8-K

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

(Exact name of registrant as

specified in its charter)

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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 March 1, 2023 the Board of Directors (the “Board”) of The Marcus Corporation (the “Company”) voted to elect Austin M. Ramirez as a new, independent director to fill a vacancy on the Board created by the untimely passing of former director David Baum. The initial term as director for Mr. Ramirez will expire at the Company’s 2023 annual meeting of shareholders. At the time of his election, Mr. Ramirez was not appointed to any committee of the Board of Directors.

On March 3, 2023, in connection with his election to the Board of Directors, the Company awarded non-qualified options to purchase 1,000 shares of the Company’s common stock at a price of $16.00 per share to Mr. Ramirez. The options awarded to Mr. Ramirez have a term of ten years and became fully vested and exercisable immediately after grant.

There are no arrangements or understandings between Mr. Ramirez and any other person pursuant to which Mr. Ramirez was appointed as a director, there are no family relationships between Mr. Ramirez 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. Ramirez 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. Ramirez 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:

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.

Document

Exhibit 99.1

Austin M. Ramirez Elected to The Marcus Corporation Board of Directors

Milwaukee, March 1, 2023 … The Marcus Corporation (NYSE: MCS) today announced that Austin M. Ramirez has been elected as a director of the company. Ramirez is the chief executive officer at Husco, a global engineering and manufacturing company.

“Austin is known for his business acumen and strong leadership throughout the greater Milwaukee business, civic and education communities,” said Stephen H. Marcus, chair of The Marcus Corporation. “His expertise in strategic planning, corporate finance and economics will be assets to our board and management team as we continue our focus of identifying opportunities to foster growth and innovation while maintaining a strong balance sheet.”

Under his leadership, Husco has grown more than 300 percent and was designated a Global Growth Company by the World Economic Forum and recognized as Wisconsin Manufacturer of the Year. In 2016, Ramirez served as a White House Fellow on the National Economic Council of both the Obama and Trump administrations. Prior to joining Husco, Ramirez served as a business analyst for McKinsey & Company, Inc.

Ramirez is currently a director for the Association of Equipment Manufacturers, the Kern Family Foundation, National Association of Manufacturers and Old National Bank. He is also co-chair of City Forward Collective and co-chair and founder of Democracy Found, and chair-elect of the Metropolitan Milwaukee Association of Commerce. In addition, Ramirez is co-founder of St. Augustine Preparatory Academy, a high-performing K4-12 non-denominational Christian school in Milwaukee.

Ramirez received a bachelor’s degree in economics and systems engineering from the University of Virginia. He also holds a master’s degree in business administration from Stanford University.

About The Marcus Corporation

Headquartered in Milwaukee, The Marcus Corporation is a leader in the lodging and entertainment industries, with significant company-owned real estate assets. The Marcus Corporation’s theatre division, Marcus Theatres®, is the fourth largest theatre circuit in the U.S. and currently owns or operates 1,053 screens at 84 locations in 17 states under the Marcus Theatres, Movie Tavern® by Marcus and BistroPlex® brands. The company’s lodging division, Marcus® Hotels & Resorts, owns and/or manages 16 hotels, resorts and other properties in eight states. For more information, please visit the company’s website at www.marcuscorp.com.