rYojbaba backs all AGM items, names new CEO

Rhea-AI Filing Summary

rYojbaba Co., Ltd. reported results of its Annual General Meeting, where shareholders approved all six proposals, including non-consolidated financial statements for the 11th fiscal year, amendments to the Articles of Incorporation, a reduction in capital, director and auditor elections, and changes to second series stock acquisition rights.

Key board-backed nominees were strongly supported, with approximately 8.47 million votes in favor for each director and auditor candidate. Following the meeting, longtime leader Ryoji Baba resigned as Chief Executive Officer and Interim Chief Financial Officer, while remaining on the board. The board appointed director Takayuki Nakano as Chief Executive Officer and director Hiroyuki Oishi as Chief Financial Officer, with the company noting no disagreements or related party concerns tied to these changes. Two corporate auditors also resigned without disagreement.

Insights

Corporate governance analyst

Shareholders back board proposals; leadership transitions framed as orderly.

Shareholders of rYojbaba Co., Ltd. approved all meeting proposals with very high support, including capital reduction, charter amendments, and changes to stock acquisition rights. Director and auditor candidates each received about 8.47 million votes in favor versus minimal opposition or abstentions.

The same day, the board accepted the resignation of Ryoji Baba as Chief Executive Officer and Interim Chief Financial Officer, while keeping him as a director. The board elevated directors Takayuki Nakano to Chief Executive Officer and Hiroyuki Oishi to Chief Financial Officer, with disclosures emphasizing the absence of disagreements or related party issues.

From an investor perspective, the filing describes a broad refresh of top executive and auditor roles following strong shareholder backing of the slate. Actual impact will depend on how the new Chief Executive Officer and Chief Financial Officer execute strategy and oversee capital and stock acquisition rights after the 11th fiscal year.

FAQ

What did rYojbaba Co., Ltd. (RYOJ) shareholders approve at the 2026 Annual General Meeting?

Shareholders approved all six proposals, including non-consolidated financial statements for the 11th fiscal year, amendments to the Articles of Incorporation, a capital reduction, election of three directors, election of two corporate auditors, and an amendment to the terms of the second series stock acquisition rights.

How strong was shareholder support for rYojbaba (RYOJ) directors and auditors?

Support was very high, with around 8,468,351 to 8,468,445 votes for each director candidate and 8,468,446 votes for each corporate auditor candidate, versus roughly 1,192 to 1,193 votes against and a few dozen abstentions for each nominee.

What leadership changes did rYojbaba Co., Ltd. (RYOJ) announce after the Annual Meeting?

On March 27, 2026, Ryoji Baba resigned as Chief Executive Officer and Interim Chief Financial Officer but remained a director. The board appointed director Takayuki Nakano as Chief Executive Officer and director Hiroyuki Oishi as Chief Financial Officer and principal financial officer.

Did rYojbaba (RYOJ) indicate any disagreements linked to the CEO, CFO, or auditor resignations?

The company stated that Ryoji Baba’s resignation as Chief Executive Officer and Interim Chief Financial Officer, and the resignations of corporate auditors Kensuke Okabe and Hideki Nakamura, were not the result of any disagreement regarding operations, policies, or practices.

What did rYojbaba (RYOJ) disclose about potential related party issues for the new CEO and CFO?

The company reported no family relationships between Takayuki Nakano or Hiroyuki Oishi and other directors or officers, and indicated that neither had engaged in transactions that would be reportable as related party transactions under Item 404(a) of Regulation S-K.

What was the vote outcome on rYojbaba’s (RYOJ) capital reduction proposal?

The capital reduction proposal received 8,469,349 votes for, 277 votes against, and 36 abstentions, indicating overwhelming shareholder approval for reducing the amount of capital as described in the meeting materials.

How did shareholders vote on amending rYojbaba’s (RYOJ) second series stock acquisition rights?

The amendment to the terms of the second series stock acquisition rights was approved with 8,468,279 votes for, 1,347 votes against, and 36 abstentions, showing strong but not unanimous support for the revised terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/30/2026 - 06:15 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number: 001-42781

rYojbaba Co., Ltd.

4-3-1, Ohashi, Minami-Ku

Fukuoka-Shi, Fukuoka, 815-0033, Japan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Results of the Annual General Meeting of Shareholders

On Friday, March 27, 2026 at 10:00 a.m. (Japanese Standard Time)/ Thursday, March 26, 2026 at 9:00 p.m. (Eastern Time), rYojbaba Co., Ltd. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”) for the following purposes, as more fully described in the Notice of Convocation previously furnished as an exhibit to the Company’s Form 6-K filed by the Company with the Securities and Exchange Commission on March 2, 2026 (the “Notice of Convocation”):

Matters to be Reported:

Business Report for the 11th Fiscal Year (January 1, 2025 to December 31, 2025)

Matters to be Resolved:

Proposal No. 1:		Approval of the Non-Consolidated Financial Statements for the 11th Fiscal Year (From January 1, 2025 to December 31, 2025)
Proposal No. 2:		Partial Amendment to the Articles of Incorporation
Proposal No. 3:		Reduction in the Amount of Capital
Proposal No. 4:		Election of Three (3) Directors
Proposal No. 5:		Election of Two (2) Corporate Auditors
Proposal No. 6:		Amendment to the Terms of the Second Series Stock Acquisition Rights

At the Annual Meeting, shareholders voted to approve the above proposals in accordance with the voting results listed below:

1. Approval of the Non-Consolidated Financial Statements for the 11th Fiscal Year (From January 1, 2025 to December 31, 2025)

For		Against			Abstain
8,469,446			192			24

2. Partial Amendment to the Articles of Incorporation

For		Against			Abstain
8,468,445			193			1,024

3. Reduction in the Amount of Capital

For			Against			Abstain
8,469,349			277			36

4. Election of Three (3) Directors

Nominee Name		For				Against				Abstain
Ryoji Baba			8,468,351				1,193				118
Takayuki Nakano			8,468,445				1,193				24
Hiroyuki Oishi			8,468,445				1,193				24

5. Election of Two (2) Corporate Auditors

Nominee Name		For				Against				Abstain
Takeharu Kato			8,468,446				1,192				24
Yashiro Imamura			8,468,446				1,192				24

6. Amendment to the Terms of the Second Series Stock Acquisition Rights

For		Against				Abstain
8,468,279			1,347				36

Resignation of Chief Executive Officer

On March 27, 2026, during the meeting of the Board of Directors immediately following the Annual Meeting (the “Board Meeting”), Ryoji Baba, the Company’s Director, Chief Executive Officer, and Interim Chief Financial Officer, notified the Company of his resignation as the Chief Executive Officer and Interim Chief Financial Officer of the Company, effective immediately. Mr. Baba advised that his resignation was not a result of any disagreement relating to the Company’s operations, policies, or practices. Mr. Baba will remain as a director of the Company.

Appointment of Chief Executive Officer

On March 27, 2026, during the Board Meeting, the Board of Directors appointed Takayuki Nakano as the Chief Executive Officer of the Company. Mr. Nakano was elected as a director of the Company during the Annual Meeting. His biography was included in the Notice of Convocation.

Appointment of Chief Financial Officer

On March 27, 2026, during the Board Meeting, the Board of Directors appointed Hiroyuki Oishi as the Chief Financial Officer (and principal financial officer) of the Company. Mr. Oishi was elected as a director of the Company during the Annual Meeting. Mr. Oishi’s biography was included in the Notice of Convocation.

There are no family relationships between Mr. Nakano, Mr. Oishi, and/or any director or executive officer of the Company, and to the best knowledge of the Company, they were not selected by the Board to serve as executive officers pursuant to any arrangement or understanding with any person. Neither Mr. Nakano or Mr. Oishi have engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

Resignation of Corporate Auditors

Corporate auditors Kensuke Okabe and Hideki Nakamura resigned effective March 27, 2026. They have advised that their resignations were not a result of any disagreement relating to the Company’s operations, policies, or practices.

SIGNATURE

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, thereunto duly authorized.

rYojbaba Co., Ltd.
By:	/s/ Takayuki Nakano
	Takayuki Nakano
	Chief Executive Officer

Date: March 30, 2026