8-K
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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): June 20, 2024

GEN Restaurant Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41727

87-3424935

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

11480 South Street, Suite 205
Cerritos, CA

90703

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (562) 356-9929

Not Applicable

(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

 

GENK

 

The Nasdaq Stock Market LLC

(The Nasdaq Global Market)

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 GEN Restaurant Group, Inc. (the “Company”) was held virtually on June 20,2024, 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 April 29, 2024.

At the beginning of the Annual Meeting, there were 4,340,566 shares of Class A common stock and 27,904,051 shares of Class B common stock present at the Annual Meeting in person or by proxy, which represented 98% 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 May 10,2024 (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 two Class I directors, Michael B. Cowan and Jonathan Gregory to serve for a term until the 2027 annual meeting of stockholders.

 

 

Name

 

For

 

 

Withheld

 

 

Broker Non-votes

 

Michael B. Cowam

 

 

277,104,752.0

 

 

 

935,391.0

 

 

 

 

 

 

 

 

 

 

 

 

 

Jonathan Gregory

 

 

277,146,840.0

 

 

 

893,303.0

 

 

 

 

 

Proposal Two: Ratification of the appointment of Marcum LLP as the Company’s independent registered public account firm for the fiscal year ending on December 31, 2024.

 

For

 

 

Against

 

 

Abstain

 

 

279,079,902

 

 

 

7,801

 

 

 

2,662

 

 

 

 

Exhibit

Number

Description

 

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

GEN RESTAURANT GROUP, INC.

Date: June 25, 2024

By:

/s/ Thomas V. Croal

Thomas V. Croal

Chief Financial Officer

 

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