Mizuho Financial Group Inc (MFG) 6-K/A, filed Sep 29, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2020

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 ☒ 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 ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- .

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-233354) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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:	September 29, 2020
Mizuho Financial Group, Inc.
By:	/s/ Makoto Umemiya
Name:	Makoto Umemiya
Title:	Senior Managing Executive Officer / Group CFO

September 29, 2020

To whom it may concern:

Mizuho Financial Group, Inc.

Amendment Report for Extraordinary Report

1. Reason for filing Amendment Report for Extraordinary Report

On June 30, 2020, Mizuho Financial Group filed an extraordinary report concerning the results of the exercise of voting rights at the Ordinary General Meeting of Shareholders pursuant to the provisions of Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs of Japan. However, in order to make partial amendments, this amendment report for such extraordinary report is filed pursuant to the provisions of Article 24-5, Paragraph 5 of the Financial Instruments and Exchange Act of Japan.

2. Amended matters

Description of report

(3)	Number of voting rights for approval, disapproval and abstentions in the matters to be resolved, and the<br>approval requirements and voting results thereof

3. Amendments

Amendments have been underlined.

Before amendment

(3)	Number of voting rights for approval, disapproval and abstentions in the matters to be resolved, and the<br>approval requirements and voting results thereof
Matters to be resolved		Number of<br>approvals<br>(units)			Number of<br>disapprovals<br>(units)			Number of<br>abstentions<br>(units)			Approval<br>rate (%)			Voting<br>result
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Proposal 1
Tatsufumi Sakai			169,844,360			2,458,752			292,895			98			Adopted
Satoshi Ishii			169,217,905			2,905,989			472,112			97			Adopted
Motonori Wakabayashi			169,333,648			2,790,246			472,112			97			Adopted
Makoto Umemiya			169,252,872			2,871,021			472,112			97			Adopted
Hiroaki Ehara			169,331,661			2,792,178			472,166			97			Adopted
Yasuhiro Sato			168,271,223			4,031,887			292,895			97			Adopted
Hisaaki Hirama			162,862,435			9,261,404			472,152			94			Adopted
Tetsuo Seki			149,347,355			23,025,441			223,195			86			Adopted
Tatsuo Kainaka			167,482,522			5,069,505			43,972			96			Adopted
Yoshimitsu Kobayashi			171,153,790			1,398,236			43,984			98			Adopted
Ryoji Sato			171,389,368			1,162,669			43,972			98			Adopted
Masami Yamamoto			151,742,805			20,629,994			223,191			87			Adopted
Izumi Kobayashi			171,099,894			1,452,134			43,979			98			Adopted
Proposal 2			171,320,835			1,250,083			44,079			98			Adopted
Proposal 3			171,484,437			1,092,436			44,091			99			Adopted
Proposal 4			170,858,704			1,690,684			44,103			98			Adopted
Proposal 5			59,570,093			112,965,215			88,251			34			Rejected
Proposal 6			54,535,648			118,044,663			44,543			31			Rejected
Proposal 7			10,383,266			161,976,099			263,894			5			Rejected
Proposal 8			10,283,123			162,077,110			263,919			5			Rejected
Proposal 9			10,034,416			162,453,027			135,004			5			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<br>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.
		• ·Approval of not less than two-thirds (2/3) of the voting rights held<br>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<br>proposals 2 through 9.

After amendment

(3)	Number of voting rights for approval, disapproval and abstentions in the matters to be resolved, and the<br>approval requirements and voting results thereof
Matters to be resolved		Number of<br>approvals<br>(units)				Number of<br>disapprovals<br>(units)			Number of<br>abstentions<br>(units)			Approval<br>rate (%)			Voting<br>result
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Proposal 1
Tatsufumi Sakai			170,126,441				2,462,040			292,895			98			Adopted
Satoshi Ishii			169,500,008				2,909,255			472,112			97			Adopted
Motonori Wakabayashi			169,615,781				2,793,482			472,112			97			Adopted
Makoto Umemiya			169,534,993				2,874,269			472,112			97			Adopted
Hiroaki Ehara			169,613,764				2,795,444			472,166			97			Adopted
Yasuhiro Sato			168,552,775				4,035,704			292,895			97			Adopted
Hisaaki Hirama			163,144,556				9,264,652			472,152			94			Adopted
Tetsuo Seki			149,627,118				23,031,047			223,195			86			Adopted
Tatsuo Kainaka			167,762,111				5,075,285			43,972			96			Adopted
Yoshimitsu Kobayashi			171,435,627				1,401,768			43,984			98			Adopted
Ryoji Sato			171,671,228				1,166,178			43,972			98			Adopted
Masami Yamamoto			152,024,811				20,633,357			223,191			87			Adopted
Izumi Kobayashi			171,381,782				1,455,615			43,979			98			Adopted
Proposal 2			171,597,620				1,258,636			44,079			98			Adopted
Proposal 3			171,764,114				1,098,128			44,091			98			Adopted
Proposal 4			171,137,205				1,697,492			44,103			98			Adopted
Proposal 5			59,613,362				113,207,358			88,251			34			Rejected
Proposal 6			54,578,286				118,287,457			44,543			31			Rejected
Proposal 7			10,430,464				162,214,364			263,894			6			Rejected
Proposal 8			10,330,079				162,315,617			263,919			5			Rejected
Proposal 9			10,077,909				162,694,955			135,004			5			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<br>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.
		• Approval of not less than two-thirds (2/3) of the voting rights held by the<br>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<br>proposals 2 through 9.

-End-

Mizuho Financial Group Inc 6-K/A, filed Sep 29, 2020

About this 6-K/A