0000062234FALSE00000622342023-05-232023-05-23
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
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| Date of Report | | |
| (Date of earliest
event reported): | May 23, 2023 | |
(Exact name of registrant as
specified in its charter)
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| 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)
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| Not Applicable |
| (Former name or former address, if changed since last report) |
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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:
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| ☐ | 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:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $1.00 par value | MCS | New 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.
On May 23, 2023, The Marcus Corporation (the “Company”) announced that Stephen H. Marcus voluntarily retired from the Board of Directors (the “Board”) and as its chairman, effective as of the 2023 annual meeting of shareholders. Mr. Marcus has been a director of the Company since 1969 and has been chairman since 1991. Mr. Marcus’ decision to retire was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with Mr. Marcus’ retirement, the Board appointed him as chairman emeritus and entered into an Employee Advisory Services Agreement with Mr. Marcus for him to continue to provide advisory services as a continued employee of the Company on matters of importance to the Board and the Company. In connection with his ongoing employee advisory role, and to recompense him for his many years of service and dedication to the development and growth of the Company, the Company has agreed to provide him with a salary in the amount of $525,000 per year and, for the remainder of Mr. Marcus’ life and for the remainder of his spouse’s life thereafter, an annual bonus payment linked to a percentage of the Company’s annual earnings before interest, taxes, depreciation and amortization (EBITDA).
The foregoing summary of certain of the terms and conditions of the Employee Advisory Services Agreement is qualified in its entirety by reference to the full text of the Employee Advisory Services Agreement filed as Exhibit 10.1 hereto and is incorporated herein by reference.
The Company also announced on May 23, 2023 that Gregory S. Marcus will succeed Mr. Stephen Marcus as chairman of the Board effective as of the date thereof. In addition to being chairman, Mr. Gregory Marcus will continue his roles as chief executive officer and president of the Company.
A copy of the press release announcing the retirement of Stephen H. Marcus as a director and the appointment of Gregory S. Marcus is filed with this Current Report on Form 8-K as Exhibit 99.1.
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:
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Exhibit Number | |
| 10.1 | |
| 99.1 | |
| 104 | Cover 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.
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| THE MARCUS CORPORATION |
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Date: May 23, 2023 | By: | /s/ Thomas F. Kissinger |
| | Thomas F. Kissinger |
| | Senior Executive Vice President, General Counsel and Secretary |
Exhibit 10.1
EMPLOYEE ADVISORY SERVICES AGREEMENT
THIS Employee Advisory Services AGREEMENT (“Agreement”) is made and effective as of May 23, 2023 (“Effective Date”), by and between The Marcus Corporation, a Wisconsin corporation (the “Company”), and Stephen H. Marcus (“Advisor”).
W I T N E S S E T H:
A. WHEREAS, Advisor has been an employee and a valuable member of the Company’s Board of Directors (“Board”) up to the Effective Date, including serving as the Chairman of the Board and as a director of the Company for 31 and 54 years, respectively.
B. WHEREAS, Advisor has submitted his voluntary retirement as Chairman of the Board and as a director of the Company effective as of the Company’s 2023 annual meeting of shareholders and the Board has, regretfully and with great appreciation, accepted Consultant’s retirement as the Chairman of the Board and as a director.
C. WHEREAS, after Advisor’s departure from the Board and assumption of his new position as Chairman Emeritus, the Company desires to have Advisor continue to serve as an employee so the Board and management may continue to have access to Advisor’s valuable advice and direction to assist in the further development and growth of the Company on the terms herein provided, and Advisor desires to continue to be employed by the Company in order to provide his advisory services on the terms herein provided.
NOW, THEREFORE, in consideration of the covenants and agreements of the parties herein contained, the parties hereto agree as follows:
1.Employee Advisory Role. During the Term (as defined below), Advisor hereby agrees to perform, and to hold himself available to provide, upon reasonable request, such reasonable part-time employment advisory services from time to time or at any time as reasonably requested by the Company’s management and/or Board. Advisor shall not be required to spend any specific periods of time at the offices or premises of the Company or elsewhere, but shall be available to advise the Company’s management and Board at mutually convenient times and places upon reasonable advance notice to Advisor. Any requested employment advisory services, when practicable, may be provided by telephone, electronically, video conference, written correspondence, e-mail or other means of off-site communication as mutually determined appropriate by the Company and Advisor.
2.Compensation. During the Term, as compensation for Advisor’s performance of employment advisory services hereunder, including holding himself available therefor, the Company shall pay Advisor (i) a salary of $525,000 per year; and (ii) an amount equal to 0.1% of the Company’s annual earnings before interest, taxes, depreciation and amortization (EBITDA) as set forth in the Company’s annual report on Form 10-K (the “Income Bonus Payment”), payable annually at the time executive officers of the Company receive their respective annual bonuses. The Term of Advisor’s employment notwithstanding, the Income Bonus Payment shall be payable to Advisor for the remainder of his life, and thereafter shall be paid to Advisor’s spouse for the remainder of her life. The Company shall also pay or reimburse Advisor for all reasonable business, travel, lodging and other expenses incurred by him in the performance of his services hereunder.
3.Continued Benefits and Perquisites. From and after the Effective Date through the Term, the Company shall continue to provide Advisor and his spouse with his and her current insurance, benefits and other perquisites that are provided to Advisor by the Company prior to the Effective Date.
4.Term and Termination. The term of this Agreement and Advisor’s continued employment shall commence on the Effective Date and continue until terminated by either party (“Term”); provided, however, that Advisor’s continued employment hereunder and the Term shall terminate upon Advisor’s earlier death or disability. Except as otherwise provided in Section 2, Advisor will not be entitled to any severance payments or other severance or termination-related benefits upon conclusion of the Term.
5.Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by all parties hereto. This Agreement may be executed in one or more counterparts, including by signatures delivered electronically, each of which shall be deemed to be an original but all of such together will constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
THE MARCUS CORPORATION
By:
Name: Gregory S. Marcus
Title: Chief Executive Officer
ADVISOR
Stephen H. Marcus
Exhibit 99.1
STEPHEN H. MARCUS TO BECOME CHAIRMAN EMERITUS OF THE MARCUS CORPORATION; GREGORY S. MARCUS NAMED CHAIRMAN OF THE BOARD OF DIRECTORS
MILWAUKEE, May 23, 2023…After more than 60 years of company leadership, including 31 years as chairman of The Marcus Corporation, the board of directors today unanimously appointed Stephen H. Marcus as non-director chairman emeritus and special advisor to the company. Steve Marcus notified the board of directors that he is stepping down as chairman of the board effective today, the date of the 2023 annual meeting of shareholders.
The board of directors today also unanimously appointed Gregory S. Marcus as chairman of the board. In addition to his role as chairman, Greg Marcus will continue to serve as chief executive officer and president of The Marcus Corporation.
For more than six decades, Steve Marcus has been a driving force not only at The Marcus Corporation but among the communities it serves, especially its hometown of Milwaukee. Joining the company in 1962 after working in accounting and law, Steve Marcus oversaw a period of tremendous growth and change, including taking the company public and growing the organization to what is today the fourth largest movie theatre circuit in the nation, a highly respected hospitality and lodging company, and employer to more than 8,000 valued associates across 18 states. Serving in many different roles during this tenure at The Marcus Corporation, Steve Marcus has been a director of the company since 1969, was chief executive officer from 1988 to 2009, and served as chairman of the board since 1991.
Deeply civically minded, Steve Marcus instilled in the company its obligation to give back to the communities where its employees live and work. The footprint of Milwaukee is cemented by many enduring reminders of the company’s generosity, including The Marcus Performing Arts Center and the Bradley Symphony Center, along with many years of support for the United Way, United Performing Arts Fund, Boys & Girls Clubs, and the University of Wisconsin-Milwaukee School of Architecture and Urban Planning Marcus Prize. Steve Marcus is also the visionary behind Sculpture Milwaukee, an outdoor, world recognized sculpture exhibit throughout the City of Milwaukee.
“On behalf of our board of directors, tens of thousands of past and present Marcus Corporation employees, and so many others, thank you dad,” said Greg Marcus, chairman, president and chief executive officer of The Marcus Corporation. “Words will never be enough to describe what Steve Marcus means to our company, the City of Milwaukee and our family. His strong work ethic, business acumen, depth of character and total lack of ego serve as the model for me and so many others who have had the privilege of working alongside him. Speaking for all of us, we are grateful for all he has done – and will continue to do – to grow our company and better our communities.”
Greg Marcus, the third generation of the Marcus family to lead the company, joined The Marcus Corporation in 1992. He was elected to the board of directors in 2005, promoted to president in 2008 and has served as president and chief executive officer since 2009. He received a bachelor’s degree in accounting from Indiana University in 1986 and a law degree from Boston University School of Law in 1989. Known as one of the most influential business leaders in Wisconsin and the industries in which the company competes, Greg Marcus is actively engaged in various civic and charitable organizations, including the Greater Milwaukee Committee, United Way of Greater Milwaukee & Waukesha County, United Performing Arts Fund, the Wisconsin Center District, and more.
“Greg’s experience, leadership and strategic approach are key contributors to the company’s track record of driving shareholder value,” said Philip Milstein, lead independent director of The Marcus Corporation board of directors. “The Marcus board is confident that now is the right time for Greg to become chairman as we continue to advance the company’s growth and performance.”
The current members of The Marcus Corporation Board of Directors are:
•Greg Marcus, chairman, president and chief executive officer of The Marcus Corporation
•Diane Marcus Gershowitz, real estate manager and investor
•Timothy Hoeksema, retired chairman, president and chief executive officer of Midwest Air Group, Inc.
•Allan “Bud” Selig, commissioner emeritus of Major League Baseball
•Bruce Olson, retired senior vice president of The Marcus Corporation and retired president of Marcus Theatres
•Philip Milstein, principal of Ogden CAP Properties, LLC
•Brian Stark, former founding principal, chief executive officer and chief investment officer of Stark Investments
•Katherine Gehl, former president and chief executive officer of Gehl Foods, Inc.
•Austin Ramirez, chief executive officer of Husco International
About The Marcus Corporation
Headquartered in Milwaukee, The Marcus Corporation is a leader in the lodging and entertainment industries, with significant company-owned real estate assets. The Marcus Corporation’s theatre division, Marcus Theatres®, is the fourth largest theatre circuit in the U.S. and currently owns or operates 1,036 screens at 83 locations in 17 states under the Marcus Theatres, Movie Tavern® by Marcus and BistroPlex® brands. The company’s lodging division, Marcus® Hotels & Resorts, owns and/or manages 16 hotels, resorts and other properties in eight states. For more information, please visit the company’s website at www.marcuscorp.com.
