Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 13, 2019, the Board of Directors (the "Board") of Kura Sushi USA,
Inc. (the "Company") expanded the size of the Board from four to five directors,
and appointed Kim Ellis as a member of the Board to fill the vacant seat.
Ms. Ellis will commence her service on the Board effective as of December 1,
2019 (the "Effective Date") and shall continue to serve in such capacity until
the Company's 2020 annual meeting of stockholders or until her successor has
been duly elected and qualified. In connection with her appointment, Ms. Ellis
was also appointed to serve as a member of the Board's Compensation Committee
and Audit Committee commencing as of the Effective Date. The Board also intends
to appoint her to the soon-to-be formed Strategy and Development Committee,
commencing as of the Effective Date.
There are no arrangements or understandings between Ms. Ellis and any other
person pursuant to which Ms. Ellis was selected as a director of the Company,
and there is no family relationship between Ms. Ellis and any of the Company's
other directors or executive officers. There are also no related party
transactions between either of Ms. Ellis and the Company that are required to be
reported pursuant to Item 404(a) of Regulation S-K.
Ms. Ellis will be entitled to compensation and benefits as a director, which
include an annual retainer of $80,000, comprised of $40,000 payable in cash and
$40,000 payable in the form of Company stock options for shares of the Company's
Class A common stock, granted under the Company's 2018 Stock Incentive Plan (the
"Stock Incentive Plan"), which options will vest in equal quarterly installments
over the one-year period following the grant date. Ms. Ellis will also receive
an additional $20,000 annual cash retainer for serving as Chair of the Board's
Strategy and Development Committee, which committee will be formed by the Board
prior to the Effective Date. At the commencement of Ms. Ellis' service as a
director, she will also be granted stock options under the Stock Incentive Plan
to purchase 5,000 shares of Class A common stock under the Stock Incentive Plan,
which options shall vest in equal quarterly installments over the four-year
period following the grant date. In connection with her appointment, Ms. Ellis
and the Company will enter into the Company's standard indemnification agreement
as of the Effective Date, the form of which was previously filed as an exhibit
to the Company's Registration Statement on Form S-1 (File No. 333-232551).
Item 8.01 Other Events.
On November 19, 2019, the Company issued a press release announcing the
appointment of Ms. Ellis to the Board. A copy of the press release is being
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in
this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated November 19, 2019.
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