Mizuho Financial 6K Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2017

Commission File Number001-33098

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 Form20-F or Form40-F.

Form20-F ☒ Form40-F ☐

Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-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 Rule12g3-2(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 Rule12g3-2(b):82- .

THIS REPORT ON FORM6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORMF-3 (FILE NO. 333-213187) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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: June 28, 2017

Mizuho Financial Group, Inc.

By:		/s/ Makoto Umemiya
Name:		Makoto Umemiya
Title:		Managing Executive Officer / Group CFO

June 28, 2017

To whom it may concern:

Mizuho Financial Group, Inc.

Filing of Extraordinary Report

Mizuho Financial Group, Inc. (the “Company”) hereby announces that it filed today an extraordinary report concerning the results of the exercise of voting rights at the general meeting of shareholders of the Company.

1. Reason for Filing

Given that the proposals were adopted or rejected at the 15th Ordinary General Meeting of Shareholders of the Company held on June 23, 2017, the Company filed the extraordinary report pursuant to Article24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs.

2. Description of Report

(1)

Date on Which the General Meeting of Shareholders Was Held

June 23, 2017

(2)

Details of Matters to be Resolved


		<Company’s Proposals (Proposals 1 and 2)>

		Proposal 1:		Partial amendment to the Articles of Incorporation

		Proposal 2:		Appointment of thirteen (13) directors

				It was proposed that Messrs. Yasuhiro Sato, Takanori Nishiyama, Koichi Iida, Makoto Umemiya, Yasuyuki Shibata, Ryusuke Aya, Nobukatsu Funaki, Tetsuo Seki, Takashi Kawamura, Tatsuo Kainaka and Hirotake Abe and Mses. Hiroko Ota and Izumi Kobayashi, thirteen (13) in total, be appointed to assume the office of Director.

		<Shareholders’ Proposals (Proposals 3 through 19)>

		Proposal 3:		Partial amendment to the Articles of Incorporation (Organizations that determine dividends from surplus, etc.)

		Proposal 4:		Partial amendment to the Articles of Incorporation (Exercise of voting rights of shares held for strategic reasons)

		Proposal 5:		Partial amendment to the Articles of Incorporation (Disclosure of compensation paid to individual officers)



		Proposal 6:		Partial amendment to the Articles of Incorporation (Separation of the Chairman of the Board of Directors and CEO)

		Proposal 7:		Partial amendment to the Articles of Incorporation (Creation of a system enabling employees of the Company to be reinstated after running for office in national elections, local assembly elections and elections for the heads of local governments, etc.)

		Proposal 8:		Partial amendment to the Articles of Incorporation (Disclosure of the policy on and results of officer training)

		Proposal 9:		Partial amendment to the Articles of Incorporation (Provision regarding the communications and responses between shareholders and directors)

		Proposal 10:		Partial amendment to the Articles of Incorporation (Provision regarding the system for direct recommendation of candidates for Directorship to the Nominating Committee by shareholders and equal treatment)

		Proposal 11:		Partial amendment to the Articles of Incorporation (Regarding the inclusion of shareholder proposals in a convocation notice, etc., with the upper limit on such proposals being 100 at minimum)

		Proposal 12:		Partial amendment to the Articles of Incorporation (Establishment of a liaison for reporting concerns to the Audit Committee)

		Proposal 13:		Partial amendment to the Articles of Incorporation (Holding of executive management committee meetings consisting of only the Outside Director(s), at which the Representative Executive Officer(s) are not present)

		Proposal 14:		Partial amendment to the Articles of Incorporation (Implementation of semi-“entry-level recruitment” and establishment of an employment quota for career tracks or executive positions, etc., for women who interrupted their careers for childbirth or child rearing, etc.)

		Proposal 15:		Partial amendment to the Articles of Incorporation (Prohibition of discriminatory treatment of activist investors)

		Proposal 16:		Partial amendment to the Articles of Incorporation (Establishment of special investigative committee on the matter of expressing the Company’s opinion on the recent actions by the Minister of Justice)

		Proposal 17:		Partial amendment to the Articles of Incorporation (Establishment of special investigative committee on the matter of frozen bank accounts at the Shakujii Branch)

		Proposal 18:		Partial amendment to the Articles of Incorporation (Establishment of a special investigative committee on the matter of the loan)

		Proposal 19:		Partial amendment to the Articles of Incorporation (Submission to the Bank of Japan of a written request to refrain from strongly pursuing its negative interest rate policy)

(3)

Number of Voting Rights for Approval, Disapproval and Abstentions in the Matters to be Resolved, and the Approval Requirements and Voting Results thereof


Matters to be Resolved	Number of Approvals (units)		Number of Disapprovals (units)		Number of Abstentions (units)		Approval Rate (%)		Voting Result
Proposal 1		170,688,974		709,592		153,086		99		Adopted
Proposal 2
Yasuhiro Sato		169,191,051		2,376,891		216		98		Adopted
Takanori Nishiyama		169,286,157		2,128,915		153,086		98		Adopted
Koichi Iida		169,290,258		2,124,814		153,086		98		Adopted
Makoto Umemiya		169,292,372		2,122,700		153,086		98		Adopted
Yasuyuki Shibata		169,293,768		2,121,304		153,086		98		Adopted
Ryusuke Aya		165,115,786		6,299,278		153,086		96		Adopted
Nobukatsu Funaki		165,137,478		6,277,586		153,086		96		Adopted
Tetsuo Seki		168,101,990		3,465,957		216		98		Adopted
Takashi Kawamura		169,465,662		2,102,285		216		98		Adopted
Tatsuo Kainaka		169,650,148		1,917,799		216		98		Adopted
Hirotake Abe		169,693,279		1,874,668		216		98		Adopted
Hiroko Ota		169,947,570		1,620,377		216		99		Adopted
Izumi Kobayashi		170,427,606		1,140,343		216		99		Adopted
Proposal 3		74,417,970		96,862,310		275,944		43		Rejected
Proposal 4		46,867,897		124,602,119		86,895		27		Rejected
Proposal 5		60,143,503		111,338,308		71,815		35		Rejected
Proposal 6		43,440,198		126,371,535		1,743,344		25		Rejected
Proposal 7		11,482,693		159,985,624		88,860		6		Rejected
Proposal 8		12,922,598		158,513,910		121,942		7		Rejected
Proposal 9		11,522,571		159,954,764		86,914		6		Rejected
Proposal 10		11,398,425		160,041,830		122,034		6		Rejected
Proposal 11		11,186,447		160,289,266		86,914		6		Rejected
Proposal 12		11,701,967		159,735,208		121,942		6		Rejected
Proposal 13		11,531,520		159,942,118		86,895		6		Rejected
Proposal 14		11,416,900		159,905,703		238,781		6		Rejected
Proposal 15		11,220,799		160,234,084		106,862		6		Rejected
Proposal 16		11,268,219		160,208,528		86,914		6		Rejected
Proposal 17		11,074,460		160,400,226		88,848		6		Rejected
Proposal 18		11,197,992		160,278,132		88,848		6		Rejected
Proposal 19		10,377,541		161,099,366		88,848		6		Rejected

(Note) Approval requirements for the adoption of each proposal are as follows:

•

Approval of a majority of the voting rights held by the shareholders present at the meeting who hold in aggregate not less thanone-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required for the adoption of proposal 2.

•

Approval of not less than two-thirds (2/3) of the voting rights held by the shareholders present at the meeting who hold in aggregate not less thanone-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required for the adoption of proposal 1 and proposals 3 through 19.

(4)

Reason for Not Counting a Portion of the Voting Rights of the Shareholders Present at the General Meeting 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 the Company was able to confirm, the number of voting rights for approval, disapproval and abstentions does not include those of some of the shareholders present at the general meeting.

-End-

Mizuho Financial (MFG) 6-KCurrent report (foreign)