krus-8k_20200207.htm

 

 

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): February 7, 2020

 

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.)

 

17932 Sky Park Circle, Suite H

Irvine, California 92614

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Kura Sushi USA, Inc. (the “Company”) was held at the offices of the Company at 17932 Sky Park Circle, Suite H, Irvine, California on February 7, 2020, at 10:00 a.m. Pacific Time. Stockholders considered one proposal at the meeting, which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 27, 2019.

 

At the beginning of the Annual Meeting, there were 6,417,013 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 94.7% 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 December 23, 2019 (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 Hajime Uba, Manabu Kamei, Seitaro Ishii, Shintaro Asako and Kim Ellis to serve for a term until the 2021 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

Hajime Uba

 

15,685,608

 

728,183

 

3,722

 

––

Manabu Kamei

 

15,441,650

 

972,141

 

3,722

 

––

Seitaro Ishii

 

15,550,204

 

863,587

 

3,722

 

––

Shintaro Asako

 

16,226,718

 

187,073

 

3,722

 

––

Kim Ellis

 

16,237,389

 

176,395

 

3,729

 

––

 

 

 


 

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:  February 10, 2020

By:

 

/s/ Hajime Uba

 

 

 

Name:  Hajime Uba

 

 

 

Title:  Chairman, President and CEO