Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
12 March 2024 - 8:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2024
Commission File Number 001-39809
MEDIROM HEALTHCARE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
2-3-1 Daiba, Minato-ku
Tokyo 135-0091, Japan
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Convocation of Ordinary General Meeting of Shareholders of MEDIROM Healthcare Technologies Inc. for Fiscal Year 2023; Proxy Materials
In accordance with the rules and regulations of the Japanese Companies Act, on or around March 12, 2024, MEDIROM Healthcare Technologies Inc. (the “Company”) will send a notice and accompanying information (the “Notice”), including proxy card and voting instructions, to all holders of its common shares and American Depositary Shares representing such common shares, with respect to its 24th Ordinary General Meeting of Shareholders (the “Meeting”) to be held in Tokyo, Japan on March 29, 2024.
Copies of the Notice and accompanying proxy cards for holders of common shares (the “Japanese Card”) and holders of American Depositary Shares (the “ADS Card”) and voting instructions are being furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this report on Form 6-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
This report on Form 6-K does not constitute a proxy solicitation. Shareholders wishing to attend, and/or vote their shares at, the Meeting should refer to, and follow the instructions set forth in, the Notice and the Japanese Card or the ADS Card, as the case may be.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 11, 2024 | MEDIROM HEALTHCARE TECHNOLOGIES INC. |
| |
| By: | /s/ Fumitoshi Fujiwara |
| | Name: Fumitoshi Fujiwara |
| | Title: Chief Financial Officer |
| | |
Exhibit 99.2
[NOTICE: This is a translation of the Japanese original for reference purposes only, and in the event of any discrepancy, the Japanese original shall prevail.]
Voting Form
To MEDIROM Healthcare Technologies Inc.
I hereby vote on each proposal for the annual general meeting of MEDIROM Healthcare Technologies Inc. to be held on Friday, March 29, 2024, as indicated by the circle below. If no indication is presented on a certain proposal, please treat my vote on such proposal as “For”.
Proposal 1 | | For ・Against |
Proposal 2 | Kouji Eguchi | For ・Against |
| Fumitoshi Fujiwara | For ・Against |
| Tomoya Ogawa | For ・Against |
| Akira Nojima | For ・Against |
Proposal 3 | Toshiaki Komatsu | For ・Against |
| Osamu Sato | For ・Against |
| Tsukasa Karyu | For ・Against |
Proposal 4 | | For ・Against |
March , 2024
| | |
Address | | |
| | |
Name | | [Seal] |
| | |
Number of Votes | | |
Exhibit 99.3
| 24-6880 Medirom VIF Proof 7
Please separate carefully at the perforation and return just this portion in the envelope provided.
_____________________________________ __________________________
Please Sign Here Please Date Above
_____________________________________ __________________________
Please Sign Here Please Date Above
Authorized Signatures - This section must be
completed for your instructions to be executed.
Annual General Meeting of
MEDIROM Healthcare Technologies Inc.
to be held March 29, 2024
For Holders as of December 29, 2023
All votes must be received by 12:00 p.m. EST on March 22, 2024.
Copyright © 2024 Mediant Communications Inc. All Rights Reserved
EVENT #
CLIENT #
PROXY TABULATOR FOR
MEDIROM HEALTHCARE TECHNOLOGIES INC.
P.O. BOX 8016
CARY, NC 27512-9903
Agenda
Matters to be resolved:
Proposal 1: To amend the Company’s Articles of Incorporation;
Proposal 2: To re-elect four (4) directors to serve for the
ensuing year as members of the Board of Directors;
Kouji Eguchi
Fumitoshi Fujiwara
Tomoya Ogawa
Akira Nojima
Proposal 3: To re-elect three (3) corporate auditors to serve for
the ensuing four (4) years as members of the Board
of Corporate Auditors;
Toshiaki Komatsu
Osamu Sato
Tsukasa Karyu
Proposal 4: To approve the Company’s 2024 Equity Incentive
Compensation Plan.
Annual General Meeting of
MEDIROM Healthcare Technologies Inc.
Date: March 29, 2024
See Voting Instruction On Reverse Side.
Please make your marks like this: x Use pen only
Directors
Recommend
For Against
• Mark, sign and date your Voting Instruction Form.
• Detach your Voting Instruction Form.
• Return your Voting Instruction Form in the postage-paid envelope provided.
MAIL
• Use any touch-tone telephone.
• Have your Voting Instruction Form ready.
• Follow the simple recorded instructions.
INTERNET
Go To
www.proxypush.com/XXX
• Cast your vote online.
• View Meeting Documents.
OR
OR
TELEPHONE
1-xxx-xxx-xxxx
24-6880 Medirom VIF.indd 1 3/8/2024 10:29:09 AM |
| 24-6880 Medirom VIF Proof 7
MEDIROM Healthcare Technologies Inc.
Instructions to The Bank of New York Mellon, as Depositary
(Must be received prior to 12:00 p.m. EST on March 22, 2024)
The undersigned registered holder of American Receipts hereby requests and
instructs The Bank of New York Mellon, as Depositary, to endeavor, insofar as practicable,
to vote or cause to be voted the amount of shares or other Deposited Securities
represented by such Receipt of MEDIROM Healthcare Technologies Inc. registered in
the name of the undersigned on the books of the Depositary as of the close of business
on December 29, 2023 at the Annual General Meeting of Shareholders of MEDIROM
Healthcare Technologies Inc. to be held on March 29, 2024 in Minato-ku, Tokyo, Japan.
NOTE:
1. Please direct the Depositary how it is to vote by placing an X in the appropriate box opposite the
resolution.
2. It is understood that, if this form is signed and returned but no instructions are indicated in the boxes,
then the Depositary will not vote such items.
3. It is understood that, if this form is not signed, or not returned, the Depositary will not vote such items.
(Continued and to be marked, dated and signed, on the other side)
PROXY TABULATOR FOR
MEDIROM HEALTHCARE TECHNOLOGIES INC.
P.O. Box 8016
CARY, NC 27512-9903
24-6880 Medirom VIF.indd 2 3/8/2024 10:29:09 AM |
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