0000062234FALSE00000622342025-05-072025-05-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest
event reported):		May 7, 2025
THE MARCUS CORPORATION
 
(Exact name of registrant as
specified in its charter)
Wisconsin1-1260439-1139844
(State or other
jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
111 East Kilbourn Avenue, Suite 1200, Milwaukee, Wisconsin 53202-4-4125
(Address of principal executive offices, including zip code)
(414) 905-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each 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. o


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

Effective May 7, 2025, upon approval by the shareholders of The Marcus Corporation (the “Company”) at its 2025 Annual Meeting of Shareholders( (the “Annual Meeting”), The Marcus Corporation 2025 Omnibus Incentive Plan (the “Plan”) became effective. The Plan allows for the granting of equity and cash incentive awards to eligible individuals, including the issuance of up to 2,000,000 shares of the Company’s common stock (“Common Shares”) pursuant to awards under the Plan. A description of the material terms of the Plan is set forth under the heading “Proposal 2 — Approval of Marcus Corporation Omnibus Incentive Plan” in the Company’s proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 26, 2025, which description is hereby incorporated into this Item 5.02 by reference. As described under “New Plan Benefits” in the Proxy Statement, the 2,000,000 Common Shares reserved under the Plan included a total of 135,038 Common Shares reserved for settlement of awards made in February 2025 to certain employees of the Company, including named executive officers, that were subject to and contingent upon shareholder approval of the Plan. The text of the Plan is attached to this Current Report as Exhibit 10.1, and is hereby incorporated into this Item 5.02 by reference.

Item 5.07Submission of Matters to a Vote of the Security Holders.
The Company held its 2025 Annual Meeting on May 7, 2025. Set forth below is information regarding the results of the matters voted on by the Company’s shareholders at the Annual Meeting.

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

Director NomineeVotes ForVotes WithheldBroker Non-Votes
Diane Marcus Gershowitz86,377,817 821,275 2,695,727 
Allan H. Selig85,196,758 2,002,334 2,695,727 
Timothy E. Hoeksema81,162,806 6,036,286 2,695,727 
Bruce J. Olson86,066,908 1,132,184 2,695,727 
Philip L. Milstein79,573,335 7,625,757 2,695,727 
Gregory S. Marcus86,377,817 821,275 2,695,727 
Brian J. Stark86,354,811 844,281 2,695,727 
Katherine M. Gehl77,639,402 9,559,690 2,695,727 
Austin M. Ramirez87,026,709 172,383 2,695,727 
Thomas F. Kissinger86,142,324 1,056,768 2,695,727 


(ii) The Approval of The Marcus Corporation 20205 Omnibus Incentive Plan
Votes ForVotes AgainstAbstentionsBroker Non-VotesPercentage of Votes Cast in Favor
84,629,0352,537,98932,0682,695,727 97.09 %

(iii) Advisory vote to approve the compensation of the Company’s named executive officers:
Votes ForVotes AgainstAbstentionsBroker Non-VotesPercentage of Votes Cast in Favor
89,915,9601,258,74024,3922,695,72798.62 %

(iv) Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025:


Votes ForVotes AgainstAbstentionsPercentage of Votes Cast in Favor
89,473,287413,4988,03499.54 %



Item 9.01.Financial Statements and Exhibits.
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits. The following exhibit is being furnished herewith:
Exhibit
Number
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE MARCUS CORPORATION
Date: May 12, 2024By:/s/ Chad M. Paris
Chad M. Paris
Chief Financial Officer and Treasurer