Results

Kura Sushi USA Inc.

01/24/2025 | Press release | Distributed by Public on 01/24/2025 15:41

Proxy Results (Form 8-K)

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

The 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Kura Sushi USA, Inc. (the "Company") was held at the offices of the Company at 17461 Derian Avenue, Suite 200, Irvine, CA 92614 on January 23, 2025, at 10:00 a.m. Pacific Time. Stockholders considered four 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 11, 2024.

At the beginning of the Annual Meeting, there were 10,106,384 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 95.5% 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 26, 2024 (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, Treasa Bowers, Kim Ellis, Carin L. Stutz and Hajime Uba to serve for a term until the 2026 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

17,911,132

1,684,771

13,471

497,510

Treasa Bowers

19,294,926

300,910

13,538

497,510

Kim Ellis

19,575,473

20,352

13,549

497,510

Carin L. Stutz

17,565,219

2,030,601

13,554

497,510

Hajime Uba

19,531,203

64,699

13,472

497,510

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, 2025.

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, 2025, and the voting results are set forth below:

For

Against

Abstain

20,100,647

1,332

4,905

Proposal Three: Approval, on an advisory basis, of named executive officer compensation.

The Company's stockholders gave advisory approval of the compensation of the Company's named executive officers, and the voting results are set forth below:

For

Against

Abstain

Broker Non-Votes

19,386,397

217,187

5,790

497,510

Proposal Four: Recommendation, on a non-binding basis, of the voting frequency of non-binding approval of named executive officer compensation.

The Company's stockholders gave advisory approval of setting the frequency of future advisory votes on named executive compensation at one year, and the voting results are set forth below:

One Year

Two Years

Three Years

Abstain

19,590,754

208

15,194

3,218