UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TORULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2020
Commission File Number:000-53445
KB Financial Group Inc.
(Translation of registrant’s name into English)
26,Gukjegeumyung-ro8-gil,Yeongdeungpo-gu, Seoul 07331, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover ofForm 20-F orForm 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted byRegulation S-T Rule 101(b)(1): ☐
Note: RegulationS-T Rule 101(b)(1) only permits the submission in paper of a Form6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted byRegulation S-T Rule 101(b)(7): ☐
Note: RegulationS-T Rule 101(b)(7) only permits the submission in paper of a Form6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form6-K submission or other Commission filing on EDGAR.
Convocation of Annual General Meeting of Shareholders
of KB Financial Group Inc. for Fiscal Year 2019
On February 25, 2020, the board of directors of KB Financial Group Inc. resolved to convene the annual general meeting of shareholders for fiscal year 2019 as follows:
| • | Date and Time: March 20, 2020, 10:00 A.M. local time |
| • | Venue: Fourth Floor Auditorium, Kookmin Bank, 26,Gukjegeumyung-ro8-gil,Yeongdeungpo-gu, Seoul, Korea |
| • | Agenda: |
| 1) | Approval of financial statements and the proposed dividend payment for fiscal year 2019 |
| 2) | Amendment of the articles of incorporation |
| 3) | Appointment of directors (onenon-standing director, fivenon-executive directors) |
3-1)Non-Standing Director Candidate: Yin Hur
3-2)Non-Executive Director Candidate: Stuart B. Solomon
3-3)Non-Executive Director Candidate: Suk Ho Sonu
3-4)Non-Executive Director Candidate: Myung Hee Choi
3-5)Non-Executive Director Candidate: Kouwhan Jeong
3-6)Non-Executive Director Candidate:Seon-joo Kwon
| 4) | Appointment of a non-executive director, who will serve as a member of the Audit Committee |
Non-Executive Director Candidate: Gyutaeg Oh
| 5) | Appointment of members of the Audit Committee, who arenon-executive directors |
5-1) Audit Committee Member Candidate: Myung Hee Choi
5-2) Audit Committee Member Candidate: Kouwhan Jeong
5-3) Audit Committee Member Candidate: Kyung Ho Kim
| 6) | Approval of the aggregate remuneration limit for directors |
| • | Other material information for an investment decision: |
| • | The term of office of Mr. Yin Hur, a nominee fornon-standing director below, is currently set to expire on November 20, 2020. |
| • | Shareholders may exercise their voting rights without attending the meeting in person by submitting their voting cards by mail. |
Nominee forNon-Standing Director
Name | Date of Birth | Term of Office | New | Career (including current position) | ||||
| Yin Hur | December 1961 | 1 year | No | • President & CEO, Kookmin Bank (Current) • Senior Executive Vice President, Sales Group, Kookmin Bank • Senior Managing Director, Strategy & Finance Planning Group, Kookmin Bank • Managing Director, Credit Analysis Division, Kookmin Bank • General Manager, Samsung Town Corporate Banking Branch, Kookmin Bank • General Manager, Shinrim Nambu Branch, Kookmin Bank • General Manager, Dongbu Corporate Banking Branch, Kookmin Bank • M.A. in Law, Graduate School of Seoul National University |
Nominees forNon-Executive Directors
Name | Date of Birth | Term of Office | New | Career (including current | Name of Other | |||||
| Stuart B. Solomon | July 1949 | 1 year | No | • Chairman, Metlife Insurance Co. of Korea, Ltd. • President & CEO, Metlife Insurance Co. of Korea, Ltd. • Executive Vice President & Representative Director, Metlife Insurance Co. of Korea, Ltd. • Executive Managing Director, Metlife Insurance Co. of Korea, Ltd. | — | |||||
| Suk Ho Sonu | September 1951 | 1 year | No | • Visiting Professor, School of Business Administration, Hongik University (Current) • Visiting Professor, Business School, Seoul National University • Dean, Graduate School of Business Administration, Hongik University • President, Korea Money and Finance Association • President, Korea Finance Association | — | |||||
Name | Date of Birth | Term of Office | New | Career (including current position) | Name of Other | |||||
| Myung Hee Choi | February 1952 | 1 year | No | • Vice President, Korea Internal Control Assessment Institute (Current) • Auditor, Korea Exchange Bank • Director, Financial Supervisory Service • Senior Operations Officer, Citibank Korea Inc. | — | |||||
| Kouwhan Jeong | September 1953 | 1 year | No | • Co-president Attorney at Law, Nambujeil Law and Notary Office Inc. (Current) • Standing Mediator, Korea Medical Dispute Mediation and Arbitration Agency • Chairperson, Consumer Dispute Settlement Commission, Korea Consumer Agency • Branch Chief Prosecutor, Bucheon Branch Office, Incheon District Prosecutor’s Office | Co-president Attorney at Law, Nambujeil Law and Notary Office Inc. | |||||
| Seon-joo Kwon | November 1956 | 2 years | Yes | • Chairman & CEO, Industrial Bank of Korea • Head of Risk Management Division, Industrial Bank of Korea | — | |||||
Nominee forNon-Executive Director, Who Will Serve as a Member of the Audit Committee*
Name | Date of Birth | Term of Office | New | Career (including current position) | ||||
| Gyutaeg Oh | February 1959 | 2 years | Yes | • Professor, School of Business Administration, Chung-Ang University (Current) • Non-Executive Director, Moa Savings Bank Co., Ltd. • Non-Executive Director, Kiwoom Securities Co., Ltd. • Non-Executive Director, KT Corporation • Assistant Professor, the University of Iowa |
| * | Pursuant to Article 19, Paragraph (5) of the Act on Corporate Governance of Financial Companies |
Nominees for Members of the Audit Committee, Who AreNon-Executive Directors
Name | Date of Birth | Term of Office | New | Career (including current position) | ||||
| Myung Hee Choi | February 1952 | 1 year | Yes | • Vice President, Korea Internal Control Assessment Institute (Current) • Auditor, Korea Exchange Bank • Director, Financial Supervisory Service • Senior Operations Officer, Citibank Korea Inc. | ||||
| Kouwhan Jeong | September 1953 | 1 year | No | • Co-president Attorney at Law, Nambujeil Law and Notary Office Inc. (Current) • Standing Mediator, Korea Medical Dispute Mediation and Arbitration Agency • Chairperson, Consumer Dispute Settlement Commission, Korea Consumer Agency • Branch Chief Prosecutor, Bucheon Branch Office, Incheon District Prosecutor’s Office | ||||
| Kyung Ho Kim | December 1954 | 1 year | No | • Professor, School of Business Administration, Hongik University (Current) • Vice President, Hongik University • Non-Executive Director, Citibank Korea Inc. • Non-Executive Director, Shinhan Investment Corp. • Vice Chairman, Korea Accounting Standards Board • President, The Korean Association for Government Accounting | ||||
| Gyutaeg Oh | February 1959 | 1 year | Yes | • Professor, School of Business Administration, Chung-Ang University (Current) • Non-Executive Director, Moa Savings Bank Co., Ltd. • Non-Executive Director, Kiwoom Securities Co., Ltd. • Non-Executive Director, KT Corporation • Assistant Professor, the University of Iowa | ||||
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.
KB Financial Group Inc. | ||||||
| (Registrant) | ||||||
| Date: February 25, 2020 | By: /s/Ki-Hwan Kim | |||||
| (Signature) | ||||||
| Name:Ki-Hwan Kim | ||||||
| Title: Deputy President and Chief Finance Officer | ||||||
