The Marcus (MCS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 7, 2025, with shareholders voting on director elections, an omnibus incentive plan, executive compensation, and auditor ratification.

• Shareholders of record as of March 5, 2025, are entitled to vote, with Class B shares carrying ten votes per share and Common shares one vote per share.

• The board recommends voting in favor of all proposals, including the new incentive plan and executive compensation.

Voting matters and shareholder proposals

• Proposals include electing ten directors, approving the 2025 Omnibus Incentive Plan, an advisory vote on executive compensation, and ratifying Deloitte & Touche LLP as auditor.

• No shareholder proposals or director nominations were received for this meeting.

• The new incentive plan authorizes up to 2,000,000 shares for equity and cash awards, replacing the prior plan.

Board of directors and corporate governance

• Six of ten directors are independent under NYSE and SEC rules; the CEO also serves as board chairman.

• Philip L. Milstein serves as Lead Independent Director, facilitating communication between independent directors and management.

• The board has Audit, Compensation, Corporate Governance and Nominating, and Finance Committees, all with written charters.

• Directors are expected to attend annual meetings; seven attended in 2024.