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IMAX > SEC Filings for IMAX > Form 8-K on 3-Jun-2014All Recent SEC Filings

Show all filings for IMAX CORP

Form 8-K for IMAX CORP


3-Jun-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters


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

On June 2, 2014, the Company's shareholders confirmed the repeal and replacement of By-Law No. 1, which previously had been approved by the Company's Board of Directors, subject to shareholder confirmation. The amendments to By-Law No. 1 include Advance Notice Provisions, which provide for requirements regarding nominations of persons for election to the Board of Directors that are made by shareholders of the Company. A copy of the replacement to By-Law No. 1 is attached hereto as Exhibit 3.2.



Item 5.07 Submission of Matters to a Vote of Security Holders

The 2014 Annual and Special Meeting of Shareholders of the Company was held on June 2, 2014.

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

1. Election of Directors

By a vote by way of show of hands, Neil S. Braun, Eric A. Demirian, Richard L. Gelfond, Garth M. Girvan, David W. Leebron, Michael MacMillan, Michael Lynne, I. Martin Pompadur, Marc A. Utay, and Bradley J. Wechsler were elected as directors of the Company to hold office until the year 2015 or until their successors are elected or appointed. Management received proxies from the shareholders to vote for the ten directors nominated for election as follows:

Director                      Votes For               Votes Withheld               Broker Non-Votes
Neil S. Braun                50,979,581                594,026                        7,867,687
Eric A. Demirian             34,289,532                17,283,975                     7,867,687
Richard L. Gelfond           50,932,183                641,424                        7,867,687
Garth M. Girvan              28,007,120                23,566,387                     7,867,687
David W. Leebron             48,878,244                2,695,363                      7,867,687
Michael Lynne                51,385,578                188,029                        7,867,687
Michael MacMillan            51,358,919                214,688                        7,867,687
Martin Pompadur              34,145,123                17,428,384                     7,867,687
Marc A. Utay                 34,286,311                17,287,196                     7,867,687
Bradley J. Wechsler          50,458,950                1,114,657                      7,867,687

2. Appointment of Auditor

By a vote by way of show of hands, PricewaterhouseCoopers LLP ("PwC") were appointed auditors of the Company to hold office until the next annual meeting of shareholders and shareholders authorized the directors to fix their remuneration. Management received proxies from the shareholders to vote for the re-appointment of PwC as follows:

Votes For Votes Against Votes Withheld Broker Non-Votes 58,160,001 1,112,863 158,430 0

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

By a vote by way of show of hands, shareholders confirmed the amendments to By-Law No.1 by repeal and replacement, as outlined in the Company's April 22, 2014 Proxy Circular and Proxy Statement. Management received proxies from the shareholders to vote for the confirmation of the amendments to By-Law No. 1 as follows:

Votes For Votes Against Votes Withheld Broker Non-Votes 50,773,768 717,747 93,304 7,867,687




Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No. Description
3.2 By-Law No. 1 of IMAX Corporation enacted on June 2, 2014.


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