UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| |
New York, New York, USA 10010 (212) 821-0100 |
(Address of principal executive offices, zip code, telephone numbers)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 30, 2021, Bradley Wechsler, Chairman of the Board of the Directors (the “Board”) of IMAX Corporation (the “Company”), notified the Board that he will not stand for re-election as a director at the Company’s annual meeting of shareholders on June 9, 2021 (the “Meeting”). Mr. Wechsler’s term as a director will end at the conclusion of the Meeting. Mr. Wechsler’s decision was not the result of any disagreement with the Company.
| Item 7.01 | Regulation FD |
On March 30, 2021, the Company issued a press release announcing Mr. Wechsler’s decision to not stand for re-election as a director. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of this current report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 30, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
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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: March 30, 2021 | By: | /s/ Robert D. Lister | ||
| Name: | Robert D. Lister | |||
| Title: | Chief Legal Officer and Senior Executive Vice President | |||
| By: | /s/ Kenneth I. Weissman | |||
| Name: | Kenneth I. Weissman | |||
| Title: | Senior Vice President, Legal Affairs and Corporate Secretary | |||
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Exhibit 99.1
BRAD WECHSLER TO STEP DOWN AS CHAIRMAN OF IMAX CORPORATION
NEW YORK, NY— March 30, 2021 – IMAX Corporation (NYSE: IMAX) today announced that Bradley Wechsler has notified the Company he will step down as Chairman of the Board of IMAX at the Company’s annual shareholders meeting (AGM) on June 9, 2021, after nearly 30 years of service to the Company. IMAX’s Board of Directors will select a new Chairman to be announced shortly after the Company’s AGM. Mr. Wechsler has been Chairman or Co-Chairman of IMAX’s board since 1994 when he and Richard L. Gelfond acquired the Company. Mr. Wechsler and Mr. Gelfond served as Co-Chief Executive Officers from 1996 to 2009 when Mr. Gelfond took on the role of sole CEO.
Commenting on Mr. Wechsler’s resignation as Chairman, Mr. Gelfond said: “Brad and I have had an outstanding working relationship since we acquired IMAX together nearly 30 years ago, during which time IMAX has been transformed into one of the leading entertainment technology companies in the world. I thank him for his dedication, wisdom, insight, support and guidance. I know all of IMAX’s employees past and present recognize and appreciate his many contributions. As he leaves his role, I am proud to have partnered with him and to call him my friend.”
Mr. Wechsler added, “It’s been almost thirty years since Rich and I acquired IMAX and we’ve seen a tsunami of changes over the years. One thing that has remained constant though is the power of The IMAX Experience® and the power of the IMAX brand. I’m proud to have been part of building this great company and wish the Company and Rich continued success in growing this unique franchise.”
Mr. Wechsler is currently CEO and Managing Partner of Elysium LLC. He serves on the boards of Apollo Investment Corporation, NYU Langone Hospital and Medical Center and Math for America. Mr. Wechsler served on the board of Assay Healthcare Solutions from 2010-2014 and currently serves on several private boards. Mr. Wechsler is also a member of the Motion Picture Academy of Arts & Sciences.
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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 theaters 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 additional offices in London, Dublin, Tokyo, and Shanghai. As of December 31, 2020, there were 1,650 IMAX theater systems (1,562 commercial multiplexes, 12 commercial destinations, 76 institutional) operating in 84 countries and territories. Shares of IMAX China Holding, Inc., a subsidiary of IMAX Corporation, trade on the Hong Kong Stock Exchange under the stock code “1970.”
IMAX®, IMAX® Dome, IMAX® 3D, IMAX® 3D Dome, Experience It In IMAX®, The IMAX Experience®, An IMAX Experience®, An IMAX 3D Experience®, IMAX DMR®, DMR®, IMAX nXos® and Films to the Fullest®, are trademarks and trade names of the Company or its subsidiaries that are registered or otherwise protected under laws of various jurisdictions. More information about the Company can be found at www.imax.com. You may also connect with IMAX on Instagram (https://www.instagram.com/imax), Facebook (www.facebook.com/imax), Twitter (www.twitter.com/imax) and YouTube (www.youtube.com/imaxmovies).
For more information, please contact:
| Investors:
IMAX Corporation, New York Brett Harriss 212-821-0187 bharriss@imax.com |
Media:
IMAX Corporation, New York Mark Jafar 212-821-0102 mjafar@imax.com |
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