MRM 6-K
Medirom Healthcare Technologies Inc. (MRM)
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 April, 2025
Commission File Number 001-39809
MEDIROM HEALTHCARE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
2-3-1 Daiba, Minato-ku
Tokyo 135-0091, Japan
(Address of Principal Executive Offices)
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
Convocation of Ordinary General Meeting of Shareholders of MEDIROM Healthcare Technologies Inc. for Fiscal Year 2024; Proxy Materials
In accordance with the rules and regulations of the Japanese Companies Act, on April 18, 2025, MEDIROM Healthcare Technologies Inc. (the “Company”) circulated a notice and accompanying information (the “Notice”), including proxy card and voting instructions, to all holders of its common shares and American Depositary Shares representing such common shares, with respect to its 25th Ordinary General Meeting of Shareholders (the “Meeting”) to be held in Tokyo, Japan on May 30, 2025.
Copies of the Notice and accompanying proxy cards for holders of common shares (the “Japanese Card”) and holders of American Depositary Shares (the “ADS Card”) and voting instructions are being furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this report on Form 6-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
This report on Form 6-K does not constitute a proxy solicitation. Shareholders wishing to attend, and/or vote their shares at, the Meeting should refer to, and follow the instructions set forth in, the Notice and the Japanese Card or the ADS Card, as the case may be.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 23, 2025 | MEDIROM HEALTHCARE TECHNOLOGIES INC. | ||
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| | By: | /s/ Fumitoshi Fujiwara | |
| | | Name: | Fumitoshi Fujiwara |
| | | Title: | Chief Financial Officer |
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Exhibit 99.2
[NOTICE: This is a translation of the Japanese original for reference purposes only, and in the event of any discrepancy, the Japanese original shall prevail.]
Voting Form
To MEDIROM Healthcare Technologies Inc.
I hereby vote on each proposal for the annual general meeting and the class shareholders’ meeting concerning common shareholders of MEDIROM Healthcare Technologies Inc. to be held on Friday, May 30, 2025, as indicated by the circle below. If no indication is presented on a certain proposal, please treat my vote on such proposal as “For”.
| Proposal 1 | | For ・Against | |
|---|---|---|---|
| Proposal 2 | | For ・Against | |
| Proposal 3 | Kouji Eguchi | For ・Against | |
| Fumitoshi Fujiwara | For ・Against | ||
| Tomoya Ogawa | For ・Against | ||
| Akira Nojima | For ・Against |
| | , 2025 | |
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| | Address | | | |
|---|---|---|---|---|
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| | | | | |
| | Name | | [Seal] | |
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| | Number of Votes | | |
Exhibit 99.3
| Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved<br>styleIPC<br>Instructions to The Bank of New York Mellon, as Depositary<br>(Must be received prior to 12:00 p.m. EST on May 22, 2025)<br>The undersigned registered holder of American Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, insofar<br>as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipt of MEDIROM Healthcare<br>Technologies Inc. registered in the name of the undersigned on the books of the Depositary as of the close of business on February 28, 2025 at the Annual<br>General Meeting of Shareholders of MEDIROM Healthcare Technologies Inc. to be held on May 30, 2025 in Minato-ku, Tokyo, Japan.<br>NOTE:<br>1. Please direct the Depositary how it is to vote by placing an X in the appropriate box opposite the resolution.<br>2. It is understood that, if this form is signed and returned but no instructions are indicated in the boxes, then the Depositary will not vote such<br>items.<br>3. It is understood that, if this form is not signed, or not returned, the Depositary will not vote such items.<br>MEDIROM Healthcare Technologies Inc.<br>PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE<br>MEDIROM Healthcare Technologies Inc.<br>Annual General Meeting<br>For Shareholders of record as of February 28, 2025<br>Friday, May 30, 2025 9:00 AM, Local Time<br>BNY Mellon: PO BOX 505006, Louisville, KY 40233-5006<br>Internet:<br>www.proxypush.com/MRM<br>• Cast your vote online<br>• Have your Proxy Card ready<br>• Follow the simple instructions to record your vote<br>Phone:<br>1-866-834-5915<br>• Use any touch-tone telephone<br>• Have your Proxy Card ready<br>• Follow the simple recorded instructions<br>Mail:<br>• Mark, sign and date your Proxy Card<br>• Fold and return your Proxy Card in the postage-paid<br>YOUR VOTE IS IMPORTANT! envelope provided<br>PLEASE VOTE BY: 12:00 p.m. EST on May 22, 2025.<br>Have your ballot ready and please use one<br>of the methods below for easy voting:<br>Your vote<br>matters!<br>Your control number<br>Have the 12 digit control number located in the box above<br>available when you access the website and follow the instructions. |
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| MEDIROM Healthcare Technologies Inc. Annual General Meeting<br>Please make your marks like this:<br>PROPOSAL YOUR VOTE<br>BOARD OF<br>DIRECTORS<br>RECOMMENDS<br>FOR AGAINST<br>#P1# #P1#<br>FOR<br>#P2# #P2#<br>FOR<br>#P4# #P4#<br>FOR<br>#P5# #P5#<br>FOR<br>#P6# #P6#<br>FOR<br>(i) To approve the Company's financial statements<br>(ii) To reduce the Company's registered paid-in capital by re-classifying certain amounts as other capital<br>surplus in the Company's books and records<br>(iii) To re-elect four (4) directors to serve for the ensuing year as members of the Board of Directors<br>Kouji Eguchi<br>Fumitoshi Fujiwara<br>Tomoya Ogawa<br>Akira Nojima #P7# #P7#<br>FOR<br>Proposal_Page - VIFL<br>Authorized Signatures - Must be completed for your instructions to be executed.<br>Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,<br>administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of<br>authorized officer signing the Proxy/Vote Form.<br>Signature (and Title if applicable) Date Signature (if held jointly) Date |
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