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 March 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 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NO. 333-266555) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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: March 3, 2023 | |
|---|---|
| Mizuho Financial Group, Inc. | |
| By: | /s/ Makoto Umemiya |
| Name: | Makoto Umemiya |
| Title: | Deputy President & Senior Executive Officer / Group CFO |
March 3, 2023
Mizuho Financial Group, Inc.
Changes of Directors and Executive Officers
Mizuho Financial Group, Inc. hereby announces changes of Member of the Board of Directors and Executive Officers (including changes in their areas of responsibility, etc.).
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Mizuho Financial Group, Inc. (MHFG)
| 1. | Members of the Board of Directors |
|---|---|
| (1) | Members of the Board of Directors Candidates (to be considered at the ordinary General Meeting of Shareholders<br>of MHFG in June 2023 (“The Shareholders Meeting”)) |
| --- | --- |
| Yoshimitsu Kobayashi | (Reappointment, Outside Director) |
| --- | --- |
| Ryoji Sato | (Reappointment, Outside Director) |
| Takashi Tsukioka | (Reappointment, Outside Director) |
| Kotaro Ohno | (New appointment, Outside Director) |
| Hiromichi Shinohara | (New appointment, Outside Director) |
| Masami Yamamoto | (Reappointment, Outside Director) |
| Izumi Kobayashi | (Reappointment, Outside Director) |
| Yumiko Noda | (New appointment, Outside Director) |
| Seiji Imai | (Reappointment) |
| Hisaaki Hirama | (Reappointment) |
| Masahiro Kihara* | (Reappointment) |
| Makoto Umemiya* | (Reappointment) |
| Motonori Wakabayashi* | (Reappointment) |
| Nobuhiro Kaminoyama* | (Reappointment) |
| Total of 14 candidates | |
| (Note) Asterisks indicate directors expected to concurrently serve as Executive Officers. | |
| (2) | Member of the Board of Directors scheduled to resign |
| --- | --- |
(Effective in late June 2023)
| Tatsuo Kainaka | (Currently Member of the Board of Directors) |
|---|---|
| (3) | Chairperson of the Board of Directors (to be considered at the Board Meeting to be held following The<br>Shareholders Meeting) |
| --- | --- |
Appointee as Chairperson
Izumi Kobayashi
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| (4) | Members of Committees (to be considered at the Board Meeting to be held following The Shareholders Meeting)<br> | |
|---|---|---|
| Nominating Committee | ||
| --- | --- | --- |
| Chairperson | Yoshimitsu Kobayashi | (Outside Director) |
| Member | Takashi Tsukioka | (Outside Director) |
| Member | Kotaro Ohno | (Outside Director) |
| Member | Hiromichi Shinohara | (Outside Director) |
| Member | Masami Yamamoto | (Outside Director) |
| Member | Izumi Kobayashi | (Outside Director) |
| Compensation Committee | ||
| Chairperson | Masami Yamamoto | (Outside Director) |
| Member | Takashi Tsukioka | (Outside Director) |
| Member | Yumiko Noda | (Outside Director) |
| Audit Committee | ||
| Chairperson | Takashi Tsukioka | (Outside Director) |
| Member | Ryoji Sato | (Outside Director) |
| Member | Kotaro Ohno | (Outside Director) |
| Member | Hisaaki Hirama | |
| Risk Committee | ||
| Chairperson | Hisaaki Hirama | |
| Member | Hiromichi Shinohara | (Outside Director) |
| Member | Izumi Kobayashi | (Outside Director) |
| Member | Yumiko Noda | (Outside Director) |
| Member | Rintaro Tamaki | (Outside Expert) |
| Member | Hiroshi Naka | (Outside Expert) |
| System Failure Response Evaluation Committee | ||
| Chairperson | Izumi Kobayashi | (Outside Director) |
| Member | Ryoji Sato | (Outside Director) |
| Member | Takashi Tsukioka | (Outside Director) |
| Member | Kotaro Ohno | (Outside Director) |
| Member | Hiromichi Shinohara | (Outside Director) |
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| (5) | Brief Personal Record of Newly Nominated Member of the Board of Directors | |
|---|---|---|
| Name | Kotaro Ohno | |
| --- | --- | --- |
| Business Experience | Jan. 2023 | Advisor of Atsumi & Sakai (current) |
| Jun. 2017 | Outside Audit & Supervisory Board Member of Komatsu Ltd. (current) | |
| Jun. 2017 | Outside Audit & Supervisory Board Member of ITOCHU Corporation (until Jun.2021) | |
| May. 2017 | Outside Director of AEON Co., Ltd. (current) | |
| Nov. 2016 | Special Counsel of Mori Hamada & Matsumoto (until Dec. 2022) | |
| Jul. 2014 | Prosecutor-General | |
| Jul. 2012 | Superintending Prosecutor at Tokyo High Public Prosecutors Office | |
| Aug. 2011 | Superintending Prosecutor at Sendai High Public Prosecutors Office | |
| Jul. 2009 | Vice-Minister of Justice | |
| Apr. 1976 | Appointed as Public Prosecutor | |
| Education | Jun. 1978<br> <br><br><br><br>Mar. 1974 | LLM, Harvard Law School<br> <br><br><br><br>Graduated from Faculty of Law, The University of Tokyo |
| Date of Birth | Apr.1, 1952 | |
| Name | Hiromichi Shinohara | |
| Business Experience | Jun. 2022 | Executive Advisor, NTT |
| Jun. 2021 | Outside Director, Yamaha Corporation | |
| Jun. 2018 | Chairman of the Board, NTT | |
| Jun. 2014 | Senior Executive Vice President,<br> <br>Head of<br>Research and Development Planning,<br> <br>Representative Member of the Board of the Company, NTT | |
| Jun. 2012 | Executive Vice President,<br> <br>Head of Research and<br>Development Planning,<br> <br>Member of the Board of the Company, NTT | |
| Jun. 2009 | Senior Vice President,<br> <br>Head of Research and<br>Development Planning,<br> <br>Member of the Board of the Company, NTT | |
| Apr. 1978 | Joined Nippon Telegraph and Telephone Public Corporation (NTT) | |
| Education | Mar. 1978<br> <br><br><br><br>Mar. 1976 | Master of Science and Engineering, Waseda University<br> <br><br><br><br>Graduated from Faculty of Science and Engineering, Waseda University |
| Date of Birth | Mar.15, 1954 |
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| Name | Yumiko Noda | |
|---|---|---|
| Business Experience | Jun. 2021 | Outside Director, Benesse Holdings, Inc. (current) |
| Jun. 2021 | Outside Director, Idemitsu Kosan Co., Ltd (current) | |
| Jun. 2020 | Chairman and Representative Director, Veolia Japan K.K. (current) | |
| Oct. 2017 | President and Representative Director, Veolia Japan K.K. | |
| Jan. 2011 | Partner, Head of PPP and Infrastructure, PwC Advisory | |
| Apr. 2010 | Senior Fellow, Tsinghua University Japan Research Center (China) | |
| Jun. 2007 | Deputy Mayor, Yokohama City | |
| Jan. 2000 | Partner, Head of PPP and Privatization, PricewaterhouseCoopers (Japan) | |
| Jan. 1999 | Director, Project Finance and Privatization, PricewaterhouseCoopers (London) | |
| Mar. 1996 | Deputy General Manager and Head of Structured Finance, The Long-Term Credit Bank of Japan, London | |
| Mar. 1991 | Vice President, Corporate Finance, The Long-Term Credit Bank of Japan, New York Branch | |
| Jul. 1990 | Manager, Project Finance, The Long-Term Credit Bank of Japan, Tokyo | |
| Apr. 1982 | Joined Bank of America, Tokyo | |
| Education | May 1990 | Harvard Business School, MBA |
| Mar. 1982 | Graduated from Bachelor of Arts, The University of Tokyo | |
| Date of Birth | Jan.26, 1960 |
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| 2. | Changes of Executive Officers |
|---|
Executive Officers in this section mean either executive officers as defined in the Companies Act or executive officers as defined in our internal regulations.
(Effective as of April 1, 2023)
| Name | New Position | Current Position | ||
|---|---|---|---|---|
| Makoto Umemiya | Member of the Board of Directors, Deputy President & Senior Executive Officer (Representative Executive Officer) | Group Chief Digital Officer<br> <br>(Group<br>CDO) | Member of the Board of Directors, Deputy President & Senior Executive Officer (Representative Executive Officer) | Group Chief Digital Innovation Officer (Group CDIO) / Group Chief Financial Officer (Group CFO) |
| Kazutoshi Isogai | Senior Executive Officer | Head of Retail & Business Banking Company | Group Executive Officer | Deputy Head of Retail & Business Banking Company |
| Masayuki Sugawara | Senior Executive Officer | Head of Corporate & Investment Banking Company | Group Executive Officer | CEO for East Asia |
| Hidekatsu Take | Senior Executive Officer | Head of Global Corporate & Investment Banking Company / In Charge of Specially Assigned Matters | Senior Executive Officer | Head of Corporate & Institutional Company / Head of Global Corporate Company |
| Daishi Sasaki | Senior Executive Officer | Co-Head of Global Markets Company | Group Executive Officer | |
| Noriyuki Sato | Senior Executive Officer | Head of Asset Management Company / In Charge of Specially Assigned Matters | ø | |
| Tsutomu Yamamoto | Senior Executive Officer | Head of Global Transaction Banking Unit | Group Executive Officer | |
| Naoshi Inomata | Senior Executive Officer | Group Chief Strategy Officer (Group CSO) / General Manager of Strategic Planning Office | Senior Executive Officer | Group Chief Strategy Officer (Group CSO) |
| Minako Nakamoto | Senior Executive Officer | Group Chief Governance Officer (Group CGO) | — | Operating Officer of MHSC |
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| Name | New Position | Current Position | ||
|---|---|---|---|---|
| Takefumi Yonezawa | Senior Executive Officer | Group Chief Financial Officer (Group CFO) / General Manager of International Accounting Standards Project Team | Operating Officer | Deputy Head of Financial Control & Accounting Group /General Manager of International Accounting Standards Project Team |
| Natsumi Akita | Senior Executive Officer | Group Chief People Officer (Group CPO) / Group Chief Culture Officer (Group CCuO) | Group Executive Officer | Group Chief People Officer (Group CPO) / Group Chief Culture Officer (Group CCuO) |
| Mitsuhiro Kanazawa | Senior Executive Officer | Group Co-Chief Information Officer (Group Co-CIO) / Group Chief Process Officer (Group CPrO) | Senior Executive Officer | Co-Head of IT & Systems Group |
| Hisashi Kikuchi | Senior Executive Officer | Group Chief Audit Executive<br> <br>(Group<br>CAE) | Senior Executive Officer | Group Chief Auditor<br> <br>(Group CA) |
| Mitsuhiro Morishita | Group Executive Officer | Deputy Head of Corporate & Investment Banking Company | Senior Executive Officer | Head of Global Products Unit |
| Hiroaki Ehara | Reassigned | Member of the Board of Directors (Audit & Supervisory Committee Member) of MHTB | Senior Executive Officer | Group Chief Operations Officer (Group COO) |
| Masahiro Otsuka | Resigned | Senior Executive Officer | Head of Retail & Business Banking Company | |
| Naofumi Fuke | Resigned | Senior Executive Officer | Co-Head of Retail & Business Banking Company | |
| Yasuhiro Shibata | Resigned | Senior Executive Officer | Co-Head of Global Markets Company | |
| Masamichi Ishikawa | Resigned | Senior Executive Officer | Head of Asset Management Company / Deputy Head of Strategic Planning Group | |
| (Note) ø : | Mr. Noriyuki Sato is currently Chief Executive Officer & Director of AP Property Fund Management, attached to Agility Asset Advisers (PhillipCapital Group) | |||
| --- | --- |
The management changes described above are subject to any approval or permission required being obtained from the relevant regulatory or other authorities.
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