6-K
TOYOTA MOTOR CORP/ (TM)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report ofForeign Private Issuer
Pursuant to Rule 13a-16 or15d-16 under
the Securities Exchange Act of 1934
For the month of March, 2023
Commission File Number 001-14948
Toyota Motor Corporation
(Translation of Registrant’s Name Into English)
1, Toyota-cho, Toyota City,
Aichi Prefecture 471-8571,
Japan
(Addressof Principal Executive Offices)
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 X 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):
Material Contained in this Report:
| I. | English translation of a press release dated March 22, 2023 with respect to the notice concerning the status<br>and completion of the repurchase of shares of our common stock, as filed by the registrant with the Tokyo Stock Exchange on March 22, 2023. |
|---|---|
| II. | English translation of the registrant’s announcement regarding the changes to Executive Structure, as<br>filed by the registrant with the Tokyo Stock Exchange on March 22, 2023. |
| --- | --- |
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.
| Toyota Motor Corporation | ||
|---|---|---|
| By: | /s/ Yoshihide Moriyama | |
| Name: | Yoshihide Moriyama | |
| Title: | General Manager, | |
| Capital Strategy & Affiliated Companies Finance Division |
Date: March 22, 2023
NOTICE CONCERNING THE STATUS AND COMPLETION OF THE REPURCHASE OF SHARES
[Reference Translation]
March 22, 2023
To Whom It May Concern:
| Company Name: TOYOTA MOTOR CORPORATION |
|---|
| Name and Title of Representative: |
| Akio Toyoda, President |
| (Code Number: 7203 |
| Prime of Tokyo Stock Exchange and |
| Premier of Nagoya Stock Exchange) |
| Name and Title of Contact Person: |
| Yoshihide Moriyama, General Manager, |
| Capital Strategy & Affiliated Companies Finance Div. |
| (Telephone Number: 0565-28-2121) |
Notice Concerning the Status and Completion of the Repurchase of Shares of our Common Stock
(Repurchase of Shares under our Articles of Incorporation pursuant to Article 165, Paragraph 2 of the Companies Act of Japan)
We hereby inform you of the repurchase of shares (Repurchase of shares in order to promote capital efficiency by repurchasing flexibly its common stock while comprehensively considering factors such as the price level of its common stock) conducted in March pursuant to Article 156 of the Companies Act of Japan (the “Companies Act”) as applied pursuant to Article 165, Paragraph 3 of the Companies Act, concerning which repurchase notification was given on November 1, 2022, as follows:
We also inform you that the portion of the repurchase of shares pursuant to the resolution at a meeting of the board of directors held on November 1, 2022, has been completed.
| 1. Class of shares repurchased: | Common stock of Toyota Motor Corporation (“TMC”) |
|---|---|
| 2. Total number of shares repurchased: | 13,080,600 shares |
| 3. Total purchase price: | 24,371,854,700 JPY |
| 4. Period of repurchase: | From March 1, 2023 to March 16, 2023 |
(Reference)
| I. | Repurchase of shares resolved at a meeting of the board of directors held on November 1, 2022 (Repurchase<br>of shares in order to promote capital efficiency by repurchasing flexibly its common stock while comprehensively considering factors such as the price level of its common stock) |
|---|---|
| (1) Class of shares to be repurchased | Common shares of TMC |
| --- | --- |
| (2) Total number of shares to be repurchased | 110 million shares (maximum) |
| (3) Total purchase price for repurchase of shares | 150 billion JPY (maximum) |
| (4) Periodof repurchase | From November 2, 2022 to May 12, 2023 |
| II. | Total number of shares of our common stock repurchased pursuant to the above resolution of the board of<br>directors (as of March 16, 2023) |
| --- | --- |
| (1) Total number of shares repurchased: | 79,158,400 shares |
| --- | --- |
| (2) Total purchase price for repurchased shares: | 149,999,952,100 JPY |
Announcement regarding the changes to Executive Structure
Toyota Motor Corporation
TMC Announces Changes to Executive Structure and
Senior Professional/Senior Management Employees
Toyota City, Japan, March 22, 2023—Toyota Motor Corporation (TMC) announced today that it intends to implement changes to its executive structure and senior professional/senior management employees effective April 1, 2023. Changes to its Board of Directors and Audit and Supervisory Board Members effective the date of its 119th Ordinary General Shareholders’ Meeting are also as described below.
1. Executive changes effective April 1
New Executive Fellow
| Name | Current |
|---|---|
| Takeshi Uchiyamada ^*1*2^ | Chairman of the Board of Directors (Representative Director) |
| ^*1^ | Continuing as a Member of the Board of Directors (Representative Director) |
| --- | --- |
| ^*2^ | In charge Advisor of Advanced Engineering Development for the entire Toyota Group as Executive Fellow<br> |
| --- | --- |
Executive Fellow structure effective April 1
“*” denotes newly appointed
| Name | Current | New |
|---|---|---|
| * Takeshi Uchiyamada | Chairman of the Board of Directors<br>(Representative Director) | Member of the Board of Directors<br>(Representative Director)<br><br><br>Executive Fellow |
| Mitsuru Kawai | Executive Fellow (Oyaji) | Executive Fellow (Oyaji) |
| * Koji Kobayashi | Operating Officer (Banto) | Executive Fellow (Banto)<br><br><br>Chief Risk Officer<br><br><br>Chief Compliance Officer |
| Shigeki Terashi | Executive Fellow | Executive Fellow |
| Shigeki Tomoyama | Executive Fellow<br><br><br>Japan Sales Business Group<br>(Chief Officer) | Executive Fellow<br><br><br>Japan Sales Business Group<br>(Chief Officer) |
| Gill A. Pratt | Chief Scientist and<br><br><br>Executive Fellow for Research<br><br><br>Toyota Research Institute, Inc.<br>(Chief Executive Officer) | Chief Scientist and<br><br><br>Executive Fellow for Research<br><br><br>Toyota Research Institute, Inc.<br>(Chief Executive Officer) |
1
2. Senior Professional/Senior Management (Senior General Manager level and above), effective April 1
New Senior Professional/Senior Management (Senior General Manager)
| Name | Current title |
|---|---|
| Hiroshi Nanbu | Business Planning Div. (General Manager) |
Changes in areas of responsibility for Senior Professional/Senior Management (Senior General Manager)
“*” denotes newly appointed
| Name | Current | New |
|---|---|---|
| * Hiroshi Nanbu | Business Planning Div.<br>(General Manager) | Parts Operations Div.<br> <br>BR Value Chain Business<br>Planning Dept.<br> <br>Business Planning Div.<br>(concurrently General Manager)<br><br><br>Sales & Operation Planning Div.<br> <br>KD Business Planning<br>Div.<br> <br>Mobility Business Planning Div. |
3. Changes to members of the Board of Directors and the Audit and Supervisory Board Members following the Ordinary GeneralShareholders’ Meeting
The formal appointment of members of the Board of Directors and the Audit and Supervisory Board Members will be formalized after approval at the 119^th^ Ordinary General Shareholders’ Meeting. The formal assignment of board members with specific titles, and the appointment of board members with the legal status to represent TMC (representative directors), will be made at the board of directors meeting following the 119^th^ Ordinary General Shareholders’ Meeting. The resignation of board members leaving their current posts will become official on the day of the 119^th^ Ordinary General Shareholders’ Meeting.
New Members of the Board of Directors
| Name | Current Title |
|---|---|
| Masahiko Oshima | Sumitomo Mitsui Financial Group, Inc.,<br><br><br>Deputy President and Executive Officer<br> <br>(Representative Executive<br>Officer)<br> <br>Sumitomo Mitsui Banking Corporation,<br> <br>Director and<br>Deputy President (Representative Director) |
| Emi Osono | School of Business Administration, Hitotsubashi University Business School, Professor |
Member of the Board of Directors Resigning Post
| Name | Current Title |
|---|---|
| Teiko Kudo | Member of the Board of Directors |
2
New Audit and Supervisory Board Members
| Name | Current Title |
|---|---|
| Takeshi Shirane | Toyota Motor East Japan, Inc.,<br> <br>Chairman of<br>the Board (Representative Director) |
| Catherine O’Connell | CATHERINE O’CONNELL LAW, Principal |
Audit and Supervisory Board Members Resigning Posts
| Name | Current Title |
|---|---|
| Haruhiko Kato | Audit and Supervisory Board Member (full-time) |
| Hiroshi Ozu | Audit and Supervisory Board Member |
New Substitute Audit and Supervisory Board Member
| Name | Current Title |
|---|---|
| Maoko Kikuchi | MITSUI-SOKO HOLDINGS Co., Ltd., Outside Director<br><br><br>Hitachi Construction Machinery Co., Ltd., Outside Director |
For reference: Members of the Board of Directors and members (candidates) of the Audit and Supervisory Board following the119th Ordinary General Shareholders’ Meeting
| Members of the Board of Directors | * Newly appointed |
|---|---|
| Name | Title |
| --- | --- |
| Akio Toyoda | Chairman of the Board of Directors (Representative Director) |
| Shigeru Hayakawa | Vice Chairman of the Board of Directors (Representative Director) |
| *Koji Sato ^*1^ | President, Member of the Board of Directors (Representative Director) |
| *Hiroki Nakajima ^*1^ | Member of the Board of Directors |
| *Yoichi Miyazaki ^*1^ | Member of the Board of Directors |
| *Simon Humphries ^*1^ | Member of the Board of Directors |
| Ikuro Sugawara ^*2^ | Member of the Board of Directors |
| Sir Philip Craven ^*2^ | Member of the Board of Directors |
| *Masahiko Oshima ^*2^ | Member of the Board of Directors |
| *Emi Osono ^*2^ | Member of the Board of Directors |
| ^*1^ | Concurrent operating officer |
| --- | --- |
| ^*2^ | External board member |
| --- | --- |
| Members of the Audit and Supervisory Board | * Newly appointed |
| --- | --- |
| Name | Title |
| --- | --- |
| Masahide Yasuda | Audit and Supervisory Board Member (full-time) |
| Katsuyuki Ogura | Audit and Supervisory Board Member (full-time) |
| *Takeshi Shirane | Audit and Supervisory Board Member (full-time) |
| George Olcott | Audit and Supervisory Board Member |
| Ryuji Sakai | Audit and Supervisory Board Member |
| *Catherine O’Connell | Audit and Supervisory Board Member |
END
3