Kura Sushi USA Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Kura Sushi USA, Inc. (the “Company”) was held at the offices of the Company at 17461 Derian Avenue, Suite 200, Irvine, CA 92614 on January 23, 2025, at 10:00 a.m. Pacific Time. Stockholders considered four proposals at the meeting, which are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on December 11, 2024.
At the beginning of the Annual Meeting, there were 10,106,384 shares of Class A common stock and 1,000,050 shares of Class B common stock present at the Annual Meeting in person or by proxy, which represented 95.5% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on November 26, 2024 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the Record Date.
The final voting results are reported below.
Proposal One: Election of five directors, including Shintaro Asako, Treasa Bowers, Kim Ellis, Carin L. Stutz and Hajime Uba to serve for a term until the 2026 annual meeting of stockholders.
The Company’s stockholders elected each of the five nominees for director, and the voting results are set forth below:
Name |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
Shintaro Asako |
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17,911,132 |
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1,684,771 |
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13,471 |
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497,510 |
Treasa Bowers |
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19,294,926 |
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300,910 |
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13,538 |
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497,510 |
Kim Ellis |
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19,575,473 |
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20,352 |
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13,549 |
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497,510 |
Carin L. Stutz |
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17,565,219 |
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2,030,601 |
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13,554 |
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497,510 |
Hajime Uba |
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19,531,203 |
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64,699 |
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13,472 |
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497,510 |
Proposal Two: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending on August 31, 2025.
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending on August 31, 2025, and the voting results are set forth below:
For |
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Against |
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Abstain |
20,100,647 |
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1,332 |
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4,905 |
Proposal Three: Approval, on an advisory basis, of named executive officer compensation.
The Company’s stockholders gave advisory approval of the compensation of the Company’s named executive officers, and the voting results are set forth below:
For |
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Against |
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Abstain |
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Broker Non-Votes |
19,386,397 |
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217,187 |
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5,790 |
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497,510 |
Proposal Four: Recommendation, on a non-binding basis, of the voting frequency of non-binding approval of named executive officer compensation.
The Company’s stockholders gave advisory approval of setting the frequency of future advisory votes on named executive compensation at one year, and the voting results are set forth below:
One Year |
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Two Years |
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Three Years |
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Abstain |
19,590,754 |
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208 |
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15,194 |
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3,218 |
Item 8.01 Other Events.
On January 23, 2025, the board of directors of the Company adopted a form of performance restricted stock unit award notice and award agreement for performance restricted stock unit awards to be granted under the Company’s 2018 Incentive Compensation Plan. A copy of the agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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10.1 |
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Form of Performance Restricted Stock Unit Award Notice and Award Agreement |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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KURA SUSHI USA, INC. |
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Date |
January 24, 2025 |
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By: |
/s/ Jeffrey Uttz |
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Name: |
Jeffrey Uttz |
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Title: |
Chief Financial Officer |