[8-K] GEN Restaurant Group, Inc. Reports Material Event

Rhea-AI Filing Summary

GEN Restaurant Group held its 2025 Annual Meeting of Stockholders virtually on June 18, 2025, with 99% of voting power present, constituting a quorum. Two key proposals were voted on:

• Director Election: David Kim was elected as Class III director, receiving 277,653,664 votes in favor, with 201,799 abstentions and 1,670,039 broker non-votes. He will serve until the 2028 Annual Meeting.
• Auditor Appointment: Stockholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm for FY2025, with 278,837,899 votes in favor, 282,372 against, and 405,231 abstentions.

The company's dual-class structure grants Class A shares one vote per share and Class B shares ten votes per share. The meeting had 5,038,461 Class A shares and 27,761,515 Class B shares represented. GEN Restaurant Group is classified as an emerging growth company trading on Nasdaq Global Market under symbol GENK.

Positive

• Strong shareholder engagement demonstrated with 99% of voting power present at Annual Meeting
• Overwhelming shareholder support for director David Kim with approximately 99.9% of votes cast in favor
• Near-unanimous approval (99.75%) for the appointment of CBIZ CPAs P.C. as independent auditor

Negative

• None.

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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 18, 2025

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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of GEN Restaurant Group, Inc. (the “Company”) was held virtually on June 18, 2025, 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 filed with the Securities and Exchange Commission on April 30, 2025.

At the beginning of the Annual Meeting, there were 5,038,461 shares of Class A common stock and 27,761,515 shares of Class B common stock present at the Annual Meeting in person or by proxy, which represented 99% 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 April 21, 2025 (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 one Class III director, David Kim, to serve until the Company’s 2028 Annual Meeting of Stockholders.

Name		For		Abstain		Broker Non-Votes
David Kim		277,653,664		201,799		1,670,039

Proposal Two: Ratification of the appointment of CBIZ CPAs P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

For		Against		Abstain
278,837,899		282,372		405,231

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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 20, 2025		By:	/s/ Thomas V. Croal
			Thomas V. Croal
			Chief Financial Officer

2

FAQ

What were the voting results for GENK's 2025 Annual Meeting?

At GENK's 2025 Annual Meeting, David Kim was elected as Class III director with 277,653,664 votes in favor and 201,799 abstentions. The appointment of CBIZ CPAs P.C. as the independent auditor was ratified with 278,837,899 votes in favor, 282,372 against, and 405,231 abstentions.

What was the quorum for GENK's 2025 Annual Meeting?

The quorum consisted of 5,038,461 shares of Class A common stock and 27,761,515 shares of Class B common stock, representing 99% of the combined voting power of all shares entitled to vote at the Annual Meeting.

How many votes does each class of GENK stock get?

According to the filing, GENK's Class A common stock holders were entitled to one vote per share, while Class B common stock holders were entitled to ten votes per share, as of the April 21, 2025 Record Date.

Who was appointed as GENK's independent auditor for fiscal year 2025?

CBIZ CPAs P.C. was appointed and ratified as GENK's independent registered public accounting firm for the fiscal year ending December 31, 2025, with over 278.8 million votes in favor of the appointment.

How long will David Kim serve on GENK's board of directors?

David Kim was elected as a Class III director and will serve until GENK's 2028 Annual Meeting of Stockholders.