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 4, 2017 |
The Marcus Corporation
(Exact name of registrant as specified in its charter)
| 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)
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)) |
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.¨
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Marcus Corporation (the “Company”) held its 2017 Annual Meeting of Shareholders on May 4, 2017 (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 eleven directors to serve until their successors are elected and qualified:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Stephen H. Marcus | 101,367,177.225 | 1,113,500.604 | 1,152,149.000 |
| Gregory S. Marcus | 101,836,096.467 | 644,581.362 | 1,152,149.000 |
| Diane Marcus Gershowitz | 101,265,994.467 | 1,214,683.362 | 1,152,149.000 |
| Allan H. Selig | 99,714,448.339 | 2,766,229.490 | 1,152,149.000 |
| Timothy E. Hoeksema | 101,380,884.568 | 1,099,793.261 | 1,152,149.000 |
| Bruce J. Olson | 101,266,924.994 | 1,213,752.835 | 1,152,149.000 |
| Philip L. Milstein | 101,315,074.128 | 1,165,603.701 | 1,152,149.000 |
| Bronson J. Haase | 101,315,074.128 | 1,165,603.701 | 1,152,149.000 |
| Brian J. Stark | 101,899,171.655 | 581,506.174 | 1,152,149.000 |
| Katherine M. Gehl | 101,706,665.128 | 774,012.701 | 1,152,149.000 |
| David M. Baum | 101,977,657.655 | 503,020.174 | 1,152,149.000 |
(ii) Advisory vote to approve the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 101,737,662.450 | 708,145.354 | 34,870.025 | 1,152,149.000 |
(iii) Advisory vote to determine the frequency of the advisory vote on the compensation of the Company’s named executive officers:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
| 98,477,057.912 | 17,695.820 | 3,972,862.469 | 13,061.628 | 1,152,149.000 |
In light of the voting results with respect to this proposal, the Company has decided that it will hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.
(iv) Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2017:
| Votes For | Votes Against | Abstentions |
| 103,558,674.079 | 68,823.157 | 5,329.593 |
(v) Approve the material terms of the performance goals under the Company’s amended and restated 2004 Equity Incentive Plan:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 102,000,179.802 | 468,573.680 | 11,924.347 | 1,152,149.000 |
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 8, 2017 | By: | /s/ Douglas A. Neis | |
| | | Douglas A. Neis |
| | | Chief Financial Officer and Treasurer |
