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 June, 2024
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
(Address ofPrincipal 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 the Notice of Resolutions Adopted at the 120th Ordinary General Shareholders’<br>Meeting on June 18, 2024. |
|---|---|
| II. | English translation of an Extraordinary Report, as filed by the registrant with the Director of the Kanto Local<br>Finance Bureau on June 19, 2024. |
| --- | --- |
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: June 19, 2024
NOTICE OF RESOLUTIONS ADOPTED AT 120TH ORDINARY GENERAL SHAREHOLDERS' MEETING
| (Securities Code 7203) | |
|---|---|
| June 18, 2024 | |
| To All Shareholders: | |
| President Koji Sato | |
| TOYOTA MOTOR CORPORATION | |
| 1, Toyota-cho, Toyota City, Aichi Prefecture |
Notice of Resolutions Adopted at the 120th Ordinary General Shareholders’ Meeting
Dear Shareholder,
The reports made and resolutions adopted at the 120th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) today are as follows:
Reports:
Reports were made on the business review, consolidated and unconsolidated financial statements for FY2024 (April 1, 2023 through March 31, 2024), and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements for FY2024.
Resolutions:
| Toyota Motor Corporation (“TMC”) Proposals | |
|---|---|
| Proposed Resolution 1: | Election of 10 Members of the Board of Directors |
| Approved as proposed. The following 10 persons were elected and have assumed their positions as Members of the Board of Directors: | |
| Akio Toyoda, Shigeru Hayakawa, Koji Sato, Hiroki Nakajima, Yoichi Miyazaki, Simon Humphries, Ikuro Sugawara, Sir Philip Craven, Masahiko Oshima and Emi Osono. | |
| Proposed Resolution 2: | Election of 1 Audit & Supervisory Board Member |
| Approved as proposed. The following person was elected and has assumed her position as an Audit & Supervisory Board Member: | |
| Hiromi Osada | |
| Proposed Resolution 3: | Election of 1 Substitute Audit & Supervisory Board Member |
| Approved as proposed. The following person was elected as a Substitute Audit & Supervisory Board Member: | |
| Kumi Fujisawa | |
| Kumi Fujisawa is a Substitute Outside Audit & Supervisory Board Member for George Olcott, Catherine O’Connell or Hiromi Osada. | |
| Shareholder Proposal | |
| Proposed Resolution 4: | Partial Amendments to the Articles of Incorporation (Issuing annual report on the alignment with climate-related lobbying activities and the goals of the Paris Agreement) |
| This proposal was disapproved. |
1
At the Board of Directors meeting held today after the conclusion of the General Shareholders’ Meeting, 3 persons were elected as Members of the Board of Directors with special titles and assumed their respective positions.
Chairman of the Board of Directors Akio Toyoda, Vice Chairman of the Board of Directors Shigeru Hayakawa and President Koji Sato were elected and assumed their positions as Representative Directors.
| Chairman of the Board of Directors | Akio Toyoda | Full-time Audit & Supervisory Board Member | Masahide Yasuda |
|---|---|---|---|
| Vice Chairman of the Board of Directors | Shigeru Hayakawa | Full-time Audit & Supervisory Board Member | Katsuyuki Ogura |
| President, Member of the Board of Directors | Koji Sato | Full-time Audit & Supervisory Board Member | Takeshi Shirane |
| Member of the Board of Directors | Hiroki Nakajima | Audit & Supervisory Board Member | George Olcott |
| Member of the Board of Directors | Yoichi Miyazaki | Audit & Supervisory Board Member | Catherine O’Connell |
| Member of the Board of Directors | Simon Humphries | Audit & Supervisory Board Member | Hiromi Osada |
| Member of the Board of Directors | Ikuro Sugawara | ||
| Member of the Board of Directors | Sir Philip Craven | ||
| Member of the Board of Directors | Masahiko Oshima | ||
| Member of the Board of Directors | Emi Osono | ||
| [Operating Officers] | |||
| President<br><br><br>Chief Executive Officer | Koji Sato | ||
| Executive Vice President<br><br><br>Chief Technology Officer | Hiroki Nakajima | Chief Risk Officer<br> <br>Chief Compliance<br>Officer | Jun Nagata |
| Executive Vice President<br><br><br>Chief Financial Officer<br><br><br>Chief Competitive Officer | Yoichi Miyazaki | Chief Branding Officer | Simon Humphries |
| Chief Executive Officer,<br><br><br>North America Region | Tetsuo Ogawa | Chief Production Officer | Kazuaki Shingo |
| Chief Executive Officer,<br><br><br>China Region | Tatsuro Ueda |
[Fellow]
| Executive Fellow | Takeshi Uchiyamada | Senior Fellow | Masashi Asakura |
|---|---|---|---|
| Executive Fellow<br><br><br>Oyaji | Mitsuru Kawai | Senior Fellow<br> <br>Chief Information &<br>Security<br> <br>Officer | Keiji Yamamoto |
| Executive Fellow<br><br><br>Banto | Koji Kobayashi | Senior Fellow<br> <br>Chief Sustainability<br>Officer | Yumi Otsuka |
| Executive Fellow | Shigeki Tomoyama | Senior Fellow | James Kuffner |
| Chief Scientist and Executive<br><br><br>Fellow for Research | Gill A. Pratt |
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. TMC assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
2
EXTRAORDINARY REPORT
(Reference Translation)
Cover Page
| Document Name: | Extraordinary Report |
|---|---|
| Filed with: | The Director General of the Kanto Local Finance Bureau |
| Filing Date: | June 19, 2024 |
| Corporate Name: | Toyota Motor Corporation |
| Name and Title of Representative: | Koji Sato, President |
| Location of Head Office: | 1 Toyota-cho, Toyota City, Aichi Prefecture |
| Telephone Number: | (0565)28-2121 |
| Name of Contact Person: | Yoshihide Moriyama, General Manager,<br> <br>Capital<br>Strategy & Affiliated Companies Finance Div. |
| Nearest Contact Location: | 4-18, Koraku 1-chome, Bunkyo-ku, Tokyo |
| Telephone Number: | (03)3817-7111 |
| Name of Contact Person: | Aki Irie, General Manager, Public Affairs Div. |
| Places of Public Inspection of the Extraordinary Report: | Tokyo Stock Exchange, Inc.<br> <br>(2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo)<br> <br>Nagoya Stock Exchange, Inc.<br><br><br>(8-20, Sakae 3-chome, Naka-ku, Nagoya) |
| 1. | Reason for Filing |
| --- | --- |
Toyota Motor Corporation (“TMC”) is filing this 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 relating to the Disclosure of Corporate Affairs, Etc. to report the approval of resolutions at the 120th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) of TMC.
| 2. | Description of Report |
|---|---|
| (1) | Date on which the General Shareholders’ Meeting was held: |
| --- | --- |
| June 18, 2024 | |
| --- | |
| (2) | Details of the proposed resolutions voted on at the General Shareholders’ Meeting: |
| --- | --- |
(TMC Proposals)
| Proposed Resolution 1: | Election of 10 Members of the Board of Directors |
|---|---|
| It was proposed that the following 10 persons be elected as Members of the Board of Directors: | |
| Akio Toyoda, Shigeru Hayakawa, Koji Sato, Hiroki Nakajima, Yoichi Miyazaki, Simon Humphries, Ikuro Sugawara, Sir Philip Craven, Masahiko Oshima and Emi Osono. | |
| Proposed Resolution 2: | Election of 1 Audit & Supervisory Board Member |
| It was proposed that Hiromi Osada be elected as an Audit & Supervisory Board Member. | |
| Proposed Resolution 3: | Election of 1 Substitute Audit & Supervisory Board Member |
| It was proposed that Kumi Fujisawa be elected as a Substitute Audit & Supervisory Board Member. |
(Shareholder Proposal)
| Proposed Resolution 4: | Partial Amendments to the Articles of Incorporation |
|---|---|
| It was proposed that the provision related to issuing annual report on the alignment with climate-related lobbying activities and the goals of the Paris Agreement be added to the Articles of Incorporation. | |
| (3) | Number of “affirmative votes,” “negative votes” or “abstentions” in respect of<br>the resolutions described above, requirements for the approval of such resolutions and results of voting: |
| --- | --- |
(TMC Proposals)
| Resolutions | Number of<br><br><br>affirmative<br><br><br>votes | Number of<br><br><br>negative<br><br><br>votes | Number of<br><br><br>abstentions | Number of<br><br><br>voting rights<br><br><br>held by<br><br><br>shareholders<br><br><br>present at the<br><br><br>meeting | Results of voting | |
|---|---|---|---|---|---|---|
| Ratio of<br><br><br>affirmative<br><br><br>votes<br> <br>(%) | Approved/<br><br><br>Disapproved | |||||
| Proposed Resolution 1 | ||||||
| Akio Toyoda | 83,910,077 | 31,391,505 | 60,560 | 116,650,615 | 71.93 | Approved |
| Shigeru Hayakawa | 104,447,073 | 10,779,912 | 134,666 | 116,650,124 | 89.53 | Approved |
| Koji Sato | 111,331,932 | 3,845,876 | 183,922 | 116,650,203 | 95.44 | Approved |
| Hiroki Nakajima | 113,714,358 | 1,562,384 | 84,964 | 116,650,179 | 97.48 | Approved |
| Yoichi Miyazaki | 113,647,404 | 1,629,174 | 84,964 | 116,650,015 | 97.42 | Approved |
| Simon Humphries | 113,787,607 | 1,489,033 | 84,964 | 116,650,077 | 97.54 | Approved |
| Ikuro Sugawara | 109,801,396 | 5,499,621 | 60,560 | 116,650,050 | 94.12 | Approved |
| Sir Philip Craven | 108,075,174 | 7,225,983 | 60,560 | 116,650,190 | 92.64 | Approved |
| Masahiko Oshima | 110,206,511 | 5,094,638 | 60,560 | 116,650,182 | 94.47 | Approved |
| Emi Osono | 113,913,954 | 1,387,217 | 60,560 | 116,650,204 | 97.65 | Approved |
| Proposed Resolution 2 | 115,091,118 | 255,522 | 14,523 | 116,650,120 | 98.66 | Approved |
| Proposed Resolution 3 | 115,231,192 | 116,328 | 14,523 | 116,650,318 | 98.78 | Approved |
(Shareholder Proposal)
| Resolution | Number of<br><br><br>affirmative<br><br><br>votes | Number of <br>negative<br><br><br>votes | Number<br>of<br> <br>abstentions | Number of<br><br><br>voting rights<br><br><br>held by<br><br><br>shareholders<br><br><br>present at the<br><br><br>meeting | Result of<br>voting | |
|---|---|---|---|---|---|---|
| Ratio of<br><br><br>affirmative<br><br><br>votes<br> <br>(%) | Approved/<br><br><br>Disapproved | |||||
| Proposed Resolution 4 | 10,701,467 | 104,424,448 | 232,817 | 116,650,788 | 9.17 | Disapproved |
| Note: | 1. | “Number of affirmative votes”, “Number of negative votes” and “Number of abstentions” include<br>the aggregate affirmative votes, negative votes and abstentions, respectively, exercised in writing or by means of electronic transmission as well as affirmative votes and negative votes, respectively, exercised by shareholders present at the<br>General Shareholders’ Meeting. | ||||
| --- | --- | --- | ||||
| 2. | “Number of voting rights held by shareholders present at the meeting” is the aggregate number of voting rights<br>exercised in writing or by means of electronic transmission and the number of voting rights held by all shareholders present at the General Shareholders’ Meeting. | |||||
| 3. | The requirements for approval of each resolution are as follows:<br><br><br>For Proposed Resolutions 1, 2, and 3, a majority vote of the shareholders present at the General Shareholders’ Meeting who hold shares<br>representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote.<br><br><br>For Proposed Resolution 4, not less than two-thirds (2/3) of the votes of the shareholders present at<br>the General Shareholders’ Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to<br>vote. | |||||
| In addition, each number of voting rights held by shareholders present at the meeting includes the number of voting rights<br>exercised in writing or by means of electronic transmission. | ||||||
| --- | --- | |||||
| (4) | Reasons for not including certain voting rights held by shareholders present at the meeting in the number of affirmative<br>votes, negative votes or abstentions: | |||||
| The number of voting rights exercised prior to the General Shareholders’ Meeting, together with the number of voting<br>rights which were confirmed by TMC as being cast as affirmative votes or negative votes with respect to each of the proposed resolutions by certain shareholders present at the General Shareholders’ Meeting, were sufficient to meet the<br>requirements to approve or disapprove all of the proposed resolutions. Accordingly, voting rights which were held by shareholders present at the General Shareholders’ Meeting but with respect to which it could not be determined whether<br>affirmative votes or negative votes were cast with respect to each proposed resolution were not counted towards the number of affirmative votes, negative votes or abstentions. |