🧾 What This Document Is

This is a DEF 14A, or "Proxy Statement." Think of it as a detailed invitation and instruction manual for shareholders of The Marcus Corporation (MCS). It's sent ahead of the annual shareholder meeting to explain what will be voted on and provide key information to help shareholders decide.

Why it exists: Public companies are legally required to let owners (shareholders) vote on major issues, like electing directors and approving executive pay. This document lays out the "candidates" and "proposals" so you can vote, even if you can't attend the virtual meeting online.

What to expect: You'll find details on the May 21, 2026 meeting, the board of directors nominees, executive compensation, and the company's financial health and governance.

🏢 What The Company Does

👉 In simple terms, Marcus Corp owns and runs movie theaters and hotels. They operate in two main segments:

• Marcus Theatres: A major cinema chain.
• Marcus Hotels & Resorts: Owns and manages hotels and resorts.

It's a classic hospitality and entertainment business. When people go out for a movie or a vacation stay, Marcus aims to be their choice.

🗳️ The Big Vote: Meeting Details

• When: Thursday, May 21, 2026, at 9:00 AM Central Time.
• Where: Online via live webcast at www.virtualshareholdermeeting.com/MCS2026.
• Who can vote: You must own stock as of the "Record Date": March 24, 2026.
• How to vote: You can vote online in advance at www.proxyvote.com or during the live meeting. You'll need your 16-digit control number.

⚠️ Why it matters: If you hold your shares in a brokerage account (like with Fidelity or Schwab), your broker cannot vote for you on electing directors or executive pay unless you give them instructions. You must vote your own shares for these items.

👥 The Board of Directors: Who's Running the Show

The board oversees the company and represents you, the shareholder. There are 12 nominees for election, all current directors. Here are the key names:

• Gregory S. Marcus (61): Chairman and CEO. The top boss. Has been with the company since 1999.
• Diane Marcus Gershowitz (87): Longest-serving director (since 1985) and a major shareholder. Family ties to the Marcus family.
• Philip L. Milstein (76): Lead Independent Director. This is crucial because the CEO (Gregory Marcus) is also the Chairman. The Lead Independent Director ensures there's a strong, independent voice on the board.
• Allan H. Selig (91): Former Commissioner Emeritus of Major League Baseball.
• New Faces: Paul A. Leff and David J. Marcus were added in 2025.

👉 Key takeaway: The board is a mix of long-tenured members, family affiliates, and independent business leaders. Seven of the twelve are deemed "independent" by NYSE rules.

💼 Executive Pay: How the Top Bosses Are Compensated

This is a major focus of the filing. The "Named Executive Officers" (NEOs) are the CEO, CFO, and three other top-paid executives.

Pay Philosophy: Aim to be competitive, tie pay to company and individual performance, and encourage long-term ownership.

Pay Structure for NEOs (like CEO Gregory Marcus):

• Base Salary: Fixed cash payment. Set between the 50th and 75th percentile of comparable companies.
• Annual Cash Bonus: Up to a target amount, based on hitting financial goals (mostly a metric called Adjusted EBITDA) and individual performance.
• Long-Term Incentives: The largest chunk of pay, designed to align with shareholder success over years. Includes:
  • Performance Stock Units (PSUs): Pay out in stock if long-term goals are met.
  • Restricted Stock: Stock given outright, but you have to stay with the company to "vest" and own it.
• Other Benefits: Retirement plans, perquisites, etc.

Fiscal 2025 Performance & Payouts:

• The key financial target, Consolidated Adjusted EBITDA, was set at $122.0 million. The company achieved $99.3 million (70.8% of target).
• Because the financial target was missed, bonuses were lower than target. However, individual performance components were paid, leading to these total actual bonuses for the year:
  • Gregory S. Marcus (CEO): $716,332
  • Chad M. Paris (CFO): $204,564
  • Thomas F. Kissinger (General Counsel): $219,564
  • Mark A. Gramz (Theatres President): $192,813 (Note: Retiring May 1, 2026)
  • Michael R. Evans (Hotels President): $264,587

👉 Why it matters: This shows the "pay-for-performance" link. When the company's profit (EBITDA) came in below plan, executive bonuses were reduced accordingly.

📊 Stock Ownership: Who Owns What?

The Marcus family and related trusts hold significant voting power through Class B Stock, which has 10 votes per share versus 1 vote for common stock.

• Aggregate Voting Power: The Class B shares (6,984,584) represent 69,845,840 votes. The Common shares (23,753,627) represent only 23,753,627 votes.
• Top Shareholders:
  • The Marcus Family Group: Beneficially owns about 44% of the total voting power.
  • Institutional Investors: Big names like BlackRock (8.0%), Orbis (8.0%), and Vanguard (5.9%) own large chunks of the common stock but have minimal voting power compared to the Class B shares.

👉 Why it matters: This dual-class stock structure means the Marcus family, despite owning a smaller portion of the actual company equity, retains major control over shareholder votes. This is common in family-controlled companies.

⚖️ Governance & Risk Oversight

• Committees: The board has key committees:
  • Audit Committee: Oversees financial reporting and internal controls. Met 4 times in 2025.
  • Compensation Committee: Sets pay for top executives. Met 2 times in 2025.
  • Corporate Governance Committee: Recommends directors and oversees ethics.
• Risk Oversight: The board and Audit Committee regularly review material risks, including financial, reputational, legal, and cybersecurity risks.
• Code of Conduct: A strict code applies to all directors, officers, and employees.

🔮 What's Next

• Annual Meeting Vote: Shareholders will decide on the 12 directors, approve executive pay (advisory vote), and ratify the auditor (Deloitte & Touche LLP).
• Leadership Transition: Mark A. Gramz, President of Marcus Theatres, will retire on May 1, 2026. His successor is not named in this document.
• Fiscal 2026 Targets: New, higher performance targets have already been set for executive bonuses for the current year, signaling management's expectations for growth.

🧠 The Analogy

Think of this proxy statement as a detailed report card and parent-teacher conference for a company. The "students" (management) are graded on performance (financial results). The "parents" (shareholders) get to review the grades, meet the "teachers" (the board of directors), and vote on whether they approve of how the "school" (the company) is being run and how much allowance (pay) the top students are getting.

🧩 Final Takeaway

This document reveals a family-controlled company (through dual-class shares) with a steady, long-tenured board, where executive pay is tightly linked to hitting specific profit targets (which were missed in 2025), and where a key division president is retiring. The upcoming shareholder meeting will reaffirm the existing power structure and compensation philosophy.