GEN Restaurant Group, Inc.
For the period ended Jun 18, 2025. Filed Apr 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 18, 2025 · Filed Apr 30, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
(name of registrant as specified in its charter)
(name of person(s) filing proxy statement, if other than registrant)
Payment of Filing Fee (Check all boxes that apply):
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
11480 South Street, Suite 205
Cerritos, CA 90703
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
Wednesday, June 18, 2025
10:00 a.m. Pacific Time
Online atwww.proxydocs.com/GENK
GEN Restaurant Group, Inc., a Delaware corporation (the “Company”, “we” or “us”) is holding its 2025 annual meeting of stockholders virtually by live webcast at 10:00 a.m., Pacific Time, on Wednesday, June 18, 2025, for the following purposes:
to elect one Class III director to hold office until the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified;
to ratify the appointment of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; and
to transact such other business as may be properly presented at the meeting or any adjournment or postponement of the meeting.
The Board recommends that you vote“FOR”the election of the director nominees, and“FOR”the ratification, on an advisory basis, of the appointment of CBIZ CPAs P.C. (“CBIZ”) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
Stockholders of record at the close of business on April 21, 2025 are entitled to notice of and to vote at the meeting.
We have elected to use the notice and access rules adopted by the Securities and Exchange Commission (“SEC”) to provide our stockholders access to our proxy materials and 2024 Annual Report by notifying them of the availability of our proxy materials and 2024 Annual Report via the Internet. The notice and access model gives the Company a fast, efficient and lower-cost way to furnish stockholders with their proxy materials and reduces our impact on the environment. As a result, on or about May 7, 2025, we will mail to our stockholders an “Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on Wednesday, June 18, 2025” (the “Notice”) with instructions on how to access our proxy materials and the 2024 Annual Report via the Internet and how to vote online. On the date of mailing of the Notice, all stockholders may access our proxy materials on a website referred to, and at the URL address included in, the Notice and in our proxy statement. Our proxy materials are available free of charge.
Stockholders of record as of April 21, 2025 will be able to participate in our virtual annual meeting by visitingwww.proxydocs.com/GENK. To participate in our virtual annual meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Our virtual annual meeting will begin promptly at 10:00 a.m., Pacific Time, on Wednesday, June 18, 2025. Online check-in will begin at 9:45 a.m., Pacific Time, on Wednesday, June 18, 2025, and you should allow ample time for the online check-in procedures. Appropriate questions may be submitted at any time during the meeting, and they will be addressed at the conclusion of the Company’s prepared remarks.
By Order of the Board of Directors of the Company,
Thomas V. Croal, Chief Financial Officer & Secretary
April 30, 2025
Important Notice Regarding the Availability of Proxy Materials
This Notice of Annual Meeting, the proxy statement and our 2024 Annual Report are available on the Internet at
www.proxydocs.com/GENK
These materials are also available on our website at www.genkoreanbbq.com under: Investor Relations.
The other information on our corporate website does not constitute part of this Proxy Statement.
PROXY STATEMENT
For the Annual Meeting of
Stockholders To Be Held on Wednesday June 18, 2025
TABLE OF CONTENTS
| Introduction | 1 |
|---|---|
| Voting and Other Information | 1 |
| Proposal No. 1 – Election of Directors | 4 |
| Director Nominees | 4 |
| Continuing Directors | 4 |
| Board Composition | 5 |
| Director Independence | 6 |
| Insider Trading Policy | 6 |
| Director Election Standard | 6 |
| Vote Required | 6 |
| Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm | 7 |
| Change in Auditors | 7 |
| Audit Fees | 7 |
| Vote Required | 8 |
| Board Matters | 9 |
| Family Relationships | 9 |
| Director Compensation | 9 |
| Directors' 2024 Compensation | 9 |
| Corporate Governance Matters | 9 |
| Board Leadership Structure | 9 |
| Role of Our Board in Risk Oversight | 10 |
| Clawback Policy | 10 |
| Related Person Transactions | 10 |
| Committees of the Board | 15 |
| Audit Committee | 15 |
| Compensation and Human Capital Committee | 16 |
| Nominating and Governance Committee | 16 |
| Board and Stockholder Meeting Attendance | 17 |
| Compensation Committee Interlocks and Insider Participation | 17 |
| Non-Board Advisor | 17 |
| Stockholder Communication with our Board of Directors | 17 |
| Code of Business Conduct and Ethics | 17 |
| Delinquent Section 16(a) Reports | 17 |
| Report of the Audit Committee | 18 |
| Executive Compensation | 18 |
| Information About our Executive Officers | 18 |
| 2024 Summary Compensation Table | 19 |
| Narrative Disclosure to Summary Compensation Table | 19 |
| Base Salary | 19 |
| Annual Bonus | 19 |
| Employment Agreements | 19 |
| Stock Subject to 2023 Plan | 20 |
| Limits on Non-Employee Director Compensation | 20 |
|---|---|
| Types of Awards | 20 |
| Equity Grant Timing Policies | 20 |
| Outstanding Equity Awards | 21 |
| Principal Stockholders | 22 |
| Security Ownership of Certain Beneficial Owners and Management | 22 |
| Equity Compensation Plan Information | 23 |
| Stockholder Proposals and Nominations for 2025 Annual Meeting | 23 |
| Inclusion of Proposals in the Company’s 2026 Proxy Statement and Proxy Card Under SEC Rules | 23 |
PROXY STATEMENT
For the 2025 Annual Meeting of Stockholders
Wednesday, June 18, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.