false000177217700017721772024-01-252024-01-25

 

 

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 25, 2024

 

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 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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Shintaro Asako

 

17,312,020

 

1,576,489

 

64,799

 

491,566

Kim Ellis

 

17,547,046

 

1,367,881

 

38,381

 

491,566

Seitaro Ishii

 

17,312,796

 

1,575,713

 

64,799

 

491,566

Carin L. Stutz

 

17,502,660

 

1,412,257

 

38,391

 

491,566

Hajime Uba

 

17,631,713

 

1,256,796

 

64,799

 

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

 

Against

 

Abstain

19,409,788

 

23,687

 

11,399

 

 

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, 2024

 

By:

/s/ Jeffrey Uttz

 

 

 

Name:

Jeffrey Uttz

 

 

 

Title:

Chief Financial Officer

 

 

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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
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