6-K
Honda Motor Co Ltd (HMC)
No.1-7628
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 2024
COMMISSION FILE NUMBER: 1-07628
HONDA GIKEN KOGYO KABUSHIKI KAISHA
(Name of registrant)
HONDAMOTOR CO., LTD.
(Translation of registrant’s name into English)
1-1, Minami-Aoyama 2-chome,Minato-ku, Tokyo 107-8556, 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
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):
Contents
| Exhibit 1: |
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| Notice of Submission of Extraordinary Report Relating to Resolutions Passed and Results of Voting at the 100th Ordinary General Meeting of Shareholders. |
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.
| HONDA GIKEN KOGYO KABUSHIKI KAISHA (HONDA MOTOR CO., LTD.) |
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| /s/ Sumihiro Takahashi |
| Sumihiro Takahashi |
| General Manager |
| Finance Division |
| Honda Motor Co., Ltd. |
Date: June 24, 2024
| This document is a translation from the Japanese original Notice of Resolutions passed by<br>the 100th Ordinary General Meeting of Shareholders of Honda Motor Co., Ltd., prepared for the convenience of shareholders outside Japan. In case of any discrepancy between the translated document and the Japanese original, the latter shall<br>prevail. |
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June 24, 2024
| To: | Shareholders of Honda Motor Co., Ltd. |
|---|---|
| From: | Honda Motor Co., Ltd. |
| --- | --- |
1-1, Minami-Aoyama 2-chome,
Minato-ku, Tokyo, 107-8556
Toshihiro Mibe
Director,
President and Representative Executive Officer
Notice of Submission of Extraordinary Report Relating to Resolutions Passed
and Results of Voting at the 100th Ordinary General Meeting of Shareholders
Honda Motor Co., Ltd. (hereinafter referred to as “the Company”) hereby notifies you as follows that it has submitted with the relevant Japanese authority an Extraordinary Report (the “Extraordinary Report”) on June 24, 2024 pursuant to the Financial Instruments and Exchange Law of Japan with respect to the resolutions passed and the results of voting at the 100th Ordinary General Meeting of Shareholders of the Company held on June 19, 2024 (the “General Shareholders’ Meeting”).
Particulars
| 1. | Reason for Submitting the Extraordinary Report |
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The Company has submitted 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 concerning Disclosure of Corporate Affairs, etc. to report on matter resolved and the results of voting at the General Shareholders’ Meeting.
| 2. | Details of the Extraordinary Report |
|---|---|
| (1) | Date on which the General Shareholders’ Meeting was held: |
| --- | --- |
June 19, 2024
| (2) | Details of the matter resolved: |
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ITEM: Election of Twelve (12) Directors
Twelve (12) Directors were elected: Toshihiro Mibe, Shinji Aoyama, Noriya Kaihara, Eiji Fujimura, Asako Suzuki, Jiro Morisawa, Kunihiko Sakai, Fumiya Kokubu, Yoichiro Ogawa, Kazuhiro Higashi, Ryoko Nagata, and Mika Agatsuma.
| (3) | Number of affirmative votes, negative votes and abstentions in respect of the matter for resolution described<br>above, requirements for the approval of such matter for resolution and results of voting: | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Proposals | Number of<br>affirmative<br>votes | Number of<br>negative<br>votes | Number of<br>abstentions | Ratio of<br>affirmative<br>votes (%) | Approved/<br><br><br>disapproved | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ITEM Election of Twelve (12) Directors | |||||||||
| Toshihiro Mibe | 37,225,263 | 3,111,766 | 883,717 | 89.42 | Approved | ||||
| Shinji Aoyama | 39,378,296 | 958,740 | 883,717 | 94.59 | Approved | ||||
| Noriya Kaihara | 39,352,524 | 984,511 | 883,718 | 94.53 | Approved | ||||
| Eiji Fujimura | 39,354,522 | 1,865,954 | 272 | 94.53 | Approved | ||||
| Asako Suzuki | 38,307,272 | 2,024,295 | 889,181 | 92.01 | Approved | ||||
| Jiro Morisawa | 39,287,775 | 1,932,700 | 272 | 94.37 | Approved | ||||
| Kunihiko Sakai | 39,385,517 | 946,057 | 889,181 | 94.60 | Approved | ||||
| Fumiya Kokubu | 39,069,299 | 2,124,592 | 26,859 | 93.85 | Approved | ||||
| Yoichiro Ogawa | 39,863,707 | 467,867 | 889,181 | 95.75 | Approved | ||||
| Kazuhiro Higashi | 39,223,910 | 1,107,665 | 889,181 | 94.22 | Approved | ||||
| Ryoko Nagata | 40,100,988 | 236,055 | 883,717 | 96.32 | Approved | ||||
| Mika Agatsuma | 41,133,961 | 86,519 | 278 | 98.80 | Approved |
Notes:
| (i) | The requirement for approval of matter for resolution is as follows: |
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A majority vote of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders entitled to vote.
| (ii) | The ratio of affirmative votes is the ratio of the aggregate of the number of voting rights exercised prior to<br>the General Shareholders’ Meeting and the number of votes by the shareholders present at the General Shareholders’ Meeting, through which approval was able to be ascertained for each of the proposals, against the aggregate of the number of<br>voting rights exercised prior to the General Shareholders’ Meeting and the number of voting rights of all the shareholders present at the General Shareholders’ Meeting. |
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| (4) | Reasons for not including certain number of votes by shareholders present at the meeting in the number of votes<br>mentioned above: |
| --- | --- |
The aggregate number of (a) the voting rights exercised prior to the General Shareholders’ Meeting and (b) the votes by shareholders present at the General Shareholders’ Meeting, through which approval or disapproval was able to be ascertained for each of the proposals, was sufficient to meet the approval requirements and therefore the matter was duly resolved under the Companies Act. Accordingly, the numbers of votes by the shareholders present at the General Shareholders’ Meeting, but for which approval, disapproval or abstention for each proposal could not be confirmed, were not included in the numbers of affirmative votes/negative votes/abstentions mentioned in paragraph (3) above.