IMAX LTIP.
The terms of equity awards received by the NEOs are described in the “Compensation Discussion and Analysis” section on page 26. The NEOs’ equity awards outstanding as of December 31, 2024 and their respective exercise prices and expiration dates are set forth in the “Outstanding Equity Awards at 2024 Fiscal Year-End” on page 46.
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PAY VERSUS PERFORMANCE
The following table summarizes compensation values reported in the Summary Compensation Table for our Chief Executive Officer, also known as principal executive officer (“PEO”), and the average of our other NEOs as compared to “compensation actually paid” during the years ended December 31, 2024 2023, 2022, 2021, and 2020. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those that are required to be applied in the Summary Compensation Table. The “compensation actually paid” amounts do not reflect the amounts of compensation actually earned, realized, or received by our NEOs during the applicable fiscal year.
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid ("CAP") to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | Net Income (Loss) (millions)(4) | Attributable Adjusted EBITDA (millions)(5) | |||||||||||||||||||
| TSR | Peer Group TSR(3) | |||||||||||||||||||||||||
| 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 2023 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 2022 | $ | $ | $ | $ | $ | $ | $( | $ | ||||||||||||||||||
| 2021 | $ | $ | $ | $ | $ | $ | $( | $ | ||||||||||||||||||
2020 | $ | $ | $ | $ | $ | $ | $( | $( | ||||||||||||||||||
(1) The PEO for the covered years is Richard L. Gelfond . Our non-PEO NEOs for the covered years are as follows:
| 2020 | 2021 | 2022 | 2023 | 2024 | ||||||||||
| Patrick McClymont | Patrick McClymont | Natasha Fernandes | Natasha Fernandes | Natasha Fernandes | ||||||||||
| Megan Colligan | Joseph Sparacio | Joseph Sparacio | Daniel Manwaring | Anne Globe | ||||||||||
| Robert D. Lister | Megan Colligan | Megan Colligan | Robert D. Lister | Robert D. Lister | ||||||||||
| Mark Welton | Robert D. Lister | Robert D. Lister | Mark Welton | Mark Welton | ||||||||||
| Mark Welton | Mark Welton | |||||||||||||
(2) The following adjustments relating to equity awards were made to total compensation for each year to determine CAP:
| Year | Value of Equity Awards Disclosed in the Summary Compensation Table | Year End Value of Equity Awards Granted During the Covered Year | Change in Fair Value of Outstanding and Unvested Equity Awards | Change in Fair Value of Awards Granted in Prior Years Vesting During the Covered Year | Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year | Total Equity Award Adjustments | ||||||||||||||
| 2024 | ||||||||||||||||||||
| PEO | $( | $ | $ | $( | $ | $ | ||||||||||||||
| NEO | $( | $ | $ | $ | $ | $ | ||||||||||||||
Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. The amounts in the “Year End Value of Equity Awards Granted During the Covered Year” and “Change in Fair Value of Outstanding and Unvested Equity Awards” reflect the 70.4% increase in the Company’s total shareholder return in 2024.
(3) Represents the total cumulative shareholder return for $100 invested on December 31, 2019 (assuming that all dividends were reinvested) in common shares of the Company against the cumulative total return of the IMAX Peer Group to the end of the most recently completed fiscal year. IMAX’s 2024 peer group consists of Ambarella, Inc., Cinemark Holdings, Inc., Cineplex Inc., Corsair Gaming Inc., Dolby Laboratories, Inc., fuboTV Inc, Harmonic Inc., Knowles Corporation, Lions Gate Entertainment Corp., The Marcus Corporation, WildBrain Ltd., and Xperi Holding Corporation (the “2024 Peer Group”), which is consistent from the peer group used in 2023. IMAX’s 2022 peer group consisted of Ambarella, Inc., Avid Technologies, Inc., Cinemark Holdings, Inc., Cineplex Inc., Dolby Laboratories, Inc., Harmonic Inc., Lions Gate Entertainment Corp., The Marcus Corporation, and World Wrestling Entertainment, Inc. (the “2022 Peer Group”). IMAX’s 2021 peer group consisted of the 2022 Peer Group and Zynga Inc. IMAX’s 2020 peer group consisted of the 2022 Peer Group, Glu Mobile Inc. and Zynga Inc. Avid Technologies, Inc and World Wrestling Entertainment, Inc. were excluded starting 2023 due to their acquisitions. Glu Mobile Inc. and Zynga Inc. were excluded starting 2021 and 2022, respectively, due to their acquisitions.
(4) The dollar amounts reported represent the amount of net income attributable to common shareholders reflected in the Company’s audited financial statements for the applicable year (GAAP Net Income).
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(5) Based on the Company assessment, Adjusted EBITDA
Analysis of Relationship Between Compensation Actually Paid and Performance Measures
The following graphs depict the relationship between CAP and IMAX TSR, Peer Group TSR, Adjusted EBITDA(1), and Net Income.
+
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List of Most Important Performance Measures for Fiscal Year 2024
The following list sets forth the performance measures (listed in alphabetical order) that the Company views as the “most important” measures for linking our NEOs’ compensation to the Company’s performance:
•Total Revenue
•Adjusted EBITDA
•Free Cash Flow before CAPEX
•Installations
•Signing
Further details on how these measures are used can be found in the “Compensation Discussion And Analysis” section beginning on page 26.
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COMPENSATION OF DIRECTORS
Directors who are also employees of the Company receive no additional fees for service on the Board of Directors.
Our independent directors receive an annual retainer of $50,000. The Chairman of the Board of Directors receives $62,500. In addition, Committee Chairs receive the following annual retainers: the Audit Committee Chair receives $15,000 and the Compensation Committee Chair and the Governance Committee Chair each receive $10,000, respectively. Committee members also receive the following yearly retainers: Audit Committee members receive $10,000; Compensation Committee members receive $7,500; the Company’s Lead Independent Director receives $15,000; and Governance Committee members receive $5,000. Committee retainers are in addition to any applicable retainer for being a Committee Chair.
Each year, independent directors are granted an annual grant of RSUs with a value of $125,000 on the date of grant, and the Chairman of the Board is granted an annual grant of RSUs with a value of $170,000 on the date of grant. These grants are made following the election of our independent directors at our annual general meeting of shareholders. The grants made in 2024 vested on the date of grant.
Directors are reimbursed for expenses incurred in attending meetings of the Board of Directors and Committees of the Board of Directors. The Governance Committee reviews director compensation and benefits on a periodic basis.
The following table sets forth information relating to compensation of our non-executive directors for the fiscal year ended December 31, 2024.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | ||||||||||||||||
| Gail Berman | 52,500 | 124,989 | (2) | — | 177,489 | |||||||||||||||
| Eric A. Demirian | 75,000 | 124,989 | (2) | — | 199,989 | |||||||||||||||
| Kevin Douglas | 67,500 | 124,989 | (2) | — | 192,489 | |||||||||||||||
| David W. Leebron | 75,000 | 124,989 | (2) | — | 199,989 | |||||||||||||||
| Michael MacMillan | 65,000 | 124,989 | (2) | — | 189,989 | |||||||||||||||
| Steve Pamon | 62,500 | 124,989 | (2) | — | 187,489 | |||||||||||||||
| Dana Settle | 62,500 | 124,989 | (2) | — | 187,489 | |||||||||||||||
Darren Throop (Board Chair) | 112,500 | 169,998 | (3) | — | 282,498 | |||||||||||||||
| Jennifer Wong | 60,000 | 124,989 | (2) | — | 184,989 | |||||||||||||||
(1)As required by SEC rules, the “Stock Awards” column in this table reflect the aggregate grant date fair values of the RSU awards computed in accordance with FASB ASC Topic 718 (with no reductions for expected forfeitures). See “Capital Stock — Share-Based Compensation” in Note 16 of Notes to Consolidated Financial Statements in Item 8 of the 2024 Form 10-K, for the assumptions used to calculate the fair value of the RSUs.
(2)The director received a grant of 7,856 RSUs on June 7, 2024. The RSUs vested on June 7, 2024.
(3)Mr. Throop received a grant of 10,685 RSUs on June 7, 2024 in recognition of his position as Chairman of the Board. The RSUs vested on June 7, 2024.
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2024 EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information regarding our Equity Compensation Plans as of December 31, 2024.
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (2) (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | ||||||||
| Equity compensation plans approved by security holders | 5,032,849 | 26.27 | 4,110,219 | ||||||||
| Equity compensation plans not approved by security holders | — | — | — | ||||||||
Total(1) | 5,032,849 | 26.27 | 4,110,219 | ||||||||
(1)The number of securities to be issued upon exercise of outstanding options, warrants, and rights excludes 1,870,888 common shares that may be issued with respect to outstanding PSUs, assuming full achievement of the Adjusted EBITDA and TSR targets.
(2)The weighted average exercise price is calculated based solely on outstanding stock options and does not take into account common shares that are subject to outstanding RSUs and PSUs, which do not have an exercise price.
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CORPORATE GOVERNANCE
The Board of Directors believes that good corporate governance is fundamental to our overall success. The Board has adopted the following key corporate policies and practices:
•Nine out of ten director nominees are independent.
•Annual election of all directors.
•Annual Board and committee self-evaluations.
•Board-level oversight of ESG and cybersecurity matters.
•Regular executive sessions of independent directors.
•The Board and its Committees hire outside advisors independently of management.
•One class of common stock, with each share carrying equal voting rights (a “one-share, one-vote” standard).
•Independent Board chair, committee chairs, and committee membership.
•Clawback policy that applies to all executive officers.
•Anti-hedging and anti-pledging provisions in our Insider Trading Policy.
•No poison pill.
•Proxy access bylaw that allows any shareholder to nominate a director nominee.
•Adoption of Corporate Governance Guidelines.
•Share ownership requirements for directors and executives; in 2025, the Company expanded the group of executives subject to our share ownership guidelines to further incentivize their long-term commitment to the Company’s growth and shareholder return.
In addition, the Governance Committee of the Board of Directors, which is currently composed of Messrs. Leebron (Chair), MacMillan and Pamon, and Ms. Settle, all of whom are independent directors, reviews our corporate governance practices from time to time, as further described in “Corporate Governance Guidelines.” In 2023, the Board and its Committees reviewed and updated the Corporate Governance Guidelines as well as the committee charters to enhance governance practices and oversight.
Corporate Governance Guidelines
The Board of Directors has adopted the Company’s Corporate Governance Guidelines, which outline the Board of Directors’ authority, responsibilities, composition, and procedures.
The role of the Board of Directors is to supervise the business and affairs of the Company, including:
•overseeing the strategic and business planning processes and reviewing, approving, and monitoring the annual and long-term operating plans, including fundamental financial and business strategies and objectives;
•reviewing and approving the Company’s annual and quarterly financial statements;
•reviewing and assessing the major risks the Company faces and reviewing, approving, and monitoring its approach to addressing such risks;
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•developing and reviewing the CEO’s corporate objectives, annually evaluating the performance of the CEO against these objectives, determining his performance-based compensation annually, providing input into the CEO's evaluation of the performance of non-CEO NEOs, and developing appropriate succession plans, from time to time; and
•reviewing, monitoring, and maintaining the integrity of the Company’s controls and procedures, including its disclosure controls and procedures, its internal controls and procedures for financial reporting, and its compliance with the Code of Business Conduct and Ethics (the “Code of Ethics”).
A current copy of the Corporate Governance Guidelines, the text of which is incorporated by reference into this Circular, is available, without charge, at www.imax.com.
Director Independence
Nine of the Company’s ten directors are independent as defined under applicable legal, regulatory, and stock exchange requirements. Section 303A of the NYSE Listed Company Manual provides that no director qualifies as “independent” unless the Board of Directors affirmatively determines that such director has no material relationship with the Company, and Section 1.2 of Canadian National Instrument 58-101 provides that an independent director is a person other than an officer or employee of the Company, or an individual having a material relationship with the Company that in the opinion of the Board of Directors could reasonably interfere with the exercise of independent judgment in carrying out the responsibilities of the director. The NYSE Listed Company Manual and Canadian National Instrument 58-101 set forth specific categories of relationships that disqualify a director from being independent.
The Board of Directors has reviewed the independence of each director and considered whether any director has a material relationship with the Company. As a result of this review, the Board of Directors affirmatively determined that each of the following directors, representing nine of our ten directors, is independent within the meaning of the NYSE, Canadian securities regulations, and SEC director independence standards, as currently in effect:
•Gail Berman | •David W. Leebron | •Dana Settle | ||||||
•Eric A. Demirian | •Michael MacMillan | •Darren Throop | ||||||
•Kevin Douglas | •Steve R. Pamon | •Jennifer Wong | ||||||
Our Board of Directors’ independence determination was based on information provided by the directors and discussions among the officers and directors.
In making the foregoing independence determination, the Board of Directors considered that Mr. Douglas is our largest individual shareholder, holding approximately 16.64% of our Common Shares as of April 14, 2025. The Board determined that, notwithstanding Mr. Douglas’ shareholdings, he has neither a direct nor indirect material interest in any transactions with the Company.
Additionally, Mr. MacMillan is the ultimate controlling shareholder in Blue Ant Media (“Blue Ant”), a media company which he co-founded in 2011. Prior to February 8, 2024, Blue Ant owned 70% of Beach House Pictures Pte Ltd (“Beach House”). On January 13, 2023, China International Communications Group (“CICG”), Beach House, and the Company entered into an agreement to co-finance a documentary film, The Elephant Odyssey. The total budget for the film is approximately $2.6 million, of which CICG is responsible for $0.3 million or 10%. The Company and Beach House agreed to finance $1.7 million, or 75%, and $0.6 million, or 25%, of the remaining budget, respectively. The Board of Directors determined that the transaction did not constitute a material relationship between Mr. MacMillan and the Company. On February 8, 2024, Blue Ant sold 100% of its interest in Beach House, and Mr. MacMillan no longer has a connection to The Elephant Odyssey. As of February 8, 2024, the Company had made payments totaling $1.0 million under the agreement, and Beach House had made payments totaling approximately $200,000 under the agreement.
By virtue of Mr. Gelfond’s current role as CEO, IMAX Corporation, he is not an independent director.
All members of the Compensation Committee, Audit Committee, and Governance Committee are “independent” pursuant to the relevant SEC and Canadian regulations and NYSE rules. In the event any transaction or agreement is proposed in respect of which a director has a material interest, the director will be recused from voting on that matter and removed from the meeting while the transaction at issue is being considered by the Board of Directors.
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Board Leadership Structure
Under our Corporate Governance Guidelines, the Board of Directors has the flexibility to determine the appropriate Board of Directors leadership structure. In making this determination, the Board of Directors considers many factors, including the needs of the business at the time, the assessment of its leadership needs, and the best interests of shareholders. When the Chair is not an independent director, the independent directors will appoint a lead independent director.
Mr. Throop, an independent director, currently serves as the Chair of the Board. An independent Chair contributes to the Board’s oversight role and assessment of the CEO and management generally. The Board appointed Mr. Throop to serve as Chairman of the Board due to his many years as a valuable member of our Board, as well as his extensive operational and leadership experience. The CEO is responsible for setting our strategic direction and the day-to-day leadership of our business, while the Chair, along with the rest of our independent directors, ensures that the Board’s time and attention are focused on oversight of the Company’s most critical matters.
The Board of Directors routinely assesses its Board leadership structure with careful consideration of the feedback obtained through shareholder engagement.
Risk Management
The Board of Directors is responsible for overseeing the various risks that we face. In this regard, the Board of Directors seeks to understand and oversee critical business risks. Risks are considered in virtually every business decision and as part of our overall business strategy.
While the Board of Directors is responsible for reviewing and assessing the major risks that we face and for reviewing, approving and monitoring our approach to addressing such risks, our management is charged with managing risk. We have robust internal processes and a strong internal control environment to identify and manage risks and to communicate with the Board of Directors through senior management. These include:
•an enterprise risk management program;
•regular management disclosure committee meetings;
•the Code of Ethics;
•a Whistleblower Program;
•an Anti-Bribery and Anti-Corruption Policy;
•an Insider Trading Policy;
•a Clawback Policy;
•rigorous product quality standards and processes; and
•comprehensive internal and external audit processes.
The Board of Directors and the Audit Committee monitor and evaluate the effectiveness of the internal controls and the risk management program annually. Management communicates routinely with the Board of Directors and the Audit Committee on the significant risks identified and how they are being managed. The Board of Directors implements its risk oversight function both as a whole and through the Audit Committee. The Audit Committee oversees risks related to our financial statements, the financial reporting process, accounting, cybersecurity and data privacy, and legal matters. The Audit Committee also oversees the internal audit function and our Whistleblower Program. In 2023, the Audit Committee updated its charter to, among other things, formally adopt its responsibilities associated with the oversight of cybersecurity and other information technology risks. The Audit Committee members meet separately with our CEO and representatives of our independent auditing firm a minimum of four times per year.
The Governance Committee assists the Board of Directors in its oversight of risks related to the Company’s governance structure and other corporate governance matters, including the composition and effectiveness of the Board of Directors. In 2023, the
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Governance Committee updated its charter to, among other things, formally incorporate its oversight responsibility of ESG matters. The Compensation Committee oversees risks associated with our compensation policies and practices.
The Board of Directors regularly engages in discussion of financial, legal, business, technology, economic, political, and other risks. Because overseeing risk is an ongoing process and inherent in our strategic decisions, the Board of Directors also discusses risk in relation to specific proposed matters.
The Board of Directors also recognizes the importance of succession planning to ensure the long-term health of the Company and business continuity. Throughout 2024, the Board reviewed the succession planning for the Company’s NEOs and other executive leadership positions in detail. The planning included, among other things, development of written position descriptions for CEO, CFO, President of Global Theatres, Chief Legal Officer, and Chief Content Officer and short-term contingency plans, identification of both internal and external candidates, and talent development plans. The Company plans to extend its succession planning to the next level of senior executives to build a leadership pipeline and talent pool to ensure leadership continuity.
Nomination Process
The Governance Committee is responsible for identifying and recommending candidates for election or re-election to the Board of Directors. Such candidates are then nominated for election by a majority of our independent directors. The Governance Committee does not set forth specific, minimum qualifications that nominees must possess, but rather believes that each nominee should be evaluated in light of opportunities and risks facing the Company and the competencies, skills, and personal qualities that are desirable to contribute to our effective governance. In evaluating potential nominees for election and re-election as members of the Board of Directors, the Governance Committee seeks nominees that:
•manifest the highest integrity and possess the highest personal and professional ethics;
•have significant business experience or other organizational leadership experience that will allow the nominee to contribute significantly to the Company as a member of the Board of Directors;
•have the willingness and an ability to make the necessary time commitment to actively participate as a member of the Board of Directors;
•exhibit sound business judgment;
•are committed to representing the long-term interests of our shareholders; and
•for re-elections, have participated in and contributed to the activities of the Board and have devoted sufficient time and attention to being a director.
Candidates are identified from a number of sources including recommendations from directors, management, shareholders, and others. The Governance Committee will consider any nominee recommended by a shareholder under the same criteria as any other potential nominee.
Shareholders who wish to have the Governance Committee consider the nomination of any person for director at the 2026 Annual General Meeting of Shareholders should submit a shareholder proposal made in accordance with the provisions of the CBCA to the Company at IMAX Corporation, 2525 Speakman Drive, Mississauga, Ontario, Canada L5K 1B1, Attention: Corporate Secretary between January 12, 2026 and March 13, 2026, or submit a timely notice in compliance with the advance notice procedures set forth in the Second Amended and Restated By-Law No. 1 of the Company at IMAX Corporation, 2525 Speakman Drive, Mississauga, Ontario, Canada L5K 1B1, Attention: Corporate Secretary. We may require that a proposed nominee furnish additional information as may be reasonably required to determine the qualifications of such proposed nominee to serve as a director of the Company.
Board Composition
Our Corporate Governance Guidelines provide that the Board of Directors may be comprised a minimum of one and a maximum of 15 directors, with the actual number determined from time to time by resolution of the Board of Directors. As of the date of this Circular, the size of the Board of Directors has been set at ten directors.
The Board of Directors recognizes that one of its key responsibilities is to evaluate and determine its optimal governance structure so as to provide independent oversight of management. The Board of Directors has determined that there is no single, generally accepted approach to providing governance and that the right governance structure for the Board of Directors may vary as
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circumstances warrant. Consistent with this understanding, the independent directors consider the Board of Directors’ size and composition on an annual basis in connection with its annual self-evaluation.
In considering its governance structure, the Board of Directors has taken a number of factors into consideration. The Board of Directors, with nine of its ten directors being independent, exercises strong, independent oversight. This oversight function is enhanced by the fact that all of the Board Committees and their respective chairpersons are comprised entirely of independent directors. A number of processes and procedures of the Board of Directors and of the Committees provide independent oversight of the CEO’s performance:
•regular executive sessions of the independent directors;
•the ability of independent directors to contact one another, the CEO, and other executive officers at any time; and
•the annual evaluations of the performance of the CEO against predetermined metrics and qualitative contributions.
The Board of Directors recognizes the importance of periodically refreshing the Board and aims to strike a balance between the knowledge and experience that comes from longer tenures on the Board of Directors with the fresh ideas and perspectives that can come from adding new members.
In addition to identifying and recommending candidates for directorship, the Governance Committee is responsible for reviewing the Board’s composition on a periodic basis. The Governance Committee Charter mandates that the Governance Committee assess whether the composition appropriately aligns with the Company’s evolving business and strategic needs. The Governance Committee also considers succession planning in light of anticipated retirements, and for Board and Committee Chair roles, to maintain relevant expertise and depth of experience. In accordance with the Governance Committee Charter, the Governance Committee considers independence, diversity, age, competencies, skills, experiences, availability of service to the Company, and tenure of the directors, and the Board’s anticipated needs and long-term strategic goals, as applicable, in identifying and evaluating candidates for the Board as well as in reviewing the current Board composition.
When a vacancy on the Board of Directors occurs, the Governance Committee is responsible for identifying and recommending to the Board potential candidates for consideration based on the various experience and skills required as a result of such vacancy. In addition, the Governance Committee oversees an annual assessment of the effectiveness of the Board of Directors and Board Committees and self-assessments completed by the directors evaluating their individual performance and contributions to the Board of Directors.
The Company has evaluated the number of (i) women; (ii) members of visible minorities; (iii) aboriginal persons; and (iv) persons with disabilities (collectively, the “Designated Groups”) represented on the Board of Directors and in senior management positions. As of the date of this Circular, 40% of our Board of Directors is represented by the Designated Groups, with three female directors (30%) and two directors who identify as members of a visible minority group (20%). One director falls under both categories. We currently have five female members on our management team of 16 (31%) and three member of our management team who identifies as a member of a visible minority group (19%). The Company has not independently verified the responses of those who have self-identified as members of the Designated Groups. We do not have a policy or targets on the representation of Designated Groups on the Board of Directors or on our management team, as the Board of Directors does not believe that quotas result in the identification or selection of the best candidates. Rather, the Governance Committee takes into account the competencies, skills, and personal qualities described above.
Director Term Limits
The Board of Directors has not established any term limits for directors but has adopted a mandatory retirement age of 80. It does not believe there to be a correlation between term of service and effective board performance.
Meetings of the Board of Directors and its Committees
During the fiscal year ended December 31, 2024, the Board of Directors held eight meetings, the Audit Committee held five meetings, the Compensation Committee held two meetings and the Governance Committee held one meeting. Each incumbent director attended all of meetings of the Board of Directors and Committees of the Board on which such director served in 2024. The independent directors are given the opportunity to hold executive sessions (where members of management are not in attendance) at all regularly scheduled Board of Directors meetings. Seven such executive sessions of the Board of Directors were held during 2024.
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Our Board of Directors does not include a single director chosen to preside over the regularly scheduled (quarterly) executive sessions. Executive sessions that follow Board of Directors meetings are usually informal discussions, which are often led by the Chair of the Board or a chair of one of the Board Committees, depending on the subjects to be discussed. The Chair of the Board reviews the matters to be discussed in executive sessions and determines which director is best placed to preside over the executive session. This process facilitates open and candid discussions among the independent directors.
The following incumbent directors attended the following number of Board of Directors meetings during the fiscal year ended December 31, 2024:
| Richard L. Gelfond | 8/8 | Kevin Douglas | 8/8 | Dana Settle | 8/8 | ||||||||||||
| Darren Throop | 8/8 | David W. Leebron | 8/8 | Jennifer Wong | 8/8 | ||||||||||||
Gail Berman | 8/8 | Michael MacMillan | 8/8 | ||||||||||||||
| Eric A. Demirian | 8/8 | Steve R. Pamon | 8/8 | ||||||||||||||
All of the members of the Audit Committee are independent directors and hold in camera sessions where members of management are not in attendance at least once each fiscal quarter. A total of four such in camera sessions were held during 2024.
While we encourage directors to attend our Annual General Meeting of Shareholders, there is no formal policy concerning such attendance. All of the directors attended last year’s Annual General Meeting of Shareholders.
Committees of the Board of Directors
To assist it in discharging its duties effectively, the Board of Directors has delegated some of its duties to three committees of the Board: the Audit Committee, the Compensation Committee, and the Governance Committee. Each of these committees and their respective chairs are appointed annually by the Board of Directors. Each committee has a written charter that sets out its principal duties and responsibilities. Each committee has the authority to retain special legal, accounting, or other advisors. The following table shows the composition of each of our Board Committees on April 25, 2025.
| Name | Independent Director | Audit Committee | Governance Committee | Compensation Committee | ||||||||||
| Gail Berman | ü | ü | ||||||||||||
| Eric A. Demirian | ü | ü(Chair) | ||||||||||||
| Kevin Douglas | ü | ü(Chair) | ||||||||||||
| David W. Leebron | ü | ü | ü(Chair) | |||||||||||
| Michael MacMillan | ü | ü | ü | |||||||||||
| Steve R. Pamon | ü | ü | ü | |||||||||||
| Dana Settle | ü | ü | ü | |||||||||||
| Darren Throop | ü | |||||||||||||
| Jennifer Wong | ü | ü | ||||||||||||
Audit Committee
The Audit Committee is currently composed of Messrs. Demirian (Chair), Leebron and MacMillan, and Ms. Wong, each of whom is an independent director who meets the independence and other requirements of the NYSE and Canadian National Instrument 52-110 - Audit Committees standards applicable to Audit Committee members, and each of whom is also financially literate under NYSE listing standards. The Board of Directors has established the Audit Committee for the purpose of overseeing:
•the quality and integrity of our financial statements and related disclosure;
•our compliance with legal and regulatory requirements;
•the independent auditors’ qualifications and independence;
•the effectiveness of our risk management program, including with respect to cybersecurity and data privacy risks;
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•the performance of our internal audit function;
•internal controls and procedures; and
•the performance of the independent auditors.
Each Audit Committee member has experience with various businesses and professions relevant to their understanding of the accounting principles used by the Company in preparing its financial statements and to their understanding of the general applications of such accounting principles in connection with the accounting for estimates, accruals, and reserves. These experiences have been with companies, businesses, and professional organizations presenting a breadth and level of complexity of accounting issues generally comparable to those reasonably expected to be raised by our financial statements, and have provided them with an understanding of internal controls and procedures for financial reporting. For more information on the education and experience of each Audit Committee member, see “Item No. 1 - Election of Directors” on page 9. The Board of Directors has determined that Mr. Demirian qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K as a result of Mr. Demirian’s qualifications as a Chartered Professional Accountant. Mr. Demirian serves as the Chair of the Audit Committee.
The Audit Committee meets with our external auditors, both with and without management present, to review and discuss our accounting policies, our quarterly and year-end financial statements and their presentation, and significant financial issues which may arise for our Company. The Audit Committee operates under the Audit Committee Charter, a copy of which is available, without charge, at www.imax.com or upon written request to the Company at IMAX Corporation, 902 Broadway, 20th Floor, New York, New York 10010, Attention: Corporate Secretary.
Compensation Committee
The Compensation Committee is currently composed of Messrs. Douglas (Chair) and Pamon and Mses. Berman and Settle, each of whom is an independent director. The Compensation Committee is responsible for evaluating and making recommendations to the Board of Directors regarding our equity-based and incentive compensation plans, policies, and programs. In addition, the Compensation Committee approves or recommends to the Board of Directors the compensation package (including components, quantum and timing) for our CEO, sets his performance metrics, and assesses his performance on a periodic basis. On an annual basis, the Compensation Committee reviews and approves the components and the amount of compensation paid to our NEOs. The Compensation Committee has been actively engaged in implementing changes to promote greater alignment between executive compensation and shareholder value. See “Compensation Discussion & Analysis—Shareholder Engagement.” The Compensation Committee is also responsible for performing the functions required of it under our equity award plans, including the granting of RSUs and PSUs from time to time.
The Compensation Committee has the authority to retain outside consultants to provide independent advice to the Compensation Committee. In 2024, the Compensation Committee did not retain compensation consultants. The Compensation Committee operates under the Compensation Committee Charter, a copy of which is available, without charge, at www.imax.com or upon written request to the Company at IMAX Corporation, 902 Broadway, 20th Floor, New York, New York 10010, Attention: Corporate Secretary.
Governance Committee
The Governance Committee is currently composed of Messrs. Leebron (Chair), MacMillan and Pamon, and Ms. Settle, each of whom is an independent director. The Governance Committee is responsible for monitoring and evaluating our corporate polices and governance practices, monitoring significant developments in the law and practice of corporate governance, monitoring and evaluating our compliance with the law, our articles, by-laws and governance agreements, and monitoring the effectiveness of the Board of Directors and Board Committees in the discharge of their general oversight responsibilities. In addition, the Governance Committee oversees our policies and programs concerning corporate social responsibility, including ESG matters.
The Governance Committee is responsible for identifying and recommending candidates for election to the Board of Directors. The Governance Committee evaluates potential new candidates for the Board of Directors on an ongoing basis in light of the opportunities and risks facing us and the competencies, skills, and personal qualities that are desirable to add value and to contribute to our effective governance. The Governance Committee also has the authority to engage consultants and third-party search firms to assist in identifying qualified candidates for the Board of Directors. The Governance Committee, together with the CEO and other members of the Board of Directors and/or senior management, meet with and interview potential candidates. See “Nominating Process” and “Board Composition” above for additional information.
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The Governance Committee operates under the Governance Committee Charter, a copy of which is available, without charge, at www.imax.com or upon written request to the Company at IMAX Corporation, 902 Broadway, 20th Floor, New York, New York 10010, Attention: Corporate Secretary.
Orientation and Education
We have developed and implemented orientation materials and procedures for new directors. When new directors join our Board of Directors, we provide a comprehensive onboarding package, which includes written materials on our industry, business, strategies, and policies. New directors also have access to fellow directors and senior management and are invited to attend orientation sessions as necessary.
For continued education of our directors, we provide reports, presentations, and other written materials, prepared by internal and external experts, relating to our business and on relevant topics such as industry trends, geopolitical and macroeconomic developments, and the evolving regulatory landscape on a periodic basis. Directors are also offered annual membership in the National Association of Corporate Directors, at our expense.
Board and Committee Self-Assessment
On an annual basis, each director and committee member completes a review and self-evaluation of the Board of Directors’ and Board Committees’ operating effectiveness as well as his or her own individual performance as a member of the Board of Directors. The evaluation process solicits feedback on a range of issues, including Board and committee structure and compositions, meeting dynamics, interaction with management, and other information and resources available to the Board. The input is summarized on a confidential basis and provided to the Chair of the Governance Committee. The Governance Committee reports the results of the evaluations to the Board of Directors. Any agreed upon improvements are implemented as applicable.
Written Position Descriptions
The Board of Directors is responsible for the appointment of the Chair of the Board and for the appointment of the Chair and members of each Board Committee. The Board of Directors and Committees of the Board each operate within written mandates. The Chair of each committee is responsible for reporting on the activities of that committee to the full Board of Directors on a periodic basis.
The Board of Directors developed a written position description for CEO and certain senior executives as part of its succession planning in 2024. In addition, the Board of Directors and the CEO develop, on an annual basis, detailed written corporate objectives and parameters pursuant to which the CEO operates our business. The Board of Directors is also responsible for annually evaluating the CEO against these objectives.
Directors’ Share Ownership Guidelines
To support the alignment of directors’ interests with those of our shareholders, non-management directors are required, in accordance with the Company’s Share Ownership Guidelines, to achieve and maintain a minimum level of share ownership. Directors subject to the policy must satisfy the guidelines within four years of the date such director first became subject to the policy. In 2024, the Share Ownership Guidelines were updated to increase the directors’ minimum shareholder requirement from 300% of their annual retainer to 400% of their annual retainer. As of April 1, 2025, all of the non-management directors had met their share ownership guidelines within the required time frame.
| Name | Guideline (% of Annual Retainer)(1) | Current Ownership (% of Annual Retainer) | ||||||
Gail Berman(2) | 400% | 467% | ||||||
| Eric A. Demirian | 400% | 857% | ||||||
| Kevin Douglas | 400% | 241,508% | ||||||
| David W. Leebron | 400% | 3,014% | ||||||
| Michael MacMillan | 400% | 1,015% | ||||||
Steve Pamon | 400% | 810% | ||||||
| Dana Settle | 400% | 1,796% | ||||||
| Darren Throop | 400% | 541% | ||||||
Jennifer Wong(2) | 400% | 448% | ||||||
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(1)Pursuant to the Company’s Share Ownership Guidelines, compliance with such guidelines is measured as of April 1st of each year.
(2)Ms. Berman and Ms. Wong each became subject to the Share Ownership Guidelines in 2023 and are currently required to hold 50% of the minimum shareholding requirement.
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CORPORATE RESPONSIBILITY
The Company makes it a priority to operate its business in a responsible and sustainable manner. This effort includes, but is not limited to, conducting business in a socially responsible and ethical manner, supporting human rights, and actively monitoring our environmental impact. The Company recognizes the importance of protecting our social, financial, informational, environmental, and reputational assets.
Our Board of Directors and management actively oversee sustainability matters. In 2024, the Board assigned formal responsibility for ESG oversight to the Governance Committee. The Governance Committee is charged with briefing the full Board of Directors, elevating oversight of IMAX’s material environmental, social, and governance matters to the very highest level of the Company. The Company monitors regulatory and industry developments and evaluates the materiality of any ESG-related risks as part of its risk assessment.
Corporate Social Responsibility
We focus on three key pillars to drive social impact:
1.Inspiring and empowering the next generation of filmmakers.
We provide unique experiences to inspire younger generations of filmmakers and further their interest in filmmaking. IMAX has a long history of collaboration with the University of Southern California (“USC”), covering partnerships with filmmakers and creatives, internship programs, and screenings. In 2024, we partnered with USC on a workshop to immerse students in the process of filming with IMAX cameras at the Alabama Hills National Scenic Area in California. In addition, in 2024, our Los Angeles office hosted a group of high school students from the LA area as part of the All-American High School Film Festival, an organization dedicated to empowering young artists to share their stories and transform their world through digital media.
2.Creating opportunities for underserved communities.
We are committed to supporting organizations with deep roots in the communities we operate in and partnering with on-the-ground community organizations who are dedicated to creating a positive impact on marginalized, underserved, or otherwise disadvantaged communities.
We host an annual Company-wide day of service, “IMAX Impact Day,” where we provided opportunities for employees to volunteer their time to charitable organizations and causes worldwide. Across IMAX offices in six different countries, our employees partner with charitable organizations that address food insecurity, homelessness, mental illness, environmental preservation and much more. In addition to employee time, IMAX contributes financially to all organizations involved.
In 2024, IMAX teamed up with Glen Powell and Bad Robot on an exclusive theatrical trailer for The Blue Angels Foundation, an organization that supports wounded veterans by providing funding for critical services and access to the best care available in the nation as they transition back to the civilian community. The trailer ran nationwide in IMAX theatres ahead of the IMAX Original Documentary The Blue Angels during its one-week IMAX-exclusive run in May 2024.
3.Preservation and enhancement of our planet for future generations.
As one of the world’s leading entertainment technology companies, we believe in making a global social impact through the use of our cutting-edge technology to capture the beauty and fragility of our environment and life on earth in documentaries. IMAX’s catalog of sustainability-themed films includes A Beautiful Planet, Born to be Wild, Pandas, To the Arctic, Island of Lemurs: Madagascar, and The Last Glaciers. More recently, IMAX teamed up with Beach House and CICG to produce The Elephant Odyssey, a documentary that features the epic adventure of the wandering Asian elephants, which is expected to be released in 2026. Also in production is Stormbound, a feature documentary chronicling the life of storm chaser Jeff Gammons. IMAX works with educators and learning centers to create educational guides for our sustainability-themed documentaries to be used by teachers in classrooms. This is an extension of the Company’s mission to educate, entertain, and inspire audiences globally. We believe in the power of film to promote awareness of and appreciation for the “big picture,” the understanding that the actions we take in our daily lives can significantly impact the future of the planet.
Environmental Sustainability
IMAX continually seeks to raise awareness in environmental sustainability and to reduce our environmental footprint by implementing energy efficient measures, reducing waste, reducing use of fresh water, and limiting runoff through the storm water system in the Company’s facilities. In the past, the Company partnered with Credit Valley Conservation to build an environmentally
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friendly parking lot, plant trees, and develop a trail at the Company’s Sheridan Park office in Mississauga, Ontario. In 2022, IMAX was recognized with a “Friend of the Credit Conservation Award” from Credit Valley Conservation in the category of Corporate Leadership. This award recognizes the important work being done to preserve the Credit River Watershed and to adopt new and creative approaches to plan for an environmentally sustainable future. In 2024, our Sheridan Park and Los Angeles facilities implemented a new waste management practice to divert organic wastes from landfills. Diversion of organic wastes from landfills conserves space and minimizes the environmental impact of landfills, including reduction in production of methane emission and toxic chemicals. In addition, the Company continued to invest in installation of water bottle filler stations in its facilities to reduce the use of water bottles across its offices. The Company regularly reviews sustainability projects for its facilities in Ontario and California.
Human Capital
The Company recognizes that effective human capital management is essential to its success. The Company’s objectives are centered on cultivating a culture and employee experience that transcends the ordinary. By doing so, the Company aims to achieve higher levels of employee engagement, which positively impacts workforce retention, enhances performance, and drives greater innovation. Please see the section titled “Human Capital” in the 2024 Form 10-K for additional information regarding the Company’s employee programs and compensation practices.
CODE OF BUSINESS CONDUCT AND ETHICS AND INSIDER TRADING POLICY
Code of Business Conduct and Ethics
We have a Code of Ethics applicable to all employees, including the principal executive officer, principal financial officer, principal accounting officer or controller and all other persons performing similar functions, and all directors and consultants. Any incidents or reports made in connection with a potential violation of the Code of Ethics are reported to the Audit Committee through (i) the Whistleblower hotline or (ii) our internal audit function. The Code of Ethics is distributed to applicable individuals on commencement of service and annually thereafter. Such individuals are required annually to acknowledge receipt of, read and agree to abide by the Code of Ethics. A copy of the Code of Ethics is available without charge at www.imax.com or upon written request at IMAX Corporation, 902 Broadway, 20th Floor, New York, New York 10010, Attention: Corporate Secretary. Any amendments to, or waivers of, the Code of Ethics will be disclosed to the extent required by applicable law or the rules of the NYSE at www.imax.com.
Insider Trading Policy
To further align the interests of our directors, officers, and employees with those of our shareholders, we adopted our Insider Trading Policy, which governs the purchase, sale, and/or other dispositions of our securities by directors, officers, employees, contractors, and consultants who have access to material non-public information. The Insider Trading Policy is designed to promote compliance with insider trading laws, rules, and regulations as well as the listing standards of the NYSE.
The Insider Trading Policy prohibits all covered individuals from engaging in any transactions involving our securities while in possession of material non-public information of the Company. They are also prohibited from engaging in activities that are designed to hedge or offset decreases or increases in the market value of our securities (including, without limitation, prepaid variable forward contracts, equity swaps, collars, and exchange funds). In addition, directors, officers, and employees may not hold our securities in a margin account or pledge our securities as collateral for a loan. The Insider Trading Policy also requires directors and officers subject to Section 16 of the Exchange Act to obtain pre-clearance for trades in our securities from our Chief Legal Officer or our Deputy General Counsel and Corporate Secretary.
POLICIES AND PRACTICES FOR GRANTING OPTION AWARDS
The Company does not currently award stock options as a part of our equity compensation programs, but certain NEOs hold outstanding stock option awards that were granted under our equity-based incentive plans in prior fiscal years. If the Company granted stock options in the future, such options would not be awarded in anticipation of the release of material non-public information that is likely to result in changes to the price of our Common Shares. In addition, we generally do not grant stock options (i) during trading blackout periods established under our Insider Trading Policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material non-public information.
During fiscal year 2024, (i) none of our NEOs were granted stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material non-public
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information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, officers, beneficial owners of more than ten percent of our common shares to report ownership and changes in ownership with the SEC on Forms 3, 4, and 5. We believe all of these reports were timely filed in the fiscal year ended December 31, 2024 based upon our review of the reports filed with the SEC, with the exception of the following reports, which were filed late due to an administrative delay.
•Anne Globe, who was late in (x) filing a Form 3 upon her becoming an executive officer of the Company on January 29, 2024 and (y) reporting one transaction on March 7, 2024 related to her annual equity grant on a Form 4 . Her Forms 3 and 4 were filed on March 26, 2024.
•Jonathan Fischer, who was late in filing a Form 3 upon his becoming an executive officer of the Company on October 21, 2024. His Form 3 was filed on November 6, 2024.
REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS
On a regular basis, we require our directors, nominees for director, and executive officers to identify to the Board of Directors transactions and/or relationships that could constitute transactions with a related person as defined in Item 404(a) of Regulation S-K. For any potential transaction in which a director, executive officer, nominee for director, 5% or greater beneficial owner, any immediate family members of the foregoing, or other related person would have a material interest that is expected to exceed $120,000 in a single calendar year, such transaction is reviewed, in advance, by our Chief Legal Officer and Chief Compliance Officer to ensure compliance with our Code of Ethics and to evaluate the disclosure requirements under Item 404(a) of Regulation S-K before the transaction is considered for approval by the Board of Directors. In the course of its review and approval or ratification of a related person transaction, the Board of Directors considers:
•the approximate dollar value of the transaction;
•the related person’s interest in the transaction and the approximate dollar value of such interest without regard to any profit or loss;
•the position of the related person within the Company or relationship with the Company;
•the materiality of the transaction to the related person and the Company;
•whether the transaction was undertaken in the ordinary course of business of the Company;
•whether the transaction would impair the independence of a non-employee director;
•whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;
•the purpose of, and the potential benefits to the Company of, the transaction; and
•any other information regarding the transaction or the related person in the context of the transaction that would be material to investors in light of the circumstances of the particular transaction.
Currently, we do not have a formal written policy governing transactions with related persons. In the event any transaction or agreement occurs in respect of which a director has a material interest, the director will be recused from voting on that matter and will not participate in the meeting while the transaction at issue is being considered by the Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of our directors or executive officers, or any security holder of record as of the date of this Circular who owned, of record or to our knowledge, more than 5% of our outstanding Common Shares, or any member of such person’s immediate family, had any
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material interest, direct or indirect, in any transaction during the last fiscal year, or since the commencement of the current fiscal year, in any completed or proposed transaction, except for the following:
Mr. Douglas is our largest individual shareholder, holding approximately 16.64% of our Common Shares as of April 14, 2025. However, the Board of Directors has determined that, notwithstanding Mr. Douglas’ shareholdings, he has neither a direct nor indirect material interest in any transactions with the Company.
Mr. MacMillan is the ultimate controlling shareholder in Blue Ant, a media company which he co-founded in 2011. Prior to February 8, 2024, Blue Ant owned 70% of Beach House. On January 13, 2023, CICG, Beach House, and the Company entered into an agreement to co-finance a documentary film, The Elephant Odyssey. The total budget for the film is approximately $2.6 million, of which CICG is responsible for $0.3 million or 10%. The Company and Beach House agreed to finance $1.7 million, or 75%, and $0.6 million, or 25%, of the remaining budget, respectively. The Board of Directors determined that the transaction didn't constitute a material relationship between Mr. MacMillan and the Company. On February 8, 2024, Blue Ant sold 100% of its interest in Beach House. As of February 8, 2024, the Company had made payments totaling $1.0 million under the agreement, and Beach House had made payments totaling approximately $200,000 under the agreement.
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NON-GAAP FINANCIAL MEASURES
In this Circular, the Company presents Adjusted EBITDA and Free Cash Flow before Growth CAPEX as supplemental measures of the Company’s performance and liquidity, respectively, which are not recognized under GAAP.
The Company believes that these non-GAAP financial measures are important supplemental measures that allow management and users of the Company’s financial statements to view operating trends and analyze controllable operating performance on a comparable basis between periods without the after-tax impact of share-based compensation and certain unusual items included in net income (loss) attributable to common shareholders. Although share-based compensation is an important aspect of the Company’s employee and executive compensation packages, it is a non-cash expense and is excluded from certain internal business performance measures.
Management also uses “EBITDA,” as such term is defined in the Credit Agreement, and which is referred to herein as “Adjusted EBITDA.” As allowed by the Credit Agreement, Adjusted EBITDA includes adjustments in addition to the exclusion of interest, taxes, depreciation and amortization. Accordingly, this non-GAAP financial measure is presented to allow a more comprehensive analysis of the Company’s operating performance and to provide additional information with respect to the Company’s compliance with its Credit Agreement requirements, when applicable. In addition, the Company believes that Adjusted EBITDA presents relevant and useful information widely used by analysts, investors and other interested parties in the Company’s industry to evaluate, assess and benchmark the Company’s results.
EBITDA is defined as net income or loss excluding: (i) income tax expense or benefit; (ii) interest expense, net of interest income; (iii) depreciation and amortization, including film asset amortization; and (iv) amortization of deferred financing costs. Adjusted EBITDA is defined as EBITDA excluding: (i) share-based and other non-cash compensation; (ii) realized and unrealized investment gains or losses; (iii) transaction-related expenses; (iv) restructuring and other charges costs; and (v) write- downs, net of recoveries, including asset impairments and credit loss expense or reversal.
A reconciliation of net income (loss) attributable to common shareholders, which is the most directly comparable GAAP measure to EBITDA and Adjusted EBITDA, is presented in the table below. Net income (loss) attributable to common shareholders is the most directly comparable GAAP measure because it reflects the earnings relevant to the Company’s shareholders, rather than the earnings attributable to non-controlling interests.
Adjusted EBITDA
Twelve months ended December 31, | |||||||||||
(in thousands of U.S. Dollars) | 2024 | 2023 | |||||||||
| Reported net income (loss) | $ | 32,702 | $ | 33,066 | |||||||
| Add (subtract): | |||||||||||
| Income tax expense | 4,996 | 13,051 | |||||||||
| Interest expense, net of interest income | 3,936 | 2,101 | |||||||||
| Depreciation and amortization, including film asset amortization | 65,503 | 60,022 | |||||||||
Amortization of deferred financing costs (1) | 1,969 | 2,235 | |||||||||
| EBITDA | $ | 109,106 | $ | 110,475 | |||||||
| Stock and other non-cash compensation | 23,209 | 24,230 | |||||||||
| Unrealized investment gains | (127) | (465) | |||||||||
Transaction-related expenses(3) | $ | — | $ | 3,569 | |||||||
| Write-downs, including asset impairments and credit loss expense | 2,999 | 3,273 | |||||||||
Restructuring and other charges(2) | 3,749 | 2,946 | |||||||||
Adjusted EBITDA | $ | 138,936 | $ | 144,028 | |||||||
Less: Non-controlling interest | $ | (14,191) | $ | (15,869) | |||||||
Adjusted EBITDA per Credit Facility - attributable to common shareholders | $ | 124,745 | $ | 128,159 | |||||||
(1)The amortization of deferred financing costs is recorded within Interest Expense in the Consolidated Statements of Operations.
(2)Reflects restructuring related costs in connection with capturing efficiencies, centralizing certain operational roles and costs incurred in connection with the Company’s internal asset sale.
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Free Cash Flow before Growth CAPEX is defined as net cash provided by or used in operating activities excluding (i) the purchase of property, plant and equipment and (ii) the acquisition of other intangible assets. Free Cash Flow before Growth CAPEX does not represent residual cash flow available for discretionary expenditures. Free Cash Flow before Growth CAPEX allows management and users to evaluate the Company’s ability to generate additional cash from our business operations and provides better alignment with actions that improve the Company’s ability to fund growth initiatives as Growth CAPEX represents discretionary investments the Company has made to expand its business that could have been used in other ways to facilitate growth.
A reconciliation of cash provided by operating activities to Free Cash Flow before Growth CAPEX is presented below. Free Cash Flow before Growth CAPEX should be considered in addition to, rather than as a substitute for, our net cash provided by operating activities as a measure of our liquidity.
Free Cash Flow before Growth CAPEX
Years Ended | |||||||||||||||||
(in thousands of U.S. Dollars) | 2024 | 2023 | |||||||||||||||
Net cash provided by operating activities | $ | 70,837 | $ | 58,615 | |||||||||||||
| Purchase of property, plant and equipment | $ | (8,428) | $ | (6,491) | |||||||||||||
| Acquisition of other intangible assets | $ | (8,447) | $ | (8,344) | |||||||||||||
Free Cash Flow before Growth CAPEX(1) | $ | 53,962 | $ | 43,780 | |||||||||||||
(1)Growth CAPEX is defined as capital expenditures associated with investments in equipment for joint revenue sharing arrangements.
These non-GAAP measures may not be comparable to similarly titled amounts reported by other companies. Additionally, the non-GAAP financial measures used by the Company should not be considered as a substitute for, or superior to, the comparable GAAP amounts.
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AVAILABLE INFORMATION
We make available free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K as soon as reasonably practicable after such filing has been made with the SEC. Reports are available at www.imax.com or by calling Investor Relations at 1-212-821-0154. Additional information relating to the Company is available at www.sedarplus.ca and www.sec.gov/edgar. Financial information is provided in our comparative financial statements and MD&A for our most recently completed financial year. The text of the current copy of the Corporate Governance Guidelines is incorporated by reference into this Circular.
APPROVAL BY BOARD OF DIRECTORS
The contents and the sending of this Circular to each shareholder entitled to receive notice of the Meeting, to each director and to the auditors of the Company have been approved by the Board of Directors.
April 25, 2025
| /s/ Kenneth I. Weissman | |||||
| Kenneth I. Weissman | |||||
| Deputy General Counsel & Corporate Secretary | |||||
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