Business Context and Reporting Period
This Form 8-K reports on the 2026 Annual Meeting of Stockholders for Kura Sushi USA, Inc., held on January 21, 2026, at the company's principal executive offices in Irvine, California. The filing details the voting results for three proposals and includes a Regulation FD disclosure regarding a press release issued on January 22, 2026.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Voting Results
The Annual Meeting achieved a quorum with 92.9% of combined voting power present. Stockholders approved all three proposals:
- Proposal One (Election of Directors): Five nominees were elected to serve until the 2027 annual meeting. Claudia Schaefer received the highest support with 18,857,589 votes "For," while Carin L. Stutz received the most "Against" votes (1,857,088). All nominees were elected.
- Proposal Two (Ratification of Auditors): Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending August 31, 2026. The vote was overwhelmingly in favor (19,596,028 "For" vs. 12,893 "Against").
- Proposal Three (Executive Compensation): Stockholders provided advisory approval for named executive officer compensation with 18,594,882 votes "For" and 265,335 votes "Against."
Guidance, Outlook, and Risks
The filing does not contain management guidance, financial outlook, or specific risk factors. Item 7.01 notes the issuance of a press release on January 22, 2026, specifically regarding the election of Claudia Schaefer as a director, which is incorporated by reference as Exhibit 99.1.
Investor Verification Checklist
- Verify the full text of the press release (Exhibit 99.1) for details on Claudia Schaefer's director election.
- Review the Definitive Proxy Statement on Schedule 14A (filed December 10, 2025) for detailed biographies of the elected directors and executive compensation specifics.
- Confirm the fiscal year end date of August 31, 2026, for future financial reporting expectations.
- Note the dual-class voting structure: Class A shares carry one vote per share, while Class B shares carry ten votes per share.