What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-02-19 compared with 2024-02-27 · 23 added, 46 removed, 26 unchanged (73% of the section changed)

Market for Registrant’s Common Equity, Related Stoc kholder Matters, and Issuer Purchases of Equity Securities

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common shares are traded on the NYSE under the symbol “IMAX.”

As of January 31, 2025, the Company had approximately 225 registered holders of record of its common shares.

Over the last few years, the Company has not paid, nor does the Company have any current plans to pay, cash dividends on its common shares.

The payment of dividends by the Company is subject to certain restrictions under the terms of the Company’s indebtedness (see Note 14 to Consolidated Financial Statements in Part II, Item 8).

The payment of any future dividends will be determined by the Board in light of conditions then existing, including the Company’s financial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by the Board.

The Company has not paid, nor does the Company have any current plans to pay, cash dividends on its common shares.

The payment of dividends by the Company is subject to certain restrictions under the terms of the Company’s indebtedness (see Note 13 to “Consolidated Financial Statements” in Part II, Item 8.) The payment of any future dividends will be determined by the Board in light of conditions then existing, including the Company’s financial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by the Board.

The Company grants two types of performance stock units (“PSU”), one which vests based on a combination of employee service and the achievement of certain Adjusted EBITDA targets, and one which vests based on a combination of employee service and the achievement of total shareholder return (“TSR”) targets.

1 unchanged sentence

At the conclusion of the three-year performance period, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial Adjusted EBITDA PSU award or 150% of the initial TSR PSU award depending upon actual performance versus the established Adjusted EBITDA and TSR, respectively.

Equity Compensation Plans

The following table sets forth information regarding the Company’s Equity Compensation Plan as of December 31, 2023:

Number of Securities to

be Issued Upon Exercise

of Outstanding Options,

Warrants and Rights

Weighted Average

Exercise Price of

Outstanding Options,

Warrants and Rights (2)

Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation

Plans (Excluding

Securities Reflected

in Column (A))

Plan Category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

(1) The number of securities to be issued upon exercise of outstanding options, warrants, and rights excludes 668,708 common shares that may be issued with respect to PSUs outstanding, 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.

Performance Graph

The following graph compares 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 NYSE Composite Index, the S&P/TSX Composite Index and the IMAX Peer Group to the end of the most recently completed fiscal year.

The IMAX Peer Group consists of Ambarella, Inc., Cinemark Holdings, Inc., Cineplex Inc., Dolby Laboratories, Inc., Harmonic Inc., Knowles Corporation, Lions Gate Entertainment Corp., The Marcus Corporation, and WildBrain Ltd.

The IMAX 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 Inc.

The performance period includes the COVID-19 pandemic, which significantly impacted the out-of-home entertainment industry.

1 unchanged sentence

Issuer Purchases of Equity Securities

On June 12, 2017, the Company announced that the Board approved a $200.0 million share repurchase program for its common shares that would have initially expired on June 30, 2020, which was subsequently extended and increased in the total share repurchase authority to $400.0 million.

In 2017, the Company announced that the Board approved a $200.0 million share repurchase program for its common shares that would have initially expired on June 30, 2020, which was subsequently extended and increased in the total share repurchase authority to $400.0 million.

In 2023, the Company’s Board approved a 36-month extension to its share repurchase program through June 30, 2026.

1 unchanged sentence

The repurchases may be made either in the open market or through private transactions, including repurchases made pursuant a plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, and other relevant factors.

The Company has no obligation to repurchase shares and the share repurchase program may be suspended or discontinued by the Company at any time.

During the three months ended December 31, 2023, the Company repurchased 1,459,948 common shares at an average price of $16.55 per share, for a total of $24.2 million, excluding commissions, of which 108,393 were common shares where settlement occurred subsequent to December 31, 2023, at an average price of $14.98 per share, for a total of $1.6 million, excluding commission.

The Company has no obligation to repurchase shares and the

share repurchase program may be suspended or discontinued by the Company at any time.

During the three months ended December 31, 2024, the Company did not repurchase any common shares.

As of December 31, 2024 and December 31, 2023, the IMAX LTIP trustee did not hold any shares.

Any shares held with the trustee are recorded at cost and are reported as a reduction against Capital Stock on the Company’s Consolidated Balance Sheets.

Subsequent to December 31, 2023 and through February 26, 2024, the Company completed repurchases through a 10b5-1 program of 1,158,724 shares at an average of $13.99 per share, for a total cost of $16.2 million, excluding commission.

The Company’s common share repurchase program activity for the three months ended December 31, 2024 was as follows:

Total number of

shares purchased

Average price paid

Total number of

shares purchased

as part of publicly

announced program

Maximum value of

shares that may yet

be purchased under

Three Months Ended December 31, 2024

Total number of shares purchased

Average price paid per share

Total number of shares purchased

as part of publicly announced program

Maximum value of shares that may yet be purchased under the program

October 1 through October 31, 2024

— $ — — $ 150,720,352

November 1 through November 30, 2024

— — — 150,720,352

December 1 through December 31, 2024

— — — 150,720,352

Total — $ — —

In 2023, IMAX China’s shareholders granted its Board of Directors (the “IMAX China Board”) a general mandate authorizing the IMAX China Board, subject to applicable laws, to repurchase shares of IMAX China not to exceed 10% of the total number of issued shares as of June 7, 2023 (33,959,314 shares).

4 unchanged sentences

IMAX China has no obligation to repurchase its shares and the share repurchase program may be suspended or discontinued by IMAX China at any time.

During the three months ended December 31, 2023, IMAX China repurchased 16,800 common shares at an average price of HKD 7.11 per share ($0.91 per share) for a total of HKD 0.1 million or less than $0.1 million.

For the years ended December 31, 2023 and 2022, there were no shares purchases in the administration of employee share-based plans.

A summary of the material terms and conditions of the Company’s revolving credit facility, which include a limitation of the amount of permitted share repurchases, is provided in Note 14 to Consolidated Financial Statements in Part II, Item 8.

During the three months ended December 31, 2024, IMAX China did not repurchase any common shares.

For the years ended December 31, 2024 and 2023, there were no share purchases in the administration of employee share-based plans.

A summary of the material terms and conditions of the Company’s revolving credit facility, which includes a limitation of the amount of permitted share repurchases, is provided in Note 13 to “Consolidated Financial Statements” in Part II, Item 8.

Issuer Sales of Unregistered Securities

Refer to Note 17(c) to Consolidated Financial Statements in Part II, Item 8.

Selecte d Financial Data

Refer to “Capital Stock — Shared-Based Compensation ” in Note 16 to “Consolidated Financial Statements” in Part II, Item 8.

Selected Financial Data

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity