8-K

MARCUS CORP (MCS)

8-K 2022-02-24 For: 2022-02-23
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Added on April 09, 2026

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): February 23, 2022

The Marcus Corporation

(Exact name of registrant as

specified in its charter)

Wisconsin 1-12604 39-1139844
(State or other<br><br> <br>jurisdiction of<br><br> <br>incorporation) (Commission File<br><br> <br>Number) (IRS Employer<br><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)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on<br><br>which<br><br>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. ¨

Item 5.02 Departure of Directors<br>or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 24, 2022, The Marcus Corporation (the “Company”) announced that Douglas A. Neis will retire as Executive Vice President and Chief Financial Officer effective as of May 15, 2022 (the “Retirement Date”). Until the Retirement Date, Mr. Neis will continue to serve the Company on a full time basis in his current officer position and will receive from the Company his normal salary and other compensation and benefits otherwise due to him, through the Retirement Date. Following the Retirement Date, Mr. Neis has agreed to serve as an advisor to the Company. In connection with Mr. Neis’ retirement, the Company also announced that Chad Paris will be appointed as the Chief Financial Officer of the Company effective as of May 15, 2022.

Prior to joining The Marcus Corporation in October 2021 as the Company’s Corporate Controller and Treasurer, Mr. Paris, 40, served as Senior Vice President and Chief Financial Officer at Jason Group, Inc., formerly Jason Industries, Inc. (“Jason Group”), a Milwaukee-based global manufacturing company from August 2017 to April 2021, where he led the company’s accounting and reporting, financial planning and analysis, tax, treasury, investor relations and information technology functions. Prior to his appointment as Senior Vice President and Chief Financial Officer, Mr. Paris served as Jason Group’s Director of External Reporting from June 2014 to June 2015, its Vice President of Investor Relations, Financial Planning & Analysis, from June 2015 to December 2016, and Vice President Finance – Finishing Americas from December 2016 to August 2017. Prior to joining Jason Group, Mr. Paris served as Audit Senior Manager for Deloitte & Touche LLP, a global accounting firm and professional services network. Mr. Paris holds a master’s degree in management with an emphasis in accounting and a bachelor’s degree in finance and real estate from the University of Wisconsin – Milwaukee. He is also a certified public accountant in the state of Wisconsin.

In connection with Mr. Paris’s appointment, the Compensation Committee of the Board of Directors of the Company approved: (i) an award to Mr. Paris under the Company’s long-term incentive plan consisting of 23,000 stock options and 5,200 shares of restricted stock; (ii) effective as of the Retirement Date, an increase of his annual base salary to $385,000; and (iii) a target annual cash bonus of approximately 40% of his base salary for fiscal 2022.

There are no arrangements or understandings between Mr. Paris and any other person pursuant to which Mr. Paris was selected as an officer, there are no family relationships between Mr. Paris 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. Paris 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 CFO succession plans is filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
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(b) Not applicable.
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(c) Not applicable.
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(d) Exhibits. The following exhibit is being furnished herewith:
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Exhibit

Number

(99.1) Press<br> Release of The Marcus Corporation, dated February 24, 2022, regarding the retirement of Douglas A. Neis and appointment of Chad Paris<br> as Chief Financial Officer.
(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: February 24, 2022 By: /s/ Thomas F. Kissinger
Thomas F. Kissinger
Senior Executive Vice President, General Counsel and Secretary

Exhibit 99.1

THEMARCUS CORPORATION ANNOUNCES DOUGLAS A. NEIS TO retire;chad paris TO SUCCEED NEIS AS chief financial officer

As part of planned transition, Neis to retirein May 2022 following 36 years of service

MILWAUKEE, February 24, 2022…The Marcus Corporation  (NYSE: MCS) today announced that executive vice president and chief financial officer Douglas A. Neis will retire May 15, 2022, after 36 years of service. As part of this planned transition, Chad Paris, current corporate controller and treasurer of The Marcus Corporation, will be promoted to chief financial officer upon Neis’s retirement. Neis will serve as an advisor to the company following the transition.

“Doug has been a friend and valued colleague since the day I joined The Marcus Corporation, and I know I speak for all of us when I say how grateful we are for the impact he has made on our company,” said Gregory S. Marcus, president and chief executive officer of The Marcus Corporation. “Over the course of 36 years, Doug has been a stalwart through times of growth and opportunity as well as times of change and challenge. Yet through it all, Doug kept us on course thanks to his thoughtful foresight, unbending integrity, and calm ‘get it done’ demeanor. This is true even in how he approached his retirement, with smart planning and deft execution in recruiting, mentoring, and soon promoting Chad Paris as his successor. Since joining the company in October 2021, Chad has worked closely with Doug and me to understand our financial structure and our focus on maintaining a strong balance sheet, which has served us well over the years. Quite quickly Chad became a natural part of our team, and I am thrilled a professional of his caliber and character will support our strategy in the years ahead.”

Prior to joining The Marcus Corporation, Paris served as senior vice president and chief financial officer at Jason Group, Inc., formerly Jason Industries, Inc., a Milwaukee-based global manufacturing company, leading the company’s accounting and reporting, financial planning and analysis, tax, treasury, investor relations and information technology functions. Prior to being appointed chief financial officer in 2017, Paris held various leadership roles in corporate and business unit finance at Jason. Earlier in his career, Paris served as audit senior manager for Deloitte & Touche LLP, a global accounting firm and professional services network. Paris holds a master’s degree in management with an emphasis in accounting and a bachelor’s degree in finance and real estate from the University of Wisconsin – Milwaukee. He is also a certified public accountant in the state of Wisconsin.

Neis joined The Marcus Corporation in 1986 as controller of the Marcus Theatres^®^ division before quickly being promoted to controller of Marcus Restaurants in 1987. In 1991, Neis was appointed vice president of planning and administration for Marcus Restaurants, and in 1994, was named director of technology for The Marcus Corporation. He was elected corporate controller in 1995 and was promoted to chief financial officer and treasurer in 1996. In 2018, Neis was promoted to executive vice president of The Marcus Corporation. In addition to his leadership and achievements at The Marcus Corporation, Neis was honored as CFO of the Year by the Milwaukee Business Journal in 2011. He holds a bachelor’s degree in accounting from Marquette University in Milwaukee and is a certified public accountant.

“It has been an honor and a privilege to work with so many great people as well as three generations of the Marcus family during my lengthy career at The Marcus Corporation,” Neis said. “I have enjoyed getting up each and every day and going to work for the best movie theatre and hotel company in the world – this truly has been my second family. As I get ready to spend more time with my wife, Sue, along with our four children and their families, I know I leave The Marcus Corporation in great hands, confident that it is positioned to continue to thrive in the years ahead.”

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 1,064 screens at 85 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 19 hotels, resorts and other properties in 10 states.  For more information, please visit the company’s website at www.marcuscorp.com.

Certain matters discussed in this press release are “forward-lookingstatements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Actof 1995. These forward-looking statements may generally be identified as such because the context of such statements include words suchas we “believe,” “anticipate,” “expect” or words of similar import. Similarly, statements that describeour future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risksand uncertainties which may cause results to differ materially from those expected, including, but not limited to, the risks describedin our filings with the Securities Exchange Commission. Shareholders, potential investors and other readers are urged to consider thesefactors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publiclyupdate such forward-looking statements to reflect subsequent events or circumstances.