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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2023

 

KURA SUSHI USA, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-39012

26-3808434

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

17461 Derian Avenue, Suite 200

Irvine, California

 

92614

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (657) 333-4100

(Former name or former address if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

KRUS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

 

 

 

 

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

 

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Kura Sushi USA, Inc. (the “Company”) was held at the office of the Company at 17461 Derian Avenue, Suite 200, Irvine, CA 92614 on January 27, 2023, at 10:00 a.m. Pacific Time. Stockholders considered two 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 13, 2022.

 

At the beginning of the Annual Meeting, there were 8,117,795 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 96.4% 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 30, 2022 (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, Kim Ellis, Seitaro Ishii, Carin L. Stutz and Hajime Uba to serve for a term until the 2024 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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Shintaro Asako

 

16,006,145

 

1,551,356

 

10,156

 

550,638

Kim Ellis

 

16,046,333

 

1,511,167

 

10,157

 

550,638

Seitaro Ishii

 

15,712,880

 

1,844,619

 

10,158

 

550,638

Carin L. Stutz

 

16,050,385

 

1,507,086

 

10,186

 

550,638

Hajime Uba

 

16,016,479

 

1,541,023

 

10,155

 

550,638

 

 

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, 2023.

 

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, 2023, and the voting results are set forth below:

 

For

 

Against

 

Abstain

18,095,294

 

374

 

22,627

 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

   Description

 

 

 

104

 

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.

 

 

 

 

KURA SUSHI USA, INC.

 

 

 

 

 

 

 

 

 

 

Date

 January 30, 2023

 

By:

/s/ Jeffrey Uttz

 

 

 

Name:

Jeffrey Uttz

 

 

 

Title:

Chief Financial Officer