No.
)If you are a shareholder and wish to access the virtual 2021 Annual Meeting of Shareholders, please visit:
www.virtualshareholdermeeting.com/MCS2021. To participate and submit questions in writing during the virtual annual meeting, you will need the 16-digit control number included in your Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting, voting instruction form or proxy card.Interested parties are invited to listen to a live audio Webcasthard copy of the meetingproxy card, which can be obtained by logging onto the “Investor Relations” section of our website,www.marcuscorp.com. Listeners should go torequest through the website, at least 15 minutes prior to the start of the presentation to download and install any necessary audio software.
toll free number or email address noted above.
Pursuant6, 2021
| |||||
| | On Behalf of the Board of Directors | | ||
| Milwaukee, Wisconsin March | | | Thomas F. Kissinger Senior Executive Vice President, General Counsel and Secretary | |
Take I-94 East to Bluemound Rd. (Exit 297). Turn West (left) on W. Bluemound Rd. to N. Springdale Rd. Turn North (right) on N. Springdale Rd. The Majestic Cinema of Brookfield will be on the right side, just past Sam’s Club.
Take I-94 West to Barker Rd. (Exit 297). Turn North (right) on N. Barker Rd. to W. Bluemound Rd. Turn West (left) onto W. Bluemound Rd. to N. Springdale Rd. Turn North (right) on N. Springdale Rd. The Majestic Cinema of Brookfield will be on the right side, just past Sam’s Club.
Following the annual meeting on Thursday, May 4, 2017, shareholders are invited to enjoy a complimentary movie at the Majestic Cinema of Brookfield.
6, 2021
| | | Name | | | Current Principal Occupation | | | Age | | | Director Since | |
| | Stephen H. Marcus | | | Our chairman of the board. In January 2009, he retired as our chief executive officer, a position he had held since 1988. Mr. Marcus’ long-time service as our chief executive officer and chairman of the board led to our conclusion that he should serve as a director of the Company, including as our chairman of the board.(1)(2) | | | 85 | | | 1969 | | |
| | Gregory S. Marcus | | | Our chief executive officer since January 2009 and our president since January 2008. Prior thereto, he was our senior vice president — corporate development. Mr. Marcus’ experience with our Company since 1999 in various positions, including his current role as our chief executive officer, led to our conclusion that he should serve as a director of the Company.(1)(2)(3) | | | 56 | | | 2005 | | |
| | Diane Marcus Gershowitz | | | Real estate management and investments. Ms. Gershowitz’s long-standing service on our board and her expertise in real estate matters led to our conclusion that she should serve as a director of the Company.(1)(2) | | | 82 | | | 1985 | |
Name | Current Principal Occupation | Age | Director Since | |||||
Stephen H. Marcus | Our chairman of the board. In January 2009, he retired as our chief executive officer, a position he had held since 1988. Mr. Marcus’ long-time service as our chief executive officer and chairman of the board led to our conclusion that he should serve as a director of the Company, including as our chairman of the board.(1)(2) | 81 | 1969 | |||||
Gregory S. Marcus | Our chief executive officer since January 2009 and our president since January 2008. Prior thereto, he was our senior vice president — corporate development. Mr. Marcus’ experience with our Company since 1999 in various positions, including his current role as our chief executive officer, led to our conclusion that he should serve as a director of the Company.(1)(2)(3) | 52 | 2005 | |||||
Diane Marcus Gershowitz | Real estate management and investments. Ms. Gershowitz’s long-standing service on our board and her expertise in real estate matters led to our conclusion that she should serve as a director of the Company.(1)(2) | 78 | 1985 |
| | | Name | | | Current Principal Occupation | | | Age | | | Director Since | |
| | Allan H. Selig | | | Chief executive officer of Selig Leasing Co., Inc. (automobile leasing agency) and Commissioner Emeritus of Major League Baseball. Mr. Selig’s long-standing service on our board and his experience as commissioner of Major League Baseball has led to our conclusion that he should serve as a director of the Company.(4) | | | 86 | | | 1995 | | |
| | Timothy E. Hoeksema | | | Retired chairman of the board, president and chief executive officer of Midwest Air Group, Inc. (commercial airline carrier). Mr. Hoeksema’s long-standing service on our board and his experience as the chief executive officer for many years at one of the nation’s most recognized service-oriented national travel carriers and his experience in the travel industry led to our conclusion that he should serve as a director of the Company. | | | 74 | | | 1995 | | |
| | Bruce J. Olson | | | Our retired senior vice president and retired president of Marcus Theatres Corporation. Mr. Olson’s long-standing service on our board and extensive experience gained while leading our theatre division led to our conclusion that he should serve as a director of the Company. | | | 71 | | | 1996 | | |
| | Philip L. Milstein | | | Principal of Ogden CAP Properties, LLC (real estate and investments) and former co-chairman of Emigrant Savings Bank (savings bank). Mr. Milstein’s long-standing service on our board of directors and his financial expertise and experience led to our conclusion that he should serve as a director of the Company. | | | 71 | | | 1996 | | |
| | Brian J. Stark | | | Founding principal, chief executive officer and chief investment officer of Stark Investments (global alternative investment firm). Mr. Stark’s extensive executive level experience in the investment industry and financial markets led to our conclusion that he should serve as a director of the Company.(5) | | | 66 | | | 2012 | |
| | | Name | | | Current Principal Occupation | | | Age | | | Director Since | |
| | Katherine M. Gehl | | | President of Gehl Foods, Inc. from September 2011 to March 2015, and chairman of Gehl Foods, Inc. from 2007 to September 2011. Ms. Gehl’s extensive executive-level experience in the food service and hospitality industries and board of directors experience led to our conclusion that she should serve as a director of the Company. | | | 54 | | | 2015 | | |
| | David M. Baum | | | Managing Member of Baum Media Group, LLC since February 2005. Special Advisor to The Golf Channel from August 2017 to February 2020. President of Maven Marketing, LLC (d/b/a Revolution Golf) from April 2013 to July 2017 and Partner with Goldman, Sachs & Co. from 1998 to 2003. Mr. Baum’s expertise in matters relating to corporate finance, mergers and acquisitions, corporate governance, leisure travel and digital media led to our conclusion that he should serve as a director of the Company.(6) | | | 56 | | | 2016 | |
Name | Current Principal Occupation | Age | Director Since | |||||
Allan H. Selig | Chief executive officer of Selig Leasing Co., Inc. (automobile leasing agency) and Commissioner Emeritus of Major League Baseball. Mr. Selig’s long-standing service on our board and his experience as commissioner of Major League Baseball has led to our conclusion that he should serve as a director of the Company.(4) | 81 | 1995 | |||||
Timothy E. Hoeksema | Retired chairman of the board, president and/or chief executive officer of Midwest Air Group, Inc. (commercial airline carrier). Mr. Hoeksema’s long-standing service on our board and his experience as the chief executive officer for many years at one of the nation’s most recognized service-oriented national travel carriers and his experience in the travel industry led to our conclusion that he should serve as a director of the Company. | 70 | 1995 | |||||
Bruce J. Olson | Our retired senior vice president and retired president of Marcus Theatres Corporation. Mr. Olson’s long-standing service on our board and extensive experience gained while leading our theatre division led to our conclusion that he should serve as a director of the Company. | 66 | 1996 | |||||
Philip L. Milstein | Principal of Ogden CAP Properties, LLC (real estate and investments) and former co-chairman of Emigrant Savings Bank (savings bank). Mr. Milstein’s long-standing service on our board of directors and his financial expertise and experience led to our conclusion that he should serve as a director of the Company. | 67 | 1996 |
Name | Current Principal Occupation | Age | Director Since | |||||
Bronson J. Haase | Retired president of Pabst Farms Equity Ventures LLC (real estate development organization); retired president and chief executive officer of Wisconsin Gas Company (gas utility) and vice president of WICOR, Inc. (utility holding company); and former president and chief executive officer of Ameritech Wisconsin (telecommunications company). Mr. Haase’s long-standing tenure on our board, his experience in real estate development matters and his leadership of public utility and telecommunication companies led to our conclusion that he should serve as a director of the Company. | 72 | 1998 | |||||
Brian J. Stark | Founding principal, chief executive officer and chief investment officer of Stark Investments (global alternative investment firm). Mr. Stark’s extensive executive level experience in the investment industry and financial markets led to our conclusion that he should serve as a director of the Company. | 62 | 2012 | |||||
Katherine M. Gehl | President of Gehl Foods, Inc. from September 2011 to March 26, 2015, and chairman of Gehl Foods, Inc. from 2007 to September 2011. Ms. Gehl’s extensive executive experience in the food service and hospitality industries and board of directors experience led to our conclusion that she should serve as a director of the Company. | 53 | 2015 | |||||
David M. Baum | President of Maven Marketing, LLC (d/b/a Revolution Golf) since April 2013. President of Baum Media Group, LLC from February 2005 to March 2013. Partner with Goldman, Sachs & Co. from 1998 to 2003. Mr. Baum’s expertise in matters relating to corporate finance, mergers and acquisitions, corporate governance, leisure travel and digital media led to our conclusion that he should serve as a director of the Company. | 52 | 2016 |
Compensation Committee. Our board of directors also has a Compensation Committee whose principal functions are to: (1) evaluate and establish the compensation, bonuses and benefits of our officers and other key employees and of the officers and other key employees of our subsidiaries; and (2) administer our executive compensation plans, programs and arrangements. See “Compensation Discussion and Analysis.” During fiscal 2016, ourOur Compensation Committee consistedconsists of Allan H. Selig (Chairman), James D. Ericson and Philip L. Milstein. As of the date of this proxy statement, our board of directors has not yet determined who will replace Mr. Ericson on the Compensation Committee.Milstein and Brian J. Stark. Each member of our Compensation Committee is an independent, non-employee director as defined by the rules of the NYSE and the SEC. Our Compensation Committee also created a sub-committee, comprised of Messrs. Milstein and Stark, who are considered outside directors as defined by the rules of Internal Revenue Code Section 162(m), to take actions relevant to performance-based compensation intended to qualify as such under Section 162(m). The Compensation Committee met twiceonce during fiscal 2016.2020. See “Compensation Discussion and Analysis.”
2020.
Finance Committee. Our board of directors also has a Finance Committee whose principal functions are to, upon the request of Company management, provide preliminary review, advice, direction, guidance and/orand consultation with respect to potential transactions. During fiscal 2016, ourOur Finance Committee consistedconsists of David Baum (Chairman), Stephen H. Marcus, (Chairman), James D. Ericson, DianeGregory Marcus, Gershowitz, Philip L. Milstein, Brian Stark and Allan H. Selig. As of the date of this proxy statement, our board of directors has not yet determined whether it will appoint a replacement for Mr. Ericson to the Finance Committee. The Finance Committee did not meetmet twice during fiscal 2016.
Name of Individual or Group/Class of Stock | | | Sole Voting and Investment Power(1) | | | Shared Voting and Investment Power(1) | | | Total Share Ownership and Percentage of Class(1) | | | Percentage of Aggregate Voting Power(1) | | ||||||||||||
Directors and Named Executive Officers | | ||||||||||||||||||||||||
Stephen H. Marcus(2) | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 21,895 | | | | | | 6,003 | | | | | | 27,898 | | | | | | | | |
| | | | | | | | | | | | | | | | | * | | | | | | 45.5% | | |
Class B Shares | | | | | 4,576,347 | | | | | | 52,070 | | | | | | 4,628,417 | | | | | | | | |
| | | | | | | | | | | | | | | | | 59.1% | | | | | | | | |
Diane Marcus Gershowitz(2) | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 212,929(3) | | | | | | 0 | | | | | | 212,929(3) | | | | | | | | |
| | | | | | | | | | | | | | | | | * | | | | | | 26.0% | | |
Class B Shares | | | | | 2,439,613 | | | | | | 182,351 | | | | | | 2,621,964 | | | | | | | | |
| | | | | | | | | | | | | | | | | 33.5% | | | | | | | | |
Gregory S. Marcus | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 513,145(4)(5) | | | | | | 75 | | | | | | 513,220(4)(5) | | | | | | | | |
| | | | | | | | | | | | | | | | | 2.2% | | | | | | 2.7% | | |
Class B Shares | | | | | 210,230 | | | | | | 18,233 | | | | | | 228,463 | | | | | | | | |
| | | | | | | | | | | | | | | | | 2.9% | | | | | | | | |
Allan H. Selig | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 42,265(3) | | | | | | 0 | | | | | | 42,265(3) | | | | | | | | |
| | | | | | | | | | | | | | | | | * | | | | | | * | | |
Timothy E. Hoeksema | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 28,006(3) | | | | | | 15,002 | | | | | | 43,008(3) | | | | | | | | |
| | | | | | | | | | | | | | | | | * | | | | | | * | | |
Philip L. Milstein | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 56,099(3)(6) | | | | | | 0 | | | | | | 56,099(3)(6) | | | | | | | | |
| | | | | | | | | | | | | | | | | * | | | | | | * | | |
Brian J. Stark | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 24,156(3) | | | | | | 0 | | | | | | 24,156(3) | | | | | | | | |
| | | | | | | | | | | | | | | | | * | | | | | | * | | |
Bruce J. Olson | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 11,437(3) | | | | | | 8,731 | | | | | | 20,168(3) | | | | | | | | |
| | | | | | | | | | | | | | | | | * | | | | | | * | | |
Katherine M. Gehl | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 16,206(3) | | | | | | 0 | | | | | | 16,206(3) | | | | | | | | |
| | | | | | | | | | | | | | | | | * | | | | | | * | | |
David M. Baum | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 15,983(3) | | | | | | 0 | | | | | | 15,983(3) | | | | | | | | |
| | | | | | | | | | | | | | | | | * | | | | | | * | | |
Name of Individual or Group/Class of Stock | Sole Voting and Investment Power(1) | Shared Voting and Investment Power(1) | Total Share Ownership and Percentage of Class(1) | Percentage of Aggregate Voting Power(1) | |||||||||||||
Directors and Named Executive Officers | |||||||||||||||||
Stephen H. Marcus(2) | |||||||||||||||||
Common Shares | 21,895 | 6,003 | 27,898 | ||||||||||||||
* | 45.2 | % | |||||||||||||||
Class B Shares | 4,734,902 | 52,070 | 4,786,972 | ||||||||||||||
55.0 | % | ||||||||||||||||
Diane Marcus Gershowitz(2) | |||||||||||||||||
Common Shares | 9,997 | (3) | 0 | 9,997 | (3) | ||||||||||||
* | 29.4 | % | |||||||||||||||
Class B Shares | 2,872,147 | 247,104 | 3,119,251 | ||||||||||||||
35.9 | % | ||||||||||||||||
Gregory S. Marcus | |||||||||||||||||
Common Shares | 464,256 | (4)(5) | 75 | 464,331 | (4)(5) | ||||||||||||
2.4 | % | 2.6 | % | ||||||||||||||
Class B Shares | 210,230 | 18,233 | 228,463 | ||||||||||||||
2.6 | % | ||||||||||||||||
Daniel F. McKeithan, Jr. | |||||||||||||||||
Common Shares | 16,384 | (3) | 17,540 | (6) | 33,924 | (3)(6) | |||||||||||
* | * | ||||||||||||||||
Allan H. Selig | |||||||||||||||||
Common Shares | 29,649 | (3) | 0 | 29,649 | (3) | ||||||||||||
* | * | ||||||||||||||||
Timothy E. Hoeksema | |||||||||||||||||
Common Shares | 15,890 | (3) | 14,502 | 30,392 | (3) | ||||||||||||
* | * | ||||||||||||||||
Philip L. Milstein | |||||||||||||||||
Common Shares | 68,442 | (3) | 0 | 68,442 | (3) | ||||||||||||
* | * | ||||||||||||||||
Class B Shares | 0 | 62,055 | (7) | 62,055 | (7) | ||||||||||||
* | |||||||||||||||||
Bronson J. Haase | |||||||||||||||||
Common Shares | 21,353 | (3) | 6,204 | 27,557 | (3) | ||||||||||||
* | * | ||||||||||||||||
Brian J. Stark | |||||||||||||||||
Common Shares | 11,290 | (3) | 0 | 11,290 | (3) | ||||||||||||
* | * |
Name of Individual or Group/Class of Stock | | | Sole Voting and Investment Power(1) | | | Shared Voting and Investment Power(1) | | | Total Share Ownership and Percentage of Class(1) | | | Percentage of Aggregate Voting Power(1) | | ||||||||||||
Directors and Named Executive Officers | | ||||||||||||||||||||||||
Thomas F. Kissinger | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 165,332(5) | | | | | | 0 | | | | | | 165,332(5) | | | | | | | | |
| �� | | | | | | | | | | | | | | | | * | | | | | | * | | |
Douglas A. Neis | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 151,295(5) | | | | | | 60,958 | | | | | | 212,253(5) | | | | | | | | |
| | | | | | | | | | | | | | | | | * | | | | | | * | | |
Rolando B. Rodriguez | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares | | | | | 106,180(4)(5) | | | | | | 17,713 | | | | | | 123,893(4)(5) | | | | | | | | |
| | | | | | | | | | | | | | | | | * | | | | | | * | | |
All directors and executive officers as a group (13 persons) | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares(7) | | | | | 1,364,928(7) | | | | | | 108,482 | | | | | | 1,473,410(7) | | | | | | | | |
| | | | | | | | | | | | | | | | | 6.1% | | | | | | 74.4% | | |
Class B Shares | | | | | 7,226,190 | | | | | | 252,654 | | | | | | 7,478,844 | | | | | | | | |
| | | | | | | | | | | | | | | | | 95.6% | | | | | | | | |
Other Five Percent Shareholders | | ||||||||||||||||||||||||
BlackRock, Inc.(8) | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares(9) | | | | | 3,515,080 | | | | | | 0 | | | | | | 3,515,080 | | | | | | | | |
| | | | | | | | | | | | | | | | | 15.0% | | | | | | 3.5% | | |
FMR LLC(10) | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares(11) | | | | | 2,905,553 | | | | | | 0 | | | | | | 2,905,553 | | | | | | | | |
| | | | | | | | | | | | | | | | | 12.4% | | | | | | 2.9% | | |
Dimensional Fund Advisors LP(12) | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares(13) | | | | | 1,422,977 | | | | | | 0 | | | | | | 1,422,977 | | | | | | | | |
| | | | | | | | | | | | | | | | | 6.1% | | | | | | 1.4% | | |
Lazard Asset Management LLC(14) | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares(15) | | | | | 1,248,740 | | | | | | 0 | | | | | | 1,248,740 | | | | | | | | |
| | | | | | | | | | | | | | | | | 5.3% | | | | | | 1.2% | | |
The Vanguard Group(16) | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Shares(17) | | | | | 1,150,448 | | | | | | 22,696 | | | | | | 1,173,144 | | | | | | | | |
| | | | | | | | | | | | | | | | | 5.0% | | | | | | 1.2% | | |
Name of Individual or Group/Class of Stock | Sole Voting and Investment Power(1) | Shared Voting and Investment Power(1) | Total Share Ownership and Percentage of Class(1) | Percentage of Aggregate Voting Power(1) | |||||||||||||
Directors and Named Executive Officers | |||||||||||||||||
James D. Ericson | |||||||||||||||||
Common Shares | 24,664 | (3) | 0 | 24,664 | (3) | ||||||||||||
* | * | ||||||||||||||||
Bruce J. Olson | |||||||||||||||||
Common Shares | 3,583 | (3) | 24,444 | (6) | 28,027 | (3)(6) | |||||||||||
* | * | ||||||||||||||||
Katherine M. Gehl | |||||||||||||||||
Common Shares | 5,340 | (3) | 0 | 5,340 | (3) | ||||||||||||
* | * | ||||||||||||||||
David M. Baum | |||||||||||||||||
Common Shares | 2,627 | (3) | 0 | 2,627 | (3) | ||||||||||||
* | * | ||||||||||||||||
Thomas F. Kissinger | |||||||||||||||||
Common Shares | 145,558 | (4)(5) | 0 | 145,558 | (4)(5) | ||||||||||||
* | * | ||||||||||||||||
Douglas A. Neis | |||||||||||||||||
Common Shares | 168,411 | (4)(5) | 0 | 168,411 | (4)(5) | ||||||||||||
* | * | ||||||||||||||||
Rolando B. Rodriguez | |||||||||||||||||
Common Shares | 20,970 | (4)(5) | 0 | 20,970 | (4)(5) | ||||||||||||
* | * | ||||||||||||||||
All directors and executive officers as a group (16 persons) | |||||||||||||||||
Common Shares(8) | 1,030,309 | (8) | 68,768 | 1,099,077 | (8) | ||||||||||||
5.6 | % | 77.9 | % | ||||||||||||||
Class B Shares | 7,817,279 | 379,462 | 8,196,741 | ||||||||||||||
94.3 | % | ||||||||||||||||
Other Five Percent Shareholders | |||||||||||||||||
GAMCO Asset Management(9) | |||||||||||||||||
Common Shares(10) | 1,843,812 | 0 | 1,843,812 | ||||||||||||||
9.7 | % | 1.7 | % | ||||||||||||||
BlackRock, Inc.(11) | |||||||||||||||||
Common Shares(12) | 2,253,748 | 0 | 2,253,748 | ||||||||||||||
11.8 | % | 2.1 | % | ||||||||||||||
Dimensional Fund Advisors LP(13) | |||||||||||||||||
Common Shares(14) | 1,603,324 | 0 | 1,603,324 | ||||||||||||||
8.4 | % | 1.5 | % |
In October 2015, we changed our fiscal year end from the last Thursday in May to the last Thursday in December, which resulted in a 31-week transition period ended December 31, 2015, which we refer to in this proxy statement as the “Transition Period.”
compensation and benefit programs that were overwhelmingly approved by our shareholders at our 20162020 annual meeting.
rules and NYSE listing standards regarding the independence of compensation committee members and the specific factors set forth therein and concluded that Aon Hewitt’s, Mercer’s and Willis Towers Watson’s work for the Committee does not raise any conflict of interest.
Mr. Greg Marcus, as our chief executive officer and Mr. Rodriguez, as our theatre division president, have a higher percentage of their total compensation based on achieving their incentive bonus targets, because our Committee believes that they have the most potential to impact our corporate financial performance. Our Committee believes that this emphasis and allocation most effectively links pay-for-performance.
fiscal 2020.
approximately $19.5$36.8 million. The targeted fiscal 20162020 incentive bonus awards for Messrs. Stephen Marcus and Greg Marcus were based approximately 65 – 75%70-80% on achieving our fiscal 20162020 consolidated API target of $42.9$75.6 million and approximately 25 – 35%20-30% on achieving their applicable individual performance measures. The targeted fiscal 20162020 incentive bonus amounts for Messrs. Neis and Kissinger were based approximately 55%60% on achieving our fiscal 20162020 consolidated API target and approximately 45%40% on achieving their applicable individual performance measures. We established these API and ADI targets for fiscal 20162020 based on a consistent methodology that encourages growth over an average of prior years’ performance for both our company and our theatre division. We established these targets with the belief that the level of achievability of the targets would likely be consistent with the relative level of achievement of our historical financial targets. Since the implementation of our incentive plan, we have achieved between 25% – 153%-218% of the applicable bonus based upon our consolidated financial targets and 0% – 330%-379% of the applicable bonus based upon our division financial targets. Individual performance measures for fiscal 20162020 included such officer’s individual contributions and achievements during fiscal 2016,2020, particularly as such contributions and
2020.
Theas a result, the Compensation Committee has determined that the methodology used in previous years to establish financial targets will not apply. As such, the Compensation Committee did not establish targeted fiscal 2017 incentive bonus award for Mr. Rodriguez is based approximately 80% on achieving the fiscal 2017 ADI target of the theatre division and approximately 20% on achieving his individual performance measures. The targeted fiscal 2017 incentivecash bonus awards for fiscal 2021 for Messrs. Stephen Marcus, and Greg Marcus, is based approximately 70 – 80% on achieving our fiscal 2017 consolidated API targetNeis, Kissinger and approximately 20-30% on achieving their applicable individual performance measures.Rodriguez. The targeted fiscal 2017 incentive bonus amounts for Messrs. Neis and Kissinger are based approximately 60% on achieving our fiscal 2017 consolidated API target and approximately 40% on achieving their applicable individual performance measures. As was the case for fiscal 2016, we established these API and ADI targets for fiscal 2017 based on a consistent methodology that encourages growth over an average of prior years’ performance for both our company and our theatre division. Similarly, we established these targets with the belief that the level of achievability of the targets would likely be consistent with the relative level of achievement of our historical financial targets.
Based on the foregoing considerations, our Committee granted the following fiscal 20162020 long-term incentive awards to our named executive officers (other than to our chairman) based on benchmarking data provided to it by Willis Towers Watson, as well as the recommendations of our chief executive officer (other than with respect to himself).
Name | | | Total Dollar Value of Long-Term Incentive Award (100%) | | | Dollar Value/ Shares(1) of Option Component (36 – 44%) | | | Dollar Value/ Shares(2) of Restricted Stock Component (19 – 25%) | | | Dollar Value of Performance Cash Component Target Award (37 – 39%) | | |||||||||
Mr. G. Marcus | | | | $ | 2,755,010 | | | | | $ | 1,200,700 / 201,000 | | | | $534,310 / 17,000 | | | | $ | 1,020,000 | | |
Mr. D. Neis | | | | $ | 811,133 | | | | | $ | 343,800 / 56,400 | | | | $160,293 / 5,100 | | | | $ | 307,000 | | |
Mr. T. Kissinger | | | | $ | 865,165 | | | | | $ | 362,300 / 59,000 | | | | $172,865 / 5,500 | | | | $ | 330,000 | | |
Mr. R. Rodriguez | | | | $ | 1,234,700 | | | | | $ | 440,400 / 70,000 | | | | $314,300 / 10,000 | | | | $ | 480,000 | | |
Name | Total Dollar Value of Long-Term Incentive Award (100%) | Dollar Value/ Shares(1) of Option Component (26 – 30%) | Dollar Value/ Shares(2) of Restricted Stock Component (16 – 20%) | Dollar Value of Performance Cash Component Target Award (54%) | ||||||||||||
Mr. G. Marcus | $ | 739,368 | $ | 223,440 / 28,500 | $ | 116,928 / 6,300 | $ | 399,000 | ||||||||
Mr. D. Neis | $ | 288,888 | $ | 87,416 / 11,150 | $ | 45,472 / 2,450 | $ | 156,000 | ||||||||
Mr. T. Kissinger | $ | 318,544 | $ | 96,432 / 12,300 | $ | 50,112 / 2,700 | $ | 172,000 | ||||||||
Mr. R. Rodriguez | $ | 371,312 | $ | 98,000 / 12,500 | $ | 73,312 / 3,950 | $ | 200,000 |
Name | | | Total Dollar Value of Long-Term Incentive Award (100%) | | | Dollar Value/ Shares(1) of Option Component (34 – 41%) | | | Dollar Value/ Shares(2) of Restricted Stock Component (26 – 35%) | | | Dollar Value of Performance Cash Component Target Award (31 – 33%) | | ||||||
Mr. G. Marcus | | | | $ | 3,276,292 | | | | $1,320,826 / 137,300 | | | $905,466 / 45,800 | | | | $ | 1,050,000 | | |
Mr. D. Neis | | | | $ | 1,061,558 | | | | $ 434,824 / 45,200 | | | $280,734 / 14,200 | | | | $ | 346,000 | | |
Mr. T. Kissinger | | | | $ | 1,103,721 | | | | $ 453,102 / 47,100 | | | $290,619 / 14,700 | | | | $ | 360,000 | | |
Mr. R. Rodriguez | | | | $ | 1,595,044 | | | | $ 543,530 / 56,500 | | | $557,514 / 28,200 | | | | $ | 494,000 | | |
Name | Total Dollar Value of Long-Term Incentive Award (100%) | Dollar Value/ Shares(1) of Option Component (36 – 41%) | Dollar Value/ Shares(2) of Restricted Stock Component (18 – 24%) | Dollar Value of Performance Cash Component Target Award (40 – 41%) | ||||||||||||
Mr. G. Marcus | $ | 1,303,600 | $ | 536,000 / 40,000 | $ | 237,600 / 8,000 | $ | 530,000 | ||||||||
Mr. D. Neis | $ | 550,990 | $ | 221,100 / 16,500 | $ | 109,890 / 3,700 | $ | 220,000 | ||||||||
Mr. T. Kissinger | $ | 566,660 | $ | 227,800 / 17,000 | $ | 112,860 / 3,800 | $ | 226,000 | ||||||||
Mr. R. Rodriguez | $ | 741,200 | $ | 268,000 / 20,000 | $ | 178,200 / 6,000 | $ | 295,000 |
Options granted in fiscal 2018, fiscal 2019, fiscal 2020 and fiscal 2021 generally vest and become exercisable with respect to 50% of the shares after two years from the grant date, 75% after three years and 100% after four years, and expire ten years after the grant date.
engaged in any type of so-called stock option “back dating” practices or other similar grant date manipulations of stock options, and we will never do so in the future. While our chief executive officer recommends the recipients of our equity-based awards and the relative level of such awards, we do not delegate grant authority to him or any other members of our management.
Our Retirement Income and Supplemental Retirement Plan, or our “Supplemental Plan,” is available to eligible employees with annual compensation in excess of a specified level ($120,000130,000 for calendar years 20162020 and 2017)2021), including each of our named executive officers. The Supplemental Plan includes two components. The first component applies to certain participants (called “RIP Participants”) and provides nonqualified pension benefits consistent with those that the Supplemental Plan has historically provided. The second component applies to all other participants (called “SRP Participants”) and provides an account-based supplemental retirement benefit. All benefits payable under the Supplemental Plan are paid out of our general corporate assets as they become due after retirement or other termination.
| | | | | | Estimated Annual Pension Plan Benefits for Representative Years of Service | | |||||||||||||||||||||
Final Five-Year Average Compensation | | | | | | 15 | | | 20 | | | 25 | | | 30 | | ||||||||||||
$100,000 | | | | $ | 25,000 | | | | | $ | 33,300 | | | | | $ | 41,667 | | | | | $ | 50,000 | | | |||
200,000 | | | | | 50,000 | | | | | | 66,600 | | | | | | 83,334 | | | | | | 100,000 | | | |||
350,000 | | | | | 87,500 | | | | | | 116,550 | | | | | | 145,834 | | | | | | 175,000 | | | |||
500,000 | | | | | 125,000 | | | | | | 166,500 | | | | | | 208,335 | | | | | | 250,000 | | | |||
650,000 | | | | | 162,500 | | | | | | 216,450 | | | | | | 270,835 | | | | | | 325,000 | | | |||
800,000 | | | | | 200,000 | | | | | | 266,400 | | | | | | 333,333 | | | | | | 400,000 | | | |||
950,000 | | | | | 237,500 | | | | | | 316,350 | | | | | | 395,836 | | | | | | 475,000 | | |
Estimated Annual Pension Plan Benefits for Representative Years of Service | ||||||||||||||||
Final Five-Year Average Compensation | 15 | 20 | 25 | 30 | ||||||||||||
$100,000 | $ | 25,000 | $ | 33,300 | $ | 41,667 | $ | 50,000 | ||||||||
200,000 | 50,000 | 66,600 | 83,334 | 100,000 | ||||||||||||
350,000 | 87,500 | 116,550 | 145,834 | 175,000 | ||||||||||||
500,000 | 125,000 | 166,500 | 208,335 | 250,000 | ||||||||||||
650,000 | 162,500 | 216,450 | 270,835 | 325,000 | ||||||||||||
800,000 | 200,000 | 266,400 | 333,333 | 400,000 | ||||||||||||
950,000 | 237,500 | 316,350 | 395,836 | 475,000 |
The Supplemental Plan provides annual benefits to RIP Participants (calculated on a straight life annuity basis assuming the benefits commence at age 65) based on a formula that takes into account the employee’s average total compensation for the five highest compensation years within the employee’s last ten compensation years and the employee’s years of service (up to a maximum of 30). In calculating employee compensation for purposes of determining contributions to the Supplemental Plan for RIP Participants, we use a participating employee’s total cash compensation (which, for the named executive officers, is comprised of the salary and bonus amounts listed in the “Summary Compensation Table” below), excluding long-term performance cash amounts. In addition to a reduction equal to 50% of Social Security benefits, the Supplemental Plan reduces its benefits for RIP Participants by the benefits attributable to the employer contributions received by the participating employee under our other employee benefit plans, such as the 401k Retirement Savings Plan and our former qualified pension plans.
The SRP Participants in the Supplemental Plan as of December 31, 2008 had their nonqualified supplemental pension benefits converted into an account balance benefit. The opening account balance for each of these individuals equaled the present value of his or her vested accrued supplemental pension benefit calculated under the Supplemental Plan as if such participant terminated employment on December 31, 2008. Each new SRP Participant in the Supplemental Plan will have an account balance benefit with an opening balance of zero.
| Points | | | Group One Percentage of Compensation | | | Group Two Percentage of Compensation | | ||||||
| <60 | | | | | 2.0% | | | | | | 1.00% | | |
| 60 – 69 | | | | | 2.5% | | | | | | 1.25% | | |
| 70 – 79 | | | | | 3.0% | | | | | | 1.50% | | |
| 80+ | | | | | 3.5% | | | | | | 1.75% | | |
Points | Group One Percentage of Compensation | Group Two Percentage of Compensation | ||
<60 | 4% | 2.0% | ||
60 – 69 | 5% | 2.5% | ||
70 – 79 | 6% | 3.0% | ||
80+ | 7% | 3.5% |
Each other SRP Participant receives an allocation equal to 0.5% of his or her compensation, without regard to points. For 2017, in conjunction with the previously described increases in the 401k Retirement Savings Plan matching contribution, the percentage of compensation allocation for Group One and Group Two Participants was cut in half, and the 0.5% of compensation allocation for all other SRP Participants was eliminated. All accounts are credited quarterly with simple interest at the reference rate declared by Chase Bank N.A.
benefits that we provide to our employees generally and are fully insured under one or more individual insurance policies that we issue to each participant in the Executive Long Term Disability Plan. We are the named fiduciary for benefit claims under our Executive Long Term Disability Plan, and we have the right to determine all claims and appeals relating to the benefits that we provide under our Executive Long Term Disability Plan.
and Anti-Hedging Policy
In addition to Section 162(m) deductibility considerations, our Compensation Committee carefully considers the accounting and financial reporting expenses associated with our grants of equity-based awards. We also consider the relative level of potential dilution to our shareholders resulting from such grants. As a result, we attempt to maintain an annual equity-based grant burn rate level of approximately 1%1-2% of our fully-diluted outstanding Common Shares.
2020.
Name and Current Principal Position | | | Fiscal Year | | | Salary | | | Bonus | | | Restricted Stock Awards(1) | | | Option Awards(2) | | | Non-Equity Incentive Plan Compensation(3) | | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) | | | All Other Compensation(5)(6) | | | Total | | |||||||||||||||||||||||||||
Stephen H. Marcus Chairman of the Board | | | | | 2020 | | | | | $ | 425,923 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 50,079 | | | | | $ | 324,175 | | | | | $ | 800,177 | | |
| | | 2019 | | | | | | 564,423 | | | | | | — | | | | | | — | | | | | | — | | | | | | 140,083 | | | | | | 147,981 | | | | | | 311,945 | | | | | | 1,164,432 | | | ||
| | | 2018 | | | | | | 508,269 | | | | | | — | | | | | | — | | | | | | — | | | | | | 193,788 | | | | | | 1,151 | | | | | | 311,945 | | | | | | 1,015,153 | | | ||
Gregory S. Marcus President and CEO | | | | | 2020 | | | | | $ | 465,769 | | | | | $ | — | | | | | $ | 534,310 | | | | | $ | 1,200,700 | | | | | $ | 469,900 | | | | | $ | 1,917,912 | | | | | $ | 19,419 | | | | | $ | 4,608,010 | | |
| | | 2019 | | | | | | 834,135 | | | | | | 100,000 | | | | | | 472,468 | | | | | | 954,720 | | | | | | 753,608 | | | | | | 2,185,347 | | | | | | 41,779 | | | | | | 5,342,057 | | | ||
| | | 2018 | | | | | | 745,577 | | | | | | — | | | | | | 443,700 | | | | | | 653,250 | | | | | | 987,378 | | | | | | 64,095 | | | | | | 36,386 | | | | | | 2,930,386 | | | ||
Douglas A. Neis Executive Vice President, CFO and Treasurer | | | | | 2020 | | | | | $ | 443,539 | | | | | $ | — | | | | | $ | 160,293 | | | | | $ | 343,840 | | | | | $ | 187,960 | | | | | $ | 446,000 | | | | | $ | 24,589 | | | | | $ | 1,606,221 | | |
| | | 2019 | | | | | | 459,712 | | | | | | 40,000 | | | | | | 146,628 | | | | | | 297,840 | | | | | | 246,135 | | | | | | 637,000 | | | | | | 32,958 | | | | | | 1,860,273 | | | ||
| | | 2018 | | | | | | 424,677 | | | | | | — | | | | | | 137,025 | | | | | | 204,685 | | | | | | 299,214 | | | | | | — | | | | | | 32,076 | | | | | | 1,097,677 | | | ||
Thomas F. Kissinger Senior Executive Vice President, General Counsel and Secretary | | | | | 2020 | | | | | $ | 462,154 | | | | | $ | — | | | | | $ | 172,865 | | | | | $ | 362,300 | | | | | $ | 202,280 | | | | | $ | 497,452 | | | | | $ | 24,396 | | | | | $ | 1,727,447 | | |
| | | 2019 | | | | | | 481,615 | | | | | | 40,000 | | | | | | 158,847 | | | | | | 318,240 | | | | | | 257,745 | | | | | | 677,113 | | | | | | 32,898 | | | | | | 1,966,458 | | | ||
| | | 2018 | | | | | | 455,592 | | | | | | — | | | | | | 143,550 | | | | | | 212,524 | | | | | | 303,768 | | | | | | 201,330 | | | | | | 36,621 | | | | | | 1,353,385 | | | ||
Rolando B. Rodriguez Executive Vice President, Chairman, President and CEO of Marcus Theatres Corporation | | | | | 2020 | | | | | $ | 557,077 | | | | | $ | — | | | | | $ | 314,300 | | | | | $ | 440,400 | | | | | $ | 237,490 | | | | | $ | 432,580 | | | | | $ | 29,611 | | | | | $ | 2,011,458 | | |
| | | 2019 | | | | | | 591,961 | | | | | | 60,000 | | | | | | 285,110 | | | | | | 401,200 | | | | | | 198,202 | | | | | | 465,444 | | | | | | 43,603 | | | | | | 2,045,520 | | | ||
| | | 2018 | | | | | | 544,969 | | | | | | — | | | | | | 287,100 | | | | | | 296,140 | | | | | | 648,980 | | | | | | 182,919 | | | | | | 42,116 | | | | | | 2,002,224 | | |
Name and Current Principal Position | Fiscal Year | Salary | Bonus | Restricted Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) | All Other Compensation(5)(6) | Total | |||||||||||||||||||||||||||
Stephen H. Marcus Chairman of the Board | 2016 | $ | 458,861 | $ | — | $ | — | $ | — | $ | 232,579 | $ | (58,017 | ) | $ | 300,127 | $ | 933,550 | ||||||||||||||||||
TP | 257,077 | — | — | — | 116,201 | (175,839 | ) | 219,219 | 416,658 | |||||||||||||||||||||||||||
2015 | 418,385 | — | — | — | 142,010 | 40,000 | 372,201 | 972,596 | ||||||||||||||||||||||||||||
2014 | 398,846 | — | — | — | 134,552 | 142,000 | 364,649 | 1,040,047 | ||||||||||||||||||||||||||||
Gregory S. Marcus President and CEO | 2016 | $ | 676,112 | $ | — | $ | 116,928 | $ | 223,440 | $ | 1,069,122 | $ | 445,306 | $ | 22,062 | $ | 2,552,970 | |||||||||||||||||||
TP | 380,269 | — | 185,721 | 385,434 | 416,961 | 202,203 | 10,460 | 1,581,048 | ||||||||||||||||||||||||||||
2015 | 622,173 | — | 78,206 | 386,595 | 493,370 | 375,000 | 20,698 | 1,976,042 | ||||||||||||||||||||||||||||
2014 | 587,692 | — | 59,202 | 310,500 | 617,494 | 424,000 | 20,188 | 2,019,076 | ||||||||||||||||||||||||||||
Douglas A. Neis CFO and Treasurer | 2016 | $ | 398,231 | $ | 20,000 | $ | 45,472 | $ | 87,416 | $ | 295,613 | $ | 162,000 | $ | 14,998 | $ | 1,023,730 | |||||||||||||||||||
TP | 223,308 | — | 73,889 | 152,076 | 108,477 | 119,000 | 7,474 | 684,224 | ||||||||||||||||||||||||||||
2015 | 368,384 | 30,000 | 65,654 | 128,084 | 137,935 | 157,000 | 17,414 | 904,471 | ||||||||||||||||||||||||||||
2014 | 349,231 | 20,000 | 21,879 | 113,400 | 186,150 | 319,000 | 16,609 | 1,026,269 | ||||||||||||||||||||||||||||
Thomas F. Kissinger Senior Executive Vice President, General Counsel and Secretary | 2016 | $ | 439,054 | $ | 20,000 | $ | 50,112 | $ | 96,432 | $ | 306,568 | $ | 176,147 | $ | 15,118 | $ | 1,103,431 | |||||||||||||||||||
TP | 246,385 | — | 81,877 | 168,682 | 112,054 | 240,618 | 7,452 | 857,068 | ||||||||||||||||||||||||||||
2015 | 408,385 | 50,000 | 71,447 | 139,799 | 143,935 | 176,000 | 17,039 | 1,006,605 | ||||||||||||||||||||||||||||
2014 | 388,269 | 135,000 | 23,166 | 122,850 | 192,150 | 212,000 | 16,021 | 1,089,456 | ||||||||||||||||||||||||||||
Rolando B. Rodriguez Executive Vice President, Chairman, President and CEO of Marcus Theatres Corporation | 2016 | $ | 510,288 | $ | 40,000 | $ | 73,312 | $ | 98,000 | $ | 757,453 | $ | 109,711 | $ | 23,044 | $ | 1,611,808 | |||||||||||||||||||
TP | 286,346 | — | 117,823 | 174,800 | 291,458 | 130,142 | 11,808 | 1,012,377 | ||||||||||||||||||||||||||||
2015 | 472,981 | — | 101,378 | 140,580 | 409,535 | 78,000 | 15,922 | 1,218,396 | ||||||||||||||||||||||||||||
2014 | 379,039 | — | 195,600 | 54,000 | 206,917 | — | 561 | 836,117 |
| | | Grant Date(1) | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: No. of Shares of Stock or Units | | | All Other Option Awards: No. of Securities Underlying Options | | | Exercise or Base Price of Option Awards | | | Grant Date Fair Value of Stock and Option Awards(3) | | |||||||||||||||||||||||||||||||||||||||||||||
Name | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | ||||||||||||||||||||||||||||||||||||||||||||||||
Mr. S. Marcus | | | | | N/A | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | 0 | | | | | $ | 210,778 | | | | | $ | 543,590 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Mr. G. Marcus | | | | | 02/19/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,000 | | | | | | — | | | | | | — | | | | | $ | 534,310 | | |
| | | 02/25/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 121,000 | | | | | $ | 28.88 | | | | | | 859,100 | | | ||
| | | 05/08/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 80,000 | | | | | $ | 12.71 | | | | | | 341,600 | | | ||
| | | | | | | | | 0 | | | | | | 1,756,422 | | | | | | 3,597,800 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Mr. Neis | | | | | 02/19/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,100 | | | | | | — | | | | | | — | | | | | | 160,293 | | |
| | | 02/25/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,400 | | | | | $ | 28.88 | | | | | | 258,440 | | | ||
| | | 05/08/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | $ | 12.71 | | | | | | 85,400 | | | ||
| | | | | | | | | 0 | | | | | | 503,804 | | | | | | 931,873 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Mr. Kissinger | | | | | 02/19/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,500 | | | | | | — | | | | | | — | | | | | | 172,865 | | |
| | | 02/25/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 39,000 | | | | | $ | 28.88 | | | | | | 276,900 | | | ||
| | | 05/08/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | $ | 12.71 | | | | | | 85,400 | | | ||
| | | | | | | | | 0 | | | | | | 529,804 | | | | | | 969,373 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Mr. Rodriguez | | | | | 02/19/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,000 | | | | | | — | | | | | | — | | | | | | 314,300 | | |
| | | 02/25/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | $ | 28.88 | | | | | | 355,000 | | | ||
| | | 05/08/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | $ | 12.71 | | | | | | 85,400 | | | ||
| | | | | | | | | 0 | | | | | | 790,719 | | | | | | 1,714,301 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name | Grant Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: No. of Shares of Stock or Units | All Other Option Awards: No. of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(3) | |||||||||||||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||||||||||||||||||||||||||
Mr. S. Marcus | N/A | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
0 | $ | 131,714 | $ | 320,285 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Mr. G. Marcus | 02/15/16 | — | — | — | — | — | — | 6,300 | — | — | $ | 116,928 | ||||||||||||||||||||||||||||||||
03/01/16 | — | — | — | — | — | — | — | 28,500 | $ | 18.68 | 223,440 | |||||||||||||||||||||||||||||||||
0 | 843,631 | 1,797,414 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Mr. Neis | 02/15/16 | — | — | — | — | — | — | 2,450 | — | — | 45,472 | |||||||||||||||||||||||||||||||||
03/01/16 | — | — | — | — | — | — | — | 11,150 | $ | 18.68 | 87,416 | |||||||||||||||||||||||||||||||||
0 | 286,714 | 520,285 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Mr. Kissinger | 02/15/16 | — | — | — | — | — | — | 2,700 | — | — | 50,112 | |||||||||||||||||||||||||||||||||
03/01/16 | — | — | — | — | — | — | — | 12,300 | $ | 18.68 | 96,432 | |||||||||||||||||||||||||||||||||
0 | 308,864 | 550,435 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Mr. Rodriguez | 02/15/16 | — | — | — | — | — | — | 3,950 | — | — | 73,312 | |||||||||||||||||||||||||||||||||
03/01/16 | — | — | — | — | — | — | — | 12,500 | $ | 18.68 | 98,000 | |||||||||||||||||||||||||||||||||
0 | 397,283 | 818,556 | — | — | — | — | — | — | — |
| | | Option Awards | | | Restricted Stock Awards | | | |||||||||||||||||||||||||||||||||||||||||||||||
Name | | | No. of Common Shares Underlying Unexercised Options (#Exercisable) | | | No. of Common Shares Underlying Unexercised Options (#Unexercisable) | | | Equity Incentive Plan Awards: No. of Common Shares Underlying Unexercised Unearned Options | | | Option Exercise Price | | | Option Expiration Date | | | No. of Common Shares That Have Not Vested | | | Market Value of Common Shares That Have Not Vested(1) | | | Equity Incentive Plan Awards: No. of Unearned Common Shares That Have Not Vested | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested | | |||||||||||||||||||||||||||
Mr. S. Marcus | | | | | N/A | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mr. G. Marcus | | | | | 60,000 | | | | | | — | | | | | | — | | | | | | 10.00 | | | | | | 07/26/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 52,000 | | | | | | — | | | | | | — | | | | | | 13.12 | | | | | | 07/31/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 57,500 | | | | | | — | | | | | | — | | | | | | 13.04 | | | | | | 07/30/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 49,500 | | | | | | — | | | | | | — | | | | | | 18.34 | | | | | | 07/29/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 44,100 | | | | | | — | | | | | | — | | | | | | 20.26 | | | | | | 07/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 22,800 | | | | | | 5,700(2) | | | | | | — | | | | | | 18.68 | | | | | | 03/01/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 24,000 | | | | | | 16,000(3) | | | | | | — | | | | | | 31.20 | | | | | | 02/28/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 37,500 | | | | | | 37,500(4) | | | | | | — | | | | | | 27.00 | | | | | | 02/27/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 70,200(5) | | | | | | — | | | | | | 41.90 | | | | | | 02/26/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 121,000(6) | | | | | | — | | | | | | 28.88 | | | | | | 02/25/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 80,000(7) | | | | | | — | | | | | | 12.71 | | | | | | 05/08/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,875(8) | | | | | $ | 25,275 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 788(9) | | | | | | 10,622 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 788(9) | | | | | | 10,622 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,150(10) | | | | | | 42,462 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,000(11) | | | | | | 53,920 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,500(12) | | | | | | 114,580 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,600(13) | | | | | | 156,368 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,000(14) | | | | | | 229,160 | | | | | | — | | | | | | — | | |
Option Awards | Restricted Stock Awards | |||||||||||||||||||||||||||||||||||
Name | No. of Common Shares Underlying Unexercised Options (#Exercisable) | No. of Common Shares Underlying Unexercised Options (#Unexercisable) | Equity Incentive Plan Awards: No. of Common Shares Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | No. of Common Shares That Have Not Vested | Market Value of Common Shares That Have Not Vested(1) | Equity Incentive Plan Awards: No. of Unearned Common Shares That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested | |||||||||||||||||||||||||||
Mr. S. Marcus | N/A | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Mr. G. Marcus | 15,000 | — | — | $ | 20.40 | 08/02/2017 | — | — | — | — | ||||||||||||||||||||||||||
100,000 | — | — | 15.59 | 07/29/2018 | — | — | — | — | ||||||||||||||||||||||||||||
55,000 | — | — | 13.34 | 07/28/2019 | — | — | — | — | ||||||||||||||||||||||||||||
60,000 | — | — | 11.89 | 07/27/2020 | — | — | — | — | ||||||||||||||||||||||||||||
60,000 | — | — | 10.00 | 07/26/2021 | — | — | — | — | ||||||||||||||||||||||||||||
41,600 | 10,400 | (2) | — | 13.12 | 07/31/2022 | — | — | — | — | |||||||||||||||||||||||||||
34,500 | 23,000 | (3) | — | 13.04 | 07/30/2023 | — | — | — | — | |||||||||||||||||||||||||||
19,800 | 29,700 | (4) | — | 18.34 | 07/29/2024 | — | — | — | — | |||||||||||||||||||||||||||
— | 44,100 | (5) | — | 20.26 | 07/28/2025 | — | — | — | — | |||||||||||||||||||||||||||
— | 28,500 | (6) | — | 18.68 | 03/01/2026 | — | — | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 1,875 | (7) | $ | 59,156 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 788 | (8) | 24,861 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 788 | (8) | 24,861 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 2,225 | (9) | 70,199 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 2,300 | (10) | 72,565 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 4,050 | (11) | 127,778 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 9,300 | (12) | 293,415 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 6,300 | (13) | 198,765 | — | — | |||||||||||||||||||||||||||
Mr. Neis | 9,969 | — | — | 20.40 | 08/02/2017 | — | — | — | — | |||||||||||||||||||||||||||
13,512 | — | — | 15.59 | 07/29/2018 | — | — | — | — | ||||||||||||||||||||||||||||
13,179 | — | — | 13.34 | 07/28/2019 | — | — | — | — | ||||||||||||||||||||||||||||
22,500 | — | — | 11.89 | 07/27/2020 | — | — | — | — | ||||||||||||||||||||||||||||
22,500 | — | — | 10.00 | 07/26/2021 | — | — | — | — | ||||||||||||||||||||||||||||
15,600 | 3,900 | (14) | — | 13.12 | 07/31/2022 | — | — | — | — | |||||||||||||||||||||||||||
12,600 | 8,400 | (15) | — | 13.04 | 07/30/2023 | — | — | — | — | |||||||||||||||||||||||||||
6,560 | 9,840 | (16) | — | 18.34 | 07/29/2024 | — | — | — | — | |||||||||||||||||||||||||||
— | 17,400 | (17) | — | 20.26 | 07/28/2025 | — | — | — | — | |||||||||||||||||||||||||||
— | 11,150 | (18) | — | 18.68 | 03/01/2026 | — | — | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 1,250 | (19) | 39,438 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 313 | (20) | 9,875 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 313 | (20) | 9,875 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 825 | (21) | 26,029 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 850 | (22) | 26,818 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 3,400 | (23) | 107,270 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 3,700 | (24) | 116,735 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 2,450 | (25) | 77,298 | — | — |
| | | Option Awards | | | Restricted Stock Awards | | | |||||||||||||||||||||||||||||||||||||||||||||||
Name | | | No. of Common Shares Underlying Unexercised Options (#Exercisable) | | | No. of Common Shares Underlying Unexercised Options (#Unexercisable) | | | Equity Incentive Plan Awards: No. of Common Shares Underlying Unexercised Unearned Options | | | Option Exercise Price | | | Option Expiration Date | | | No. of Common Shares That Have Not Vested | | | Market Value of Common Shares That Have Not Vested(1) | | | Equity Incentive Plan Awards: No. of Unearned Common Shares That Have Not Vested | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested | | |||||||||||||||||||||||||||
Mr. Neis | | | | | 13,500 | | | | | | — | | | | | | — | | | | | | 10.00 | | | | | | 07/26/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 19,500 | | | | | | — | | | | | | — | | | | | | 13.12 | | | | | | 07/31/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 21,000 | | | | | | — | | | | | | — | | | | | | 13.04 | | | | | | 07/30/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 16,400 | | | | | | — | | | | | | — | | | | | | 18.34 | | | | | | 07/29/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 17,400 | | | | | | — | | | | | | — | | | | | | 20.26 | | | | | | 07/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 8,920 | | | | | | 2,230(15) | | | | | | — | | | | | | 18.68 | | | | | | 03/01/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 9,900 | | | | | | 6,600(16) | | | | | | — | | | | | | 31.20 | | | | | | 02/28/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 11,750 | | | | | | 11,750(17) | | | | | | — | | | | | | 27.00 | | | | | | 02/27/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 21,900(18) | | | | | | — | | | | | | 41.90 | | | | | | 02/26/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 36,400(19) | | | | | | — | | | | | | 28.88 | | | | | | 02/25/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 20,000(20) | | | | | | — | | | | | | 12.71 | | | | | | 05/08/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,250(21) | | | | | | 16,850 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 314(22) | | | | | | 4,233 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 314(22) | | | | | | 4,233 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,225(23) | | | | | | 16,513 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,850(24) | | | | | | 24,938 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,625(25) | | | | | | 35,385 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,600(26) | | | | | | 48,528 | | | | | | | | | | | | | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,100(27) | | | | | | 68,748 | | | | | | | | | | | | | | | ||
Mr. Kissinger | | | | | 15,683 | | | | | | — | | | | | | — | | | | | | 18.34 | | | | | | 07/29/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 19,300 | | | | | | — | | | | | | — | | | | | | 20.26 | | | | | | 07/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 9,840 | | | | | | 2,460(28) | | | | | | — | | | | | | 18.68 | | | | | | 03/01/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 10,200 | | | | | | 6,800(29) | | | | | | — | | | | | | 31.20 | | | | | | 02/28/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 12,200 | | | | | | 12,200(30) | | | | | | — | | | | | | 27.00 | | | | | | 02/27/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 23,400(31) | | | | | | — | | | | | | 41.90 | | | | | | 02/26/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | — | | | | | | 39,000(32) | | | | | | — | | | | | | 28.88 | | | | | | 02/25/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 20,000(33) | | | | | | — | | | | | | 12.71 | | | | | | 05/08/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,250(21) | | | | | | 16,850 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 464(34) | | | | | | 6,255 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 464(34) | | | | | | 6,255 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,350(35) | | | | | | 18,198 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,900(36) | | | | | | 25,612 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,750(37) | | | | | | 37,070 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,900(38) | | | | | | 52,572 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,500(39) | | | | | | 74,140 | | | | | | | | | | | | | | |
| | | Option Awards | | | Restricted Stock Awards | | | |||||||||||||||||||||||||||||||||||||||||||||||
Name | | | No. of Common Shares Underlying Unexercised Options (#Exercisable) | | | No. of Common Shares Underlying Unexercised Options (#Unexercisable) | | | Equity Incentive Plan Awards: No. of Common Shares Underlying Unexercised Unearned Options | | | Option Exercise Price | | | Option Expiration Date | | | No. of Common Shares That Have Not Vested | | | Market Value of Common Shares That Have Not Vested(1) | | | Equity Incentive Plan Awards: No. of Unearned Common Shares That Have Not Vested | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested | | |||||||||||||||||||||||||||
Mr. Rodriguez | | | | | 3,170 | | | | | | — | | | | | | — | | | | | | 18.34 | | | | | | 07/29/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 17,546 | | | | | | — | | | | | | — | | | | | | 20.26 | | | | | | 07/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 10,000 | | | | | | 2,500(40) | | | | | | — | | | | | | 18.68 | | | | | | 03/01/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 12,000 | | | | | | 8,000(41) | | | | | | — | | | | | | 31.20 | | | | | | 02/28/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 17,000 | | | | | | 17,000(42) | | | | | | — | | | | | | 27.00 | | | | | | 02/27/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 29,500(43) | | | | | | — | | | | | | 41.90 | | | | | | 02/26/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 50,000(44) | | | | | | — | | | | | | 28.88 | | | | | | 02/25/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 20,000(45) | | | | | | — | | | | | | 12.71 | | | | | | 05/08/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,975(46) | | | | | | 26,623 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,000(47) | | | | | | 40,440 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,500(48) | | | | | | 74,140 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,000(49) | | | | | | 94,360 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,000(50) | | | | | | 134,800 | | | | | | | | | | | | | | |
Option Awards | Restricted Stock Awards | |||||||||||||||||||||||||||||||||||
Name | No. of Common Shares Underlying Unexercised Options (#Exercisable) | No. of Common Shares Underlying Unexercised Options (#Unexercisable) | Equity Incentive Plan Awards: No. of Common Shares Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | No. of Common Shares That Have Not Vested | Market Value of Common Shares That Have Not Vested(1) | Equity Incentive Plan Awards: No. of Unearned Common Shares That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested | |||||||||||||||||||||||||||
Mr. Kissinger | 9,969 | — | — | 20.40 | 08/02/2017 | — | — | — | — | |||||||||||||||||||||||||||
13,512 | — | — | 15.59 | 07/29/2018 | — | — | — | — | ||||||||||||||||||||||||||||
13,179 | — | — | 13.34 | 07/28/2019 | — | — | — | — | ||||||||||||||||||||||||||||
14,077 | — | — | 11.89 | 07/27/2020 | — | — | — | — | ||||||||||||||||||||||||||||
5,351 | — | — | 10.00 | 07/26/2021 | — | — | — | — | ||||||||||||||||||||||||||||
17,600 | 4,400 | (26) | — | 13.12 | 07/31/2022 | — | — | — | — | |||||||||||||||||||||||||||
13,650 | 9,100 | (27) | — | 13.04 | 07/30/2023 | — | — | — | — | |||||||||||||||||||||||||||
7,160 | 10,740 | (28) | — | 18.34 | 07/29/2024 | — | — | — | — | |||||||||||||||||||||||||||
— | 19,300 | (29) | — | 20.26 | 07/28/2025 | — | — | — | — | |||||||||||||||||||||||||||
— | 12,300 | (30) | — | 18.68 | 03/01/2026 | — | — | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 1,250 | (19) | 39,438 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 463 | (31) | 14,608 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 463 | (31) | 14,608 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 825 | (21) | 26,029 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 900 | (32) | 28,395 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 3,700 | (33) | 116,735 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 4,100 | (34) | 129,355 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 2,700 | (35) | 85,185 | — | — | |||||||||||||||||||||||||||
Mr. Rodriguez | — | 4,000 | (36) | — | 13.04 | 07/30/2023 | — | — | — | — | ||||||||||||||||||||||||||
7,200 | 10,800 | (37) | — | 18.34 | 07/29/2024 | — | — | — | — | |||||||||||||||||||||||||||
— | 20,000 | (38) | — | 20.26 | 07/28/2025 | — | — | — | — | |||||||||||||||||||||||||||
— | 12,500 | (39) | — | 18.68 | 03/01/2026 | — | — | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 7,500 | (40) | 236,625 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 5,250 | (41) | 165,638 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 5,900 | (42) | 186,145 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | 3,950 | (43) | 124,623 | — | — |
Name | | | Number of Shares Acquired on Option Exercise | | | Value Realized on Option Exercise(1) | | | Number of Shares Acquired on Vesting of Restricted Shares | | | Value Realized on Vesting of Restricted Shares(2) | | ||||||||||||
Mr. S. Marcus | | | | | N/A | | | | | | — | | | | | | N/A | | | | | | — | | |
Mr. G. Marcus | | | | | 5,000 | | | | | $ | 10,600 | | | | | | 17,150 | | | | | $ | 470,640 | | |
Mr. Neis | | | | | 14,077 | | | | | | 31,955 | | | | | | 6,325 | | | | | | 171,274 | | |
Mr. Kissinger | | | | | — | | | | | | — | | | | | | 6,700 | | | | | | 179,891 | | |
Mr. Rodriguez | | | | | — | | | | | | — | | | | | | 11,450 | | | | | | 316,849 | | |
Name | Number of Shares Acquired on Option Exercise | Value Realized on Option Exercise(1) | Number of Shares Acquired on Vesting of Restricted Shares | Value Realized on Vesting of Restricted Shares(2) | ||||||||||||
Mr. S. Marcus | N/A | — | N/A | — | ||||||||||||
Mr. G. Marcus | 15,000 | $ | 33,600 | 4,925 | $ | 107,594 | ||||||||||
Mr. Neis | 33,340 | 180,346 | 1,800 | 39,321 | ||||||||||||
Mr. Kissinger | 41,591 | 327,348 | 1,900 | 41,504 | ||||||||||||
Mr. Rodriguez | 6,000 | 64,320 | 7,500 | 166,125 |
Name | | | Plan Name | | | Number of Years Credited Service | | | Present Value of Accumulated Benefits | | | Payments During Last Fiscal Year | | |||||||||
Mr. S. Marcus | | | Supplemental Plan | | | | | 30(1) | | | | | $ | 3,369,000 | | | | | $ | 311,670 | | |
Mr. G. Marcus | | | Supplemental Plan | | | | | 28 | | | | | | 8,147,000 | | | | | | — | | |
Mr. Neis | | | Supplemental Plan | | | | | 30(2) | | | | | | 3,403,000 | | | | | | — | | |
Mr. Kissinger | | | Supplemental Plan | | | | | 27 | | | | | | 3,220,000 | | | | | | — | | |
Mr. Rodriguez | | | Supplemental Plan | | | | | 7 | | | | | | 1,637,000 | | | | | | — | | |
Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefits | Payments During Last Fiscal Year | ||||||||||||
Mr. S. Marcus | Supplemental Plan | 30 | (1) | $ | 3,421,000 | $ | 300,127 | |||||||||
Mr. G. Marcus | Supplemental Plan | 24 | 2,778,000 | — | ||||||||||||
Mr. Neis | Supplemental Plan | 30 | 1,830,000 | — | ||||||||||||
Mr. Kissinger | Supplemental Plan | 22 | 1,479,000 | — | ||||||||||||
Mr. Rodriguez | Supplemental Plan | 2 | 316,000 | — |
Name | | | Executive Contributions in Fiscal 2020(1) | | | Company Contributions in Fiscal 2020 | | | Aggregate Earnings in Fiscal 2020(2) | | | Aggregate Withdrawals/ Distributions in Fiscal 2020 | | | Aggregate Balance at December 31, 2020(3) | | |||||||||||||||
Mr. S. Marcus | | | | $ | — | | | | | $ | — | | | | | $ | 122 | | | | | $ | 42,360 | | | | | $ | — | | |
Mr. G. Marcus | | | | | — | | | | | | — | | | | | | 17,173 | | | | | | — | | | | | | 476,099 | | |
Mr. Neis | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mr. Kissinger | | | | | 153,191 | | | | | | — | | | | | | 41,215 | | | | | | 156,871 | | | | | | 1,215,010 | | |
Mr. Rodriguez | | | | | — | | | | | | — | | | | | | 22,314 | | | | | | — | | | | | | 618,621 | | |
Name | Executive Contributions in Fiscal 2016(1) | Company Contributions in Fiscal 2016 | Aggregate Earnings in Fiscal 2016(2) | Aggregate Withdrawals/ Distributions in Fiscal 2016 | Aggregate Balance at December 29, 2016(3) | |||||||||||||||
Mr. S. Marcus | $ | — | $ | — | $ | 6,015 | $ | 49,219 | $ | 174,923 | ||||||||||
Mr. G. Marcus | 33,806 | — | 11,011 | — | 339,269 | |||||||||||||||
Mr. Neis | — | — | — | — | — | |||||||||||||||
Mr. Kissinger | 48,296 | — | 31,103 | — | 934,531 | |||||||||||||||
Mr. Rodriguez | 76,543 | — | 10,011 | — | 331,602 |
Name | | | Fees Earned or Paid in Cash | | | Stock Awards(1) | | | Restricted Stock Awards | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | | | All Other Compensation(2) | | | Total | | ||||||||||||||||||||||||
Diane Marcus Gershowitz | | | | $ | 5,500 | | | | | $ | 9,006 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 158,261 | | | | | $ | 172,767 | | |
Allan H. Selig | | | | | 7,500 | | | | | | 9,006 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,061 | | | | | | 17,567 | | |
Timothy E. Hoeksema | | | | | 7,250 | | | | | | 9,006 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,061 | | | | | | 17,317 | | |
Philip L. Milstein | | | | | 9,250 | | | | | | 9,006 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,061 | | | | | | 19,317 | | |
Brian J. Stark | | | | | 9,750 | | | | | | 9,006 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,061 | | | | | | 19,817 | | |
Bruce J. Olson | | | | | 5,500 | | | | | | 9,006 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,061 | | | | | | 15,567 | | |
Katherine M. Gehl | | | | | 9,250 | | | | | | 9,006 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,061 | | | | | | 19,317 | | |
David M. Baum | | | | | 9,250 | | | | | | 9,006 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 985 | | | | | | 19,241 | | |
Name | Fees Earned or Paid in Cash | Stock Awards(1) | Restricted Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation(4) | Total | ||||||||||||||||||||||||
Diane Marcus Gershowitz | $ | 22,750 | $ | 8,507 | $ | 47,325 | $ | 9,718 | — | — | $ | 103,312 | $ | 191,612 | ||||||||||||||||||
Daniel F. McKeithan, Jr. | 34,250 | 8,507 | 47,325 | 9,718 | — | — | 2,212 | 102,012 | ||||||||||||||||||||||||
Allan H. Selig | 25,750 | 8,507 | 47,325 | 9,718 | — | — | 2,212 | 93,512 | ||||||||||||||||||||||||
Timothy E. Hoeksema | 25,250 | 8,507 | 47,325 | 9,718 | — | — | 2,212 | 93,012 | ||||||||||||||||||||||||
Philip L. Milstein | 37,250 | 8,507 | 47,325 | 9,718 | — | — | 2,212 | 105,012 | ||||||||||||||||||||||||
Bronson J. Haase | 23,708 | 8,507 | 47,325 | 9,718 | — | — | 2,212 | 91,470 | ||||||||||||||||||||||||
James D. Ericson | 25,250 | 8,507 | 47,325 | 9,718 | — | — | 2,212 | 93,012 | ||||||||||||||||||||||||
Brian J. Stark | 34,250 | 8,507 | 47,325 | 9,718 | — | — | 2,212 | 102,012 | ||||||||||||||||||||||||
Bruce J. Olson | 19,550 | 8,507 | 47,325 | 9,718 | — | — | 1,453 | 86,553 | ||||||||||||||||||||||||
Katherine M. Gehl | 31,250 | 8,507 | 47,325 | 9,718 | — | — | 1,172 | 97,972 | ||||||||||||||||||||||||
David M. Baum | 23,000 | 11,996 | 67,630 | 9,718 | — | — | 492 | 112,836 |
_____________
Pursuant to our
As indicated by the preceding discussion, executive compensationTHE MARCUS
We have designed our executive compensation program to attract, motivate and retain people with the skills required to achieve our performance goals in a competitive business environment, and to enhance our overall financial performance. Our compensation programs are based on the principle of pay for performance. Our intention is for our executive compensation programs are designed to reflect the level of our executive officers’ individual contributions and our corporate performance, while striking an appropriate balance between short-term and longer-term corporate performance. We evaluate performance over several periods of time, and while the specific elements of executive compensation vary from time to time, our executive compensation programs focus on the principle of pay for performance, both in program design and in the specific awards.
In addition, we and the Compensation Committee of our board of directors consider the following principles when designing and implementing compensation programs for our executive officers:
Our executive compensation programs are designed to foster
“RESOLVED,Board believes that the shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis section, compensation tables, and accompanying narratives contained in this proxy statement.”
The compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis section and compensation tables and narratives contained in this proxy statement will be approved if the votes cast in favor of the proposal exceed those cast against the proposal. Abstentions and broker non-votes will not affect the voting results for this proposal.
As this is an advisory vote, the results of the vote will not be binding on our board of directors, although our Compensation Committee will consider the outcome of the vote when evaluating the effectiveness of ourPlan facilitates executive compensation programs that are structured in keeping with these ideas and which promote (1) continuity of management and increased incentive and personal interest in the welfare of our Compensation Committee will reviewcompany by those key employees who are primarily responsible for shaping and considercarrying out our long-range plans and securing our continued growth and financial success and (2) the outcomeachievement of our long-term growth and financial success by attracting and retaining non-employee directors of outstanding competence and by better aligning the personal financial interests of non-employee directors to those of our shareholders. Our Board also believes that the ability to grant incentive compensation is critical to the continuing achievement of the vote when making future compensation decisions for our named executive officers. We believe our company benefits from constructive dialogue with our shareholders on these important matters, and while we continue to reach out to our shareholders on these and other issues, we also encourage our shareholders to contact us if they would like to communicate their views on our executive compensation programs. Shareholders who wish to communicate with our non-management directors concerning our executive compensation programs should referobjectives outlined above to the section above entitled “Contacting the Board.”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, BY ADVISORY VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND ACCOMPANYING COMPENSATION TABLES AND NARRATIVES IN THIS PROXY STATEMENT. COMMON SHARES OR CLASS B SHARES REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND ACCOMPANYING COMPENSATION TABLES AND NARRATIVES IN THIS PROXY STATEMENT.
Section 14A of the Securities Exchange Act of 1934 requires that we provide shareholders with a vote on how frequently we will submit the advisory vote on the compensationsuccess of our named executive officers to our shareholders. Accordingly, we are asking our shareholders whether the advisory vote on the compensation of our named executive officers should occur every year, every two years or every three years.
Our Board recommends that shareholders vote for the submission of the advisory vote on the compensation of our named executive officers to our shareholders every year (an annual vote) because we believe that an annual vote promotes best governance practices and facilitates our Compensation Committee’s and our senior management’s consideration of the views of our shareholders in structuring our compensation programs for our named executive officers. We believe that an annual vote provides our Compensation Committee and our senior management with more direct input on, and reactions to, our current compensation practices, and better allows our Compensation Committee and our senior management to measure how they have responded to the prior year’s vote.
company.
The frequency of the advisory vote on the compensation of our named executive officers receiving the greatest number of votes cast in favor of such frequency, whether every year, every two years or every three years, will be the frequency of the advisory vote on the compensation of our named executive officers that shareholders are deemed to have approved. Abstentions and broker non-votes do not constitute a vote for any particular frequency.
Although the outcome of this advisory vote is non-binding, our Board will review and consider the outcome of this vote when making determinations as to when the advisory vote on the compensation of our named executive officers will again be submitted to shareholders for approval at an annual meeting of shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BE SUBMITTED TO SHAREHOLDERS EVERY YEAR. COMMON SHARES OR CLASS B SHARES REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR THE SUBMISSION OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS TO OUR SHAREHOLDERS EVERY YEAR.
The Audit Committee has selected Deloitte & Touche LLP as the Company’s independent auditors for fiscal 2017. Although not required to be submitted to a shareholder vote, our board of directors believes it appropriate to obtain shareholder ratification of the Audit Committee’s action in appointing Deloitte & Touche LLP as the Company’s independent registered public accounting firm. Should such appointment not be ratified by our shareholders, the Audit Committee will reconsider the matter. The Audit Committee expects that the full board of directors will ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm at their first meeting after the Annual Meeting.
THE BOARD RECOMMENDS THE RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2017 AND URGES EACH SHAREHOLDER TO VOTE “FOR” SUCH RATIFICATION. COMMON SHARES OR CLASS B SHARES REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL 2017.
Our Board has proposed approval of the material terms of the performance goals under our amended and restated 2004 Equity Incentive Plan (the “Plan”) to enable us to grant fully tax-deductible performance-based awards under the Plan. The Plan was previously approved by our shareholders in 2011, and we are not currently seeking shareholder approval for any amendments to, or additional shares under, the Plan. We are asking shareholders only to approve the material terms of the performance goals under the Plan.
Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”), imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s chief executive officer or any of the company’s three most highly compensated executive officers (other than the chief financial officer) who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “performance-based” compensation. One of the requirements for compensation to qualify as performance-based under Section 162(m) is that the material terms of the performance goals, including the list of permissible business criteria for performance objectives under the plan, be disclosed to and approved by shareholders every five years. Therefore, we are seeking shareholder approval of the material termsamendment and restatement of the performance goals atPlan to
Shareholder approvalnumber of the material terms of performance goalsCommon Shares available for issuance under the Plan is only oneby 2.5 million shares;
the Plan will be treated as qualified performance-based compensation under Section 162(m). In addition, nothing in this proposal precludes us from granting awards that do not meet the requirements for tax-deductible compensation under Section 162(m).
For purposes of Section 162(m), the material terms of the performance goals include: (a) the employees eligible to receive compensation; (b) the description of the business criteria on which the performance goals may be based;proposed amendment and (c) the maximum amount, or the formula used to calculate the maximum amount, of compensation that can be paid to an employee under the performance goals. Each of these aspects is discussed below, and shareholder approval of this Proposal 5 constitutes approval of each of these aspects for purposes of the Section 162(m) shareholder approval requirements. The followingrestatement. This summary is qualified in its entirety by reference to the complete text ofPlan as amended and restated and is to be interpreted solely in accordance with the Plan as amended and restated, a copy of which is attached hereto as Annex A.
Eligibility. Any of our and our affiliates’ key employees and our non-employee directors are eligibleAttachment A to receive discretionary awards under the Plan. All non-employee directors receive automatic grants of options under the Plan, unless our Committee determines otherwise. There are currently approximately 456 eligible participants in the Plan, of whom 445 are key employees and eleven are non-employee directors.
Performance Goals. Stock options and stock appreciation rights granted under the Plan are designed to be exempt from the $1 million deduction limit imposed by Section 162(m) due to the Plan’s requirement that they have an exercise price per share no lower than the fair market value of a share on the date of grant. The Plan also provides for performance-based awards that may be granted in the form of cash or ordinary shares (including share options). The administrator of the Plan will determine the terms and conditions of such awards, and may condition them on the achievement of performance goals.
For purposes of the Plan, performance goals mean any goals our Committee establishes that relate to one or more of the following with respect our company or any one or more of our affiliates or other business units:
As to each performance goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles to the extent applicable, but, unless otherwise determined by our Committee, will exclude the effects of the following: (1) charges for reorganizing and restructuring; (2) discontinued operations; (3) asset write-downs; (4) gains or losses on the disposition of a business; (5) changes in tax or accounting principles, regulations or laws; (6) mergers, acquisitions or dispositions; (7) impacts on interest expense, preferred dividends and share dilution as a result of debt and capital transactions; and (8) extraordinary, unusual and/or non-recurring items of income, expense, gain or loss, that, in case of each of the foregoing, we identify in our publicly filed periodic or current reports, our audited
financial statements or the Management’s Discussion and Analysis section of our annual report. To the extent consistent with Section 162(m), our Committee may also provide for other adjustments to performance goals in the agreement evidencing any award at the time the award is granted. In addition, our Committee may appropriately adjust any evaluation of performance under a performance goal to exclude any of the following events that occurs during a performance period: (1) litigation, claims, judgments or settlements; (2) the effects of changes in other laws or regulations affecting reported results; and (3) accruals of any amounts for payment under the Plan or any other compensation arrangements maintained by us; provided that, with respect to any award intended to qualify as performance-based compensation under Section 162(m) of the Code, such adjustment may be made only to the extent consistent with Section 162(m) of the Code. With respect to performance share awards that will or may be considered “performance-based compensation” under Section 162(m) of the Code, our Committee may in its discretion reduce or eliminate compensation or other economic benefit due upon attainment of a performance goal if the exercise of such negative discretion does not result in an increase in the amount payable to another participant under the Plan.
In addition, in the case of awards that our Committee determines at the date of grant will not be considered “performance-based compensation” under Section 162(m) of the Code, our Committee may establish other performance goals and provide for other exclusions or adjustments not listed in the Plan.
Limitations and Maximum Awards under the Plan. To qualify as performance-based compensation under Section 162(m), we are required to establish limits on the number of awards that we may grant to a particular participant. The award limits in the Plan were established in order to provide us with maximum flexibility, and are not necessarily indicative of the size of award that we expect to make to any particular participant. The award limits in the Plan provide that no participant may be granted awards that could result in such participant:
Each of these limitations is subject to adjustment as described below.
The following is a summary of the material provisions of the Plan other than the material terms of the performance goals, which are summarized above. A copy of the Plan is attached hereto as Annex A and is incorporated by reference herein. The following summary and the summary above are qualified in their entirety by reference to the full and complete text of the Plan. Any inconsistencies between the summaries and the text of the Plan will be governed by the text of the Plan.
The Plan was initially approved by our shareholders in 2004 and our shareholders approved an amendment and restatement of the Plan in 2011. On February 25, 2021, the Board of Directors approved the amendment and restatement of the Plan, subject to the approval of the shareholders at the 2021 Annual Meeting of Shareholders, to effect the changes described above, including increasing the total number of Common Shares available for issuance under the Plan by 2.5 million shares.
of
directors.
WeExcept for the awards to non-employee directors, we cannot currently determine the number or types of awards that may be granted to particular eligible participants under the Plan. Such determinations will be made from time to time by our Committee, subject to the limitations in the Plan.
February 25, 2021.
combination at such time or times, or in such installments or otherwise, as our Committee may deem appropriate. Except as otherwise determined by our Committee, upon termination of a key employee’s employment or a non-employee director’s service for any reason during the applicable restriction period, all shares of restricted stock or restricted stock units still subject to restriction arewill be forfeited by the key employee
In general, if a key employee holds the Common Shares acquired pursuant to the exercise of an ISO for at least two years from the date of grant and one year from the date of exercise, the key employee will recognize no income or gain as a result of the exercise (except that the alternative minimum tax may apply). Any gain or loss realized by the key employee on the disposition of the Common Shares will be treated as a long-term capital gain or loss. No deduction will be allowed to us. If either of these holding period requirements is not met, then the key employee will recognize ordinary income at the time of the disposition equal to the lesser of: (1) the gain realized on the disposition or (2) the excess of the fair market value of the Common Shares on the date of exercise over the exercise price. We will be entitled to a deduction in the same amount and at the same time as ordinary income is recognized by the key employee. Any additional gain realized by the key employee over the fair market value at the time of exercise will be treated as a capital gain. This capital gain will be a long-term or short-term capital gain depending on the length of time the Common Shares had been held.
Name and Position | | | Stock Options | |
Stephen H. Marcus Chairman of the Board | | | — | |
Gregory S. Marcus President and CEO | | | 217,300 | |
Douglas A. Neis Executive Vice President, CFO and Treasurer | | | 65,200 | |
Thomas F. Kissinger Senior Executive Vice President, General Counsel and Secretary | | | 67,100 | |
Rolando B. Rodriguez Executive Vice President, Chairman, President and CEO of Marcus Theatres Corporation | | | 76,500 | |
Executive Group | | | 426,100 | |
Non-Executive Director Group | | | — | |
Non-Executive Officer Employee Group | | | 337,600 | |
| Number of securities to be issued upon the exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | |
| 2,234,000 | | | $24.87 | | | 216,000 | |
Number of securities to be issued upon the exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | ||
1,563,000 | $15.94 | 1,352,000 |
transaction is on terms at least as favorable as could be obtained from a non-affiliated third party. Any related person transaction must be disclosed to our Audit Committee and to our full board of directors.
Our theatre and hotels and resorts divisions purchase food and beverage products from Gehl Foods. During fiscal 2016, we purchased an aggregate of approximately $365,000 of products from Gehl Foods. Katherine M. Gehl, a director of our company, is a director of Gehl Foods.
Our directors and executive officers are required to report their ownership of Common Shares and Class B Shares and any changes in that ownership to the SEC and the NYSE. Based upon our review of copies of the reports filed with the SEC and the representations of the persons involved, we believe that all of our directors and executive officers have complied with the requirements for fiscal 2016, except that, as a result of an administrative oversight relating to the change in our fiscal year: (i) Form 4s in respect of awards of restricted stock granted to directors on December 31, 2015 due on January 5, 2016 were filed late on January 8, 2016; and (ii) Form 4s in respect of awards of common stock granted to directors on May 4, 2016 due on May 6, 2016 were filed late on May 26, 2016. In addition, a Form 4 relating to a transaction by Mr. Selig on May 12, 2016 due May 16, 2016 was filed late on May 17, 2016. In making the above statements, we have relied upon the representations of the persons involved and on copies of their reports filed with the SEC.
| | | 2020 | | | 2019 | | ||||||
Audit Fees(1) | | | | $ | 894,000 | | | | | $ | 844,000 | | |
Audit-Related Fees(2) | | | | | 110,000 | | | | | | 124,000 | | |
Tax Fees(3) | | | | | — | | | | | | — | | |
All Other Fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 1,004,000 | | | | | $ | 968,000 | | |
2016 | Transition Period | 2015 | ||||||||||
Audit Fees | $ | 600,000 | $ | 575,000 | $ | 410,000 | ||||||
Audit-Related Fees(1) | — | — | — | |||||||||
Tax Fees(2) | — | — | — | |||||||||
All Other Fees | — | — | — | |||||||||
Total Fees | $ | 600,000 | $ | 575,000 | $ | 410,000 |
We have paid the cost of soliciting proxies. We expect to solicit proxies primarily by mail. Proxies may also be solicited personally and by telephone by certain of our officers and employees. We will reimburse brokers and other holders of record for their expenses in communicating with the persons for whom they hold Common Shares or Class B Shares. We do not intend to specially engage anyone to solicit proxies or to pay special compensation for that purpose, but we reserve the right to do so should we conclude that such efforts are needed.
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| | On Behalf of the Board of Directors | | ||
| | | | Thomas F. Kissinger Senior Executive Vice President, General Counsel and Secretary | |
(g) “Director” shall mean any individual who is a member of the Board of Directors of the Company.
(bb) “Shares” shall mean shares of common stock of the Company, $1 par value, and such other securities or property as may become subject to the Plan and Awards pursuant to an adjustment made under Section 4(b) of the Plan.
16b-3.
Plan or any Award to the maximum extent that the laws of the State of Wisconsin and the Company’s bylaws permit.
the circumstances set forth in this Section 4(b) only to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Section 162(m) of the Code to lose its status as such.
(c)Participant Limitations. Subject to adjustment as provided in Section 4(b), no Participant may be granted Awards that could result in such Participant:
(i) receiving Options for, and/or Stock Appreciation Rights with respect to, more than 300,000 Shares during any fiscal year of the Company;
(ii) receiving Awards of Restricted Stock and/or Restricted Stock Units relating to more than 300,000 Shares during any fiscal year of the Company;
(iii) receiving, with respect to any Awards of Performance Shares with Performance Periods beginning in the same fiscal year of the Company of an aggregate of more than 300,000 Shares;
(iv) receiving, with respect to an Annual Incentive Award in respect of any single fiscal year of the Company, a cash payment (or grant of Shares or Restricted Stock of equivalent Fair Market Value) of more than $15,000,000; or
(v) receiving, with respect to any Long-Term Incentive Award(s) with performance periods beginning in the same fiscal year of the Company, a cash payment (or grant of Shares or Restricted Stock of equivalent Fair Market Value) of more than an aggregate of $15,000,000.
In all cases, to the extent Section 162(m) of the Code is applicable, determinations under this Section 5(c) should be made in a manner that is consistent with the exemption for performance-based compensation provided by Section 162(m) of the Code.
(ii)Automatic Non-Qualified Stock Option Awards to Non-Employee Directors.
restrictions imposed under the Plan may be evidenced by the Company’s transfer agent removing applicable stop-transfer or other restrictions.
connection with Performance Shares shall, pending the expiration, lapse, or waiver of the applicable restrictions, be evidenced in the manner as set forth in Section 6(c)(iii) hereof.
(iii)Awards May Be Granted Separately or Together. Awards may be granted either alone or in addition to, in tandem with, or in substitution for, any other Award or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to, or in tandem with, other Awards, or in addition to, or in tandem with, awards granted under any other plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
entitled to exercise Non-Qualified Stock Options granted pursuant to Section 6(a)(ii) in whole or in part at any time and from time beginning
affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award.
compensation under such Award, then the Participant will be deemed to have terminated employment or service upon the Participant’s “separation from service” within the meaning of Section 409A of the Code, and payment will be delayed for six months if the Participant is a “specified employee” within the meaning of Section 409A of the Code.
Code to the extent necessary to avoid the imposition of an additional tax under Section 409A.
with all applicable laws, rules and regulations or the requirements of any national securities exchanges. Notwithstanding any provision of this Plan or any document pertaining to Awards granted hereunder to the contrary, this Plan shall be so construed, interpreted and administered to meet the applicable requirements of Section 409A of the Code to avoid a plan failure described in Section 409A(a)(1) of the Code.