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Sony Group Corp 6-K, filed Jul 1, 2020

Sony Group Corp (SONY)

6-K 2020-07-01 For: 2020-07-01
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Added on July 04, 2026

About this 6-K

Sony Group Corp filed this 6-K on July 1, 2020.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of July 2020

Commission File Number: 001-06439

SONY CORPORATION

(Translation of registrant's name into English)

1-7-1 KONAN, MINATO-KU, TOKYO, 108-0075, JAPAN

(Address of principal executive offices)

The registrant files annual reports under cover of Form 20-F.

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F,

Form<br> 20-F  ☒ Form<br> 40-F  ☐

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-______

SIGNATURE

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.

SONY<br> CORPORATION
(Registrant)
By: /s/  Hiroki Totoki
(Signature)
Hiroki Totoki
Executive Deputy<br> President and
Chief Financial<br> Officer

Date: July 1, 2020

ExtraordinaryReport

July1, 2020

(TRANSLATION)

SonyCorporation




Notefor readers of this English translation<br><br><br><br><br><br><br><br>On<br>July 1, 2020, Sony Corporation (the “Corporation”) filed its Japanese-language Extraordinary Report (Rinji Houkokusho)<br>(the “Report”) with the Director-General of the Kanto Financial Bureau in Japan in connection with the Corporation’s<br>shareholders’ voting results for proposals acted upon at the 103rd Ordinary General Meeting of Shareholders held on June<br>26, 2020 pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report<br>in its entirety.



1. Reason for submitting the Extraordinary Report

Given that resolutions were made for the PROPOSALS TO BE ACTED UPON at the 103rd Ordinary General Meeting of Shareholders held on June 26, 2020 (the “Meeting”), Sony Corporation (the “Corporation”) submits this Extraordinary Report under the provisions of Article 24-5, Paragraph 4, of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 1 and Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.

2. Matters reported
(1) Date when the Meeting was held: June 26, 2020
--- --- ---
(2) Proposals acted upon
Proposal 1: To partially amend the Articles of Incorporation.
The<br>Corporation plans to change its trade name as of April 1, 2021 in connection with the Corporation operating solely as the headquarters<br>of the Sony Group.
Proposal 2: To elect 12 Directors.
Kenichiro<br>Yoshida, Hiroki Totoki, Shuzo Sumi, Tim Schaaff, Kazuo Matsunaga, Toshiko Oka, Sakie Akiyama, Wendy Becker, Yoshihiko Hatanaka,<br>Adam Crozier, Keiko Kishigami and Joseph A. Kraft Jr. were elected as directors of the Corporation.
Proposal 3: To issue Stock Acquisition Rights for the purpose of<br>granting stock options.
(3) Number of voting rights concerning the indication of “for,” “against” or “abstention” for each proposal; requirements for approving the proposals; and results of resolutions
1) Total number of voting rights
--- --- --- --- ---
Number<br>of shareholders with voting rights 377,983
Number of voting rights 12,182,640
2) The number of shareholders<br>who have exercised their voting rights
--- --- --- ---
Number<br>of shareholders who have exercised their voting rights 110,344
(Number of shareholders present at the Meeting 234)
Number of voting rights exercised 9,788,987 [Exercise Ratio 80.4%]
(Number<br>of voting rights of the shareholders present at the Meeting 131,697 [Exercise Ratio 1.1%])

(Voting right)

Proposal For Against Abstention Ratio<br> of favorable votes Results
Proposal<br> 1 9,676,820 101,455 8,599 98% Approved
Proposal<br> 2
Kenichiro<br> Yoshida 9,424,105 347,890 15,337 96% Approved
Hiroki<br> Totoki 9,585,032 188,470 13,834 97% Approved
Shuzo<br> Sumi 9,576,012 197,359 13,963 97% Approved
Tim<br> Schaaff 9,595,460 178,016 13,861 98% Approved
Kazuo<br> Matsunaga 9,574,738 198,085 14,513 97% Approved
Toshiko<br> Oka 9,561,780 211,713 13,843 97% Approved
Sakie<br> Akiyama 9,590,979 182,517 13,838 97% Approved
Wendy<br> Becker 9,611,504 161,548 14,285 98% Approved
Yoshihiko<br> Hatanaka 9,583,577 189,925 13,834 97% Approved
Adam<br> Crozier 9,609,826 163,526 13,983 98% Approved
Keiko<br> Kishigami 9,612,781 160,166 14,389 98% Approved
Joseph<br> A. Kraft Jr. 9,613,427 159,251 14,658 98% Approved
Proposal<br> 3 8,431,633 1,346,993 8,763 86% Approved

Notes:

1. Requirements<br> for the approval of each proposal are as follows:
1) The resolution for Proposal 1 and Proposal 3 shall be<br>adopted by a two-thirds (2/3) majority of the voting rights held by the shareholders present and voting at the Meeting (including<br>postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting<br>rights.
2) The resolution for Proposal 2 shall be adopted by a<br>simple majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic<br>voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.
2. The<br> denominator of the “Ratio of favorable votes” was calculated by adding the number of voting rights held by the present and voting shareholders at the Meeting.
(4) Reason why a portion of the voting rights held by the shareholders present at the Meeting was not added to the number of<br>voting rights:
--- ---
The<br>required majority approval for each proposal was met by aggregating the votes exercised prior to the Meeting and votes of<br>shareholders present at the Meeting of which the Corporation was able to confirm the indication as to each proposal.<br>Therefore, of the voting rights held by shareholders present at the Meeting, the number of voting rights concerning the<br>indication of “for,” “against” or “abstention” as to each proposal of which the<br>Corporation was not able to verify was not tallied, except as explained in Note 2 to the table of 2.(3) 2) above.
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