Item 1.01.Entry into Material Definitive Agreement.

On May 10, 2022, the Compensation Committee (the "Committee") of the Board of Directors ("Board") of The Marcus Corporation (the "Company") approved and adopted an amended and restated non-employee director compensation plan effective May 10, 2022 (the "Plan"). A copy of the Plan is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The principal differences in the Plan compared to the Company's prior non-employee director compensation plan are (i) a change in the annual meeting stock grant retainer from 753 shares to a retainer valued at $25,000, with the number of common shares being determined by dividing $25,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant? (ii) a change in the annual fiscal year end restricted stock grant from 1,250 shares to a year-end restricted stock grant valued at $45,000, with the number of common shares being determined by dividing $45,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant? and (iii) a change in the annual fiscal year end non-qualified stock option grant from 750 shares to a year-end non-qualified stock option grant valued at $10,000, with the number of options being determined by dividing $10,000 by the calculated Black Scholes value of the option as of the grant date. The summary of the Plan set forth below is qualified in its entirety by reference to the Plan filed as an exhibit hereto.

Under the Plan, each non-employee director is eligible to receive (i) an annual cash retainer of $25,000? (ii) a yearly annual meeting stock grant retainer of common shares valued at $25,000, with the number of common shares being determined by dividing $25,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant? (iii) an annual fiscal year end restricted stock grant of common shares valued at $45,000, subject to vesting as described below, with the number of restricted common shares being determined by dividing $45,000 by the volume-weighted average price for the 20 trading days preceding the date of the grant? (iv) a board meeting fee of $5,500? (v) an initial non-qualified stock option grant of 1,000 common shares upon first joining the Board and annual fiscal year end non-qualified stock option of common shares valued at $10,000, with the number of options being determined by dividing $10,000 by the calculated Black Scholes value of the option as of the grant date, subject to vesting as described below? (vi) a committee meeting fee of $1,750 ($2,000 for the chairperson) for each Compensation Committee and Corporate Governance and Nominating Committee meeting attended? (vii) a committee meeting fee of $2,000 ($2,500 for the committee chairperson) for each Audit Committee meeting attended? and (viii) reimbursement of out-of-pocket expenses. All stock options granted to non-employee directors will have a term of ten years, an exercise price equal to the grant date fair market value (as determined by the closing sale price of the Company's common shares) and will be fully vested and exercisable immediately upon grant. The restricted stock grants will vest at the earlier of (a) 100% upon the director's normal retirement from the Board, disability or upon death or (b) 50% upon the second anniversary of the grant date if the individual is then still serving as a director and the remaining 50% upon the fourth anniversary of the grant date if the individual is then still serving as a director.

Item 5.07Submission of Matters to a Vote of the Security Holders.

The Company held its 2022 Annual Meeting of Shareholders on May 10, 2022 (the "Annual Meeting"). Set forth below is information regarding the results of the matters voted on by the Company's shareholders at the Annual Meeting.




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

Director Nominee                  Votes For         Votes Withheld        Broker Non-Votes
Stephen H. Marcus               83,220,357          1,085,525              5,271,765
Diane Marcus Gershowitz         83,268,743          1,037,139              5,271,765
Allan H. Selig                  82,580,512          1,725,370              5,271,765
Timothy E. Hoeksema             82,020,142          2,284,970              5,271,765
Bruce J. Olson                  83,250,142          1,055,740              5,271,765
Philip L. Milstein              78,716,756          5,589,126              5,271,765
Gregory S. Marcus               84,056,110            249,772              5,271,765
Brian J. Stark                  84,041,279            264,603              5,271,765
Katherine M. Gehl               82,758,604          1,547,278              5,271,765
David M. Baum                   82,573,405          1,732,477              5,271,765

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(ii) Advisory vote to approve the compensation of the Company's named executive
officers:

     Votes For              Votes Against             Abstentions           Broker Non-Votes
 79,307,161                         4,350,412                648,309                  5,271,765

(iii) Ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2022:

Votes For Votes Against Abstentions


 89,503,796          59,693                 14,158

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