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6-K

Canon Inc (CAJPY)

6-K 2022-04-01 For: 2022-04-01
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Added on April 10, 2026

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 …… April ………………………………………………………… , 2022
CANON INC.
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(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…. April 1, 2022 By ……/s/……… Sachiho Tanino…………
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(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.

  1. Extraordinary Report

(Translation)

Cover Page

Document Name: Extraordinary Report
Filed with: The Director-General of the Kanto Local Finance Bureau
Filing Date: April 1, 2022
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: Takahiro Namba, General Manager, Accounting Division
Nearest Contact Location: 30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo
Telephone Number: (03)3758-2111
Name of Contact Person: Takahiro Namba, 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
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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 121st Business Term (the “Ordinary General Meeting”) of the Company held at March 30, 2022.

2. Description of Report
(1) Date on which the Ordinary General Meeting was held:
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March 30, 2022
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(2) Details of the Matters Resolved:
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Item No.1: Dividend from Surplus
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a. Matters regarding allocation of the dividend property and its total amount:
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55.00 yen per one common share of the Company
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Total amount of dividend 57,517,446,745 yen
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b. Effective date of the distribution of the dividend from surplus:
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March 31, 2022
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Item No.2: Partial Amendment to the Articles of Incorporation
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It was proposed that, since the system for providing informational materials for the general meeting of shareholders in electronic format has been established as provided for in the Act Partially Amending the Companies Act (Act No. 70 of 2019), and the provisions of the amended Companies Act that stipulates the system are to be enforced on September 1, 2022, necessary changes be made in preparation for the introduction of the system.

Item No.3: Election of Five Directors

It was proposed that the following persons be elected as Directors:

Messrs. Fujio Mitarai, Toshizo Tanaka, Toshio Homma, Kunitaro Saida and Yusuke Kawamura.

Item No.4: Election of Two Audit & Supervisory Board Members

It was proposed that the following persons be elected as Audit & Supervisory Board Members:

Messrs. Katsuhito Yanagibashi and Koichi Kashimoto.

Item No.5: Grant of Bonus to Directors

It was proposed that bonus be granted to the three Directors excluding Outside Directors as of the end of this term, which totals 231,900,000 yen.

(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 of<br><br><br>favorable votes (%) Results
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Item No.1 7,734,424 34,119 629 98.83 Approved
Item No.2 7,752,341 16,151 676 99.06 Approved
Item No.3
Fujio Mitarai 5,891,849 1,796,094 81,180 75.28 Approved
Toshizo Tanaka 6,707,911 1,060,572 639 85.71 Approved
Toshio Homma 6,868,743 899,747 639 87.77 Approved
Kunitaro Saida 6,774,287 994,205 639 86.56 Approved
Yusuke Kawamura 7,685,084 83,418 639 98.20 Approved
Item No.4
Katsuhito Yanagibashi 7,384,422 374,124 10,447 94.36 Approved
Koichi Kashimoto 6,409,232 1,349,308 10,447 81.90 Approved
Item No.5 7,642,426 125,430 1,175 97.65 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>
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2. The “Ratio of favorable votes” is the ratio of the following 1) to 2);
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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.)
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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.
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3. The requirements for approval of each resolution are as follows:
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- For Item No.1 and 5, a majority of the votes of the shareholders present at the Ordinary General Meeting<br>who are entitled to exercise voting rights;
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- For Item No.2, not less than two-thirds (2/3) of the votes of the<br>shareholders present at the Ordinary General Meeting who hold shares representing in aggregate not less than one-third (1/3) of the votes of all shareholders entitled to exercise voting rights;<br>
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- For Item No.3 and 4, 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.
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* In this paragraph, each number of voting rights held by shareholders present at the Ordinary General<br>Meeting includes the number of voting rights exercised in advance by the day prior to the Ordinary General Meeting.
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(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 (provided that such shareholders’ intention to approve or disapprove the propositions could be ascertained), was sufficient to meet all requirements pursuant to the<br>Corporation Law to approve all of the items, and the resolution was legally passed under the Corporation Law. Accordingly, the number of voting rights of shareholders present at the Meeting whose intention to approve or disapprove the propositions<br>or abstain from the vote could not be ascertained, were not counted.
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