DEF 14A: Marcus Corporation Announces 2024 Annual Meeting of Shareholders, Proxy Statement Details Director Elections and Executive Compensation

Marcus Corporation's proxy statement outlines key proposals for the 2024 Annual Meeting of Shareholders, including the election of directors, executive compensation approval, and auditor ratification.

Summary

• The Marcus Corporation has released its proxy statement for the 2024 Annual Meeting of Shareholders, scheduled for May 23, 2024.
• Shareholders will vote on the election of ten directors, an advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the independent auditor for the fiscal year ending December 26, 2024.
• The board of directors recommends voting for all director nominees, approving executive compensation, and ratifying the auditor selection.
• The proxy statement details the compensation of named executive officers, including salary, bonuses, and long-term incentive awards.
• It also includes information on corporate governance, director independence, and stock ownership of management and major shareholders.
• As of the record date, March 27, 2024, there were 25,170,317 Common Shares and 6,984,584 Class B Shares outstanding, with varying voting rights.
• The total number of votes represented by outstanding Common Shares and Class B Shares as of the Record Date was 95,016,157.
• The meeting will be held online via live webcast.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information about the company's governance and upcoming shareholder meeting. The sentiment is neutral to positive, reflecting the company's efforts to maintain good governance practices and engage with shareholders.

Positives

• The board of directors has a Corporate Governance and Nominating Committee tasked with reviewing and ensuring compliance with the Code of Conduct and ensuring effective governance procedures are in place.
• The company is committed to being responsible stewards of environmental resources and maintaining and supporting the communities in which they operate.
• The company focuses on employee retention and satisfaction by paying employees competitively and offering a broad range of company-paid benefits.
• The company is committed to hiring, developing and supporting a diverse and inclusive workplace.
• The company strives to develop and maintain deep connections with the communities in which they operate and to contribute to making them stronger, healthier and happier places to live, work, and gather.

Risks

• The document mentions that if shareholders hold shares in a brokerage account, the broker is not permitted to vote shares for the election of directors or the approval of executive compensation if the shareholder does not provide instructions within 10 days prior to the meeting.
• The document mentions that the company is subject to material financial, reputational, legal, environmental, cyber and business risks.

Future Outlook

The document outlines the proposals for the 2024 Annual Meeting of Shareholders, indicating the company's focus on corporate governance, executive compensation, and auditor selection for the upcoming fiscal year.

Management Comments

• The board of directors believes that the current combination of the roles of chief executive officer and chairman of the board most appropriately suits our Company because of Mr. Gregory Marcus long history with our Company, including his current role as our chief executive officer, and his skills and experience within the industries in which we operate.
• Our board of directors believes that there is no single board of directors leadership structure that would be most effective in all circumstances, and therefore retains the authority to modify this structure to best address our Companys and our board of directors then current circumstances as and when appropriate.
• Our focus on People Pleasing People is at the heart of how we care for our guests, customers and employees.

Industry Context

The document provides insight into the company's governance structure, executive compensation practices, and shareholder engagement, reflecting standard practices for publicly traded companies. The company's commitment to environmental and social responsibility aligns with increasing investor interest in ESG factors.

Comparison to Industry Standards

• The Compensation Committee analyzes aggregated composite survey and benchmark data from external compensation consultants about the compensation levels of similarly situated executives at equivalently-sized companies in various industry sectors.
• Specifically, Aon Hewitt and Willis Towers Watson have provided our Committee with composite aggregated data respecting the base salary and total cash compensation ( i.e. , base salary and bonuses) for similarly situated executives at other companies with comparable annual revenue levels in the following sectors: (1) all organizations; (2) all non-manufacturing organizations; and (3) service organizations.
• The Composite Peer Group is comprised of the Dow Jones U.S. Hotels Index (weighted 35%) and Cinemark Holdings, Inc. (weighted 65%).

Management Changes

Corporate Governance

Legal Proceedings

• None of our officers or directors have, during the last ten years: (i) been convicted in or is currently subject to a pending criminal proceeding; (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law; nor (iii) has any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto or been subject to any of the items set forth under Item 401(f) of Regulation S-K, other than Chad M. Paris, our Chief Financial Officer and Treasurer, who was formerly the Senior Vice President and Chief Financial Officer at Jason Industries, Inc. from August 2017 until April 2021.
• In June 2020, while Mr. Paris was acting as its Senior Vice President and Chief Financial Officer, Jason Industries, Inc. and certain of its subsidiaries each filed voluntary bankruptcy petitions in the United States Bankruptcy Court for the Southern District of New York and, in August 2020, emerged pursuant to a prepackaged plan of reorganization.

Related Party Transactions

• We were provided 69 vehicles for use from time to time during fiscal 2023 by Selig Leasing Co., Inc., in respect of which we paid an aggregate of $373,000 to Selig Leasing in fiscal 2023.
• We lease a suite and purchase tickets for Milwaukee Brewers baseball games at American Family Field in Milwaukee, Wisconsin, for the benefit of customers, vendors, associates, significant shareholders and charitable purposes.
• We have an administrative services agreement with Marcus Investments, LLC, which is owned by the three sons of Stephen H. Marcus, our chairman, including Gregory S. Marcus, our president and chief executive officer.
• During fiscal 2023, our theatre division licensed the Zaffiros pizza recipe and related intellectual property rights from an entity that is owned by Marcus Investments, LLC.
• During fiscal 2022 our leased Rochester Cinema location in Rochester, Minnesota was acquired by Berengaria Development, an entity majority-owned by Marcus Investments, LLC, as part of its acquisition of The Shoppes on Maine multi-tenant shopping center.
• Lastly, during fiscal 2023 our hotels and resorts division paid approximately $375,000 for mattresses purchased from Verlo Mattress, an entity majority-owned by Marcus Investments.

Stakeholder Impact

• Shareholders are provided with information to make informed decisions on director elections, executive compensation, and auditor ratification.
• Employees are impacted by the company's compensation and benefit programs, as well as its commitment to diversity and inclusion.
• Customers benefit from the company's focus on providing quality service and experiences.
• Communities benefit from the company's charitable and volunteer programs.

Next Steps

• Shareholders are encouraged to review the proxy materials and vote on the proposals.
• The 2024 Annual Meeting of Shareholders will be held on May 23, 2024.
• The board of directors will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

Key Dates

Keywords

shareholders, directors, compensation, governance, proxy, meeting, executive, audit, Marcus Corporation