UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.____)

Check the appropriate box:

THE MARCUS CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  
  
  
THE MARCUS CORPORATION

100 East Wisconsin Avenue, Suite 1900
Milwaukee, Wisconsin 53202-4125

 

NOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, May 4, 2017

 

To the Shareholders of

THE MARCUS CORPORATION

NOTICE IS HEREBY GIVEN THAT the 2017 Annual Meeting of Shareholders of THE MARCUS CORPORATION will be held on Thursday, May 4, 2017, at 10:00 A.M., local time, at the Majestic Cinema of Brookfield, 770 North Springdale Road, Brookfield, Wisconsin for the following purposes:

Only holders of record of our Common Stock and Class B Common Stock as of the close of business on March 3, 2017, will be entitled to notice of, and to vote at, the meeting and any adjournment thereof. Shareholders may vote in person or by proxy. The holders of our Common Stock will be entitled to one vote per share and the holders of our Class B Common Stock will be entitled to ten votes per share on each matter submitted for shareholder consideration.

Shareholders are cordially invited to attend the meeting in person. A map is provided on the following page to assist you in locating the Majestic Cinema of Brookfield. Even if you expect to attend the meeting in person, to help ensure your vote is represented at the meeting, please complete, sign, date and return in the enclosed postage paid envelope the accompanying proxy, which is being solicited by our board of directors. You may revoke your proxy at any time before it is actually voted by giving notice thereof in writing to the undersigned or by voting in person at the meeting.

Interested parties are invited to listen to a live audio Webcast of the meeting by logging onto the “Investor Relations” section of our website, www.marcuscorp.com. Listeners should go to the website at least 15 minutes prior to the start of the presentation to download and install any necessary audio software.

Accompanying this Notice of 2017 Annual Meeting of Shareholders is a proxy statement and form of proxy.

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on May 4, 2017

Pursuant to rules of the Securities and Exchange Commission, we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the Internet. This proxy statement and our 2016 annual report to shareholders are available at www.marcuscorp.com/eproxy.

IMPORTANT: If you hold your shares in a brokerage account, you should be aware that your broker is not permitted to vote your shares for the election of directors or the approval, by advisory vote, of the compensation of our named executive officers if you do not instruct your broker how to vote within 10 days prior to our Annual Meeting. Therefore, you must affirmatively take action to vote your shares at our Annual Meeting. If you do not, your shares will not be voted with respect to such matters.

		On Behalf of the Board of Directors
Milwaukee, Wisconsin March 28, 2017		Thomas F. Kissinger Senior Executive Vice President, General Counsel and Secretary

Important Information for Shareholders Attending
The Marcus Corporation 2017 Annual Meeting

10:00 a.m. Local Time
Thursday, May 4, 2017
Majestic Cinema of Brookfield
770 North Springdale Road
Waukesha, Wisconsin 53186
www.marcustheatres.com/theatre-locations/majestic-cinema-of-brookfield-brookfield

Directions:

From Madison:

Take I-94 East to Bluemound Rd. (Exit 297). Turn West (left) on W. Bluemound Rd. to N. Springdale Rd. Turn North (right) on N. Springdale Rd. The Majestic Cinema of Brookfield will be on the right side, just past Sam’s Club.

From Milwaukee:

Take I-94 West to Barker Rd. (Exit 297). Turn North (right) on N. Barker Rd. to W. Bluemound Rd. Turn West (left) onto W. Bluemound Rd. to N. Springdale Rd. Turn North (right) on N. Springdale Rd. The Majestic Cinema of Brookfield will be on the right side, just past Sam’s Club.

Experience The Magic of the Majestic Cinema of Brookfield:

Following the annual meeting on Thursday, May 4, 2017, shareholders are invited to enjoy a complimentary movie at the Majestic Cinema of Brookfield.

THE MARCUS CORPORATION

 

PROXY STATEMENT

 

For
2017 Annual Meeting of Shareholders
To Be Held Thursday, May 4, 2017

This proxy statement and accompanying form of proxy are being furnished to our shareholders beginning on or about March 28, 2017, in connection with the solicitation of proxies by our board of directors for use at our 2017 Annual Meeting of Shareholders to be held on Thursday, May 4, 2017, at 10:00 A.M., local time, at the Majestic Cinema of Brookfield, 770 North Springdale Road, Brookfield, Wisconsin and at any postponement or adjournment thereof (collectively, “Meeting”), for the purposes set forth in the attached Notice of 2017 Annual Meeting of Shareholders and as described herein.

Execution of a proxy will not affect your right to attend the Meeting and to vote in person, nor will your presence revoke a previously submitted proxy. You may revoke a previously submitted proxy at any time before it is exercised by giving written notice of your intention to revoke the proxy to our Secretary, by notifying the appropriate personnel at the Meeting in writing or by voting in person at the Meeting. Unless revoked, the shares represented by proxies received by our board of directors will be voted at the Meeting in accordance with the instructions thereon. If no instructions are specified on a proxy, the votes represented thereby will be voted: (1) for the board’s eleven director nominees set forth below; (2) for the approval, by advisory vote, of the compensation of our named executive officers; (3) for the submission of the advisory vote on the compensation of our named executive officers to our shareholders every year; (4) for the ratification of the selection of Deloitte & Touche LLP as our independent auditor for our fiscal year ending December 28, 2017; (5) for the approval of the material terms of the performance goals under our amended and restated 2004 Equity Incentive Plan; and (6) on such other matters that may properly come before the Meeting and at any postponement or adjournment thereof in accordance with the best judgment of the persons named as proxies.

Only holders of record of shares of our Common Stock (“Common Shares”) and our Class B Common Stock (“Class B Shares”) as of the close of business on March 3, 2017 (“Record Date”) are entitled to vote at the Meeting. As of the Record Date, we had 19,027,768 Common Shares and 8,696,301 Class B Shares outstanding and entitled to vote. The record holder of each outstanding Common Share on the Record Date is entitled to one vote per share and the record holder of each outstanding Class B Share on the Record Date is entitled to ten votes per share on each matter submitted for shareholder consideration at the Meeting. The holders of our Common Shares and the holders of our Class B Shares will vote together as a single class on all matters subject to shareholder consideration at the Meeting. The total number of votes represented by outstanding Common Shares and Class B Shares as of the Record Date was 105,990,778, consisting of 19,027,768 votes represented by outstanding Common Shares and 86,963,010 votes represented by outstanding Class B Shares.

IMPORTANT: If you hold your shares in a brokerage account, you should be aware that your broker is not permitted to vote your shares for the election of directors or the approval, by advisory vote, of the compensation of our named executive officers if you do not instruct your broker how to vote within 10 days prior to the Meeting. Therefore, you must affirmatively take action to vote your shares at the Meeting. If you do not, your shares will not be voted with respect to such matters.

PROPOSAL 1 — ELECTION OF DIRECTORS

At the Meeting, our shareholders will elect all eleven members of our board of directors. The directors elected at the Meeting will hold office until our 2018 Annual Meeting of Shareholders and until their successors are duly qualified and elected. If, prior to the Meeting, one or more of the board’s nominees becomes unable to serve as a director for any reason, the votes represented by proxies granting authority to vote for all of the board’s nominees, or containing no voting instructions, will be voted for a replacement nominee selected by the board of directors. Under Wisconsin law, if a quorum of shareholders is present, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election. This means that the individuals receiving the largest number of votes will be elected as directors, up to the maximum number of directors to be chosen at the election. Therefore, any shares that are not voted on this matter at the Meeting, whether by abstention, broker nonvote or otherwise, will have no effect on the election of directors at the Meeting. Daniel F. McKeithan, Jr. and James D. Ericson notified us of their intent to retire effective as of the Meeting. We sincerely thank Messrs. McKeithan and Ericson for their service and guidance to our company during past 31 and 16 years, respectively. We do not have any current plans to appoint replacements for Messrs. McKeithan or Ericson on our board of directors.

All of our director nominees have been elected by our shareholders and have served continuously as directors since the date indicated below. The names of the director nominees, together with certain information about each of them as of the Record Date, are set forth below. Unless otherwise indicated, all of our director nominees have held the same principal occupation indicated below for at least the last five years.

		Name		Current Principal Occupation		Age		Director     Since
		Stephen H. Marcus		Our chairman of the board. In January 2009, he retired as our chief executive officer, a position he had held since 1988. Mr. Marcus’ long-time service as our chief executive officer and chairman of the board led to our conclusion that he should serve as a director of the Company, including as our chairman of the board.(1)(2)		81		1969
		Gregory S. Marcus		Our chief executive officer since January 2009 and our president since January 2008. Prior thereto, he was our senior vice president — corporate development. Mr. Marcus’ experience with our Company since 1999 in various positions, including his current role as our chief executive officer, led to our conclusion that he should serve as a director of the Company.(1)(2)(3)		52		2005
		Diane Marcus Gershowitz		Real estate management and investments. Ms. Gershowitz’s long-standing service on our board and her expertise in real estate matters led to our conclusion that she should serve as a director of the Company.(1)(2)		78		1985

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE BOARD’S NOMINEES. COMMON SHARES OR CLASS B SHARES REPRESENTED AT THE MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” EACH OF THE BOARD’S NOMINEES.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of Directors

Based on a review by our board of directors of the direct and indirect relationships that each of the thirteen directors currently serving on the board of directors has with the Company, including the relationships between the Company and Selig Leasing Co., Inc. and Major League Baseball and the relationship between the Company and Gehl Foods, LLC, the board of directors has determined that each of Messrs. McKeithan, Selig, Hoeksema, Milstein, Haase, Ericson, Stark and Baum and Ms. Gehl are “independent directors” as defined by the rules of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (“SEC”).

Board Leadership Structure

Currently, Mr. Gregory Marcus serves as our chief executive officer and Mr. Stephen Marcus serves as our chairman of the board of directors. Our board of directors does not have a policy on whether or not the roles of chief executive officer and chairman of the board should be separate. Instead, our Corporate Governance Policy Guidelines provide that our board of directors has the authority to choose its chairman in any way it deems best for the Company and its shareholders at any given point in time. Since Mr. Stephen Marcus’ retirement as chief executive officer in 2009, our board of directors has determined that the separation of these roles most appropriately suits our Company because of Mr. Stephen Marcus’ long history with our Company, including his tenure as our chief executive officer, and his skills and experience within the industries in which we operate. Further, our board of directors believes that this split in roles allows Mr. Gregory Marcus to focus more of his energies on the management of our Company’s business. Our board of directors believes that there is no single board of directors leadership structure that would be most effective in all circumstances, and therefore retains the authority to modify this structure to best address our Company’s and our board of directors’ then current circumstances as and when appropriate. Additionally, our Corporate Governance Policy Guidelines provide that, if the chairman of the board of directors is an employee director or is otherwise not an independent director, then the Corporate Governance and Nominating Committee will recommend to the board of directors, and the board of directors will appoint, an independent director to serve as Lead Independent Director. Currently, Bronson J. Haase serves as our Lead Independent Director. The Lead Independent Director’s responsibilities include:

Our board of directors and, in particular, the Audit Committee are involved on an ongoing basis in the general oversight of our material identified enterprise-related risks. Each of our chief executive officer, chief financial officer and general counsel, with input as appropriate from other management members, report and provide relevant information directly to our board of directors and/or the Audit Committee on various types of identified material financial, reputational, legal, environmental and business risks to which we are or may be subject, as well as mitigation strategies for certain key identified material risks. These reports, information and strategies are then reviewed, approved and monitored on an ongoing basis by our board of directors and/or the Audit Committee. Our board of directors’ and Audit Committee’s roles in our risk oversight process have not affected our board of directors leadership structure.

Code of Conduct

The board of directors has adopted The Marcus Corporation Code of Conduct that applies to all of our directors, officers and employees. The Code of Conduct, which the board of directors amended during fiscal 2016, is available under the “Governance” section of our website, www.marcuscorp.com. If you would like us to mail you a copy of our Code of Conduct, free of charge, please contact Thomas F. Kissinger, Senior Executive Vice President, General Counsel and Secretary, The Marcus Corporation, 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125.

Committees of the Board of Directors

Our board of directors has an Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee. Each committee operates under a written charter and the charters of our Audit, Compensation and Corporate Governance and Nominating Committees are available under the “Governance” section of our website, www.marcuscorp.com. Our board of directors and each committee also operate under our Corporate Governance Policy Guidelines, which are available under the “Corporate Governance and Nominating Committee” tab of the “Governance” section of our website. If you would like us to mail you a copy of our Corporate Governance Policy Guidelines or a committee charter, free of charge, please contact Mr. Kissinger at the above address.

Audit Committee.  Our board of directors has an Audit Committee whose principal functions are to: (1) appoint and establish the compensation for and oversee our independent auditors; (2) review annual audit plans with management and our independent auditors; (3) preapprove all audit and non-audit services provided by our independent auditors; (4) oversee management’s evaluation of the adequacy of our internal and business controls, disclosure controls and procedures, and risk assessment and management; (5) review areas of financial risk that could have a material adverse effect on our results of operations and financial condition with management and our independent auditors; (6) evaluate the independence of our independent auditors; (7) review, in consultation with management and our independent auditors, financial reporting and accounting practices of comparable companies that differ from our own; and (8) receive, retain and address complaints (including employees’ confidential, anonymous submission of concerns) regarding financial disclosure and accounting and auditing matters. During fiscal 2016, our Audit Committee consisted of Philip L. Milstein (Chairman), Daniel F. McKeithan, Jr., Brian J. Stark and Katherine M. Gehl. As of the date of this proxy statement, our board of directors has not yet determined whether it will appoint a replacement for Mr. McKeithan to the Audit Committee. Each member of our Audit Committee is an independent, non-employee director as defined by the rules of the NYSE and the SEC. In addition, the board of directors has determined that each of the members of the Audit Committee is an “audit committee financial expert,” as that term is defined by the rules and regulations of the SEC. The Audit Committee met five times during fiscal 2016. See “Audit Committee Report.”

Compensation Committee.  Our board of directors also has a Compensation Committee whose principal functions are to: (1) evaluate and establish the compensation, bonuses and benefits of our officers and other key employees and of the officers and other key employees of our subsidiaries; and (2) administer our executive compensation plans, programs and arrangements. See “Compensation Discussion and Analysis.” During fiscal 2016, our Compensation Committee consisted of Allan H. Selig (Chairman), James D. Ericson and Philip L. Milstein. As of the date of this proxy statement, our board of directors has not yet determined who will replace Mr. Ericson on the Compensation Committee. Each member of our Compensation Committee is an independent, non-employee director as defined by the rules of the NYSE and the SEC. The Compensation Committee met twice during fiscal 2016. See “Compensation Discussion and Analysis.”

Corporate Governance and Nominating Committee.  Our board of directors also has a Corporate Governance and Nominating Committee whose principal functions are to: (1) develop and maintain our Corporate Governance Policy Guidelines; (2) develop and maintain our Code of Conduct; (3) oversee the interpretation and enforcement of our Code of Conduct; (4) receive and review matters brought to the committee’s attention pursuant to our Code of Conduct; (5) evaluate the performance of our board of directors, its committees and committee chairmen and our directors; and (6) recommend individuals to be elected to our board of directors. During fiscal 2016, our Corporate Governance and Nominating Committee consisted of Bronson J. Haase (Chairman), Timothy E. Hoeksema, Daniel F. McKeithan, Jr., Brian J. Stark and Katherine M. Gehl. As of the date of this proxy statement, our board of directors has not yet determined whether it will appoint a replacement for Mr. McKeithan to the Corporate Governance and Nominating Committee. Each member of our Corporate Governance and Nominating Committee is an independent, non-employee director as defined by the rules of the NYSE and the SEC. The Corporate Governance and Nominating Committee met twice during fiscal 2016.

The Corporate Governance and Nominating Committee performs evaluations of the board of directors as a whole, the non-management directors as a group, and each director individually. In addition, the Corporate Governance and Nominating Committee regularly assesses the appropriate size of our board of directors and whether any vacancies on the board of directors are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise or the board decides to increase the size of our board of directors, the Corporate Governance and Nominating Committee will identify prospective nominees, including those nominated by management, members of our board of directors and shareholders, and will evaluate such prospective nominees against the standards and qualifications set out in the Corporate Governance and Nominating Committee Charter, including the individual’s range of experience, wisdom, integrity, ability to make independent analytical inquiries, business experience and acumen, understanding of our business and ability and willingness to devote adequate time to board and committee duties. While the Corporate Governance and Nominating Committee does not specifically have a formal policy relating to the consideration of diversity in its process to select and evaluate director nominees, our Corporate Governance Policy Guidelines provide that the board of directors shall be committed to a diversified membership. Accordingly, the Corporate Governance and Nominating Committee seeks to have our board of directors represent a diversity of backgrounds, experience, gender and race.

The Corporate Governance and Nominating Committee does not evaluate shareholder nominees differently from any other nominee. Pursuant to procedures set forth in our By-laws, the Corporate Governance and Nominating Committee will consider shareholder nominations for directors if we receive timely written notice, in proper form, of the intent to make a nomination at a meeting of shareholders. We did not receive any shareholder nominations for directors to be considered at the Meeting. To be timely for the 2018 Annual Meeting of Shareholders, any shareholder director nominations must be received by the date identified under the heading “Other Matters.” To be in proper form, the nomination must, among other things, include each nominee’s written consent to serve as a director if elected, a description of all arrangements or understandings between the nominating shareholder and each nominee, and information about the nominating shareholder and each nominee. These requirements are detailed in our By-laws, which are attached as an exhibit to our Current Report on Form 8-K dated October 13, 2015. A copy of our By-laws will be provided upon written request to Mr. Kissinger at the above address.

Finance Committee.  Our board of directors also has a Finance Committee whose principal functions are to, upon the request of Company management, provide preliminary review, advice, direction, guidance and/or consultation with respect to potential transactions. During fiscal 2016, our Finance Committee consisted of Stephen H. Marcus (Chairman), James D. Ericson, Diane Marcus Gershowitz, Philip L. Milstein and Allan H. Selig. As of the date of this proxy statement, our board of directors has not yet determined whether it will appoint a replacement for Mr. Ericson to the Finance Committee. The Finance Committee did not meet during fiscal 2016.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our board of directors or Compensation Committee.

Board Meetings, Director Attendance, Executive Sessions and Presiding Director

Our board of directors met four times during fiscal 2016. Each of our directors attended at least 75% of the aggregate of the number of board meetings and number of meetings of the committees on which he or she served during his or her tenure during fiscal 2016. Our non-management directors meet periodically in executive sessions without management present. The Lead Independent Director serves as the chairman of all meetings of our non-management directors.

Directors are expected to attend our annual meeting of shareholders each year. At the 2016 annual meeting of shareholders, all of our directors then serving were in attendance in person.

Contacting the Board

Interested parties may contact our board of directors, a group of directors (including our non-management directors), or a specific director by sending a letter, regular or express mail, addressed to our board of directors or the specific director in care of Mr. Kissinger at the above address. Mr. Kissinger will promptly forward appropriate communications from interested parties to the board of directors or the applicable director.

STOCK OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth information as of the Record Date as to our Common Shares and Class B Shares beneficially owned by: (1) each of our directors and nominees for director; (2) each of our executive officers named in the Summary Compensation Table set forth below under “Compensation Discussion and Analysis;” (3) all such directors and executive officers as a group; and (4) all other persons or entities known by us to be the beneficial owner of more than 5% of either class of our outstanding capital stock. A row for Class B Share ownership is not included for individuals or entities who do not beneficially own any Class B Shares.

Name of Individual or Group/Class of Stock		Sole Voting and Investment Power(1)				Shared Voting and Investment Power(1)				Total Share Ownership and Percentage of Class(1)				Percentage of Aggregate Voting Power(1)
Directors and Named Executive Officers
Stephen H. Marcus(2)
Common Shares			21,895				6,003				27,898
												*			45.2	%
Class B Shares			4,734,902				52,070				4,786,972
											55.0	%
Diane Marcus Gershowitz(2)
Common Shares			9,997	(3)			0				9,997	(3)
												*			29.4	%
Class B Shares			2,872,147				247,104				3,119,251
											35.9	%
Gregory S. Marcus
Common Shares			464,256	(4)(5)			75				464,331	(4)(5)
											2.4	%			2.6	%
Class B Shares			210,230				18,233				228,463
											2.6	%
Daniel F. McKeithan, Jr.
Common Shares			16,384	(3)			17,540	(6)			33,924	(3)(6)
												*				*
Allan H. Selig
Common Shares			29,649	(3)			0				29,649	(3)
												*				*
Timothy E. Hoeksema
Common Shares			15,890	(3)			14,502				30,392	(3)
												*				*
Philip L. Milstein
Common Shares			68,442	(3)			0				68,442	(3)
												*				*
Class B Shares			0				62,055	(7)			62,055	(7)
												*
Bronson J. Haase
Common Shares			21,353	(3)			6,204				27,557	(3)
												*				*
Brian J. Stark
Common Shares			11,290	(3)			0				11,290	(3)
												*				*

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis, or “CD&A,” provides information about our compensation philosophy, principles and processes for our chairman of the board, our chief executive officer, our chief financial officer and our two other most highly compensated executive officers for fiscal 2016 who were serving as executive officers as of December 29, 2016, the last day of fiscal 2016. We sometimes collectively refer to these executive officers in this CD&A as our “named executive officers.”

This CD&A is intended to provide you with a better understanding of why and how we make our executive compensation decisions and facilitate your reading of the information contained in the tables and descriptions that follow this discussion. This CD&A is organized as follows:

Overview of Our Executive Compensation Philosophy

Our executive compensation and benefit programs are designed to advance the following core compensation philosophies and principles:

In October 2015, we changed our fiscal year end from the last Thursday in May to the last Thursday in December, which resulted in a 31-week transition period ended December 31, 2015, which we refer to in this proxy statement as the “Transition Period.” At our 2016 annual meeting of shareholders, our shareholders were asked to approve, by advisory vote, the compensation of our named executive officers during the Transition Period as disclosed in the proxy statement for our 2016 annual meeting. At our 2016 annual meeting, over 99% of the votes cast and over 98% of all shares entitled to vote at the meeting were voted in favor of the compensation of our named executive officers. In developing our executive compensation and benefit programs that were in effect for fiscal 2016, we considered our shareholders’ resounding approval of our executive compensation and benefit programs for the Transition Period at our 2016 annual meeting. As a result, and as we describe in this CD&A, we maintained during fiscal 2016 many of the same executive

compensation and benefit programs that were overwhelmingly approved by our shareholders at our 2016 annual meeting.

Role of Our Compensation Committee

Our Compensation Committee, or “Committee,” attempts to ensure that our executive compensation and benefit programs are consistent with our core compensation philosophies and principles by:

Our Compensation Committee annually engages the services of Towers Watson to provide the Committee with then current survey and benchmarking compensation data on a position-by-position basis for each of our named executive officers on a composite aggregated basis for various selected industry sectors. Specifically, Towers Watson has annually provided our Committee with composite aggregated data respecting the base salary and total cash compensation (i.e., base salary and bonuses) for similarly situated executives at other companies with comparable annual revenue levels in the following sectors: (1) all organizations (including and excluding financial service organizations); (2) all non-manufacturing organizations; (3) service organizations; and (4) leisure and hospitality organizations (including motion picture theatre organizations). The Committee chose these sectors so as to provide it with both a broad scope of applicable executive compensation data to consider, as well as more specific information at similarly-sized companies in comparable sectors. Towers Watson has not provided, and our Compensation Committee has not received, reviewed or considered, the individual identities of the companies which comprised these general sector categories of benchmarked organizations. For each of these sectors, Towers Watson has provided our Committee with aggregated compiled data and identified the 25^th percentile, median and 75^th percentile amounts for the base salary and total cash compensation amounts for executives similarly situated to the named executive officers in each sector. In particular, when reviewing this survey data, our Committee pays particular attention to the composite benchmark salary and cash compensation data related to the service organizations and leisure and hospitality companies, because our Committee believes that they are the most similar to our hotels and resorts and theatre divisions. In connection with our Committee’s long-term equity-based incentive award grants, Towers Watson also provided our Committee with composite aggregated data regarding the value of competitive long-term incentive plans for similarly situated executives at other companies with comparable revenue levels, identifying the 25^th percentile, median and 75^th percentile amounts.

Our Compensation Committee has the final authority to engage and terminate any compensation consultant, including Towers Watson, and is responsible for periodically evaluating any compensation consultant that it engages. Our Compensation Committee also has the responsibility to consider the independence of any compensation consultant before engaging the consultant. Prior to Towers Watson’s appointment for fiscal 2016, our Compensation Committee reviewed the independence of Towers Watson and the individual representatives of Towers Watson who serve as consultants to the Committee in light of SEC

rules and NYSE listing standards regarding the independence of compensation committee members and the specific factors set forth therein and concluded that Towers Watson’s work for the Committee does not raise any conflict of interest.

In addition to Towers Watson’s work for our Compensation Committee, a different division of Towers Watson provides actuarial services and pension plan consulting to us. In fiscal 2016, we paid such division approximately $40,000 for such actuarial and pension plan services which, given the relative sizes of both our organizations, we believe to be a relatively immaterial amount. As a result, our Compensation Committee concluded that Towers Watson’s provision of such actuarial and pension plan consulting services does not raise any conflict of interest.

In February 2017, our Compensation Committee conducted a thorough risk assessment of our compensation policies and practices. Our Committee evaluated the levels of risk-taking that could be potentially encouraged by each of our material compensation arrangements, after taking into account any relevant risk-mitigation features. As a result of this review, our Committee concluded that our compensation policies and practices do not encourage excessive or unnecessary risk-taking.

Total Compensation

The compensation paid to our named executive officers consists of four main elements: (1) salary; (2) an annual incentive cash bonus; (3) a long-term incentive compensation award, which includes an annual stock option grant, an annual restricted stock award and an annual long-term performance cash award; and (4) other benefits, including those made available under our employee benefit plans. The combination of these elements is intended to provide our named executive officers with fair and competitive compensation that rewards corporate and individual performance and helps attract, retain and motivate highly qualified individuals who contribute to our long-term success and value creation. Additionally, these compensation elements, particularly our annual incentive cash bonus and long-term incentive awards, are designed to foster a shareholder mentality and the continuation of our entrepreneurial spirit by encouraging our executives to take appropriate market-responsive risk-taking actions that help create long-term shareholder value.

While the relative amounts of salaries and benefits provided to our named executive officers are intended to be set at competitive levels compared to our surveyed group of benchmarked sectors, we provide our executives with the opportunity to earn significant additional amounts through performance-based annual cash bonuses and long-term incentive compensation programs.

For fiscal 2016, the total cash compensation (i.e., salary and annual cash bonus) paid to our named executive officers generally fell between the 50^th and 75^th percentile of the total cash compensation amounts paid to executives holding equivalent positions at our surveyed group of benchmarked sectors. In establishing these relative levels of compensation, our Committee first established the relative level of each of our named executive officer’s base salary at between the 50^th and 75^th percentile of the salary paid to similarly situated executives at our surveyed group of benchmarked sectors. These decisions were based on the considerations discussed in more detail below under “Elements of Compensation — Base Salaries.” Then, our Committee established the relative level of each of our named executive officer’s targeted annual cash bonus award that, if earned, would result in our payment of total cash compensation amounts that would generally fall between the 50^th and 75^th percentile of the total cash compensation paid to similarly situated executives at our surveyed group of benchmarked sectors. These decisions were based on the considerations discussed in more detail below under “Elements of Compensation — Annual Cash Bonuses.” Our Committee subjectively believed that the targeted relative levels of total cash compensation to our named executive officers resulting from this process generally reflected the highly experienced nature of our senior executive team and was generally consistent with our historical corporate financial performance, the individual performance of our named executive officers and our prior shareholder return. Our Committee also believed that these total cash compensation levels were reasonable in their totality and supported our core compensation philosophies and principles. However, in establishing these relative compensation levels, our Committee did not specifically compare any of the criteria listed in the prior two sentences to our surveyed group of benchmarked sectors. For fiscal 2016, our Committee established the range of potential total cash compensation payable to our named executive officers at the same relative levels compared to updated recent information for our benchmarked sectors.

Mr. Greg Marcus, as our chief executive officer and Mr. Rodriguez, as our theatre division president, have a higher percentage of their total compensation based on achieving their incentive bonus targets, because our Committee believes that they have the most potential to impact our corporate financial performance. Our Committee believes that this emphasis and allocation most effectively links pay-for-performance.

Elements of Compensation

Base Salary

Our Compensation Committee, in consultation with our chief executive officer (other than with respect to decisions affecting himself and our chairman), strives to establish competitive base salaries for our named executive officers set at between the 50^th and 75^th percentile of the salaries paid to similarly situated executives at our surveyed group of benchmarked sectors. Each executive officer’s salary is initially based on the level of his responsibilities, the relationship of such responsibilities to those of our other executive officers and his tenure at our company. We evaluate and adjust the base salaries of our named executive officers annually as of March 1 of each fiscal year. When evaluating and adjusting the salaries of our named executive officers (other than our chairman and chief executive officer), we consider the recommendations of our chief executive officer. In making his recommendations, our chief executive officer generally takes into account: (1) our corporate financial performance as a whole and on a divisional basis, when appropriate, for the most recent fiscal year compared to our historical and budgeted performance; (2) general economic conditions (including inflation) and the impact such conditions had on our operations and results; (3) each executive officer’s past, and anticipated future, contributions to our performance; (4) each executive officer’s compensation history with our company and the past levels of each element of total compensation; (5) how each executive officer’s salary compares to the range of salaries of similarly situated executives at our surveyed group of benchmarked companies; (6) new responsibilities, if any, recently delegated, or to be delegated, to such officer; and (7) the executive’s participation in significant corporate achievements during the prior fiscal year. Our Compensation Committee, while looking to our chief executive officer for his recommendations as to the salaries of our other named executive officers (other than with respect to himself and our chairman), also engages in its own independent review and judgment concerning such base salary adjustments based on the foregoing factors. When evaluating and adjusting our chief executive officer’s and chairman’s salary, our Compensation Committee independently, and without input from our chief executive officer, considers the factors cited above, as well as their respective ability to inspire subordinates with the vision of our company, and makes decisions accordingly. The seven factors listed above are only generally, and not individually or separately, analyzed, assessed and weighted by our Committee in its determination of the amount of base salary of each individual named executive officer. Our Committee subjectively assesses these factors in the aggregate based on the recommendations of our chief executive officer for all named executive officers other than himself and our chairman and, in the case of our chairman and chief executive officer, by our Committee on its own accord.

As a result of the process described above, for fiscal 2016, Stephen H. Marcus, Gregory S. Marcus, Douglas A. Neis, Thomas F. Kissinger and Rolando B. Rodriguez received increases of 2.2%, 2.0%, 2.6%, 2.6% and 2.5%, respectively, in their base salaries. In fiscal 2016, the base salaries paid to Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez represented 49%, 26%, 39%, 40% and 32%, respectively, of their respective total compensation for the fiscal 2016 as set forth below in the Summary Compensation Table. Based upon our analyzing similar factors earlier this calendar year, for fiscal 2017, Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez received an increase in their annual base salary of 8.7%, 5.0%, 3.0%, 3.2% and 5.4%, respectively.

Annual Cash Bonuses

We establish targeted potential annual cash bonus awards at the beginning of each fiscal year pursuant to our variable incentive plan, which our Compensation Committee administers. Our variable incentive plan allows our Committee to select from a variety of appropriate financial metrics upon which to base the financial targets for achieving a corresponding annual incentive bonus. Under our variable incentive plan, our Committee may choose from one or more of the following financial metrics, either in absolute terms or in comparison to prior year performance or publicly available industry standards or indices: revenues; gross operating profit; operating income; pre-tax earnings; net earnings; earnings per share; earnings before interest, taxes, depreciation and amortization (“EBITDA”); economic profit; operating margins and statistics; financial return and leverage ratios; total shareholder return metrics; or a company-specific financial metric (such as Adjusted EBITDA, adjusted consolidated pre-tax income (“API”) or adjusted division pre-tax income (“ADI”)). Additional financial measures not specified in the variable incentive plan may be considered if our Committee determines that the specific measure contributes to achieving the primary goal of our incentive plan — sustained growth in long-term shareholder value. Our Committee retains the ability to consider whether an adjustment of the selected financial goals for any year is necessitated by exceptional circumstances. This ability is intended to be narrowly and infrequently used.

Targeted annual bonus awards under the variable incentive plan may be based on our relative achievement of the selected consolidated financial targets and/or divisional financial targets, as well as on discretionary individual performance measures that help enhance shareholder value as subjectively determined by our Compensation Committee. Our Committee also from time to time has granted special compensation awards to our named executive officers and other key employees to reward their integral involvement in significant corporate achievements or events. In fiscal 2016, our Committee granted special compensation awards to Messrs. Neis, Kissinger and Rodriguez to reward their significant contributions in connection with our acquisition of 14 Wehrenberg-branded theatres in December 2016.

At the beginning of each fiscal year, our Committee establishes applicable financial targets for such fiscal year for purposes of granting our named executive officers’ target incentive cash bonus opportunities for that fiscal year. For each selected applicable financial target, our Committee also establishes a threshold minimum level of financial performance and a maximum level of financial performance relative to such target. If our actual financial performance equals our targeted financial metric, then the portion of our incentive bonus payouts based on achieving that financial target will be equal to 100% of the targeted bonus amount. If we do not achieve the specified minimum threshold level of financial performance, then no incentive bonus payouts based on financial performance will be paid. If we equal or exceed the specified maximum level of financial performance, then we will pay out up to 320% of the targeted amount of the incentive bonuses based on the level that we exceed the selected financial performance metric. Financial performance between the threshold and target levels and between the target and maximum levels will result in a prorated portion of the financial-based bonus being paid.

Our Committee established the financial component of each named executive officer’s fiscal 2016 target incentive bonus opportunity as a percentage of API for corporate officers and as a percentage of theatre division ADI for Mr. Rodriguez. Additionally, the Committee established each named executive officer’s individual performance component of their fiscal 2016 target incentive bonus opportunity as a fixed percentage of their base salary, which was generally intended to approximate 25 – 35% of the total fiscal 2016 target incentive bonus opportunity for our chairman, chief executive officer and theatre division president and 40 – 50% for all of our other named executive officers, although these percentages may vary from year to year. If earned, our Committee believed that the bonuses at the target levels would result in our payment of total direct compensation to our named executive officers that would generally fall between the 50^th and 75^th percentile of total direct compensation paid to similarly situated executives at our benchmarked sectors. For fiscal 2016, targeted incentive bonus amounts for Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez were $131,714, $444,631, $130,714, $136,864 and $197,283, respectively.

As a result of the foregoing, the targeted fiscal 2016 incentive bonus award for Mr. Rodriguez was based approximately 75% on achieving the fiscal 2016 ADI target of the theatre division, and approximately 25% on achieving his individual performance measures. The targeted fiscal 2016 theatre division ADI was

approximately $19.5 million. The targeted fiscal 2016 incentive bonus awards for Messrs. Stephen Marcus and Greg Marcus were based approximately 65 – 75% on achieving our fiscal 2016 consolidated API target of $42.9 million and approximately 25 – 35% on achieving their applicable individual performance measures. The targeted fiscal 2016 incentive bonus amounts for Messrs. Neis and Kissinger were based approximately 55% on achieving our fiscal 2016 consolidated API target and approximately 45% on achieving their applicable individual performance measures. We established these API and ADI targets for fiscal 2016 based on a consistent methodology that encourages growth over an average of prior years’ performance for both our company and our theatre division. We established these targets with the belief that the level of achievability of the targets would likely be consistent with the relative level of achievement of our historical financial targets. Since the implementation of our incentive plan, we have achieved between 25% – 153% of the applicable bonus based upon our consolidated financial targets and 0% – 330% of the applicable bonus based upon our division financial targets. Individual performance measures for fiscal 2016 included such officer’s individual contributions and achievements during fiscal 2016, particularly as such contributions and achievements relate to advancing our entrepreneurial spirit. For purposes of determining the relative achievement of our fiscal 2016 financial targets, we defined “API” as consolidated earnings before income taxes, excluding gains and losses from dispositions of assets, preopening expenses and unusual items, and less a goodwill amortization charge. Similarly, for these purposes, we defined “ADI” generally in the same manner as we do API, except that division earnings before income taxes is our beginning baseline metric instead of consolidated earnings before income taxes, and we also subtract an intercompany rent charge for company-owned real estate associated with each division. Our Committee also retained the ability to consider whether an adjustment of the selected financial goals for any year is necessitated by exceptional circumstances. This ability is intended to be narrowly and infrequently used and no such adjustments were made in fiscal 2016.

For fiscal 2016, our actual API was approximately $58.3 million, or approximately 136% of our target amount of $42.9 million, resulting in a bonus achievement based upon this financial measure of approximately 218%. Similarly, our actual fiscal 2016 theatre division ADI was approximately $36.9 million, or 189% of the target amount of $19.5 million, resulting in a bonus achievement based upon this financial measure of approximately 379%. Our Compensation Committee subjectively analyzed on a discretionary basis an executive officer’s relative achievement of other fiscal 2016 individual performance measures, including achievements relating to advancing entrepreneurial spirit, with respect to each individual executive officer based on the recommendations of our chief executive officer for all named executive officers other than himself and our chairman and, in the case of our chief executive officer and our chairman, by our Committee on its own accord. As a result, and because each named executive officer was determined to have successfully achieved each of his respective individual performance criterion, Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez earned fiscal 2016 incentive bonus amounts of $232,579, $848,092, $213,928, $220,078 and $623,605, respectively.

The targeted fiscal 2017 incentive bonus award for Mr. Rodriguez is based approximately 80% on achieving the fiscal 2017 ADI target of the theatre division and approximately 20% on achieving his individual performance measures. The targeted fiscal 2017 incentive bonus awards for Messrs. Stephen Marcus and Greg Marcus is based approximately 70 – 80% on achieving our fiscal 2017 consolidated API target and approximately 20-30% on achieving their applicable individual performance measures. The targeted fiscal 2017 incentive bonus amounts for Messrs. Neis and Kissinger are based approximately 60% on achieving our fiscal 2017 consolidated API target and approximately 40% on achieving their applicable individual performance measures. As was the case for fiscal 2016, we established these API and ADI targets for fiscal 2017 based on a consistent methodology that encourages growth over an average of prior years’ performance for both our company and our theatre division. Similarly, we established these targets with the belief that the level of achievability of the targets would likely be consistent with the relative level of achievement of our historical financial targets.

Long-Term Incentive Awards

We believe that long-term incentive awards support our core compensation philosophies and objectives because they encourage entrepreneurism and help our named executive officers to maintain a shareholder mentality in managing our businesses. We believe that using long-term incentive awards as an important component of our executive compensation package will further our goals of promoting continuity of management and increasing incentive and personal interest in our welfare by those employees who are primarily responsible for shaping or carrying out our long-range plans and securing our continued growth and financial success. Historically, we have granted stock options to a broad range of employees because we believe it is beneficial to our shareholders to have our employees maintain a shareholder orientation and an entrepreneurial spirit. In fiscal 2016, 63% of our employee stock options were granted to employees other than our named executive officers. For fiscal 2017, this percentage remains similarly high at 66%.

Our long-term incentive plan for our senior executives includes a mix of three compensation elements: stock options (typically expected to constitute approximately 35 – 40% of each annual long-term incentive award), performance cash (typically expected to constitute approximately 40% of each annual long-term incentive award) and restricted stock (typically expected to constitute approximately 20 – 25% of each annual long-term incentive award). Our Committee granted Mr. Rodriguez a larger percentage of his initial long-term incentive award in the form of restricted stock as an incentive to join the Company. Our Committee tries to target the relative size of our annual long-term incentive grants to place us at or above the median level of long-term grants provided by our benchmarked companies. Stock options granted under the plan generally become exercisable 40% after two years, 60% after three years, 80% after four years and 100% after five years of the date of grant. The options generally expire ten years from the date of grant as long as the optionee is still employed with the Company. Our restricted stock grants have a vesting schedule of 50% after the third anniversary of grant and 100% after the fifth anniversary. Mr. Stephen Marcus is not eligible to receive any equity-based award grants under our stock option and equity awards plans.

Our long-term incentive plan for our senior executives includes a performance cash component in order to increase the plan’s emphasis on linking the total compensation of our named executive officers to the relative level of our operating performance over the longer term. The performance cash component’s measurement period is five years for grants made in fiscal 2014, fiscal 2015, the Transition Period, fiscal 2016 and fiscal 2017 for Messrs. Greg Marcus, Neis and Kissinger. The performance cash component’s measurement period is three years for grants made in fiscal 2014, four years for grants made in fiscal 2015 and five years for grants made in the Transition Period, fiscal 2016 and fiscal 2017 for Mr. Rodriguez. For grants issued prior to fiscal 2016, the performance cash component’s measurement period will continue to be based upon our prior fiscal year-end (last Thursday in May). The measurement period for grants beginning in fiscal 2016 will be based upon our new fiscal year-end (last Thursday in December). The performance measures for the performance cash component are our average return on invested capital, or ROIC, during the relevant measurement period, and our Adjusted EBITDA growth rate during the relevant measurement period, each of which is measured and calculated independently of each other, but with the relative achievement of our ROIC levels weighted 75% of the targeted total pay-out amount and our relative achievement of our Adjusted EBITDA growth rate weighted 25%. Under our cash performance plan, if our relative ROIC and/or Adjusted EBITDA growth rate over the relevant measurement period is equal to the 25^th percentile of the respective Russell 2000 ROIC and/or Adjusted EBITDA growth rate over the measurement period, then the payment made to our named executive officers will be equal to 25% of the target pay-out amount for such respective performance measure. If we achieve performance of either or both measures equal to the 50^th percentile, then the pay-out will be 100% of the target pay-out amount for such respective performance measure. If we achieve performance of either or both measures equal to the 75^th percentile, then the pay-out will be 150% of the target pay-out amount for such respective performance measure. Performance achievements in between these percentiles will result in prorated pay-outs based on the foregoing pay-out ratios.

Based on the foregoing considerations, our Committee granted the following fiscal 2016 long-term incentive awards to our named executive officers (other than to our chairman) based on benchmarking data provided to it by Towers Watson, as well as the recommendations of our chief executive officer (other than with respect to himself).

Name		Total Dollar Value of Long-Term Incentive Award (100%)				Dollar Value/ Shares(1) of Option Component (26 – 30%)				Dollar Value/ Shares(2) of Restricted Stock Component (16 – 20%)				Dollar Value of Performance Cash Component Target Award (54%)
Mr. G. Marcus		$	739,368			$	223,440 / 28,500			$	116,928 / 6,300			$	399,000
Mr. D. Neis		$	288,888			$	87,416 / 11,150			$	45,472 / 2,450			$	156,000
Mr. T. Kissinger		$	318,544			$	96,432 / 12,300			$	50,112 / 2,700			$	172,000
Mr. R. Rodriguez		$	371,312			$	98,000 / 12,500			$	73,312 / 3,950			$	200,000

Our Committee granted the following fiscal 2017 long-term incentive awards to our named executive officers (other than to our chairman) based on benchmarking data provided to it by Towers Watson, as well as the recommendations of our chief executive officer (other than with respect to himself).

Name		Total Dollar Value of Long-Term Incentive Award (100%)				Dollar Value/ Shares(1) of Option Component (36 – 41%)				Dollar Value/ Shares(2) of Restricted Stock Component (18 – 24%)				Dollar Value of Performance Cash Component Target Award (40 – 41%)
Mr. G. Marcus		$	1,303,600			$	536,000 / 40,000			$	237,600 / 8,000			$	530,000
Mr. D. Neis		$	550,990			$	221,100 / 16,500			$	109,890 / 3,700			$	220,000
Mr. T. Kissinger		$	566,660			$	227,800 / 17,000			$	112,860 / 3,800			$	226,000
Mr. R. Rodriguez		$	741,200			$	268,000 / 20,000			$	178,200 / 6,000			$	295,000

Stock Option Policies

We generally follow a practice of granting stock options to all selected and then serving executives once a year on an annual fixed-date basis, with an effective grant date as of the third business day after the public release of our prior fiscal year financial results. We follow this practice so that the exercise price associated with our annual stock option grants is generally then most likely to reflect all then currently publicly available material information about our company. For newly-hired executives or other employees to whom we determine to grant equity-based awards, such grants are effective on the date on which our Committee approves such grants. We only grant options with an exercise price equal to the closing sale price of our Common Shares on the effective date of grant. All options are granted with an exercise price equal to 100% of the fair market value (i.e., closing sale price) of our Common Shares on the date of grant. Our options generally vest and become exercisable with respect to 40% of the shares after two years from the grant date, 60% after three years, 80% after four years and 100% after five years, and expire ten years after the grant date.

We have adopted a policy that prohibits the repricing of stock options, and we have never repriced any options (other than in connection with making equitable adjustments as required under our stock option and equity awards plans in connection with stock splits and our special cash dividend). Similarly, we have never

engaged in any type of so-called stock option “back dating” practices or other similar grant date manipulations of stock options, and we will never do so in the future. While our chief executive officer recommends the recipients of our equity-based awards and the relative level of such awards, we do not delegate grant authority to him or any other members of our management.

We try to maintain our so-called “burn rate” of annual equity grants at around 1% of our fully-diluted outstanding Common Shares. In fiscal 2016 and fiscal 2017 to date, our total annual burn rate was approximately 0.7% and 1.1%, respectively, with approximately 0.3% and 0.4%, respectively, attributable to stock options and restricted stock granted to our named executive officers.

Other Benefits

Qualified Retirement Plan

Our 401k Retirement Savings Plan (formerly known as the Pension Plus Plan) is a profit-sharing plan with Code Section 401(k) features and covers all of our eligible employees and eligible employees of our subsidiaries, including our named executive officers, and uses a participating employee’s aggregate direct compensation as the basis for determining the employee and employer contributions that are allocated to the employee’s account. A participating employee may elect to make deposits of up to 60% of his or her annual compensation. The 401k Retirement Savings Plan also provides for three types of employer contributions: (1) a basic contribution equal to 1% of a participating employee’s annual compensation; (2) a discretionary matching contribution, which is currently equal to one-fourth of the employee’s pre-tax deposits not exceeding 6% of such annual compensation; and (3) a discretionary profit performance contribution determined by our board of directors each year. For purposes of the profit performance contribution, we and our subsidiaries are divided into at least three profit sharing groups, and the profit performance contribution for the participating employees employed by a particular profit sharing group is dependent on our overall operations meeting profitability targets, our having achieved a positive return on shareholders’ equity and that profit sharing group’s operating performance having been profitable. A participating employee’s share of the annual profit performance contribution, if any, for the employee’s profit sharing group is determined by multiplying the contribution amount by the ratio of the participating employee’s annual compensation to the aggregate annual compensation of all participating employees in that profit sharing group. For 2017, the 401k Retirement Savings Plan will provide only one type of employer contribution: a matching contribution equal to 100% of the first 3% of compensation and 50% of the next 2% of compensation deposited by an employee into the 401k Retirement Savings Plan. The employee’s deposits, the employer basic contributions and the 2017 and later matching contributions allocated to a participating employee’s account are fully vested upon deposit, and the employer pre-2017 matching and profit performance contribution are subject to a graduated vesting schedule resulting in full vesting after six years of service. Each participating employee has the right to direct the investment of the employee’s account in one or more of several available investment funds, including Common Shares. The vested portion of a participating employee’s account balance becomes distributable only after the employee’s termination of employment or upon attainment of age 59½, although the employee has the right while employed to borrow a portion of such vested portion or make a withdrawal of the employee’s own deposits for certain hardship reasons that are prescribed by applicable federal law.

Nonqualified Deferred Compensation

Our Deferred Compensation Plan is a nonqualified defined contribution program whereby our eligible employees, including our named executive officers, may voluntarily make irrevocable elections to defer receipt of up to 100% of their annual cash compensation (i.e., salary and/or incentive bonus) on a pre-tax basis. The irrevocable election must be made prior to the start of any calendar year to which it applies and must specify both a benefit payment commencement date and a form of payment (i.e., lump sum or periodic installments). During each quarter of the deferral period, we apply to the deferred amount an earnings credit based on the average prime interest rate of a designated Milwaukee, Wisconsin bank. The benefits payable under the Deferred Compensation Plan (i.e., the employee’s deferred amount plus his or her earnings credits) will be paid out of our general corporate assets as they become due (i.e., after the employee’s specified commencement date).

Our Retirement Income and Supplemental Retirement Plan, or our “Supplemental Plan,” is available to eligible employees with annual compensation in excess of a specified level ($120,000 for calendar years 2016 and 2017), including each of our named executive officers. The Supplemental Plan includes two components. The first component applies to certain participants (called “RIP Participants”) and provides nonqualified pension benefits consistent with those that the Supplemental Plan has historically provided. The second component applies to all other participants (called “SRP Participants”) and provides an account-based supplemental retirement benefit. All benefits payable under the Supplemental Plan are paid out of our general corporate assets as they become due after retirement or other termination.

A RIP Participant is an eligible employee who was a participant in the Supplemental Plan on December 31, 2008, and who met at least one of the following requirements on January 1, 2009: (1) the participant was age 50 or older; (2) the participant had 20 or more years of service; or (3) the participant was a member of the Corporate Executive Committee. All of our named executive officers are RIP Participants.

A RIP Participant in the Supplemental Plan is entitled to receive annual benefits substantially in accordance with the table set forth below, except that the amounts shown in the table do not reflect the applicable reductions for Social Security benefits and benefits funded by employer contributions that are payable under our other employee benefit plans. For a RIP Participant entitled to the highest level of Social Security benefits who retires at age 65 during calendar year 2016, the reduction in annual Supplemental Plan benefits would equal approximately $30,500.

		Estimated Annual Pension Plan Benefits for Representative Years of Service
Final Five-Year Average Compensation		15				20				25				30
$100,000		$	25,000			$	33,300			$	41,667			$	50,000
200,000			50,000				66,600				83,334				100,000
350,000			87,500				116,550				145,834				175,000
500,000			125,000				166,500				208,335				250,000
650,000			162,500				216,450				270,835				325,000
800,000			200,000				266,400				333,333				400,000
950,000			237,500				316,350				395,836				475,000

The Supplemental Plan provides annual benefits to RIP Participants (calculated on a straight life annuity basis assuming the benefits commence at age 65) based on a formula that takes into account the employee’s average total compensation for the five highest compensation years within the employee’s last ten compensation years and the employee’s years of service (up to a maximum of 30). In calculating employee compensation for purposes of determining contributions to the Supplemental Plan for RIP Participants, we use a participating employee’s total cash compensation (which, for the named executive officers, is comprised of the salary and bonus amounts listed in the “Summary Compensation Table” below), excluding long-term performance cash amounts. In addition to a reduction equal to 50% of Social Security benefits, the Supplemental Plan reduces its benefits for RIP Participants by the benefits attributable to the employer contributions received by the participating employee under our other employee benefit plans, such as the 401k Retirement Savings Plan and our former qualified pension plans.

A RIP Participant is entitled to benefits under the Supplemental Plan upon normal retirement on or after age 65, early retirement after age 60 with at least five years of service, disability retirement after at least five years of service and other termination of employment after at least five years of service. A graduated vesting schedule, which provides for 50% vesting after five years of service and an additional 10% for each year of service thereafter, applies in the case of termination of employment before completing ten years of service or qualifying for normal, early or disability retirement.

The Supplemental Plan provides that the retirement benefits to which Mr. Stephen Marcus, who is a RIP Participant, is entitled upon his separation from service with us commenced effective January 1, 2009 and we calculate such benefits as if Mr. Stephen Marcus had terminated his employment with us on December 31, 2008. As a result, Mr. Stephen Marcus receives approximately $300,127 in payments under our Supplemental Plan each fiscal year until his death.

The SRP Participants in the Supplemental Plan as of December 31, 2008 had their nonqualified supplemental pension benefits converted into an account balance benefit. The opening account balance for each of these individuals equaled the present value of his or her vested accrued supplemental pension benefit calculated under the Supplemental Plan as if such participant terminated employment on December 31, 2008. Each new SRP Participant in the Supplemental Plan will have an account balance benefit with an opening balance of zero.

Each SRP Participant’s account is credited with an allocation as of the last day of each calendar year if (1) the participant is considered a highly compensated employee for such year (for 2016 and 2017, had annual compensation in excess of $120,000 during the prior year), and (2) the participant has been credited with 1,000 hours of service during such year and is employed by us on the last day of such year, or has terminated employment during such year as a result of death, total and permanent disability, or retirement on or after age 65 with five years of service.

Each SRP Participant’s annual allocation depends on his or her employment status as of the last day of the calendar year. A SRP Participant who is a member of our corporate executive committee (group one), or who is a senior vice president, vice president, senior corporate associate or hotel general manager (group two), receives an allocation equal to a percentage of such participant’s compensation depending on such participant’s number of points. Points are determined by combining a participant’s age (as of his or her most recent birthday) and years of service as of the last day of a calendar year. The participant’s compensation for this purpose is his or her total direct compensation, excluding long-term performance cash amounts for periods. Each participant in group one or group two is eligible for an allocation equal to the percentage of compensation as forth in the following table:

Points		Group One Percentage of Compensation		Group Two Percentage of Compensation
<60		4%		2.0%
60 – 69		5%		2.5%
70 – 79		6%		3.0%
80+		7%		3.5%

Each other SRP Participant receives an allocation equal to 0.5% of his or her compensation, without regard to points. For 2017, in conjunction with the previously described increases in the 401k Retirement Savings Plan matching contribution, the percentage of compensation allocation for Group One and Group Two Participants was cut in half, and the 0.5% of compensation allocation for all other SRP Participants was eliminated. All accounts are credited quarterly with simple interest at the reference rate declared by Chase Bank N.A.

Each SRP Participant is 100% vested in his or her account upon termination of employment due to death, total and permanent disability, or retirement on or after age 65 with five years of service. In all other cases, an SRP Participant is vested in accordance with a graduated vesting schedule which provides for 50% vesting after five years of service and an additional 10% for each year of service thereafter. Each SRP Participant was required prior to December 31, 2008, to irrevocably elect the benefit payment date (or commencement date) and a form of payment for his or her account. Each new SRP Participant is required to make this election within the first 30 days of his or her participation date. Thereafter, every five years (e.g., 2010, 2015, 2020), a participant may make a new irrevocable election to apply to the allocations made to his or her account in the subsequent five years. An SRP Participant’s vested account will be paid on the later of his or her separation from service or the age elected by him or her, which must not be earlier than age 60 or later than age 65, or upon a total and permanent disability. An SRP Participant may elect to have his or her vested account paid in a single lump sum payment or installment payments over a number of years selected by the participant (not more than 10). If no election is made, an SRP Participant’s vested account will be paid in the form of a lump sum at the participant’s attainment of age 65, or separation from service, if later.

Executive Long Term Disability Plan

Our Executive Long Term Disability Plan provides supplemental long term disability insurance coverage for certain of our senior employees, including our named executive officers. The long term disability benefits that we provide under our Executive Long Term Disability Plan are in addition to any long term disability

benefits that we provide to our employees generally and are fully insured under one or more individual insurance policies that we issue to each participant in the Executive Long Term Disability Plan. We are the named fiduciary for benefit claims under our Executive Long Term Disability Plan, and we have the right to determine all claims and appeals relating to the benefits that we provide under our Executive Long Term Disability Plan.

Perquisites

While our named executive officers may from time to time use certain of our properties for personal reasons, we generally incur no, or in some cases only nominal, incremental costs associated with such usage. We encourage our executive officers to personally use our properties because we believe that it is very important for our executives to be intimately familiar with our properties, our service and product offerings, and our markets. We believe that such personal hands-on experiences help us to enhance our customer services and be better positioned to understand, manage and operate our businesses. We otherwise provide only nominal perquisites to our named executive officers. No perquisites that we provided in fiscal 2016 to any named executive officer, individually or in the aggregate, had an incremental cost to us of in excess of $10,000.

Executive Stock Ownership

We have not adopted any executive or director stock ownership guidelines, although, as of the Record Date, the Marcus family beneficially owned approximately 31.2% of our outstanding shares and comprised the largest shareholder group in our company. Our other named executives each beneficially own significant amounts of our Common Shares through direct stock ownership, restricted stock awards and stock option grants. As of the Record Date, Messrs. Neis, Kissinger and Rodriguez beneficially owned 168,411, 145,558 and 20,970 shares, respectively. As a result, we believe that our senior management team’s financial interests are significantly and directly related to the economic interests of our shareholders without the necessity of imposing arbitrary stock ownership guidelines. We have adopted a policy prohibiting our directors, executive officers and substantial shareholders from trading in puts, calls and other derivative securities relating to our Common Shares. Our policy also prohibits our directors, executive officers and substantial shareholders from engaging in hedging or pledging transactions relating to our Common Shares. We believe that hedging against losses in our Common Shares breaks the alignment between our shareholders and our executives that the equity grants described in this CD&A are intended to build.

Impact of Tax, Accounting and Dilution Considerations

Prior to fiscal 2012, as a result of our executives’ compensation levels at the time, we did not take any action to qualify bonuses earned under our annual incentive bonus plan or restricted stock awards to comply with the regulations under Section 162(m) of the Code relating to the $1 million cap on executive compensation deductibility. We believed that stock options granted under our various stock option plans would qualify for tax deductibility under Section 162(m). At our 2011 annual meeting of shareholders, our shareholders approved an amendment and restatement of our 2004 Equity and Incentive Awards Plan (the “Plan”) to, among other things, make compensation awarded under the Plan eligible to qualify as “performance-based compensation” for purposes of Section 162(m), which qualification preserves the tax deductibility of such compensation in excess of the $1 million cap. The amendment and restatement also authorized the grant of cash-based incentive awards under the Plan to enable us to establish our future incentive award programs (annual and long-term) under the Plan and qualify the programs as performance-based compensation for purposes of Section 162(m) of the Code. We are asking our shareholders to re-approve the material terms of the performance goals at the Annual Meeting in order to preserve the tax deductibility of such compensation. Please see “Proposal 5 — Approval of the Material Terms of the Performance Goals Under Our Amended and Restated 2004 Equity Incentive Plan” below. Notwithstanding our intentions to qualify compensation payments for tax deductibility under Section 162(m), however, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given that compensation intended to satisfy the requirements for deductibility under Section 162(m) will so qualify. In addition, our Compensation Committee reserves the right to provide compensation that does not qualify as performance based compensation under Section 162(m) to the extent it believes such compensation is necessary to continue to provide competitive arrangements intended to attract and retain, and provide appropriate incentives to, qualified officers and other key employees.

In addition to Section 162(m) deductibility considerations, our Compensation Committee carefully considers the accounting and financial reporting expenses associated with our grants of equity-based awards. We also consider the relative level of potential dilution to our shareholders resulting from such grants. As a result, we attempt to maintain an annual equity-based grant burn rate level of approximately 1% of our fully-diluted outstanding Common Shares.

Summary Compensation Table

Set forth below is information regarding the compensation earned by, paid or awarded to Stephen H. Marcus, our chairman of the board, Gregory S. Marcus, our president and chief executive officer, Douglas A. Neis, our chief financial officer and treasurer, Thomas F. Kissinger, our senior executive vice president, general counsel and secretary, and Rolando B. Rodriguez, our executive vice president and chairman, president and chief executive officer of Marcus Theatres Corporation, during fiscal 2016, the Transition Period, fiscal 2015 and fiscal 2014. Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez comprised our named executive officers for fiscal 2016.

The following table sets forth for our named executive officers the following information for each relevant fiscal year: (1) the dollar amount of base salary earned; (2) the grant date fair value of all long-term equity-based awards held by each named executive officer; (3) the dollar amount of cash bonuses earned under our incentive bonus plan; (4) the change in pension value and the dollar amount of above-market earnings on nonqualified deferred compensation; (5) the dollar amount of all other compensation; and (6) the dollar value of total compensation.

Name and Current Principal Position		Fiscal Year				Salary				Bonus				Restricted Stock Awards(1)				Option Awards(2)				Non-Equity Incentive Plan Compensation(3)				Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4)				All Other Compensation(5)(6)				Total
Stephen H. Marcus Chairman of the Board			2016			$	458,861			$	—			$	—			$	—			$	232,579			$	(58,017	)		$	300,127			$	933,550
			TP				257,077				—				—				—				116,201				(175,839	)			219,219				416,658
			2015				418,385				—				—				—				142,010				40,000				372,201				972,596
			2014				398,846				—				—				—				134,552				142,000				364,649				1,040,047
Gregory S. Marcus President and CEO			2016			$	676,112			$	—			$	116,928			$	223,440			$	1,069,122			$	445,306			$	22,062			$	2,552,970
			TP				380,269				—				185,721				385,434				416,961				202,203				10,460				1,581,048
			2015				622,173				—				78,206				386,595				493,370				375,000				20,698				1,976,042
			2014				587,692				—				59,202				310,500				617,494				424,000				20,188				2,019,076
Douglas A. Neis CFO and Treasurer			2016			$	398,231			$	20,000			$	45,472			$	87,416			$	295,613			$	162,000			$	14,998			$	1,023,730
			TP				223,308				—				73,889				152,076				108,477				119,000				7,474				684,224
			2015				368,384				30,000				65,654				128,084				137,935				157,000				17,414				904,471
			2014				349,231				20,000				21,879				113,400				186,150				319,000				16,609				1,026,269
Thomas F. Kissinger Senior Executive Vice President, General Counsel and Secretary			2016			$	439,054			$	20,000			$	50,112			$	96,432			$	306,568			$	176,147			$	15,118			$	1,103,431
			TP				246,385				—				81,877				168,682				112,054				240,618				7,452				857,068
			2015				408,385				50,000				71,447				139,799				143,935				176,000				17,039				1,006,605
			2014				388,269				135,000				23,166				122,850				192,150				212,000				16,021				1,089,456
Rolando B. Rodriguez Executive Vice President, Chairman, President and CEO of Marcus Theatres Corporation			2016			$	510,288			$	40,000			$	73,312			$	98,000			$	757,453			$	109,711			$	23,044			$	1,611,808
			TP				286,346				—				117,823				174,800				291,458				130,142				11,808				1,012,377
			2015				472,981				—				101,378				140,580				409,535				78,000				15,922				1,218,396
			2014				379,039				—				195,600				54,000				206,917				—				561				836,117

Grants of Plan-Based Awards

We maintain our 1995 Equity Incentive Plan, 2004 Equity and Incentive Awards Plan and our Long Term Incentive Plan, pursuant to which grants of restricted stock, stock options, performance stock awards and performance cash awards may be made to our named executive officers (other than Mr. Stephen Marcus, who is not eligible to receive any equity-based awards under our equity plans), as well as other employees. The following table sets forth information regarding all such incentive plan awards that were granted to our named executive officers in fiscal 2016. The amounts set forth below should not be added to amounts set forth in the Summary Compensation Table.

Name		Grant Date(1)				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)												Estimated Future Payouts Under Equity Incentive Plan Awards												All Other Stock Awards: No. of Shares of Stock or Units				All Other Option Awards: No. of Securities Underlying Options				Exercise or Base Price of Option Awards				Grant Date Fair Value of Stock and Option Awards(3)
						Threshold				Target				Maximum				Threshold				Target				Maximum
Mr. S. Marcus			N/A				—				—				—				—				—				—				—				—				—				—
							0			$	131,714			$	320,285				—				—				—				—				—				—				—
Mr. G. Marcus			02/15/16				—				—				—				—				—				—				6,300				—				—			$	116,928
			03/01/16				—				—				—				—				—				—				—				28,500			$	18.68				223,440
							0				843,631				1,797,414				—				—				—				—				—				—				—
Mr. Neis			02/15/16				—				—				—				—				—				—				2,450				—				—				45,472
			03/01/16				—				—				—				—				—				—				—				11,150			$	18.68				87,416
							0				286,714				520,285				—				—				—				—				—				—				—
Mr. Kissinger			02/15/16				—				—				—				—				—				—				2,700				—				—				50,112
			03/01/16				—				—				—				—				—				—				—				12,300			$	18.68				96,432
							0				308,864				550,435				—				—				—				—				—				—				—
Mr. Rodriguez			02/15/16				—				—				—				—				—				—				3,950				—				—				73,312
			03/01/16				—				—				—				—				—				—				—				12,500			$	18.68				98,000
							0				397,283				818,556				—				—				—				—				—				—				—

The portion of the above amounts of non-equity incentive plan (i.e., cash bonus) awards under our incentive plan were determined pursuant to our achievement in fiscal 2016 of the specific performance targets described above in the CD&A. The portion of the above amounts of non-equity incentive plan (i.e., long-term performance cash) awards under our long-term incentive plan were determined pursuant to our achievement in fiscal 2021 of the specific five-year performance targets for Messrs. Greg Marcus, Neis, Kissinger and Rodriguez, in each case, as described above in the CD&A. The number of our Common Shares subject to stock options and restricted stock awards granted to our named executive officers were also determined as described above in the CD&A.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information on outstanding stock option and restricted stock awards held by our named executive officers at the end of fiscal 2016 on December 29, 2016, including the number of Common Shares underlying both exercisable and unexercisable portions of each stock option, as well as the exercise price and expiration date of each outstanding option.

		Option Awards																				Restricted Stock Awards
Name		No. of Common Shares Underlying Unexercised Options (#Exercisable)				No. of Common Shares Underlying Unexercised Options (#Unexercisable)				Equity Incentive Plan Awards: No. of Common Shares Underlying Unexercised Unearned Options				Option Exercise Price				Option Expiration Date				No. of Common Shares That Have Not Vested				Market Value of Common Shares That Have Not Vested(1)				Equity Incentive Plan Awards: No. of Unearned Common Shares That Have Not Vested				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested
Mr. S. Marcus			N/A				—				—				—				—				—				—				—				—
Mr. G. Marcus			15,000				—				—			$	20.40				08/02/2017				—				—				—				—
			100,000				—				—				15.59				07/29/2018				—				—				—				—
			55,000				—				—				13.34				07/28/2019				—				—				—				—
			60,000				—				—				11.89				07/27/2020				—				—				—				—
			60,000				—				—				10.00				07/26/2021				—				—				—				—
			41,600				10,400	(2)			—				13.12				07/31/2022				—				—				—				—
			34,500				23,000	(3)			—				13.04				07/30/2023				—				—				—				—
			19,800				29,700	(4)			—				18.34				07/29/2024				—				—				—				—
			—				44,100	(5)			—				20.26				07/28/2025				—				—				—				—
			—				28,500	(6)			—				18.68				03/01/2026				—				—				—				—
			—				—				—				—				—				1,875	(7)		$	59,156				—				—
			—				—				—				—				—				788	(8)			24,861				—				—
			—				—				—				—				—				788	(8)			24,861				—				—
			—				—				—				—				—				2,225	(9)			70,199				—				—
			—				—				—				—				—				2,300	(10)			72,565				—				—
			—				—				—				—				—				4,050	(11)			127,778				—				—
			—				—				—				—				—				9,300	(12)			293,415				—				—
			—				—				—				—				—				6,300	(13)			198,765				—				—
Mr. Neis			9,969				—				—				20.40				08/02/2017				—				—				—				—
			13,512				—				—				15.59				07/29/2018				—				—				—				—
			13,179				—				—				13.34				07/28/2019				—				—				—				—
			22,500				—				—				11.89				07/27/2020				—				—				—				—
			22,500				—				—				10.00				07/26/2021				—				—				—				—
			15,600				3,900	(14)			—				13.12				07/31/2022				—				—				—				—
			12,600				8,400	(15)			—				13.04				07/30/2023				—				—				—				—
			6,560				9,840	(16)			—				18.34				07/29/2024				—				—				—				—
			—				17,400	(17)			—				20.26				07/28/2025				—				—				—				—
			—				11,150	(18)			—				18.68				03/01/2026				—				—				—				—
			—				—				—				—				—				1,250	(19)			39,438				—				—
			—				—				—				—				—				313	(20)			9,875				—				—
			—				—				—				—				—				313	(20)			9,875				—				—
			—				—				—				—				—				825	(21)			26,029				—				—
			—				—				—				—				—				850	(22)			26,818				—				—
			—				—				—				—				—				3,400	(23)			107,270				—				—
			—				—				—				—				—				3,700	(24)			116,735				—				—
			—				—				—				—				—				2,450	(25)			77,298				—				—

Option Exercises and Restricted Stock Vested

The following table sets forth information regarding each exercise of stock options and vesting of restricted stock that occurred during fiscal 2016 for each of our named executive officers on an aggregated basis. The amounts set forth below should not be added to the amounts set forth in the Summary Compensation Table.

Name		Number of Shares Acquired on Option Exercise				Value Realized on Option Exercise(1)				Number of Shares Acquired on Vesting of Restricted Shares				Value Realized on Vesting of Restricted Shares(2)
Mr. S. Marcus			N/A				—				N/A				—
Mr. G. Marcus			15,000			$	33,600				4,925			$	107,594
Mr. Neis			33,340				180,346				1,800				39,321
Mr. Kissinger			41,591				327,348				1,900				41,504
Mr. Rodriguez			6,000				64,320				7,500				166,125

Pension Benefits

The following table sets forth the actuarial present value of each named executive officer’s accumulated benefits under our Supplemental Plan as of the end of fiscal 2016 on December 29, 2016, assuming benefits are paid at normal retirement age based on current levels of compensation, as well as payments made to Mr. Stephen Marcus during fiscal 2016 under our Supplemental Plan as a result of his retirement on January 6, 2009 as our chief executive officer. The table also shows the number of years of credited service under each such plan, which are subject to a maximum of 30. The amounts set forth below should not be added to the amounts set forth in the Summary Compensation Table.

Name		Plan Name				Number of Years Credited   Service				Present Value of Accumulated       Benefits				Payments During Last Fiscal       Year
Mr. S. Marcus			Supplemental Plan				30	(1)		$	3,421,000			$	300,127
Mr. G. Marcus			Supplemental Plan				24				2,778,000				—
Mr. Neis			Supplemental Plan				30				1,830,000				—
Mr. Kissinger			Supplemental Plan				22				1,479,000				—
Mr. Rodriguez			Supplemental Plan				2				316,000				—

Our Supplemental Plan benefits payable to Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez are determined under the formula illustrated above in the CD&A. Covered compensation for purposes of the Supplemental Plan consists of salary, bonus and non-equity incentive compensation, but excluding long-term performance cash amounts. As of the end of fiscal 2016 on December 29, 2016, the estimated annual benefits payable under the Supplemental Plan at normal retirement age to Messrs. Stephen Marcus, Greg Marcus, Neis, Kissinger and Rodriguez were $300,000, $332,000, $173,000, $145,000 and $31,000, respectively. The payments to Mr. Stephen Marcus under the Supplemental Plan in fiscal 2016 are discussed above under “Nonqualified Deferred Compensation.”

Nonqualified Deferred Compensation

The following table sets forth annual executive and Company contributions under our Deferred Compensation Plan, as well as each named executive officer’s withdrawals, earnings and fiscal year end balances in those plans. The amounts set forth below should not be added to the amounts set forth in the Summary Compensation Table.

Name		Executive Contributions in Fiscal 2016(1)				Company Contributions in Fiscal 2016				Aggregate Earnings in Fiscal 2016(2)				Aggregate Withdrawals/ Distributions in Fiscal 2016				Aggregate Balance at December 29, 2016(3)
Mr. S. Marcus		$	—			$	—			$	6,015			$	49,219			$	174,923
Mr. G. Marcus			33,806				—				11,011				—				339,269
Mr. Neis			—				—				—				—				—
Mr. Kissinger			48,296				—				31,103				—				934,531
Mr. Rodriguez			76,543				—				10,011				—				331,602