6-K
MIZUHO FINANCIAL GROUP INC (MFG)
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 July 2024
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NO. 333-266555) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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: July 1, 2024 | |
|---|---|
| Mizuho Financial Group, Inc. | |
| By: | /s/ Takefumi Yonezawa |
| Name: | Takefumi Yonezawa |
|---|---|
| Title: | Senior Executive Officer / Group CFO |
July 1, 2024
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 22nd Ordinary General Meeting of Shareholders of Mizuho Financial Group held on June 26, 2024, 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 26, 2024 | |
| --- | |
| (2) | Matters to be resolved |
| --- | --- |
| Company proposal | |
| --- | --- |
| 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, Ms. Izumi Kobayashi, Ms. Yumiko Noda, Mr. Takakazu Uchida,<br>Mr. Seiji Imai, Mr. Hisaaki Hirama, Mr. Masahiro Kihara, Mr. Hidekatsu Take, Mr. Mitsuhiro Kanazawa and Mr. Takefumi Yonezawa, fourteen (14) in total, be appointed to assume the office of director. | |
| Shareholder proposals | |
| Proposal 2: | Partial amendment to the Articles of Incorporation (director competencies for the effective management of climate-related business risks and opportunities) |
| Proposal 3: | Partial amendment to the Articles of Incorporation (assessment of customers’ climate change transition plans) |
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| (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 | 16,703,949 | 827,997 | 38,404 | 94 | Adopted | |||||
| Ryoji Sato | 17,415,386 | 144,665 | 10,307 | 98 | Adopted | |||||
| Takashi Tsukioka | 17,062,124 | 497,916 | 10,307 | 96 | Adopted | |||||
| Kotaro Ohno | 17,084,906 | 475,144 | 10,307 | 96 | Adopted | |||||
| Hiromichi Shinohara | 17,087,894 | 472,155 | 10,307 | 96 | Adopted | |||||
| Izumi Kobayashi | 17,209,338 | 336,791 | 24,225 | 97 | Adopted | |||||
| Yumiko Noda | 17,450,339 | 109,700 | 10,307 | 98 | Adopted | |||||
| Takakazu Uchida | 13,398,824 | 4,160,412 | 11,079 | 75 | Adopted | |||||
| Seiji Imai | 15,017,469 | 2,542,531 | 10,307 | 84 | Adopted | |||||
| Hisaaki Hirama | 15,925,345 | 1,633,893 | 11,079 | 89 | Adopted | |||||
| Masahiro Kihara | 13,780,991 | 3,779,005 | 10,307 | 77 | Adopted | |||||
| Hidekatsu Take | 17,430,523 | 129,511 | 10,307 | 98 | Adopted | |||||
| Mitsuhiro Kanazawa | 17,429,332 | 130,702 | 10,307 | 98 | Adopted | |||||
| Takefumi Yonezawa | 17,419,827 | 140,197 | 10,307 | 98 | Adopted | |||||
| Proposal 2 | 4,562,571 | 12,980,278 | 71,832 | 25 | Rejected | |||||
| Proposal 3 | 3,981,537 | 13,573,630 | 73,386 | 22 | Rejected |
Note: The requirement for adoption of the proposals 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 and Proposal 3.<br> |
| --- | --- |
| (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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