Marcus Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of twelve director nominees named in the proxy to hold office until the 2027 Annual Meeting and until their successors are duly elected; directors are elected by plurality of votes cast under Wisconsin law.

2. 2

   Approval, by Advisory Vote, of the Compensation of our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and accompanying narratives.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the company’s named executive officer compensation as disclosed in the CD&A and accompanying tables and narratives. Management seeks this endorsement to validate its pay-for-performance approach—composed of base salary, annual cash bonuses tied to Adjusted EBITDA and individual goals, and multi-year long-term incentives (performance stock units, performance cash and restricted stock) that tie a substantial portion of pay to relative ROIC and Adjusted EBITDA growth versus Russell 2000 peers. The Compensation Committee emphasizes alignment with shareholders through performance metrics and a mix of short- and long-term awards that vest over multi-year periods; it also uses external benchmarking and consultant input when setting targets and award levels. The proposal is advisory only, so while not binding, the board and Compensation Committee state they will consider the vote outcome when making future compensation decisions. Management highlights that shareholders overwhelmingly supported the prior year’s say-on-pay (over 98% of votes cast), using that result to justify continuing the existing compensation framework. Potential investor concerns include the non-binding nature of the vote, concentration of voting power due to Class B shares controlled by the Marcus family, and the relevance of the chosen peer/index comparisons and performance metrics; these are material considerations for large institutional investors reviewing governance and pay alignment. The board’s recommendation to vote FOR is grounded in the Committee’s view that the program advances long-term shareholder value, mitigates excessive risk through vesting and relative metrics, and has historically received strong shareholder support. For an analyst evaluating the proposal, critical factors include the structure and stretch of performance targets (Adjusted EBITDA and ROIC relative to Russell 2000), the degree of pay variability, historical payout outcomes (including prior-high approval rates), and whether governance features (e.g., disclosures, clawbacks, independence of Committee advisors) sufficiently protect shareholder interests.

3. 3

   Ratification of Independent Registered Public Accounting Firm for Fiscal 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

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When is the Marcus Corp 2026 annual meeting?

Marcus Corp (MCS) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Marcus Corp 2026 meeting?

The record date for the Marcus Corp 2026 meeting is Tuesday, March 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Marcus Corp's 2026 meeting?

The board is presenting 12 director nominees at the Marcus Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Marcus Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Marcus Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.