MCS Marcus

Filed: 11 May 21, 8:01am





Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 6, 2021



(Exact name of registrant as specified in its charter)  


Wisconsin 1-12604 39-1139844

(State or other jurisdiction of incorporation)


(Commission File Number)


(IRS Employer Identification No.)


100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125

(Address of principal executive offices, including zip code)


(414) 905-1000

(Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $1.00 par valueMCSNew York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 






Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(e) The Marcus Corporation (“Company”) held its 2021 Annual Meeting of Shareholders on May 6, 2021 (“Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved the amendment and restatement of the Company’s 2004 Equity Incentive Plan (as so amended and restated, the “Amended Plan”). The Amended Plan increases the number of shares of the Company’s Common Stock available for issuance thereunder by 2.5 million shares.


The Company cannot currently determine the benefits, if any, to be paid under the Amended Plan in the future to the officers of the Company, including the Company’s named executive officers.


The Amended Plan is described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on March 25, 2021. The description of the Amended Plan set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.


Item 5.07. Submission of Matters to a Vote of Security Holders.


As described above, the Company held the Annual Meeting on May 6, 2021. Set forth below is information regarding the results of the matters voted on by the Company’s shareholders at the Annual Meeting.


(i) Elect ten directors to serve until their successors are elected and qualified:

Director Nominee Votes For  Votes Withheld  Broker Non-Votes 
Stephen H. Marcus  91,386,826   829,397   4,287,302 
Diane Marcus Gershowitz  91,448,723   767,500   4,287,302 
Allan H. Selig  90,562,726   1,653,497   4,287,302 
Timothy E. Hoeksema  91,389,363   826,860   4,287,302 
Bruce J. Olson  91,424,002   792,221   4,287,302 
Philip L. Milstein  91,024,686   1,191,537   4,287,302 
Gregory S. Marcus  91,863,278   352,945   4,287,302 
Brian J. Stark  91,927,496   288,727   4,287,302 
Katherine M. Gehl  91,867,201   349,022   4,287,302 
David M. Baum  91,858,241   357,982   4,287,302 


(ii) Amendment & Restatement of 2004 Equity and Incentive Awards Plan:

Votes For  Votes Against  Abstentions  Broker Non-Votes 
 90,895,333   1,282,772   38,118   4,287,302 


(iii) Advisory vote to approve the compensation of the Company’s named executive officers:

Votes For  Votes Against  Abstentions  Broker Non-Votes 
 91,481,593   716,261   18,369   4,287,302 


(iv) Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2021:

Votes For  Votes Against  Abstentions 
 96,401,805   93,527   8,193 

Item 9.01. Financial Statements and Exhibits.


(a)       Not applicable.


(b)       Not applicable.


(c)       Not applicable.


(d)       Exhibits. The following exhibit is being filed herewith


(10.1)The Marcus Corporation 2004 Equity and Incentive Awards Plan. [Incorporated by reference to Attachment A to the Company’s definitive proxy statement on Schedule 14A for The Marcus Corporation Annual Meeting of Shareholders held on May 6, 2021.]
(104)Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 11, 2021By:/s/ Douglas A. Neis
  Douglas A. Neis
  Executive Vice President, Chief Financial
  Officer and Treasurer