imax-20260424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

Check the appropriate box:


[ ]			Preliminary Proxy Statement
[ ]			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X ]			Definitive Proxy Statement
[ ]			Definitive Additional Materials
[ ]			Soliciting Material under §240.14a-12

IMAX CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


[X ]			No fee required
[ ]			Fee paid previously with preliminary materials.
[ ]			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


IMAX Corporation 902 Broadway, 20th Floor New York, New York, U.S.A. 10010
			April 24, 2026

Dear Fellow Shareholders:

IMAX delivered the strongest performance in our history in 2025, cementing our position as a premier global platform for awe‑inspiring experiences. We achieved record global box office, market share, and revenue; further expanded our footprint across key markets; and drove strong profitability and cash flow — resulting in share price growth of 44% during the calendar year.

From the outset, we saw opportunity in a robust slate and seized upon it with strong execution — exceeding our ambitious targets by strengthening our global content portfolio and making IMAX even more indispensable to so many of the world’s greatest filmmakers and most passionate moviegoers.

From China’s “Ne Zha 2” and Japan’s “Demon Slayer: Infinity Castle” to Filmed For IMAX® Hollywood hits including “F1: The Movie” and “Mission: Impossible – The Final Reckoning,” IMAX continues to prove invaluable in launching the biggest blockbusters. We’re also expanding into new events and experiences – from live events to music, gaming, and sports – that help drive utilization of our network throughout the year.

Building on our box office momentum, we signed agreements for 166 new and upgraded IMAX theater systems with both longstanding and new exhibitor partners, including a massive agreement for 80 new and upgraded locations with AMC. We also completed 160 system installations – the high end of our projections for the year.

2026 boasts our biggest lineup of Filmed For IMAX releases ever – films shot with IMAX cameras specifically to be experienced on our screens. The slate is headlined by “The Mandalorian & Grogu,” “Narnia,” “Dune: Part Three,” and Christopher Nolan’s “The Odyssey,” the first feature shot entirely with IMAX film cameras. Hotly anticipated Hollywood films, including “Toy Story 5,” “Moana” and “Minions & Monsters,” also lie ahead alongside a robust lineup of international films.

I invite you to attend our 2026 Annual General Meeting of Shareholders, scheduled to be on June 10, 2026 via live audio webcast. Shareholders will be asked to vote on several proposals, details of which are set forth in the accompanying Notice of Annual General Meeting and Proxy Circular and Proxy Statement. Your vote is important, and we encourage you to ensure your shares are represented. You may vote by completing and returning the accompanying Form of Proxy. You may also vote online, by phone, or at the meeting. Please refer to the Proxy Circular and Proxy Statement for instructions and additional details.

We are energized by our historic success, but even more excited about the opportunity ahead to grow and deliver strong returns for our shareholders. I look forward to sharing our progress with all of you.

Sincerely,


/s/ Richard L. Gelfond

Richard Gelfond
CEO, IMAX Corporation


IMAX Corporation 902 Broadway, 20th Floor New York, New York, U.S.A. 10010			April 24, 2026

NOTICE of ANNUAL GENERAL MEETING of SHAREHOLDERS

to be held on

Wednesday, June 10, 2026

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of IMAX Corporation (the “Company”) will be conducted as a virtual meeting via live audio webcast at: meetnow.global/MRWK97W on Wednesday, June 10, 2026 at 10:00 a.m. (Eastern Time) (the “Meeting”), for the following purposes:

(1)to receive the consolidated financial statements for the fiscal year ended December 31, 2025, together with the auditors’ report thereon;

(2)to elect the ten individuals nominated to serve as directors until the close of the next annual general meeting of shareholders or until their successors are elected or appointed;

(3)to appoint auditors and authorize the directors to fix the auditors’ remuneration;

(4)to conduct an advisory vote on the compensation of the Company’s Named Executive Officers; and

(5)to transact such other business as may properly be brought before the Meeting or any adjournments thereof.

The foregoing items of business are more fully described in the Proxy Circular and Proxy Statement accompanying this Notice of Annual General Meeting of Shareholders.

Only shareholders of record as of the close of business on April 13, 2026 are entitled to notice of and to vote at the Meeting.

By Order of the Board of Directors,

/s/ Kenneth I. Weissman

KENNETH I. WEISSMAN

Deputy General Counsel & Corporate Secretary

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, by going to meetnow.global/MRWK97W, provided they are connected to the Internet and comply with all of the requirements set out in the Proxy Circular and Proxy Statement accompanying this Notice of Annual General Meeting of Shareholders. Responses to questions received during the Meeting will be provided in a format that is accessible by all meeting attendees. Beneficial shareholders who have not duly appointed themselves as a proxyholder will be able to attend the Meeting as guests provided they are connected to the Internet. Guests will be able to listen to the meeting, but will not be able to vote or submit questions at the Meeting.

Shareholders who wish to appoint a person other than the management nominees identified in the accompanying form of proxy (the “Form of Proxy”) or Voting Instruction Form as their proxy (including beneficial shareholders who wish to appoint themselves to attend) must carefully follow the instructions in the accompanying Proxy Circular and Proxy Statement and on their Form of Proxy or Voting Instruction Form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Investor Services Inc., after submitting their Form of Proxy or Voting Instruction Form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving an invite code to participate and vote at the Meeting and only being able to attend as a guest.

YOUR VOTE IS IMPORTANT.

Shareholders who are unable to attend the Meeting online are requested to complete and return the accompanying Form of Proxy in the envelope provided for that purpose. Proxies must be received by Computershare Investor Services Inc., c/o Proxy Unit, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1 or at the Company’s address noted above on or before 10:00 a.m. (Eastern Time) on Monday, June 8, 2026. Shareholders may also vote in advance of the Meeting on or before 10:00 a.m. (Eastern Time) on Monday, June 8, 2026 by following the instructions for voting by telephone or over the Internet in the accompanying Proxy Circular and Proxy Statement.

PROXY CIRCULAR

AND

PROXY STATEMENT

IMAX CORPORATION

902 Broadway, 20th Floor, New York, New York, U.S.A. 10010

tel: 212-821-0100

www.imax.com

Contents


GENERAL INFORMATION			1
INFORMATION ON VOTING			2
VOTING IN ADVANCE OF THE MEETING			2
VOTING AT THE MEETING			5
VOTING REQUIREMENTS TO APPROVE MATTERS TO BE DISCUSSED AT THE 2026 ANNUAL GENERAL MEETING			7
PROCEDURE FOR CONSIDERING SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR OUR 2027 ANNUAL GENERAL MEETING			7
SHAREHOLDER COMMUNICATION			8
FINANCIAL STATEMENTS AND AUDITORS’ REPORT			8
MATTERS TO BE CONSIDERED AT THE 2026 ANNUAL GENERAL MEETING			8
BOARD OF DIRECTORS’ RECOMMENDATIONS FOR YOUR VOTE			8
ITEM NO. 1 - ELECTION OF THE TEN NOMINEES FOR THE BOARD OF DIRECTORS			9
ITEM NO. 2 - APPOINTMENT OF PRICEWATERHOUSECOOPER LLP AS THE COMPANY'S INDEPENDENT AUDITORS			15
REPORT OF THE AUDIT COMMITTEE			16
ITEM NO. 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY”)			17
EXECUTIVE OFFICERS			19
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT			24
PRINCIPAL SHAREHOLDERS OF VOTING SHARES			25
COMPENSATION DISCUSSION AND ANALYSIS			27
EXECUTIVE SUMMARY AND GUIDE TO NAVIGATING THE CD&A			27
2025 AT A GLANCE			28
SHAREHOLDER ENGAGEMENT			29
IMAX’S PAY FOR PERFORMANCE PHILOSOPHY			30
COMPENSATION GOVERNANCE			33
2025 NEO COMPENSATION			35
ADDITIONAL INFORMATION			40
COMPENSATION COMMITTEE REPORT			42
2025 SUMMARY COMPENSATION TABLE			43
2025 GRANTS OF PLAN-BASED AWARDS			45
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END			47
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025			49
2025 PENSION BENEFITS			50
PAY RATIO DISCLOSURE			51
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL			52
PAY VERSUS PERFORMANCE			58
COMPENSATION OF DIRECTORS			61
2025 EQUITY COMPENSATION PLAN INFORMATION			62
CORPORATE GOVERNANCE			63
CORPORATE RESPONSIBILITY			72
CODE OF BUSINESS CONDUCT AND ETHICS AND INSIDER TRADING POLICY			73
POLICIES AND PRACTICES FOR GRANTING OPTION AWARDS			73
DELINQUENT SECTION 16(A) REPORTS			74
REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS			74
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			75
NON-GAAP FINANCIAL MEASURES			76
AVAILABLE INFORMATION			79
APPROVAL BY BOARD OF DIRECTORS			79

(i)

Cautionary Note Regarding Forward-Looking Statements

This Proxy Circular and Proxy Statement (this “Circular”) contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 or “forward-looking information” within the meaning of Canadian securities laws. Words such as “aim,” “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “designed,” “encourage,” “estimate,” “expect,” “forthcoming,” “future,” “goal,” “intend,” “likely,” “may,” “objective,” “plan,” “potential,” “projection,” “propose,” “recommend,” “scheduled,” “seek,” “shall,” “should,” “strategy,” “will,” “wish,” “would,” or the negative thereof, and similar expressions identify forward-looking statements and forward-looking information.

These forward-looking statements and forward-looking information include, but are not limited to statements regarding: anticipated growth and trends in our businesses and markets, industry outlooks, market share, technology transitions, strategies and financial performance; our development of new products and releases, technologies and capabilities; the Company’s governance, compensation, and human capital policies and the risks and benefits thereof; and other statements that are not historical fact, and actual results could differ materially. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Risk factors that could cause actual results to differ are set forth in the “Risk Factors” section of, and elsewhere in, our annual report for the fiscal year ended December 31, 2025 on Form 10-K and other filings with the United States Securities and Exchange Commission (the “SEC”). Consequently, all of the forward-looking statements made in this Circular are qualified by these cautionary statements, and actual results or anticipated developments by the Company may not be realized, and even if substantially realized, may not have the expected consequences to, or effects on, the Company. The forward-looking statements herein are made only as of the date hereof and the Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Incorporation by Reference

References to websites, reports, awards, datasets, publications, or other materials prepared or maintained by third parties, IMAX’s website address and additional Company reports or information contained on the website throughout this Circular are for information purposes or to satisfy requirements of the New York Stock Exchange or the SEC and are intended to provide inactive, textual references only. The information prepared or maintained by third parties or on IMAX’s website, including the information contained in those reports, is not part of this Circular and is not incorporated by reference into this Circular.

(ii)

IMAX Corporation

902 Broadway, 20th Floor

New York, New York, U.S.A. 10010

GENERAL INFORMATION

This Proxy Circular and Proxy Statement (the “Circular”) is furnished in connection with the solicitation by the management of IMAX Corporation (the “Company,” “we” or “us”) of proxies to be used at our Annual General Meeting of Shareholders, which will be conducted as a virtual meeting to be held via live audio webcast online at: meetnow.global/MRWK97W on Wednesday, June 10, 2026 at 10:00 a.m. (Eastern Time) (the “Meeting”), or at any continuation, postponement or adjournment thereof.

The Notice of Annual General Meeting of Shareholders, the Circular, and the form of proxy (the “Form of Proxy”) are intended to be released on or about April 24, 2026 to holders of our common shares, no par value (the “Common Shares”).

Registered shareholders and duly appointed proxyholders who participate in the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided they are connected to the Internet and comply with all the requirements set out below under “Voting at the Meeting.” Beneficial holders who have not duly appointed themselves as proxyholders may still attend the Meeting as guests, provided they are connected to the Internet. Guests will be able to listen to the Meeting but will not be able to vote or submit questions at the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be held on June 10, 2026

Pursuant to the United States Securities and Exchange Commission (the “SEC”) rules, we have elected to provide access to our proxy materials by sending you this full set of proxy materials, including a Form of Proxy or Voting Instruction Form. You are encouraged to access and review all of the important information contained in the proxy materials before submitting a proxy or voting at the Meeting.

The definitive proxy materials will also be available on the Internet at http://www.imax.com/Proxy.

Regardless of the number of Common Shares you hold, your role as a shareholder is very important, and the Board of Directors (the “Board” or the “Board of Directors”) strongly encourages you to exercise your right to vote.

(1)

INFORMATION ON VOTING

Who Can Vote?

The Board of Directors has fixed April 13, 2026 as the record date for the Meeting. As of April 13, 2026, we had 55,015,891 Common Shares issued and outstanding. You are entitled to vote at the Meeting if you were a holder of record of Common Shares as of the close of business on April 13, 2026. You are entitled to one vote on each proposal for each Common Share you held on the record date. The holders of record of Common Shares are entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Company.

None of our shareholders has any dissenters’ or appraisal rights with respect to the matters to be voted on at the Meeting.

Difference Between a Shareholder of Record and a Beneficial Holder

If your Common Shares are registered directly in your name on a share certificate or a direct registration system statement, you are considered the shareholder of record with respect to those Common Shares. If you are a shareholder of record, you will receive a Form of Proxy for this Meeting.

If your Common Shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust, or other nominee is considered to be the shareholder of record with respect to those Common Shares. However, you are still considered the beneficial owner of those Common Shares, and your Common Shares are said to be held in “street name.” Beneficial holders generally cannot submit a proxy or vote their Common Shares directly and must instead instruct the broker, bank, trust, or other nominee on how to vote their Common Shares using the methods described below in “Voting by Beneficial Holders” on page 4.

VOTING IN ADVANCE OF THE MEETING

SHAREHOLDERS OF RECORD

The following instructions for voting before the Meeting are for shareholders of record only. If you are a beneficial holder (meaning that your Common Shares are held in “street name”), please follow your broker’s instructions on how to vote your Common Shares. See the description in “Voting by Beneficial Holders” on page 4.

Voting by Proxy

If you are a shareholder of record but do not plan to attend the Meeting, you may vote by proxy. There are three ways to vote by proxy.

Mail – You may vote by completing, dating, and signing the enclosed Form of Proxy and promptly returning it, in the pre-addressed envelope provided to you, to Computershare Investor Services Inc. (“Computershare”), for receipt no later than 10:00 a.m. (Eastern Time) on Monday, June 8, 2026, or on the second to last business day prior to any postponed or adjourned meeting.

Telephone – You may vote by telephone from within the United States or Canada by calling the toll-free number shown on the Form of Proxy no later than 10:00 a.m. (Eastern Time) Monday, June 8, 2026, or on the second to last business day prior to any postponed or adjourned meeting. Please refer to the holder account number and 15-digit control number provided on the Form of Proxy.

Internet – You may vote over the Internet by following the login and voting procedures described on the Form of Proxy. Please refer to the holder account number and 15-digit control number provided on the Form of Proxy. Detailed voting instructions will then be provided via the Internet to those who have completed the login procedure. You may vote (and revoke a previous vote) over the Internet at any time until 10:00 a.m. (Eastern Time) on Monday, June 8, 2026, or on the second to last business day prior to any postponed or adjourned meeting.

The Internet voting procedure is designed to authenticate shareholders’ identities, to allow shareholders to vote their Common Shares, and to confirm that shareholders’ votes have been recorded properly. Shareholders who submit a proxy through the Internet should be aware that they may incur costs to access the Internet, such as usage charges from Internet service providers, and that these costs must be borne by the shareholder. Also, please be aware that we are not involved in the operation of the Internet voting procedure and cannot take responsibility for any access or Internet service interruptions that may occur or any inaccuracies or erroneous or incomplete information that may appear.

(2)

If you are using a 15-digit control number to login to the Meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot on the matters put forth at the Meeting. Your previously submitted proxies will be revoked if you vote at the Meeting. If you do not wish to revoke all previously submitted proxies, do not vote at the Meeting.

What is a Proxy?

A proxy is a document that authorizes another person to attend the Meeting and cast votes on behalf of a shareholder of record at the Meeting. If you are a shareholder of record, you can use the accompanying Form of Proxy. You may also use any other legal form of proxy.

How do you Appoint a Proxyholder?

Your proxyholder is the person you appoint to cast your votes for you at the Meeting. The persons named in the enclosed Form of Proxy are directors and officers of the Company. You have the right to appoint one of the persons designated as proxyholders in the accompanying Form of Proxy. In the alternative, you have the right to appoint any other person, who need not be a shareholder of the Company, to attend and act on your behalf at the Meeting, and such right may be exercised by inserting such person’s name in the blank space provided in the enclosed Form of Proxy or by completing another proper form of proxy. The additional registration step outlined below under “Voting at the Meeting” must also be followed.

Your proxy authorizes the proxyholder to vote and otherwise act for you at the Meeting, including any continuation of the Meeting if it is adjourned.

How will a Proxyholder Vote?

If you mark on the proxy how you want to vote on a particular issue (by checking FOR, AGAINST, WITHHOLD, or ABSTAIN, as applicable for any voting item), your proxyholder must cast your votes as instructed. If you vote “WITHHOLD” on the proxy for a particular voting item, it is the equivalent to voting “ABSTAIN,” and you will be abstaining from voting, though you will be treated as present for the purposes of determining a quorum.

The person appointed as proxyholder has discretionary authority and may vote the Common Shares represented thereby as such person considers best with respect to amendments or variations to matters identified in the Notice of Annual General Meeting, and with respect to any other matter that may properly come before the Meeting. As of the date of this Circular, we are not aware of any such amendment, variation, or other matter proposed or likely to come before the Meeting. If any amendments are proposed to these matters, or if any other matters properly arise at the Meeting, your proxyholder can generally vote your Common Shares as the proxyholder sees fit.

SEC Form DEF 14A filed by Imax Corporation