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Marcus Corporation (MCS) investors back board, pay plan and Deloitte

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

The Marcus Corporation reported results from its 2026 Annual Meeting of shareholders held on May 21, 2026. Shareholders elected twelve director nominees, each receiving substantially more votes for than withheld, confirming the current board slate.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 99.16% of votes cast in favor. In addition, they ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 99.90% of votes cast in favor.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay votes for 85,362,218 votes Advisory approval of named executive officer compensation at 2026 annual meeting
Say-on-pay opposition 722,574 votes Votes against executive compensation at 2026 annual meeting
Say-on-pay support percentage 99.16% Percentage of votes cast in favor of executive compensation
Auditor ratification votes for 88,983,182 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026
Auditor ratification support percentage 99.90% Percentage of votes cast in favor of Deloitte & Touche LLP
Broker non-votes on say-on-pay 2,892,083 votes Broker non-votes on advisory executive compensation proposal
Broker Non-Votes financial
"Director Nominee | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"(ii) Advisory vote to approve the compensation of the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting financial
"The Company held its 2026 Annual Meeting on May 21, 2026."
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
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Understanding 8-K Material Events →
0000062234FALSE00000622342026-05-212026-05-21

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):		May 21, 2026
THE MARCUS CORPORATION
 
(Exact name of registrant as
specified in its charter)
Wisconsin1-1260439-1139844
(State or other
jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
111 East Kilbourn Avenue, Suite 1200, Milwaukee, Wisconsin 53202-4-4125
(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 classTrading SymbolName of each exchange on which registered
Common Stock, $1.00 par valueMCSNew 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 5.07Submission of Matters to a Vote of the Security Holders.
The Company held its 2026 Annual Meeting on May 21, 2026. Set forth below is information regarding the results of the matters voted on by the Company’s shareholders at the Annual Meeting.

(i) Elect twelve directors to serve until their successors are elected and qualified:

Director NomineeVotes ForVotes WithheldBroker Non-Votes
Gregory S. Marcus85,787,455 407,486 2,892,083 
Diane Marcus Gershowitz85,771,064 423,877 2,892,083 
Allan H. Selig84,818,011 1,376,930 2,892,083 
Timothy E. Hoeksema81,299,302 4,895,639 2,892,083 
Bruce J. Olson85,721,407 473,534 2,892,083 
Philip L. Milstein79,564,600 6,630,234 2,892,083 
Brian J. Stark85,594,600 600,341 2,892,083 
Katherine M. Gehl75,736,437 10,458,504 2,892,083 
Austin M. Ramirez81,974,060 4,220,881 2,892,083 
Thomas F. Kissinger85,740,125 454,816 2,892,083 
Paul A. Leff86,110,119 84,822 2,892,083 
David J. Marcus85,962,380 232,561 2,892,083 

(ii) Advisory vote to approve the compensation of the Company’s named executive officers:
Votes ForVotes AgainstAbstentionsBroker Non-VotesPercentage of Votes Cast in Favor
85,362,218722,574110,1492,892,08399.16 %

(iii) Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026:
Votes ForVotes AgainstAbstentionsPercentage of Votes Cast in Favor
88,983,18285,23018,61299.90 %



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
104Cover 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: May 28, 2026By:/s/ Chad M. Paris
Chad M. Paris
Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What did Marcus Corporation (MCS) shareholders approve at the 2026 annual meeting?

Shareholders elected twelve directors, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent auditor. Each proposal received strong majority support, confirming existing governance and compensation structures for the coming year.

How did Marcus Corporation (MCS) shareholders vote on director elections in 2026?

All twelve director nominees were elected, each receiving significantly more votes for than votes withheld. For example, Paul A. Leff received 86,110,119 votes for and 84,822 withheld, indicating broad shareholder support for the full board slate.

What were the 2026 say-on-pay results for Marcus Corporation (MCS)?

Shareholders approved the compensation of named executive officers with 85,362,218 votes for, 722,574 against, and 110,149 abstentions. This represented 99.16% of votes cast in favor, showing strong support for the company’s executive pay program.

Did Marcus Corporation (MCS) shareholders ratify Deloitte & Touche as auditor?

Yes. Deloitte & Touche LLP was ratified as independent registered public accounting firm for the year ending December 31, 2026, with 88,983,182 votes for, 85,230 against, and 18,612 abstentions, representing 99.90% of votes cast in favor.

What is the role of broker non-votes in the Marcus Corporation (MCS) 2026 meeting results?

Broker non-votes represent shares held by brokers that did not receive voting instructions on certain proposals. The director elections and say-on-pay proposal each showed 2,892,083 broker non-votes, which did not count as votes for or against those items.

Filing Exhibits & Attachments

3 documents

Other Documents