Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In response to the ongoing developments related to COVID-19 and the impact on the business of Kura Sushi USA, Inc. (the "Company"), the Company's Named Executive Officers, as defined in the Company's definitive proxy statement for the 2020 annual meeting of stockholders, filed with the Securities and Exchange Commission on December 27, 2019, recommended a temporary reduction in their base salaries to the Board of Directors (the "Board") and the Compensation Committee of the Board. The recommended temporary reductions in base salaries for the Chief Executive Officer, Chief Operating Office and Chief Financial Officer were 30%, 15% and 15%, respectively, effective for six months beginning on July 1, 2020. On July 7, 2020, the Board and Compensation Committee approved the aforementioned base salary reductions as recommended.




Item 7.01     Regulation FD Disclosure


On July 7, 2020, the Company's Board also elected to reduce its non-employee director cash retainer fees by 15% effective for six months beginning on July 1, 2020.

The information furnished with this Item 7.01 of this Current Report on Form 8-K, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act.







Forward Looking Statements



Except for historical information contained herein, the statements in this Form 8-K are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and involve risks and uncertainties and are subject to change based on various important factors. This Form 8-K includes forward-looking statements that are based on management's current estimates or expectations of future events or future results. These statements are not historical in nature and can generally be identified by such words as "target," "may," "might," "will," "is," "objective," "intend," "should," "could," "can," "would," "expect," "believe," "design," "estimate," "continue," "predict," "potential," "plan," "anticipate" or the negative of these terms, and similar expressions. Management's expectations and assumptions regarding future results are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements included in this Form 8-K. These risks and uncertainties include but are not limited to: risks related to the COVID-19 outbreak; our ability to successfully maintain increases in our comparable restaurant sales; our ability to successfully execute our growth strategy and open new restaurants that are profitable; our ability to expand in existing and new markets; our projected growth in the number of our restaurants; macroeconomic conditions and other economic factors; our ability to compete with many other restaurants; our reliance on vendors, suppliers and distributors, including our parent company Kura Sushi, Inc.; concerns regarding food safety and foodborne illness; changes in consumer preferences and the level of acceptance of our restaurant concept in new markets; minimum wage increases and mandated employee benefits that could cause a significant increase in our labor costs; the failure of our automated equipment or information technology systems or the breach of our network security; the loss of key members of our management team; the impact of governmental laws and regulations; volatility in the price of our common stock; and other risks and uncertainties as described in our filings with the Securities and Exchange Commission ("SEC"). These and other factors that could cause results to differ materially from those described in the forward-looking statements contained in this Form 8-K can be found in the Company's other filings with the SEC. Undue reliance should not be placed on forward-looking statements, which are only current as of the date they are made. The Company assumes no obligation to update or revise its forward-looking statements, except as may be required by applicable law.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses