Form 6-K

 

 

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 March 2011

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8333

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, 2012
Mizuho Financial Group, Inc.
By:  

/s/ Hideyuki Takahashi

Name:   Hideyuki Takahashi
Title:   Managing Director / CFO


June 29, 2012

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 10th Ordinary General Meeting of Shareholders of the Company held on June 26, 2012, the Company filed the extraordinary report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law 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 26, 2012

(2) Details of Matters to be Resolved

<Company’s Proposals (Proposals 1 through 3)>

 

Proposal 1:   

Disposal of surplus

   (i) Matters related to Dividends from Surplus to Shareholders
  

Common Stock

   JPY 3 per share
  

Eleventh Series

Class XI Preferred Stock

   JPY 10 per share
  

Thirteenth Series

Class XIII Preferred Stock

   JPY 15 per share
  

(ii) Effective Date of Dividends from Surplus

June 26, 2012

 

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Proposal 2:    Appointment of three (3) Directors
   It was proposed that Messrs. Takashi Tsukamoto, Hideyuki Takahashi and Daisaku Abe, three (3) in total, be appointed to assume the office of Director.
Proposal 3:    Appointment of one (1) Corporate Auditor
   It was proposed that Mr. Masami Ishizaka be appointed to assume the office of Corporate Auditor.
<Shareholders’ Proposals (Proposals 4 through 13)>
Proposal 4:    Partial amendment to the Articles of Incorporation
   It was proposed that a provision be added to the Articles of Incorporation providing that the maximum amount of compensation for each of the officers and employees shall be JPY 30 million.
Proposal 5:    Partial amendment to the Articles of Incorporation (Evaluation of stock in the case of having an interest in a company subject to the evaluation)
   It was proposed that a provision be added to the Articles of Incorporation to the effect that the Company shall instruct its subsidiaries, in the case any of them is requested to prepare an evaluation report on corporate value concerning a company, to carefully make a decision on whether to accept the mandate by taking into consideration, among other things, any interest in the company subject to the evaluation.
Proposal 6:    Partial amendment to the Articles of Incorporation (Exercise of voting rights of shares held for strategic reasons)
   It was proposed that a provision be added to the Articles of Incorporation to the effect that the Company shall instruct its subsidiaries to exercise appropriately their voting rights of shares held for strategic reasons.
Proposal 7:    Partial amendment to the Articles of Incorporation (Concerning disclosure of policy and results of officer training)
   It was proposed that a provision be added to the Articles of Incorporation to the effect that the results and other matters in respect of the training for officers shall be disclosed on the Company’s website.

 

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Proposal 8:    Partial amendment to the Articles of Incorporation (Disclosure of compensation paid to each officer)
   It was proposed that a provision be added to the Articles of Incorporation to the effect that the amount of compensation and/or bonus for Directors and Corporate Auditors shall be individually described in reference materials attached to the convocation notice of the general meeting of shareholders.
Proposal 9:    Partial amendment to the Articles of Incorporation (Cooperation in research on eligibility of welfare recipients)
   It was proposed that a provision be added to the Articles of Incorporation to the effect that the Company, upon inquiry from public agencies as to research on eligibility of welfare recipients, shall make efforts to respond to the nationwide inquiries, and that an additional clause also be added.
Proposal 10:    Partial amendment to the Articles of Incorporation (Relaxing of the restriction on the number of characters available with regard to a shareholders’ proposal)
   It was proposed that a provision be added to the Articles of Incorporation to the effect that the restriction on the number of characters in a description of reasons for a shareholder’s proposal shall be relaxed.
Proposal 11:    Partial amendment to the Articles of Incorporation (Prohibition on considering a blank vote as approval for the Company’s proposal and as disapproval for the shareholder’s proposal)
   It was proposed that a provision be added to the Articles of Incorporation to the effect that differential treatment between the Company’s proposals and shareholder’s proposals with respect to blank voting forms without indications of either shareholders’ approval or disapproval shall be prohibited.
Proposal 12:    Partial amendment to the Articles of Incorporation (Separation of the chairman of a meeting of the Board of Directors and CEO)
   It was proposed that a provision be added to the Articles of Incorporation to the effect that a Director is in principle prohibited from acting concurrently as chairman of the meeting of the board of directors and CEO, and any of Outside Directors shall act as chairman of a meeting of the board of directors.

 

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Proposal 13:    Partial amendment to the Articles of Incorporation (Establishment of liaison for whistle-blowing at the Board of Corporate Auditors)
   It was proposed that a provision be added to the Articles of Incorporation to the effect that a liaison for whistle-blowing with respect to misconduct of in-house members of the Board of Directors shall be established at the Board of Corporate Auditors and the process thereof shall be disclosed inside and outside the Company.

 

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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

Disposal of surplus

     142,283,351         1,203,676         57,870         96         Adopted   

Proposal 2

Appointment of three (3) Directors

Takashi Tsukamoto

Hideyuki Takahashi

Daisaku Abe

    

 

 

132,023,383

136,954,652

136,969,345

  

  

  

    

 

 

10,944,573

6,119,379

6,104,712

  

  

  

    

 

 

576,363

470,294

470,268

  

  

  

    

 

 

89

93

93

  

  

  

    

 

 

Adopted

Adopted

Adopted

  

  

  

Proposal 3

Appointment of one (1) Corporate Auditor

Masami Ishizaka

     136,564,257         6,941,036         39,708         92         Adopted   

Proposal 4

Partial amendment to the Articles of Incorporation

     17,578,140         125,785,910         179,833         11         Rejected   

Proposal 5

Partial amendment to the Articles of Incorporation

(Evaluation of stock in the case of having an interest in a

company subject to the evaluation)

     17,392,149         125,921,064         229,920         11         Rejected   

Proposal 6

Partial amendment to the Articles of Incorporation (Exercise of voting rights of shares held for strategic reasons)

     40,962,817         102,292,949         286,409         27         Rejected   

Proposal 7

Partial amendment to the Articles of Incorporation

(Concerning disclosure of policy and results of officer training)

     41,769,802         101,414,755         358,654         28         Rejected   

Proposal 8

Partial amendment to the Articles of Incorporation

(Disclosure of compensation paid to each officer)

     40,955,810         102,314,171         273,554         27         Rejected   

 

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Proposal 9

Partial amendment to the Articles of Incorporation

(Cooperation in research on eligibility of welfare recipients)

     16,300,495         126,703,090         542,052         11         Rejected   

Proposal 10

Partial amendment to the Articles of Incorporation

(Relaxing of the restriction on the number of characters available with regard to a shareholders’ proposal)

     38,248,966         105,010,120         284,538         26         Rejected   

Proposal 11

Partial amendment to the Articles of Incorporation

(Prohibition on considering a blank vote as approval for the

Company’s proposal and as disapproval for the shareholder’s proposal)

     41,182,130         101,832,418         531,342         28         Rejected   

Proposal 12

Partial amendment to the Articles of Incorporation

(Separation of the chairman of a meeting of the Board of Directors and CEO)

     36,355,305         106,743,683         446,660         24         Rejected   

Proposal 13

Partial amendment to the Articles of Incorporation

(Establishment of liaison for whistle-blowing at the Board of Corporate Auditors)

     34,459,904         108,547,077         538,677         23         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 is required for the adoption of proposal 1.

 

   

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 3.

 

   

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 proposals 4 through 13.

 

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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 results of all the proposals were conclusively decided by the exercise of the voting rights prior to the date of this general meeting, only the number of voting rights for approval, disapproval and abstentions of the shareholders present at the general meeting, which the Company was able to confirm, including those of the shareholders present by proxy and of officers, etc., present, has been counted.

-End-

 

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