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 June 2021
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NO. 333-233354) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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, 2021 | ||
| Mizuho Financial Group, Inc. | ||
| By: | /s/ Makoto Umemiya | |
| Name: | Makoto Umemiya | |
| Title: | Senior Managing Executive Officer / Group CFO |
June 28, 2021
To whom it may concern:
Mizuho Financial Group, Inc.
Filing of Extraordinary Report
Mizuho Financial Group, Inc. (“Mizuho Financial Group”) hereby announces that it filed today an extraordinary report concerning the results of the exercise of voting rights at the ordinary general meeting of shareholders of Mizuho Financial Group.
1. Reason for filing
Given that the proposal was adopted at the 19th Ordinary General Meeting of Shareholders of Mizuho Financial Group held on June 23, 2021, Mizuho Financial Group filed the 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 on Disclosure of Corporate Affairs.
2. Description of report
| (1) | Date on which the ordinary general meeting of shareholders was held |
June 23, 2021 |
| (2) | Matters to be resolved |
| Company’s proposal | ||||||
| Proposal: | Appointment of thirteen (13) directors | |||||
| It was proposed that Messrs. Tatsufumi Sakai, Seiji Imai, Makoto Umemiya, Motonori Wakabayashi, Nobuhiro Kaminoyama, Yasuhiro Sato, Hisaaki Hirama, Tatsuo Kainaka, Yoshimitsu Kobayashi, Ryoji Sato, Takashi Tsukioka and Masami Yamamoto and Ms. Izumi Kobayashi, thirteen (13) in total, be appointed to assume the office of director. | ||||||
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| (3) | Number of voting rights for approval, disapproval and abstention for the matters to be resolved, and the requirement for adoption and voting results thereof |
Matters to be resolved | Number of approval (units) | Number of disapproval (units) | Number of abstention (units) | Approval rate (%) | Voting result | |||||||||||||||
Proposal | ||||||||||||||||||||
Tatsufumi Sakai | 15,632,895 | 1,646,468 | 6,475 | 90 | Adopted | |||||||||||||||
Seiji Imai | 16,424,876 | 854,491 | 6,485 | 94 | Adopted | |||||||||||||||
Makoto Umemiya | 16,459,707 | 819,661 | 6,485 | 94 | Adopted | |||||||||||||||
Motonori Wakabayashi | 15,091,040 | 2,188,299 | 6,489 | 87 | Adopted | |||||||||||||||
Nobuhiro Kaminoyama | 17,052,585 | 226,777 | 6,489 | 98 | Adopted | |||||||||||||||
Yasuhiro Sato | 16,426,115 | 853,238 | 6,490 | 94 | Adopted | |||||||||||||||
Hisaaki Hirama | 15,983,115 | 1,291,546 | 11,174 | 92 | Adopted | |||||||||||||||
Tatsuo Kainaka | 16,496,533 | 778,139 | 11,171 | 95 | Adopted | |||||||||||||||
Yoshimitsu Kobayashi | 16,628,487 | 646,188 | 11,172 | 95 | Adopted | |||||||||||||||
Ryoji Sato | 16,717,020 | 557,652 | 11,183 | 96 | Adopted | |||||||||||||||
Takashi Tsukioka | 17,126,132 | 148,546 | 11,172 | 98 | Adopted | |||||||||||||||
Masami Yamamoto | 16,604,757 | 669,919 | 11,167 | 95 | Adopted | |||||||||||||||
Izumi Kobayashi | 16,632,669 | 646,725 | 6,453 | 95 | Adopted | |||||||||||||||
Note: The requirement for adoption of the proposal is as follows:
| • | Approval of a majority of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required for the adoption of the proposal. |
| (4) | Reason for not counting a portion of the voting rights of the shareholders present at the ordinary general meeting of shareholders |
Since the adoption of the proposal 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 Mizuho Financial Group was able to confirm, the number of voting rights for approval, disapproval and abstention shown in the above table does not include a portion of those of the shareholders present at the general meeting.
-End-
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