UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
| (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.
| THE MARCUS CORPORATION | ||
| Date: May 11, 2021 | By: | /s/ Douglas A. Neis |
| Douglas A. Neis | ||
| Executive Vice President, Chief Financial | ||
| Officer and Treasurer | ||