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 June 2016
Commission File Number 001-33098
Mizuho Financial Group, Inc.
(Translation of registrant’s name into English)
5-5, Otemachi 1-chome
Chiyoda-ku, Tokyo 100-8176
Japan
(Address of principal executive office)
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 x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- .
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 29, 2016 | ||
| Mizuho Financial Group, Inc. | ||
| By: | /s/ Koichi Iida | |
| Name: | Koichi Iida | |
| Title: | Managing Executive Officer / Group CFO | |
June 29, 2016
To whom it may concern:
Mizuho Financial Group, Inc.
Filing of Extraordinary Report
Mizuho Financial Group, Inc. (the “Company”) hereby announces that it filed today an extraordinary report concerning the results of the exercise of voting rights at the general meeting of shareholders of the Company.
1. Reason for Filing
Given that the proposals were adopted or rejected at the 14th Ordinary General Meeting of Shareholders of the Company held on June 24, 2016, the Company filed the extraordinary report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.
2. Description of Report
| (1) | Date on Which the General Meeting of Shareholders Was Held |
June 24, 2016
| (2) | Details of Matters to be Resolved |
| <Company’s Proposals (Proposals 1 and 2)> | ||||
| Proposal 1: | Partial amendment to the Articles of Incorporation | |||
| Proposal 2: | Appointment of thirteen (13) Directors | |||
| It was proposed that Messrs. Yasuhiro Sato, Shusaku Tsuhara, Ryusuke Aya, Koji Fujiwara, Koichi Iida, Hideyuki Takahashi, Nobukatsu Funaki, Mitsuo Ohashi, Tetsuo Seki, Takashi Kawamura, Tatsuo Kainaka and Hirotake Abe and Ms. Hiroko Ota, thirteen (13) in total, be appointed to assume the office of Director. | ||||
| <Shareholders’ Proposals (Proposals 3 through 10)> | ||||
| Proposal 3: | Partial amendment to the Articles of Incorporation (Organizations that decide dividends from surplus, etc.) | |||
| Proposal 4: | Partial amendment to the Articles of Incorporation (Exercise of voting rights of shares held for strategic reasons) | |||
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| Proposal 5: | Appointment as Director | |||
| Proposal 6: | Partial amendment to the Articles of Incorporation (Improvement in respect of the manner of speaking to customers as well as the handling of customers on the telephone) | |||
| Proposal 7: | Partial amendment to the Articles of Incorporation (Not informing customers of their inferiority of customer grade) | |||
| Proposal 8: | Partial amendment to the Articles of Incorporation (Abolishment of minimum fee for Green Sheet) | |||
| Proposal 9: | Amendment to the Articles of Incorporation (Abolishment of Mizuho Securities’ Customer Grading System (excluding IPOs)) | |||
| Proposal 10: | Partial amendment to the Articles of Incorporation (Submission to Bank of Japan of written request for withdrawal of negative interest rate policy) | |||
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| (3) | Number of Voting Rights for Approval, Disapproval and Abstentions in the Matters to be Resolved, and the Approval Requirements and Voting Results thereof |
| Matters to be Resolved |
Number of Approvals (units) |
Number of Disapprovals (units) |
Number of Abstentions (units) |
Approval Rate (%) |
Voting Result |
|||||||||||||||
| Proposal 1 |
168,324,558 | 648,484 | 46,209 | 97 | Adopted | |||||||||||||||
| Proposal 2 |
Adopted | |||||||||||||||||||
| Yasuhiro Sato |
166,545,139 | 2,547,266 | 49,531 | 96 | Adopted | |||||||||||||||
| Shusaku Tsuhara |
166,446,925 | 2,454,569 | 240,442 | 96 | Adopted | |||||||||||||||
| Ryusuke Aya |
166,446,980 | 2,454,548 | 240,407 | 96 | Adopted | |||||||||||||||
| Koji Fujiwara |
166,446,636 | 2,454,898 | 240,402 | 96 | Adopted | |||||||||||||||
| Koichi Iida |
167,039,398 | 1,862,136 | 240,402 | 96 | Adopted | |||||||||||||||
| Hideyuki Takahashi |
159,628,408 | 9,273,110 | 240,402 | 92 | Adopted | |||||||||||||||
| Nobukatsu Funaki |
162,593,647 | 6,307,871 | 240,406 | 94 | Adopted | |||||||||||||||
| Mitsuo Ohashi |
156,163,295 | 12,929,111 | 49,531 | 90 | Adopted | |||||||||||||||
| Tetsuo Seki |
166,797,156 | 2,295,254 | 49,531 | 96 | Adopted | |||||||||||||||
| Takashi Kawamura |
166,803,091 | 2,289,319 | 49,531 | 96 | Adopted | |||||||||||||||
| Tatsuo Kainaka |
166,905,711 | 2,186,699 | 49,531 | 96 | Adopted | |||||||||||||||
| Hirotake Abe |
166,964,544 | 2,125,714 | 51,683 | 96 | Adopted | |||||||||||||||
| Hiroko Ota |
166,983,354 | 2,106,903 | 51,683 | 96 | Adopted | |||||||||||||||
| Proposal 3 |
82,798,098 | 84,193,029 | 2,173,365 | 48 | Rejected | |||||||||||||||
| Proposal 4 |
46,764,924 | 122,264,128 | 137,385 | 27 | Rejected | |||||||||||||||
| Proposal 5 |
10,427,910 | 158,515,695 | 221,300 | 6 | Rejected | |||||||||||||||
| Proposal 6 |
10,215,889 | 158,859,109 | 89,926 | 5 | Rejected | |||||||||||||||
| Proposal 7 |
10,089,697 | 158,990,768 | 85,541 | 5 | Rejected | |||||||||||||||
| Proposal 8 |
10,323,042 | 158,752,005 | 89,936 | 5 | Rejected | |||||||||||||||
| Proposal 9 |
10,298,538 | 158,777,104 | 89,949 | 5 | Rejected | |||||||||||||||
| Proposal 10 |
10,450,016 | 158,624,003 | 91,860 | 6 | Rejected | |||||||||||||||
(Note) Approval requirements for the adoption of each proposal are as follows:
| • | Approval of a majority of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required for the adoption of proposals 2 and 5. |
| • | Approval of not less than two-thirds (2/3) of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required for the adoption of proposal 1, proposal 3, proposal 4 and proposals 6 through 10. |
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| (4) | Reason for Not Counting a Portion of the Voting Rights of the Shareholders Present at the General Meeting of Shareholders |
Since the adoption or rejection of all the proposals was conclusively decided by the exercise of the voting rights prior to the date of this general meeting and the number of voting rights of shareholders in attendance at this general meeting, whose approval or disapproval the Company was able to confirm, the number of voting rights for approval, disapproval and abstentions does not include those of some of the shareholders present at the general meeting.
-End-
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