Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

IMAX Corporation (the "Company") held its 2021 Annual and Special Meeting of Shareholders (the "Meeting") via live audio webcast on June 9, 2021. At the Meeting, the shareholders confirmed amendments to the Company's By-Law No. 1 by way of repeal and replacement (as amended, the "Amended and Restated By-Law No. 1"). The Amended and Restated By-Law No. 1, among other things, allows meeting of shareholders to be conducted virtually. The Company's board of directors (the "Board") previously approved and adopted the Amended and Restated By-Law No. 1 on March 4, 2021.

The foregoing description of the Amended and Restated By-Law No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Law No. 1, which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

Set forth below are the matters acted upon by the Company's shareholders at the Meeting, and the final voting results on each matter.





  1. Election of Directors

Eric A. Demirian, Kevin Douglas, Richard L. Gelfond, David W. Leebron, Michael MacMillian, Steve Pamon, Dana Settle, and Darren Throop were elected as directors of the Company. Each director elected will hold office until the earlier of the close of the next annual meeting of shareholders in 2022, the election or appointment of his or her successor, or the date of his or her resignation or termination.





Director             Votes For        Votes Withheld/Abstained       Broker Non-Votes
Eric A. Demirian       45,322,205                        323,006        4,409,206
Kevin Douglas          36,070,477                      9,574,734        4,409,206
Richard L. Gelfond     45,457,904                        187,307        4,409,206
David W. Leebron       40,538,294                      5,106,917        4,409,206
Michael MacMillan      44,150,588                      1,494,623        4,409,206
Steve Pamon            45,488,881                        156,330        4,409,206
Dana Settle            35,642,942                     10,002,269        4,409,206
Darren D. Throop       31,949,258                     13,695,953        4,409,206




  2. Appointment of Auditors

The shareholders approved the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors until the next annual meeting of shareholders in 2022, and shareholders authorized the directors to fix their remuneration.





Votes For    Votes Against   Votes Withheld/Abstained   Broker Non-Votes
49,550,370   493,203         7,280                      3,564




  3. Named Executive Officer Compensation ("Say-on-Pay")




The shareholders approved the advisory vote on the compensation of the Company's
Named Executive Officers.



Votes For    Votes Against   Votes Withheld/Abstained   Broker Non-Votes
28,195,670   16,651,560      797,980                    4,409,207




  4. Confirmation of Amendments to By-Law No. 1

The shareholders confirmed the amendments to the Company's By-Law No. 1.





Votes For    Votes Against   Votes Withheld/Abstained   Broker Non-Votes
45,427,697   75,670          141,842                    4,409,208






                                       1

--------------------------------------------------------------------------------




Item 7.01 Regulation FD

On June 9, 2021, the Company issued a press release announcing the election of Steve Pamon as director and the appointment of Darren D. Throop as chairman of the Board. 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 Exhibit 99.1 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

3.1         Amended and Restated By-Law No. 1 of IMAX Corporation, enacted on March
          4, 2021. Incorporated by reference to Exhibit 3.2 to IMAX Corporation's
          Form 10-K filed on March 4, 2021.
99.1        Press Release dated June 9, 2021.
104       Cover Page Interactive Data File (formatted as inline XBRL)




                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses