DEF: Marcus Corporation Announces 2025 Annual Meeting and Proxy Statement

Marcus Corporation will hold its 2025 Annual Meeting of Shareholders on May 7, 2025, to elect directors, approve an incentive plan, and ratify the selection of Deloitte & Touche LLP as independent auditor.

Summary

• The Marcus Corporation will hold its 2025 Annual Meeting of Shareholders on May 7, 2025.
• Shareholders will vote on the election of ten directors.
• Shareholders will vote to approve The Marcus Corporation Omnibus Incentive Plan.
• An advisory vote will be held on the compensation of named executive officers.
• Shareholders will vote to ratify the selection of Deloitte & Touche LLP as the independent auditor for the fiscal year ending December 31, 2025.
• The record date for determining shareholders eligible to vote is March 5, 2025.
• Shareholders can vote online or by proxy.
• Holders of Common Stock have one vote per share, while holders of Class B Common Stock have ten votes per share.
• As of the record date, there were 24,711,331 Common Shares and 6,984,584 Class B Shares outstanding.
• The total number of votes represented by outstanding Common Shares and Class B Shares as of the Record Date was 94,557,171.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information and proposals for shareholder vote. The sentiment is neutral to positive, reflecting standard corporate governance practices and a focus on shareholder value.

Positives

• The company has a Corporate Governance Policy Guidelines.
• The company has a Code of Conduct.
• The company has an insider trading policy.
• The company is committed to environmental stewardship and social impact.
• The company prohibits directors, executive officers and substantial shareholders from trading in puts, calls and other derivative securities relating to our Common Shares.
• The company prohibits directors, executive officers and substantial shareholders from engaging in hedging or pledging transactions relating to our Common Shares.

Risks

• If shareholders do not instruct their broker how to vote within 10 days prior to the Annual Meeting, their shares will not be voted on the election of directors or the advisory vote on executive compensation.
• The company's Supplemental Plan benefits payable to Messrs. Marcus, Paris, Kissinger, Gramz and Evans are determined under the formula illustrated above in the CD&A. Covered compensation for purposes of the Supplemental Plan consists of salary, bonus and non-equity incentive compensation, but excluding long-term performance cash amounts.

Future Outlook

The company aims to continue attracting, retaining, and motivating key management employees, linking compensation to performance goals, and fostering an ownership mentality among its management team.

Management Comments

• Gregory S. Marcus' experience with the Company since 1999 in various positions, including his current role as our chairman and chief executive officer, led to our conclusion that he should serve as a director of the Company.
• Thomas F. Kissinger's experience with our Company since 1993 in various positions, including his current role as our senior executive vice president, general counsel and secretary, led to our conclusion that he should serve as a director of the Company.

Industry Context

This announcement is a standard corporate procedure for publicly traded companies, ensuring shareholder participation in key decisions and providing transparency regarding executive compensation and corporate governance practices.

Comparison to Industry Standards

• The company benchmarks executive compensation against similarly sized companies in various industry sectors.
• The company uses composite aggregated data from multiple compensation survey providers for base salary and total cash compensation.
• The company targets the relative size of annual long-term incentive grants to place it at or above the median level of long-term grants provided by its benchmarked companies.
• The company tries to maintain its so-called burn rate of annual equity grants at around 1-2% of its fully-diluted outstanding Common Shares.

Management Changes

Related Party Transactions

• The company was provided 69 vehicles for use from time to time during fiscal 2024 by Selig Leasing Co., Inc., in respect of which the company paid an aggregate of $384,000 to Selig Leasing in fiscal 2024.
• The company leases a suite and purchases 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 and paid an aggregate of approximately $452,000 to the Milwaukee Brewers Baseball Club, LP in fiscal 2024.
• The company has an administrative services agreement with Marcus Investments, LLC and during fiscal 2024, Marcus Investments made aggregate payments to the company of $7,000 for the provision of the aforementioned services.
• During fiscal 2024, the company's theatre division licensed the Zaffiros pizza recipe and related intellectual property rights from an entity that is owned by Marcus Investments, LLC and paid such entity approximately $431,000 in licensing fees.
• During fiscal 2024 the company's hotels and resorts division paid approximately $144,000 for mattresses purchased from Verlo Mattress, an entity majority-owned by Marcus Investments.

Stakeholder Impact

• Shareholders have the opportunity to vote on key decisions affecting the company's governance and executive compensation.
• Employees are impacted by the proposed Omnibus Incentive Plan, which could affect their compensation and incentives.
• Customers and communities benefit from the company's commitment to environmental stewardship and social impact.

Next Steps

• Shareholders are encouraged to review the proxy materials and vote on the proposals.
• The company will hold the 2025 Annual Meeting of Shareholders on May 7, 2025.
• The company will continue to engage with shareholders on executive compensation and corporate governance matters.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Shareholders, Directors, Executive Compensation, Incentive Plan, Auditor, Corporate Governance, Marcus Corporation