8-KThe WireRoutine
Shareholder Vote
Filed May 8, 2017 · 9y ago · Accession 0001144204-17-025323
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):
May 4, 2017
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))
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 5.07 . Submission of Matters to a Vote of Security Holders .
The Marcus Corporation
(the “Company”) held its 2017 Annual Meeting of Shareholders on May 4, 2017 (the “Annual Meeting”). Set
forth below is information regarding the results of the matters voted on by the Company’s shareholders at the Annual Meeting.
(i) Elect
eleven directors to serve until their successors are elected and qualified:
Director Nominee
Votes For
Votes Withheld
Broker Non-Votes
Stephen H. Marcus
101,367,177.225
1,113,500.604
1,152,149.000
Gregory S. Marcus
101,836,096.467
644,581.362
1,152,149.000
Diane Marcus Gershowitz
101,265,994.467
1,214,683.362
1,152,149.000
Allan H. Selig
99,714,448.339
2,766,229.490
1,152,149.000
Timothy E. Hoeksema
101,380,884.568
1,099,793.261
1,152,149.000
Bruce J. Olson
101,266,924.994
1,213,752.835
1,152,149.000
Philip L. Milstein
101,315,074.128
1,165,603.701
1,152,149.000
Bronson J. Haase
101,315,074.128
1,165,603.701
1,152,149.000
Brian J. Stark
101,899,171.655
581,506.174
1,152,149.000
Katherine M. Gehl
101,706,665.128
774,012.701
1,152,149.000
David M. Baum
101,977,657.655
503,020.174
1,152,149.000
(ii) Advisory
vote to approve the compensation of the Company’s named executive officers:
Votes For
Votes Against
Abstentions
Broker Non-Votes
101,737,662.450
708,145.354
34,870.025
1,152,149.000
(iii) Advisory
vote to determine the frequency of the advisory vote on the compensation of the Company’s named executive officers:
One Year
Two Years
Three Years
Abstentions
Broker Non-Votes
98,477,057.912
17,695.820
3,972,862.469
13,061.628
1,152,149.000
In light of the voting results
with respect to this proposal, the Company has decided that it will hold an advisory vote on the compensation of its named executive
officers every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.
(iv) Ratify
the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year
2017:
Votes For
Votes Against
Abstentions
103,558,674.079
68,823.157
5,329.593
(v) Approve
the material terms of the performance goals under the Company’s amended and restated 2004 Equity Incentive Plan:
Votes For
Votes Against
Abstentions
Broker Non-Votes
102,000,179.802
468,573.680
11,924.347
1,152,149.000
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 8, 2017
By:
/s/ Douglas A. Neis
Douglas A. Neis
Chief Financial Officer and Treasurer
Filing details
- Company
- MARCUS CORP
- Ticker
- MCS
- CIK
- 62234
- Form type
- 8-K
- Filing date
- May 8, 2017
- Report date
- May 4, 2017
- Document
- v466268_8-k.htm
- Size
- 28 KB