8-KThe WireRed Alert
Executive Change
Filed Feb 24, 2022 · 4y ago · Accession 0001104659-22-026620
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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):
February 23, 2022
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.)
100 East Wisconsin Avenue , Suite 1900 , Milwaukee , Wisconsin 53202-4125
(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. ¨
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 24, 2022, The Marcus
Corporation (the “Company”) announced that Douglas A. Neis will retire as Executive Vice President and Chief Financial Officer
effective as of May 15, 2022 (the “Retirement Date”). Until the Retirement Date, Mr. Neis will continue to serve the Company
on a full time basis in his current officer position and will receive from the Company his normal salary and other compensation and benefits
otherwise due to him, through the Retirement Date. Following the Retirement Date, Mr. Neis has agreed to serve as an advisor to the Company.
In connection with Mr. Neis’ retirement, the Company also announced that Chad Paris will be appointed as the Chief Financial Officer
of the Company effective as of May 15, 2022.
Prior to joining The Marcus
Corporation in October 2021 as the Company’s Corporate Controller and Treasurer, Mr. Paris, 40, served as Senior Vice President
and Chief Financial Officer at Jason Group, Inc., formerly Jason Industries, Inc. (“Jason Group”), a Milwaukee-based global
manufacturing company from August 2017 to April 2021, where he led the company’s accounting and reporting, financial planning and
analysis, tax, treasury, investor relations and information technology functions. Prior to his appointment as Senior Vice President and
Chief Financial Officer, Mr. Paris served as Jason Group’s Director of External Reporting from June 2014 to June 2015, its Vice
President of Investor Relations, Financial Planning & Analysis, from June 2015 to December 2016, and Vice President Finance –
Finishing Americas from December 2016 to August 2017. Prior to joining Jason Group, Mr. Paris served as Audit Senior Manager for Deloitte
& Touche LLP, a global accounting firm and professional services network. Mr. Paris holds a master’s degree in management with
an emphasis in accounting and a bachelor’s degree in finance and real estate from the University of Wisconsin – Milwaukee.
He is also a certified public accountant in the state of Wisconsin.
In connection with Mr. Paris’s
appointment, the Compensation Committee of the Board of Directors of the Company approved: (i) an award to Mr. Paris under the Company’s
long-term incentive plan consisting of 23,000 stock options and 5,200 shares of restricted stock; (ii) effective as of the Retirement
Date, an increase of his annual base salary to $385,000; and (iii) a target annual cash bonus of approximately 40% of his base salary
for fiscal 2022.
There are no arrangements or
understandings between Mr. Paris and any other person pursuant to which Mr. Paris was selected as an officer, there are no family relationships
between Mr. Paris and any director or other officer of the Company, and there are no transactions in which the Company is a party and
in which Mr. Paris has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
A copy of the press release
announcing the Company’s CFO succession plans is filed with this Current Report on Form 8-K as Exhibit 99.1.
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
(99.1)
Press
Release of The Marcus Corporation, dated February 24, 2022, regarding the retirement of Douglas A. Neis and appointment of Chad Paris
as Chief Financial Officer.
(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: February 24, 2022
By:
/s/ Thomas F. Kissinger
Thomas F. Kissinger
Senior Executive Vice President, General Counsel and Secretary
Filing details
- Company
- MARCUS CORP
- Ticker
- MCS
- CIK
- 62234
- Form type
- 8-K
- Filing date
- Feb 24, 2022
- Report date
- Feb 23, 2022
- Document
- tm227545d1_8k.htm
- Size
- 249 KB