mcs-20250805
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): | August 5, 2025 | ||||||||||
| 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.) | ||||||||||||
111 East Kilbourn Avenue, Suite 1200, 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)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Stock, $1.00 par value | MCS | New York Stock Exchange | ||||||
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2025 the Board of Directors (the “Board”) of The Marcus Corporation (the “Company”) voted to increase the size of the Board to 11 directors and to elect Paul A. Leff as a new, independent director to fill the vacancy created by the expansion of the Board. The initial term as director for Mr. Leff will expire at the Company’s 2026 annual meeting of shareholders. At the time of his election, Mr. Leff was not appointed to any committee of the Board.
Mr. Leff will receive the standard non-employee director compensation for serving on the Board, including a pro-rated portion of the annual meeting stock grant retainer provided to the Company’s non-employee directors, effective as of August 5, 2025.
There are no arrangements or understandings between Mr. Leff and any other person pursuant to which Mr. Leff was appointed as a director, there are no family relationships between Mr. Leff and any director or other officer of the Company, and there are no transactions in which the Company is a party and in which Mr. Leff has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the Company’s appointment of Mr. Leff as a director is filed with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01.Financial Statements and Exhibits.
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits. The following exhibit is being furnished herewith:
Exhibit Number | |||||
| 99.1 | |||||
| 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: August [6], 2025 | By: | /s/ Chad M. Paris | ||||||
| Chad M. Paris | ||||||||
| Chief Financial Officer and Treasurer | ||||||||