LEIFRAS Co., Ltd. filed a Form 6-K on November 4, 2026, disclosing its elections to follow Japanese home country rules in lieu of certain Nasdaq shareholder approval and quorum requirements, in advance of its next annual report on Form 20-F.

Key Highlights

  • Home country exemption elected: The company disclosed it is following home country rules under Nasdaq Listing Rule 5615, exempting it from shareholder approval requirements under Nasdaq Listing Rule 5635.
  • Four exempted categories: The exemption covers shareholder approval for acquisition-related issuances, change-of-control issuances, equity compensation plan establishment or amendment, and issuances of 20% or more of interest or voting power outside a public offering.
  • Quorum exemption: The company follows home country practice instead of the Nasdaq Listing Rule 5620(c) quorum requirement of 33-1/3% for shareholder meetings.
  • Japanese law quorum retained for certain matters: Under the Companies Act of Japan and the company's articles of incorporation, a quorum of not less than one-third of total voting rights is required for election of directors, statutory auditors, and certain other matters.
  • Signed by CEO: The filing was signed by Kiyotaka Ito, Representative Director and Chief Executive Officer.

LEIFRAS Clarifies Corporate Governance Exemptions Ahead of 2026 Form 20-F

According to the filing, LEIFRAS Co., Ltd. (NASDAQ:LFS), a joint-stock corporation with limited liability organized under Japanese law and headquartered in Tokyo, Japan, submitted this Form 6-K "to clarify the home country rule exemption disclosure to be included in the next Form 20-F" covering the fiscal year ending December 31, 2026. The filing describes the specific Nasdaq listing rules from which the company has elected exemption under Nasdaq Listing Rule 5615.

The company disclosed that its board of directors has elected to follow Japanese home country rules rather than seeking shareholder approval as required under Nasdaq Listing Rule 5635. As stated in the filing, the exempted circumstances include issuances connected to acquisitions, issuances resulting in a change of control, the establishment or amendment of equity-based compensation plans and arrangements, and certain non-public-offering transactions involving 20% or more of the company's interest or voting power.

Regarding the quorum requirement, the filing stated that the company follows home country practice in lieu of Nasdaq Listing Rule 5620(c), which mandates a 33-1/3% quorum for shareholder meetings. The company's articles of incorporation, consistent with Japanese law and "generally accepted business practices," provide no quorum requirement for general shareholder resolutions. However, the filing noted that under the Companies Act of Japan and the company's articles, a quorum of not less than one-third of total voting rights applies to elections of directors, statutory auditors, and certain other specified matters.

What Was Disclosed

LEIFRAS Co., Ltd. filed a Form 6-K for November 2026 disclosing its corporate governance exemptions from specific Nasdaq shareholder approval and quorum rules, citing home country practice under Japanese law, ahead of its annual Form 20-F filing.