GEN Restaurant Group (GENK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2025, to elect one Class III director and ratify the appointment of a new independent auditor for 2025.

• Stockholders of record as of April 21, 2025, are eligible to vote, with proxy materials made available online to reduce costs and environmental impact.

• The Board recommends voting in favor of both the director nominee and the auditor ratification.

Voting matters and shareholder proposals

• Stockholders will vote on the election of David Kim as Class III director (term through 2028) and the ratification of CBIZ CPAs P.C. as the independent auditor for 2025.

• Proposals require a plurality (director) or majority (auditor) of votes present or represented by proxy.

• Stockholder proposals for the 2026 proxy must be received by January 7, 2026; nominations not in the proxy must be submitted between February 18 and March 20, 2026.

Board of directors and corporate governance

• The Board consists of five directors divided into three staggered classes, making board turnover more difficult.

• David Kim (CEO) is nominated for re-election; other directors bring expertise in capital markets, private equity, and the restaurant industry.

• Most directors are independent under Nasdaq rules, except for David Kim and Jae Chang.

• The Board has a lead independent director and maintains flexibility in leadership structure.

• Board committees include audit, compensation and human capital, and nominating and governance, with charters available online.