FilingIndex
8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed May 12, 2025 · 1y ago · Accession 0000062234-25-000028

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM  8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 THE MARCUS CORPORATION   (Exact name of registrant as specified in its charter) Wisconsin 1-12604 39-1139844 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 111 East Kilbourn Avenue ,  Suite 1200 ,  Milwaukee ,  Wisconsin   53202 -4-4125 (Address of principal executive offices, including zip code) ( 414 )  905-1000 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $1.00 par value MCS New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective May 7, 2025, upon approval by the shareholders of The Marcus Corporation (the “Company”) at its 2025 Annual Meeting of Shareholders( (the “Annual Meeting”), The Marcus Corporation 2025 Omnibus Incentive Plan (the “Plan”) became effective. The Plan allows for the granting of equity and cash incentive awards to eligible individuals, including the issuance of up to 2,000,000 shares of the Company’s common stock (“Common Shares”) pursuant to awards under the Plan. A description of the material terms of the Plan is set forth under the heading “Proposal 2 — Approval of Marcus Corporation Omnibus Incentive Plan” in the Company’s proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 26, 2025, which description is hereby incorporated into this Item 5.02 by reference. As described under “New Plan Benefits” in the Proxy Statement, the 2,000,000 Common Shares reserved under the Plan included a total of 135,038 Common Shares reserved for settlement of awards made in February 2025 to certain employees of the Company, including named executive officers, that were subject to and contingent upon shareholder approval of the Plan. The text of the Plan is attached to this Current Report as Exhibit 10.1, and is hereby incorporated into this Item 5.02 by reference. Item 5.07 Submission of Matters to a Vote of the Security Holders. The Company held its 2025 Annual Meeting on May 7, 2025. Set forth below is information regarding the results of the matters voted on by the Company’s shareholders at the Annual Meeting. (i) Elect ten directors to serve until their successors are elected and qualified: Director Nominee Votes For Votes Withheld Broker Non-Votes Diane Marcus Gershowitz 86,377,817  821,275  2,695,727  Allan H. Selig 85,196,758  2,002,334  2,695,727  Timothy E. Hoeksema 81,162,806  6,036,286  2,695,727  Bruce J. Olson 86,066,908  1,132,184  2,695,727  Philip L. Milstein 79,573,335  7,625,757  2,695,727  Gregory S. Marcus 86,377,817  821,275  2,695,727  Brian J. Stark 86,354,811  844,281  2,695,727  Katherine M. Gehl 77,639,402  9,559,690  2,695,727  Austin M. Ramirez 87,026,709  172,383  2,695,727  Thomas F. Kissinger 86,142,324  1,056,768  2,695,727  (ii) The Approval of The Marcus Corporation 20205 Omnibus Incentive Plan Votes For Votes Against Abstentions Broker Non-Votes Percentage of Votes Cast in Favor 84,629,035 2,537,989 32,068 2,695,727  97.09  % (iii) Advisory vote to approve the compensation of the Company’s named executive officers: Votes For Votes Against Abstentions Broker Non-Votes Percentage of Votes Cast in Favor 89,915,960 1,258,740 24,392 2,695,727 98.62  % (iv) Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025: Votes For Votes Against Abstentions Percentage of Votes Cast in Favor 89,473,287 413,498 8,034 99.54  % Item 9.01. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits . The following exhibit is being furnished herewith: Exhibit Number 10.1 The Marcus Corporation 2025 Omnibus Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE MARCUS CORPORATION Date: May 12, 2024 By: /s/ Chad M. Paris Chad M. Paris Chief Financial Officer and Treasurer
Filing details
Ticker
MCS
CIK
62234
Form type
8-K
Filing date
May 12, 2025
Report date
May 7, 2025
Document
mcs-20250507.htm
Size
364 KB