IMAX CORP 10-K

Item 9A. Controls and Procedures EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods and that such information is accumulated and communicated to management, including the CEO and Chief Financial Officer (“CFO”), to allow timely discussions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. The Company’s management, with the participation of its CEO and its CFO, has evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) or 15d-15(e)) as of December 31, 2024 and has concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective. The Company will continue to periodically evaluate its disclosure controls and procedures and will make modifications from time to time as deemed necessary to ensure that information is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management has used the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework in Internal Control-Integrated Framework (2013) to assess the effectiveness of the Company’s internal control over financial reporting. Management has assessed the effectiveness of the Company’s internal control over financial reporting and has concluded that such internal control over financial reporting was effective as of December 31, 2024. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, as stated in their report, which appears in Part II, Item 8. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes in the Company’s internal control over financial reporting which occurred during the three months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information a) None. b) None of the Company’s directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2024. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections N/A. 128 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 is incorporated by reference from the information under the following captions in the 2025 Proxy Statement: “Item No. 1 – Election of Directors;” “Executive Officers;” “Delinquent Section 16(a) Reports;” “Code of Business Conduct and Ethics and Insider Trading Policy ;” and “Corporate Governance.” Item 11. Executive Compensation The information required by Item 11 is incorporated by reference from the information under the following captions in the 2025 Proxy Statement: “Compensation Discussion and Analysis;” “Compensation Committee Report;” “Summary Compensation Table;” “Grants of Plan-Based Awards;” “Outstanding Equity Awards at Fiscal Year-End;” “Option Exercise and Stock Vested;” “Pension Benefits;” “Pay Ratio Disclosure;” “Potential Payments upon Termination or Change-in-Control;” “Pay Versus Performance;” “Compensation of Directors;” and “Compensation Committee Interlocks and Insider Participation.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 is incorporated by reference from the information under the following captions in the 2025 Proxy Statement: “Equity Compensation Plans;” “Principal Shareholders of Voting Shares;” and “Security Ownership of Directors and Management.” Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated by reference from the information under the following caption in the 2025 Proxy Statement: “Certain Relationships and Related Transactions,” “Review, Approval or Ratification of Transactions with Related Persons,” and “Director Independence.” Item 14. Principal Accounting Fees and Services The information required by Item 14 is incorporated by reference from the information under the following captions in the 2025 Proxy Statement: “Audit Fees;” “Audit-Related Fees;” “Tax Fees;” “All Other Fees;” and “Audit Committee’s Pre-Approval Policies and Procedures.” PART IV Item 15. Exhibits, Financial Statement Schedules Financial Statements and Schedules The Consolidated Financial Statements filed as part of this Report are included under Part II, Item 8. Financial Statement Schedules have been omitted since they either are not required, not applicable, or the information required is included in the financial statements or the accompanying notes thereto. Report of Independent Registered Public Accounting Firm, which covers the financial statements, the accompanying notes to the financial statements and the Company’s internal control over financial reporting, is included under Part II, Item 8. 129 Table of Contents Exhibits Exhibit No. Description Form File No Exhibit Filing Date 3.1 Restated Articles of Incorporation of IMAX Corporation, dated July 30, 2013. 10-Q 001-35066 3.1 10/24/13 3.2 Second Amended and Restated By-Law No. 1 of IMAX Corporation, enacted on February 7, 2023. 8-K 001-35066 3.1 2/10/23 4.1 Description of IMAX Corporation’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10-K 001-35066 4.4 2/19/20 4.2 Indenture, dated as of March 19, 2021, between IMAX Corporation and U.S. Bank National Association. 10-Q 001-35066 4.1 4/29/21 4.3 Form of 0.500% Convertible Senior Notes due April 1, 2026 (included as Exhibit A to Exhibit 4.3) 10-Q 001-35066 4.2 4/29/21 +10.1 Stock Option Plan of IMAX Corporation, dated June 18, 2008. 10-K 001-35066 10.1 2/24/16 +10.2 IMAX Corporation Form of Restricted Stock Unit Award Agreement. 10-K 001-35066 10.4 2/19/20 +10.3 IMAX Corporation Second Amended and Restated Long-Term Incentive Plan, dated June 3, 2020. 8-K 001-35066 10.1 6/5/20 +10.4 Amendment No.1 to Second Amended and Restated Long-Term Incentive Plan 8-K 001-35066 10.1 6/14/23 +10.5 Form of IMAX Corporation Second Amended and Restated Long-Term Incentive Plan Restricted Stock Unit Award Agreement. 10-Q 001-35066 10.11 4/29/21 +10.6 Form of IMAX Second Amended and Restated Long-Term Incentive Plan Performance Stock Unit Award Agreement. 10-Q 001-35066 10.12 4/29/21 +10.7 Form of IMAX Corporation Second Amended and Restated Long-Term Incentive Plan Restricted Stock Unit Award Agreement for Non-employee Directors. 10-Q 001-35066 10.2 7/27/21 +10.8 IMAX Corporation Supplemental Executive Retirement Plan, as amended and restated as of January 1, 2006. 10-K 001-35066 10.2 2/21/13 +10.9 Employment Agreement, dated July 1, 1998, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.10 2/21/13 +10.10 Amended Employment Agreement, dated July 12, 2000, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.11 2/21/13 +10.11 Amended Employment Agreement, dated March 8, 2006, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.12 2/24/12 +10.12 Amended Employment Agreement, dated February 15, 2007, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.13 2/24/12 +10.13 Amended Employment Agreement, dated December 31, 2007, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.16 2/20/14 +10.14 Amended Employment Agreement, dated December 11, 2008, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.17 2/19/15 +10.15 Amended Employment Agreement, dated December 20, 2010, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.18 2/24/16 +10.16 Amended Employment Agreement, dated December 12, 2011, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.17 2/24/12 130 Table of Contents +10.17 Employment Agreement, dated January 1, 2014, between IMAX Corporation and Richard L. Gelfond. 10-Q 001-35066 10.12 10/23/14 +10.18 First Amending Agreement, dated December 9, 2015, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.21 2/24/16 +10.19 Employment Agreement, dated November 8, 2016, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.24 2/23/17 +10.20 Amendment to Employment Agreement, dated November 1, 2019, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.26 2/19/20 +10.21 Second Amendment to Employment Agreement, dated as of September 19, 2022, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.1 10/31/22 +10.22 Employment Agreement, dated December 18, 2017, between IMAX Corporation and Robert D. Lister. 10-K 001-35066 10.30 2/27/18 +10.23 First Amending Agreement, dated March 11, 2020, between IMAX Corporation and Robert D. Lister. 10-Q 001-35066 10.47 4/30/20 +10.24 Second Amending Agreement, dated as of October 20, 2023, between IMAX Corporation and Robert D. Lister 10-K 001-35066 10.24 2/27/2024 +10.25 Employment Agreement, dated October 10, 2018, between IMAX Corporation and Megan Colligan. 10-Q 001-35066 10.48 7/28/20 +10.26 Employment Memorandum, dated September 18, 2020, between IMAX Corporation and Mark Welton. 10-Q 001-35066 10.52 10/29/20 +10.27 Amendment to Employment Memorandum, dated October 13, 2021, between IMAX Corporation and Mark Welton. 10-K 001-35066 10.38 2/24/22 +10.28 Emp loyment Agreement, dated as of January 9, 2023, b etween IMAX China (Hong Kong) Lim ited and Daniel Manwaring . 10-Q 001-35066 10.1 7/25/24 +10.29 A mendment Agreement to Employment Agreement, dated as of March 7, 2024, between IMAX China (Hong Kong) Limited and Daniel Manwaring. 10-Q 001-35066 10.2 7/25/24 +10.30 Employment Agreement, dated April 25, 2022, between IMAX Corporation and Natasha Fernandes. 10-Q 001-35066 10.1 7/29/22 +10.31 Letter Agreement by and between Megan Colligan and IMAX Corporation. 8-K 001-35066 10.2 4/27/23 +10.32 Statement of Directors’ Compensation as of January 2023. 10-K 001-35066 10.37 2/22/22 +10.33 Form of Director Indemnification Agreement. 10-Q 001-35066 10.39 7/25/18 10.34 Sixth Amended and Restated Credit Agreement, dated March 25, 2022, by and between IMAX Corporation, the Guarantors referred to therein, the Lenders referred to therein, and Wells Fargo Bank, National Association, as Administrative Agent. 10-Q 001-35066 10.1 4/28/22 10.35 Base Call Option Confirmation, dated as of March 16, 2021 between IMAX Corporation and Wells Fargo Bank, National Association. 10-Q 001-35066 10.1 4/29/21 10.36 Base Call Option Confirmation, dated as of March 16, 2021 between IMAX Corporation and Mizuho Markets Americas LLC. 10-Q 001-35066 10.2 4/29/21 10.37 Base Call Option Confirmation, dated as of March 16, 2021 between IMAX Corporation and JPMorgan Chase Bank, National Association. 10-Q 001-35066 10.3 4/29/21 131 Table of Contents 10.38 Base Call Option Confirmation, dated as of March 16, 2021 between IMAX Corporation and HSBC Bank USA, National Association. 10-Q 001-35066 10.4 4/29/21 10.39 Additional Call Option Confirmation, dated as of March 18, 2021 between IMAX Corporation and Wells Fargo Bank, National Association. 10-Q 001-35066 10.5 4/29/21 10.40 Additional Call Option Confirmation, dated as of March 18, 2021 between IMAX Corporation and Mizuho Markets Americas LLC. 10-Q 001-35066 10.6 4/29/21 10.40 Additional Call Option Confirmation, dated as of March 18, 2021 between IMAX Corporation and JPMorgan Chase Bank, National Association. 10-Q 001-35066 10.7 4/29/21 10.41 Additional Call Option Confirmation, dated as of March 18, 2021 between IMAX Corporation and HSBC Bank USA, National Association. 10-Q 001-35066 10.8 4/29/21 *19.1 IMAX Insider Trading Policy. *21.1 Subsidiaries of IMAX Corporation. *23.1 Consent of PricewaterhouseCoopers LLP. *24.1 Power of Attorney of certain directors. *31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 19, 2025, by Richard L. Gelfond. *31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 19, 2025, by Natasha Fernandes. ^32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 19, 2025, by Richard L. Gelfond. ^32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 19, 2025, by Natasha Fernandes. 97.1 Clawback Policy. 10-K 001-35066 97.1 2/27/23 *101.INS Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. *101.SCH Inline XBRL Taxonomy Extension Schema Document *101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document *101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document *101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document *101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith ^ Furnished herewith + Management contract or compensatory plan, contract or arrangement Item 16. Form 10-K Summary Not applicable. 132 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IMAX CORPORATION By /s/ NATASHA FERNANDES Natasha Fernandes Chief Financial Officer Date: February 19, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 19, 2025. /s/ RICHARD L. GELFOND /s/ NATASHA FERNANDES Richard L. Gelfond Chief Executive Officer & Director (Principal Executive Officer) Natasha Fernandes Chief Financial Officer & Executive Vice-President (Principal Financial Officer and Principal Accounting Officer) * * * Darren D. Throop Chairman of the Board & Director Gail Berman Director Eric A. Demirian (Chair) Director * * * Kevin Douglas Director David W. Leebron Director Michael MacMillan Director * * * Steve Pamon Director Dana Settle Director Jennifer Wong Director By * /s/ NATASHA FERNANDES Natasha Fernandes (as attorney-in-fact) 133