Skip to main content

GEN Restaurant Group, Inc.

For the period ended Jun 18, 2025. Filed Apr 30, 2025.

View on SEC.gov

About this filing

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

Use the contents to explore the available documents and sections.

GENK$1.27-2.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

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):

☒No fee required.
☐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

Introduction1
Voting and Other Information1
Proposal No. 1 – Election of Directors4
Director Nominees4
Continuing Directors4
Board Composition5
Director Independence6
Insider Trading Policy6
Director Election Standard6
Vote Required6
Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm7
Change in Auditors7
Audit Fees7
Vote Required8
Board Matters9
Family Relationships9
Director Compensation9
Directors' 2024 Compensation9
Corporate Governance Matters9
Board Leadership Structure9
Role of Our Board in Risk Oversight10
Clawback Policy10
Related Person Transactions10
Committees of the Board15
Audit Committee15
Compensation and Human Capital Committee16
Nominating and Governance Committee16
Board and Stockholder Meeting Attendance17
Compensation Committee Interlocks and Insider Participation17
Non-Board Advisor17
Stockholder Communication with our Board of Directors17
Code of Business Conduct and Ethics17
Delinquent Section 16(a) Reports17
Report of the Audit Committee18
Executive Compensation18
Information About our Executive Officers18
2024 Summary Compensation Table19
Narrative Disclosure to Summary Compensation Table19
Base Salary19
Annual Bonus19
Employment Agreements19
Stock Subject to 2023 Plan20
Limits on Non-Employee Director Compensation20
Types of Awards20
Equity Grant Timing Policies20
Outstanding Equity Awards21
Principal Stockholders22
Security Ownership of Certain Beneficial Owners and Management22
Equity Compensation Plan Information23
Stockholder Proposals and Nominations for 2025 Annual Meeting23
Inclusion of Proposals in the Company’s 2026 Proxy Statement and Proxy Card Under SEC Rules23

PROXY STATEMENT

For the 2025 Annual Meeting of Stockholders

Wednesday, June 18, 2025

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.