UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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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 2024 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 25, 2024, 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 12, 2023.
At the beginning of the Annual Meeting, there were 9,444,374 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 96.5% 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 29, 2023 (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 2025 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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17,312,020 |
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1,576,489 |
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64,799 |
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491,566 |
Kim Ellis |
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17,547,046 |
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1,367,881 |
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38,381 |
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491,566 |
Seitaro Ishii |
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17,312,796 |
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1,575,713 |
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64,799 |
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491,566 |
Carin L. Stutz |
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17,502,660 |
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1,412,257 |
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38,391 |
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491,566 |
Hajime Uba |
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17,631,713 |
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1,256,796 |
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64,799 |
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491,566 |
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, 2024.
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, 2024, and the voting results are set forth below:
For |
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Against |
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Abstain |
19,409,788 |
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23,687 |
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11,399 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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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 30, 2024 |
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By: |
/s/ Jeffrey Uttz |
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Name: |
Jeffrey Uttz |
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Title: |
Chief Financial Officer |
Document And Entity Information |
Jan. 25, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 25, 2024 |
| Entity Registrant Name | KURA SUSHI USA, INC. |
| Entity Central Index Key | 0001772177 |
| Entity Emerging Growth Company | true |
| Entity File Number | 001-39012 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 26-3808434 |
| Entity Address, Address Line One | 17461 Derian Avenue, Suite 200 |
| Entity Address, City or Town | Irvine |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92614 |
| City Area Code | (657) |
| Local Phone Number | 333-4100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Ex Transition Period | true |
| Title of 12(b) Security | Class A Common Stock, par value $0.001 per share |
| Trading Symbol | KRUS |
| Security Exchange Name | NASDAQ |