6-K - MFG - Equibles

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 June 2023

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 ofprincipal 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 ☐

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NO. 333-266555) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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: June 28, 2023
Mizuho Financial Group, Inc.
By:	/s/ Takefumi Yonezawa
Name:	Takefumi Yonezawa
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Title:	Senior Executive Officer / Group CFO

June 28, 2023

To whom it may concern:

Mizuho Financial Group, Inc.

Filing of Extraordinary Report

Mizuho Financial Group, Inc. (“Mizuho Financial Group”) hereby announces that it filed today an extraordinary report concerning the results of the exercise of voting rights at the ordinary general meeting of shareholders of Mizuho Financial Group.

1. Reason for filing

Given that the proposal was adopted at the 21st Ordinary General Meeting of Shareholders of Mizuho Financial Group held on June 23, 2023, Mizuho Financial Group filed the extraordinary report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs.

2. Description of report

(1)	Date on which the ordinary general meeting of shareholders was held
June 23, 2023
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(2)	Matters to be resolved
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Company proposal
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Proposal 1:	Appointment of fourteen (14) directors
	It was proposed that Mr. Yoshimitsu Kobayashi, Mr. Ryoji Sato, Mr. Takashi Tsukioka, Mr. Kotaro Ohno, Mr. Hiromichi Shinohara, Mr. Masami Yamamoto, Ms. Izumi Kobayashi, Ms. Yumiko Noda,<br>Mr. Seiji Imai, Mr. Hisaaki Hirama, Mr. Masahiro Kihara, Mr. Makoto Umemiya, Mr. Motonori Wakabayashi and Mr. Nobuhiro Kaminoyama, fourteen (14) in total, be appointed to assume the office of director.
Shareholder proposal
Proposal 2:	Partial amendment to the Articles of Incorporation (issuing and disclosing a transition plan to align lending and investment portfolios with the Paris Agreement’s 1.5 degree goal requiring net zero emissions by 2050)

(3)	Number of voting rights for approval, disapproval and abstention for the matters to be resolved, and therequirement for adoption and voting results thereof
Matters to be resolved	Number of<br>approval<br>(units)		Number of<br>disapproval<br>(units)		Number of<br>abstention<br>(units)		Approval<br>rate (%)		Voting<br>result
---	---	---	---	---	---	---	---	---	---	---
Proposal 1
Yoshimitsu Kobayashi		17,296,632		300,425		6,029		97		Adopted
Ryoji Sato		17,458,803		138,265		6,029		98		Adopted
Takashi Tsukioka		17,461,803		135,262		6,029		98		Adopted
Kotaro Ohno		17,489,070		107,997		6,029		98		Adopted
Hiromichi Shinohara		17,507,095		89,972		6,029		98		Adopted
Masami Yamamoto		17,428,041		169,022		6,029		98		Adopted
Izumi Kobayashi		17,431,579		165,485		6,029		98		Adopted
Yumiko Noda		17,519,737		77,329		6,029		98		Adopted
Seiji Imai		15,487,155		2,109,879		6,029		87		Adopted
Hisaaki Hirama		16,798,372		798,664		6,029		94		Adopted
Masahiro Kihara		15,380,987		2,216,050		6,029		86		Adopted
Makoto Umemiya		17,251,916		345,148		6,029		97		Adopted
Motonori Wakabayashi		17,434,397		162,667		6,029		98		Adopted
Nobuhiro Kaminoyama		17,469,059		128,005		6,029		98		Adopted
Proposal 2		3,501,778		14,019,285		117,084		19		Rejected

Note: The requirement for adoption of the proposal is as follows:

•	Approval of a majority of the voting rights held by the shareholders present at the meeting who hold in aggregate<br>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 shareholders present at the meeting<br>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 2.
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Although a motion was submitted against Proposal 1 to replace Mr. Yoshimitsu Kobayashi, Mr. Takashi Tsukioka, Mr. Masami Yamamoto and Ms. Izumi Kobayashi with other candidates, the motion was rejected by obtaining the disapproval of the majority of the voting rights held by the shareholders present at the meeting because the original proposal was lawfully adopted in respect of all directors, as shown in the above table.

(4)	Reason for not counting a portion of the voting rights of the shareholders present at the ordinary generalmeeting of shareholders

Since the adoption or rejection of all the proposals was conclusively decided by the exercise of the voting rights prior to the date of this general meeting and the number of voting rights of shareholders in attendance at this general meeting, whose approval or disapproval Mizuho Financial Group was able to confirm, the number of voting rights for approval, disapproval and abstention shown in the above table does not include a portion of those of the shareholders present at the general meeting.

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