6-K
CANON INC (CAJFF)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
| For the month of | …… | March | ………………………………………………………… , | 2020 |
|---|---|---|---|---|
| CANON INC. | ||||
| --- | ||||
| (Translation of registrant’s name into<br>English) | ||||
| 30-2, Shimomaruko 3-Chome, Ohta-Ku, Tokyo 146-8501, Japan | ||||
| (Address of principal executive offices) |
[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F | X | Form 40-F |
|---|
[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.
| CANON INC. | ||
|---|---|---|
| (Registrant) | ||
| Date…. | March 31, 2020 | By ……/s/……… Sachiho Tanino………… |
| --- | --- | --- |
| (Signature)* | ||
| Sachiho Tanino | ||
| General Manager | ||
| Consolidated Accounting Division | ||
| Canon Inc. |
*Print the name and title of the signing officer under his signature.
The following materials are included.
- Extraordinary Report
(Translation)
Cover Page
| Document Name: | Extraordinary Report |
|---|---|
| Filed with: | The Director-General of the Kanto Local Finance Bureau |
| Filing Date: | March 31, 2020 |
| Corporate Name: | Canon Inc. |
| Name and Title of Representative: | Fujio Mitarai, Chairman & CEO |
| Location of Head Office: | 30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo |
| Telephone Number: | (03)3758-2111 |
| Name of Contact Person: | Ichiro Baba, General Manager, Accounting Division |
| Nearest Contact Location: | 30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo |
| Telephone Number: | (03)3758-2111 |
| Name of Contact Person: | Ichiro Baba, General Manager, Accounting Division |
| Places of Public Inspection of<br><br><br>the Extraordinary Report: | Tokyo Stock Exchange, Inc. |
| (2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo)<br><br><br>Nagoya Stock Exchange, Inc.<br><br><br>(8-20, Sakae 3-chome, Naka-ku, Nagoya)<br><br><br>Fukuoka Stock Exchange<br><br><br>(14-2, Tenjin 2-chome, Chuo-ku, Fukuoka)<br><br><br>Sapporo Securities Exchange<br><br><br>(14-1, Minamiichijo-nishi 5-chome, Chuo-ku, Sapporo) | |
| 1. | Reason for Filing |
| --- | --- |
Canon Inc. (the “Company”) is filing this 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 relating to the Disclosure of Details of Corporations, etc. to report the approval of resolutions at the Ordinary General Meeting of Shareholders for the 119th Business Term (the “Ordinary General Meeting”) of the Company held at March 27, 2020.
| 2. | Description of Report |
|---|---|
| (1) | Date on which the Ordinary General Meeting was held: |
| --- | --- |
| March 27, 2020 | |
| --- | |
| (2) | Details of the Matters to be Resolved: |
| --- | --- |
| Item No.1: Dividend from Surplus | |
| --- | |
| a. | Matters concerning allocation of dividend and its total amount: |
| --- | --- |
| 80.00 yen per one common share of the Company | |
| --- | |
| Total amount of dividend 85,106,757,680 yen | |
| --- | |
| b. | Effective date of the dividend from surplus: |
| --- | --- |
| March 30, 2020 | |
| --- | |
| Item No.2: Election of Six Directors | |
| --- |
It was proposed that the following persons be elected as Directors:
Messrs. Fujio Mitarai, Masaya Maeda, Toshizo Tanaka, Toshio Homma, Kunitaro Saida and Haruhiko Kato.
| Item No.3: Election of One Audit & Supervisory Board Member |
|---|
It was proposed that Mr. Ryuichi Ebinuma be elected as an Audit & Supervisory Board Member.
| Item No.4: Election of Accounting Auditor |
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It was proposed that Deloitte Touche Tohmatsu LLC be elected as Accounting Auditor.
| Item No.5: Grant of Bonus to Directors |
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It was proposed that bonus be granted to the four Directors excluding Outside Directors as of the end of this term, which totals 53,500,000 yen.
2
| (3) | The number of voting rights concerning the indication of “for,” “against” or<br>“abstention” for each item; Requirements for approving the items; and Results of resolutions | ||||
|---|---|---|---|---|---|
| Item | For | Against | Abstention | Ratio<br>of<br> favorable votes (%) | Results |
| --- | --- | --- | --- | --- | --- |
| Item No.1 | 7,551,115 | 21,958 | 248 | 99.44 | Approved |
| Item No.2 | |||||
| Fujio Mitarai | 6,850,417 | 689,469 | 33,488 | 90.21 | Approved |
| Masaya Maeda | 7,176,427 | 363,459 | 33,488 | 94.50 | Approved |
| Toshizo Tanaka | 7,279,169 | 282,639 | 11,573 | 95.85 | Approved |
| Toshio Homma | 7,313,276 | 248,532 | 11,573 | 96.30 | Approved |
| Kunitaro Saida | 7,142,642 | 430,494 | 248 | 94.06 | Approved |
| Haruhiko Kato | 7,306,553 | 266,583 | 248 | 96.21 | Approved |
| Item No.3 | |||||
| Ryuichi Ebinuma | 6,989,646 | 573,668 | 10,039 | 92.04 | Approved |
| Item No.4 | 7,537,149 | 35,643 | 627 | 99.25 | Approved |
| Item No.5 | 7,444,030 | 116,415 | 12,940 | 98.02 | Approved |
| Note: | 1. | Each of the number of “For,” “Against” and “Abstention” is the aggregate number of the voting rights a)<br>exercised in advance by the day prior to the Ordinary General Meeting, and b) exercised by shareholders present at the Meeting (provided that such shareholders’ intention to approve or disapprove the propositions could be ascertained.)<br> | |||
| --- | --- | --- | |||
| 2. | The “Ratio of favorable votes” is the ratio of the following 1) to 2); | ||||
| --- | --- | ||||
| 1) | the aggregate number of votes in favor exercised in advance by the day prior to the Ordinary General<br>Meeting, and those exercised by shareholders present at the Meeting (provided that such shareholders’ intention to approve the propositions could be ascertained.) | ||||
| --- | --- | ||||
| 2) | the total number of voting rights exercised in advance by the day prior to the Ordinary General Meeting<br>and those of shareholders present at the Meeting. | ||||
| --- | --- | ||||
| 3. | The requirements for approval of each resolution are as follows: | ||||
| --- | --- | ||||
| - | For Item No.1, 4 and 5, a majority of the votes of the shareholders present at the Ordinary General<br>Meeting who are entitled to exercise voting rights; | ||||
| --- | --- | ||||
| - | For Item No.2 and 3, a majority of the votes of the shareholders present at the Ordinary General Meeting<br>who hold shares representing in aggregate not less than one-third (1/3) of the votes of all shareholders entitled to exercise voting rights. | ||||
| --- | --- | ||||
| * | In this paragraph, each number of voting rights held by shareholders present at the Meeting includes the<br>number of voting rights exercised in writing or by means of electronic transmission. | ||||
| --- | --- | ||||
| (4) | The aggregate number of a) voting rights exercised in advance by the day prior to the Ordinary General<br>Meeting and b) voting rights exercised by shareholders present at the Meeting, and such shareholders’ intention to approve or disapprove the propositions could be ascertained, was sufficient to meet all requirements pursuant to the Corporation<br>Law to approve all of the items. Accordingly, voting rights of shareholders present at the Ordinary General Meeting whose intention to approve or disapprove the propositions or abstain from the vote could not be ascertained, were not counted.<br> | ||||
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