8-K
MARCUS CORP (MCS)
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<br>event reported): | July 31, 2023 | THE MARCUS CORPORATION | |
| --- |
(Exact name of registrant as
specified in its charter)
| Wisconsin | 1-12604 | 39-1139844 |
|---|---|---|
| (State or other<br><br>jurisdiction of<br><br>incorporation) | (Commission File<br><br>Number) | (IRS Employer<br><br>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)) |
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 July 31, 2023 the Board of Directors (the “Board”) of The Marcus Corporation (the “Company”) increased the size of the Board to ten members and voted to elect Thomas F. Kissinger, the Senior Executive Vice President, General Counsel and Secretary of the Company, as a new director. The initial term as director for Mr. Kissinger will expire at the Company’s 2024 annual meeting of shareholders. At the time of his election, Mr. Kissinger was not appointed to any committee of the Board of Directors.
There are no arrangements or understandings between Mr. Kissinger and any other person pursuant to which Mr. Kissinger was appointed as a director, there are no family relationships between Mr. Kissinger 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. Kissinger has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
As an employee director, Mr. Kissinger will not receive any of the compensation for non-employee directors of the Company described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 31, 2023.
A copy of the press release announcing the Company’s appointment of Mr. Kissinger 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<br><br>Number | |
|---|---|
| 99.1 | Press Release of The Marcus Corporation, datedAugustmcs-202381xexx991.htm1, 2023, regarding itsappointment of a new director. |
| 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 1, 2023 | By: | /s/ Chad M. Paris |
| Chad M. Paris | ||
| Chief Financial Officer and Treasurer |
Document
Exhibit 99.1
For additional information, contact: Megan Hakes megan.hakes@hprstrategies.com
Thomas F. Kissinger Elected to The Marcus Corporation Board of Directors
Will continue to serve as the company’s senior executive vice president and general counsel
MILWAUKEE, August 1, 2023…The Marcus Corporation (NYSE: MCS) announced today that Thomas F. Kissinger has been elected as a director of the company. Kissinger also serves as senior executive vice president and general counsel.
Kissinger has served as the chief legal officer for The Marcus Corporation and its divisions, Marcus Theatres and Marcus Hotels & Resorts, since 1993. His responsibilities include overseeing all legal and governance matters, including compliance, risk management, human resources, corporate real estate, mergers and acquisitions and litigation. As a long-standing member of the company’s executive leadership team, Kissinger also helps drive key corporate initiatives, such as strategic planning, financial management and major operational decisions.
“For 30 years, Tom has played an essential part in the continued success of The Marcus Corporation,” said Gregory S. Marcus, chairman, president and chief executive officer of The Marcus Corporation. “His knowledge of our corporate structure, businesses and opportunities makes him a valuable business partner and trusted advisor to our leadership team and board of directors. I am grateful for his partnership and look forward to continuing to work with Tom in this expanded capacity.”
“Our board of directors is committed to maintaining a strong mix of skills and qualifications necessary to provide effective oversight of the company,” said Philip L. Milstein, lead independent director for The Marcus Corporation. “Tom’s commitment to sound governance coupled with his business and legal acumen will continue to serve our board well.”
Prior to joining The Marcus Corporation, Kissinger was in private practice at Foley & Lardner LLP and was a senior tax accountant with the accounting firm Arthur Andersen. He received a bachelor’s degree in accounting from the University of Illinois and his J.D. from the George Washington University Law School. He was recognized as Best Corporate Counsel of a Public Company by the
Milwaukee Business Journal in 2012. Currently, Kissinger serves on the board of directors of Junior Achievement Wisconsin. He previously served on the board of directors of the American Red Cross and Great Lakes Hemophilia Foundation.
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 1,027 screens at 82 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.