0000062234FALSE00000622342025-08-052025-08-05
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
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Date of Report |
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(Date of earliest event reported): |
August 5, 2025 |
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(Exact name of registrant as
specified in its charter)
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| Wisconsin |
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1-12604 |
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39-1139844 |
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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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)
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| Not Applicable |
| (Former name or former address, if changed since last report) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| 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:
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Exhibit
Number
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| 99.1 |
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| 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.
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THE MARCUS CORPORATION |
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| Date: August [6], 2025 |
By: |
/s/ Chad M. Paris |
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Chad M. Paris |
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Chief Financial Officer and Treasurer |
EX-99.1
2
mcs-20250805x8xkxexx991.htm
EX-99.1
Document
Exhibit 99.1
PAUL A. LEFF ELECTED TO MARCUS CORPORATION BOARD OF DIRECTORS
MILWAUKEE, August 5, 2025…Marcus Corporation (NYSE: MCS) today announced that Paul A. Leff has been elected as a director of the company. Leff is the founder of Warbasse67, a family office investment firm. Prior to this role, he co-founded Perry Capital, a New York City-based hedge fund firm, and served as its managing director and chief investment officer. In addition, Leff has been a limited partner of the Las Vegas Raiders since 2007.
“Paul’s accomplishments in financial management and strategic planning will be invaluable as we continue to seek growth opportunities for both Marcus Theatres and Marcus Hotels & Resorts,” said Gregory S. Marcus, chairman and chief executive officer of Marcus Corporation. “Our Board is comprised of accomplished business leaders with a diverse range of experiences, and Paul’s contributions will meaningfully add to their thoughtful guidance and oversight of our Company.”
Leff is currently a trustee of the Wisconsin Alumni Research Foundation at the University of Wisconsin – Madison. He is also a founding member of the Wisconsin Naming Partners and served as a director of the University of Wisconsin Foundation. Leff received a bachelor’s degree in finance and economics as well as a master’s degree in finance from the University of Wisconsin – Madison.
About Marcus Corporation
Headquartered in Milwaukee, Marcus Corporation is a leader in the lodging and entertainment industries, with significant company-owned real estate assets. Marcus Corporation’s theatre division, Marcus Theatres®, is the fourth largest theatre circuit in the U.S. and currently owns or operates 985 screens at 78 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.
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For additional information, contact:
Investors: Chad Paris
(414) 905-1100
investors@marcuscorp.com
Media: Megan Hakes
(414) 788-6599
Megan.Hakes@hprstrategies.com