0000062234FALSE00000622342022-03-032022-03-03

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 10, 2022
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.)
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. o


Item 1.01.Entry into Material Definitive Agreement.
On May 10, 2022, the Compensation Committee (the “Committee”) of the Board of Directors (“Board”) of The Marcus Corporation (the “Company”) approved and adopted an amended and restated non-employee director compensation plan effective May 10, 2022 (the “Plan”). A copy of the Plan is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The principal differences in the Plan compared to the Company’s prior non-employee director compensation plan are (i) a change in the annual meeting stock grant retainer from 753 shares to a retainer valued at $25,000, with the number of common shares being determined by dividing $25,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant; (ii) a change in the annual fiscal year end restricted stock grant from 1,250 shares to a year-end restricted stock grant valued at $45,000, with the number of common shares being determined by dividing $45,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant; and (iii) a change in the annual fiscal year end non-qualified stock option grant from 750 shares to a year-end non-qualified stock option grant valued at $10,000, with the number of options being determined by dividing $10,000 by the calculated Black Scholes value of the option as of the grant date. The summary of the Plan set forth below is qualified in its entirety by reference to the Plan filed as an exhibit hereto.

Under the Plan, each non-employee director is eligible to receive (i) an annual cash retainer of $25,000; (ii) a yearly annual meeting stock grant retainer of common shares valued at $25,000, with the number of common shares being determined by dividing $25,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant; (iii) an annual fiscal year end restricted stock grant of common shares valued at $45,000, subject to vesting as described below, with the number of restricted common shares being determined by dividing $45,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant; (iv) a board meeting fee of $5,500; (v) an initial non-qualified stock option grant of 1,000 common shares upon first joining the Board and annual fiscal year end non-qualified stock option of common shares valued at $10,000, with the number of options being determined by dividing $10,000 by the calculated Black Scholes value of the option as of the grant date, subject to vesting as described below; (vi) a committee meeting fee of $1,750 ($2,000 for the chairperson) for each Compensation Committee and Corporate Governance and Nominating Committee meeting attended; (vii) a committee meeting fee of $2,000 ($2,500 for the committee chairperson) for each Audit Committee meeting attended; and (viii) reimbursement of out-of-pocket expenses. All stock options granted to non-employee directors will have a term of ten years, an exercise price equal to the grant date fair market value (as determined by the closing sale price of the Company’s common shares) and will be fully vested and exercisable immediately upon grant. The restricted stock grants will vest at the earlier of (a) 100% upon the director’s normal retirement from the Board, disability or upon death or (b) 50% upon the second anniversary of the grant date if the individual is then still serving as a director and the remaining 50% upon the fourth anniversary of the grant date if the individual is then still serving as a director.
Item 5.07Submission of Matters to a Vote of the Security Holders.
The Company held its 2022 Annual Meeting of Shareholders on May 10, 2022 (the “Annual Meeting”). Set forth below is information regarding the results of the matters voted on by the Company’s shareholders at the Annual Meeting.

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

Director NomineeVotes ForVotes WithheldBroker Non-Votes
Stephen H. Marcus83,220,357 1,085,525 5,271,765 
Diane Marcus Gershowitz83,268,743 1,037,139 5,271,765 
Allan H. Selig82,580,512 1,725,370 5,271,765 
Timothy E. Hoeksema82,020,142 2,284,970 5,271,765 
Bruce J. Olson83,250,142 1,055,740 5,271,765 
Philip L. Milstein78,716,756 5,589,126 5,271,765 
Gregory S. Marcus84,056,110 249,772 5,271,765 
Brian J. Stark84,041,279 264,603 5,271,765 
Katherine M. Gehl82,758,604 1,547,278 5,271,765 
David M. Baum82,573,405 1,732,477 5,271,765 






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

Votes ForVotes AgainstAbstentionsBroker Non-Votes
79,307,1614,350,412648,3095,271,765

(iii) Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022:
Votes ForVotes AgainstAbstentions
89,503,79659,69314,158
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 16, 2022By:/s/ Chad M. Paris
Chad M. Paris
Chief Financial Officer and Treasurer

Exhibit 10.1


The Marcus Corporation
Non-Employee Director Compensation Plan
Effective May 10, 2022

1Annual cash retainer:$25,000
2
Yearly annual meeting stock grant retainer (common shares)
Number of common shares determined by dividing $25,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant.

Common Shares valued at $25,000
3
Annual FYE restricted stock grant (common shares):
Vesting to occur upon the earlier of (i) 100% upon eligibility for normal retirement from the Board or disability (each as determined by the Company’s Compensation Committee) or upon death; or (ii) 50% upon the second anniversary of the grant date while still serving on the Board and the remaining 50% upon the fourth anniversary of the grant date while still serving on the Board. Number of common shares determined by dividing $45,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant.

Common Shares valued at $45,000
4Board meeting attendance cash fee:
$5,500
5
Non-qualified stock option grant (common shares):
Fair market value exercise price (closing sale price)
Fully vested and immediately exercisable at grant date
Number of common shares determined by dividing $10,000 by the calculated Black Scholes value of the option as of the grant date

Initial: 1,000 Shares Annual FYE: Common Shares valued at $10,000
6Committee chairperson meeting attendance cash fee:
Audit: $2,500
Other: $2,000
7Committee member meeting attendance cash fee:
Audit: $2,000
Other: $1,750
8Reimbursement of out-of-pocket expenses:Yes