IMAX CORP (IMAX)
Sector: Communication
2026 Annual Meeting Analysis
IMAX CORP · Meeting: June 10, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the Ten Nominees for the Board of Directors
IMAX's 3-year total return of 76.7% outperforms its disclosed compensation peer group median by +77.4 percentage points, well above the 50pp threshold needed to trigger a vote against, so no TSR concern applies; no overboarding, attendance, or independence issues identified.
IMAX's strong outperformance of its peer group over 3 years means no TSR trigger applies; Mr. Throop has served since 2015, attended all 7 board meetings, holds no apparent overboarding or independence issues, and brings deep entertainment industry leadership as Chairman.
Ms. Berman joined in March 2023, giving her approximately 3 years of tenure; IMAX's peer-group outperformance means no TSR trigger fires, and she attended 6 of 7 meetings (86%), meeting the 75% attendance threshold, with clear entertainment industry qualifications.
Mr. Demirian has served since 2010, attended all meetings, chairs the Audit Committee, and qualifies as an audit committee financial expert as a Chartered Professional Accountant; IMAX's strong peer-group outperformance means no TSR trigger applies.
Mr. Douglas attended all 7 board meetings, holds only the IMAX board seat among public company boards (no overboarding concern), and IMAX's 3-year peer-group outperformance of +77.4pp far exceeds the 50pp threshold in the opposite direction, so no TSR trigger applies.
Mr. Leebron has served since 2003, attended all 7 meetings, chairs the Governance Committee and sits on the Audit Committee, and his legal and academic leadership background is clearly relevant; IMAX's strong peer-group outperformance means no TSR trigger applies.
Mr. MacMillan attended all 7 board meetings, serves on both the Audit and Governance Committees, and brings deep entertainment industry experience as co-founder of Blue Ant Media; no TSR, overboarding, or independence concerns identified.
Mr. Pamon has served since June 2021, attended all 7 meetings, and his prior WWE board seat ended in 2024 so no current overboarding concern exists; IMAX's strong peer-group outperformance means no TSR trigger applies.
Ms. Settle attended 6 of 7 meetings (86%), meeting the 75% attendance threshold, and her venture capital and technology background is clearly relevant to IMAX's strategic direction; no TSR, overboarding, or independence concerns identified.
Ms. Wong joined in March 2023, attended 6 of 7 meetings (86%), serves on the Audit Committee with a strong finance and operations background, and IMAX's peer-group outperformance means no TSR trigger applies; she also sits on Capital One's board but that does not constitute overboarding as a non-CEO director.
All ten director nominees receive a FOR vote. IMAX's 3-year total return of 76.7% outperforms its disclosed compensation peer group median by +77.4 percentage points, comfortably above the 50pp threshold needed to trigger a vote against any director. Every incumbent director attended at least 75% of board and committee meetings. The board is 90% independent, all committees are fully independent, the Audit Committee chair holds a formal accounting credential, and no overboarding, familial-relationship, or independence-classification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Richard L. Gelfond
Total Comp
$8,655,929
Prior Support
95%%
CEO total reported compensation of $8.66 million for 2025 is reasonable for a $2 billion entertainment-technology company given IMAX's record financial performance — revenue up 16%, net income up 39%, and total shareholder return of 44% in 2025 and 77% over three years — and the pay mix is strongly performance-oriented, with 85% of the CEO's target pay delivered through variable or equity-based elements including performance stock awards tied to multi-year EBITDA growth and relative total shareholder return. The 2023-2025 performance stock award cycle paid out at 165% of target, which is directly supported by IMAX finishing at approximately the 98th percentile of its peer group on 3-year total return, demonstrating genuine pay-for-performance alignment rather than windfalls disconnected from results. The prior Say-on-Pay vote drew 95% support, the company has a meaningful clawback policy, and shareholder engagement was robust, with no policy triggers for a against vote identified.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,508,546
Non-Audit Fees
$509,164
Non-audit fees (audit-related fees of $243,750 plus tax fees of $236,963 plus all other fees of $28,451, totalling $509,164) represent approximately 20% of core audit fees of $2,508,546, well below the 50% threshold that would raise independence concerns. The proxy discloses PwC has served for more than five years but does not confirm a tenure of 25 years or more, so the tenure trigger does not fire. IMAX has a market cap of $2.0 billion, making PwC (a Big 4 firm) an appropriate auditor for its size and complexity, and no material financial restatements were disclosed.
Overall Assessment
The 2026 IMAX annual meeting presents three standard proposals — director elections, auditor ratification, and Say-on-Pay — all of which receive a FOR vote under this policy. IMAX delivered record performance in 2025 and its 3-year total shareholder return of 76.7% substantially outperforms its disclosed peer group, removing any TSR-based concern for the entire director slate, while the compensation program is genuinely performance-linked and PwC's non-audit fee ratio is well within acceptable limits.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing