UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
October 19, 2016
Date of report (Date of earliest event reported)
IMAX Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Canada | 1-35066 | 98-0140269 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| 2525 Speakman Drive, Mississauga, Ontario, Canada L5K 1B1 (905) 403-6500 |
110 E. 59th Street, Suite 2100 New York, New York, USA 10022 (212) 821-0100 |
(905) 403-6500
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Kevin Douglas and Greg Foster to Board of Directors
On October 19, 2016, IMAX Corporation (the “Company”) announced the appointment of Kevin Douglas, Chairman and Founder of Douglas Telecommunications, and Greg Foster, CEO of IMAX Entertainment and Senior Executive Vice President of IMAX Corporation, to its Board of Directors, expanding the size of the board from 10 directors to 11.
Mr. Douglas is expected to qualify as an independent director within the meaning of Section 303A of the NYSE Listed Company Manual and is eligible to receive the independent director’s compensation package that was approved by the Company’s Board of Directors on June 11, 2013. Pursuant to this package, Mr. Douglas will receive a retainer of $50,000 per year, and as soon as possible after the lifting of the Company’s earnings blackout period, Mr. Douglas will be granted restricted share units valued at approximately $76,923.08, which will vest on the date of grant. Mr. Douglas will also receive reimbursement for any expenses incurred from participation in board meetings. No committee assignment has yet been made.
As an employee of the Company, Mr. Foster will not receive any additional compensation for his service on the Board of Directors. Mr. Foster is not expected to be assigned to a committee.
There are no transactions involving the Company and Mr. Douglas or Mr. Foster that are reportable pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.
Retirement of Martin Pompadur
On October 19, 2016, the Company announced that Martin Pompadur, a director since 2010, has retired from the board. The retirement does not arise out of any disagreement with the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated October 19, 2016. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IMAX Corporation (Registrant) | ||||||
| Date: October 19, 2016 | By: | /s/ Robert D. Lister | ||||
| Name: | Robert D. Lister | |||||
| Title: | Chief Legal Officer & Chief Business Development Officer | |||||
| By: | /s/ G. Mary Ruby | |||||
| Name: | G. Mary Ruby | |||||
| Title: | Chief Administrative Officer & Corporate Secretary | |||||
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IMAX Corporation
Exhibit 99.1
IMAX CORPORATION
2525 Speakman Drive
Mississauga, Ontario, Canada L5K 1B1
Tel: (905) 403-6500 Fax: (905) 403-6450
www.imax.com
IMAX EXPANDS BOARD; ANNOUNCES APPOINTMENT OF KEVIN DOUGLAS
AND GREG FOSTER AS DIRECTORS
NEW YORK – Oct. 19, 2016 – IMAX Corporation (NYSE:IMAX) today announced the appointment of Kevin Douglas, Chairman and Founder of Douglas Telecommunications, and Greg Foster, CEO of IMAX Entertainment and Senior Executive Vice President of IMAX Corporation, to its Board of Directors, expanding the board to 11 members from 10. Martin Pompadur, a board member since 2010, has retired.
Douglas Telecommunications is a family investment office through which Douglas manages the Douglas family investment portfolio. Prior to Douglas Telecommunications, he was Chairman of the Board at Rural Cellular Management Corporation. He currently serves on the boards of KSR International Co. and was formerly on the board of Stamps.com. Douglas is IMAX Corporation’s largest individual investor and has been a shareholder since 2007. In 2014, the Company partnered with 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.
Foster joined the Company in 2001, and supports IMAX CEO Richard L. Gelfond in driving the Company’s overall strategy, with a particular emphasis on the Company’s global entertainment activities, including creative, production, film distribution, business affairs, marketing, sponsorship, studio relationships and the revolutionary IMAX DMR® process. The appointment to the board is pursuant to Foster’s recent contract extension.
“I’m delighted to welcome both Kevin and Greg to our board,” said IMAX CEO Richard L. Gelfond. “Kevin, a respected investor and business adviser, has demonstrated a long-term commitment to IMAX as a shareholder and I have valued his advice over the years. I am pleased that his expertise in identifying new opportunities for growth will be a resource for the board. Greg has played a pivotal role in making IMAX a key player in the global entertainment landscape. His relationship with filmmakers, studios and exhibitors and his passionate commitment to IMAX will be a tremendous asset to our board. I would also like to thank Marty for his many contributions to the Board of Directors and wish him well in his future endeavors.”
Douglas holds a BA from Stanford University and a Doctor of Law degree from the University of California’s Hastings College of Law.
Previously, Foster was at MGM/UA where he served in various senior management posts, including Executive Vice President of Production and Senior Vice President of Motion Picture Marketing and Research. Foster is a graduate of Georgetown University.
About IMAX Corporation
IMAX, an innovator in entertainment technology, combines proprietary software, architecture and equipment to create experiences that take you beyond the edge of your seat to a world you’ve never imagined. Top filmmakers and studios are utilizing IMAX theatres to connect with audiences in extraordinary ways, and, as such, IMAX’s network is among the most important and successful theatrical distribution platforms for major event films around the globe.
IMAX is headquartered in New York, Toronto and Los Angeles, with offices in London, Tokyo, Shanghai and Beijing. As of June 30, 2016, there were 1,102 IMAX theatres (990 commercial multiplexes, 16 commercial destinations and 96 institutions) in 69 countries. On Oct. 8, 2015, shares of IMAX China, a subsidiary of IMAX Corp., began trading on the Hong Kong Stock Exchange under the stock code “HK.1970.”
IMAX®, IMAX® 3D, IMAX DMR®, Experience It In IMAX®, An IMAX 3D Experience®, The IMAX Experience®, IMAX Is Believing® and IMAX nXos® are trademarks of IMAX Corporation. More information about the Company can be found at www.imax.com. You may also connect with IMAX on Facebook (www.facebook.com/imax), Twitter (www.twitter.com/imax) and YouTube (www.youtube.com/imaxmovies).
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This press release contains forward looking statements that are based on IMAX management’s assumptions and existing information and involve certain risks and uncertainties which could cause actual results to differ materially from future results expressed or implied by such forward looking statements. These risks and uncertainties are discussed in IMAX’s most recent Annual Report on Form 10-K and most recent Quarterly Reports on Form 10-Q.
For additional information please contact:
| Business Media: IMAX Corporation – New York Ann Sommerlath 212-821-0155 asommerlath@imax.com
Sloane & Company – New York Whit Clay 212-446-1864 wclay@sloanepr.com |
Investors: IMAX Corporation – New York Jessica Kourakos 212-821-0110 jkourakos@imax.com
Entertainment Media: Principal Communications Group – Los Angeles Melissa Zuckerman/Paul Pflug 323-658-1555 melissa@pcommgroup.com
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