Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2013, Mr. Michael Lynne was appointed to the Board of Directors of IMAX Corporation (the "Company").
Mr. Lynne is a Principal of Unique Features LLC, a film and television production company. Prior to the launch of Unique Features, Mr. Lynne was Co-Chairman and Co-Chief Executive Officer of New Line Cinema Corporation and was an Executive Producer of New Line's historically successful The Lord of the Rings trilogy.
Mr. Lynne is a member of the Boards of the Museum of Modern Art and Citymeals-on-Wheels and chairs the Museum Committee of Guild Hall of East Hampton. Mr. Lynne is a member of the Board of Visitors of Columbia Law School and is a long-time trustee of the Brooklyn College Foundation. He has also been a member of the Board of the publicly traded REIT, Vornado Realty Trust, since 2005 on which he serves as Chair of the Compensation Committee. Mr. Lynne also served as the Time Warner, Inc. representative on the Time Warner Cable Board from 2006 until 2008 and chaired their Compensation Committee. Mr. Lynne is a member of the New York Bar.
The Company believes that Mr. Lynne's experience as a senior executive of a number of entertainment and film production companies, as well as his extensive board experience, will bring valuable industry insight and expertise to the Board's deliberations in these areas.
Mr. Lynne qualifies as an independent director within the meaning of
Section 303A of the NYSE Listed Company Manual and is eligible to receive the independent director's compensation package that was approved by the Company's Board of Directors on June 11, 2013. Pursuant to this package, Mr. Lynne will receive $50,000 per year and on July 26, 2013, Mr. Lynne was granted 4,289 Restricted Share Units ("RSUs"), w
gharabe says "What was the motivation behind even getting new board members"
We are going to see further board changes, maybe very soon, maybe a bit later.
I start by asking your question and then go into the research to find out what +/- the new members bring to the table. Chairmen and board members are not chosen primarily because of what they do in company meetings. Their relevance is what connections and influence they have outside the boardroom.
In the past IMAX needed lots of financial leverage and support to deal with debt and the costs of several stages of technology and market change. They also needed connections into the theater business and the film business. Wechsler and Gelfond had the financial connections. There relationship with Hollywood was always spotty and they had no relevant experience or background. Greg Foster solved that problem.
As for theaters the two most crucial deals in IMAX history were with AMC and one of the main reasons those deals happened was the relationship of the IMAX CEO/Chairman to the primary debt and financial influence over AMC through Leon Black Chairman of Apollo Global. Black and Wechsler have long term personal and business working relationships. With Wanda taking over not only AMC as a company but taking over all their debt that connection is no longer relevant.
Michael Lynne has impeccable connections to Hollywood along with some baggage. At one point he and Shaye were #7 and #8 in terms of the most influential people in Hollywood. He ran all financial management at New Line including the biggest and riskiest financing deal ever put together in Hollywood with the LOTR films. He has already been Chairman of the Board of a company bigger than IMAX. I doubt he came to IMAX just to be another director on the board. SEC/NYSE rules also indicate he can not continue his "main" job with New Line if it is to have titles being DMRed by IMAX.
IMAX also does not need a bigger board. There will be further changes.
Looks well qualified although having someone on the board who is a/the principal of a company directly involved with your ongoing business is a bit shaky. Are they growing the board or is he replacing someone or is that TDB ? Anyone know ?
"Unique Features LLC" is not listed as a public company but is registered in IMDB (assuming it is the same company which is a fair bet) and was one of three production companies involved with:
The Mortal Instruments: City of Bones 2013
Constantin Film Produktion
Don Carmody Productions
Which is being DMRed for release into IMAX theaters for Aug 21 release.