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 February 2021
Commission File Number: 000-53445
KB Financial Group Inc.
(Translation of registrant’s name into English)
26, Gukjegeumyung-ro 8-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 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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-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 Form 6-K submission or other Commission filing on EDGAR.
Convocation of Annual General Meeting of Shareholders
of KB Financial Group Inc. for Fiscal Year 2020
On February 25, 2021, the board of directors of KB Financial Group Inc. (“KB Financial Group”) resolved to convene the annual general meeting of shareholders (the “AGM”) for fiscal year 2020 as follows:
| • | Date and Time: March 26, 2021, 10:00 A.M. local time |
| • | Venue: Fourth Floor Auditorium, Kookmin Bank, 26, Gukjegeumyung-ro 8-gil, Yeongdeungpo-gu, Seoul, Korea |
| • | Agenda: |
| 1) | Approval of financial statements and the proposed dividend payment for fiscal year 2020 |
| 2) | Appointment of four non-executive directors |
2-1) Non-Executive Director Candidate: Stuart B. Solomon
2-2) Non-Executive Director Candidate: Suk Ho Sonu
2-3) Non-Executive Director Candidate: Myung Hee Choi
2-4) Non-Executive Director Candidate: Kouwhan Jeong
| 3) | Appointment of a non-executive director, who will serve as a member of the Audit Committee |
Non-Executive Director Candidate: Kyung Ho Kim
| 4) | Appointment of members of the Audit Committee, who are non-executive directors |
4-1) Audit Committee Member Candidate: Suk Ho Sonu
4-2) Audit Committee Member Candidate: Myung Hee Choi
4-3) Audit Committee Member Candidate: Gyutaeg Oh
| 5) | Approval of the aggregate remuneration limit for directors |
| • | Other material information for an investment decision: |
| • | Shareholders may exercise their voting rights without attending the meeting in person by submitting their votes through the E-voting system operated by the Korea Securities Depository or by submitting their voting cards by mail. |
| • | In certain circumstances, including those related to COVID-19, the date, time, location and any other relevant information with regard to the AGM may be changed, in which case KB Financial Group will make prompt disclosure of such matter. |
Nominees for Non-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 | — | |||||
| 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 | Nambujeil Law and Notary Office Inc. | |||||
Nominee for Non-Executive Director, Who Will Serve as a Member of the Audit Committee*
Name | Date of Birth | Term of Office | New | Career (including current position) | ||||
| Kyung Ho Kim | December 1954 | 1 year | No | • Professor, School of Business Administration, Hongik University • Vice President, Hongik University • Non-Executive Director, Citibank Korea Inc. • Non-Executive Director, Shinhan Investment Corp. • President, The Korean Association for Government Accounting • Vice Chairman, Korea Accounting Standards Board |
| * | Pursuant to Article 19, Paragraph (5) of the Act on Corporate Governance of Financial Companies |
Nominees for Members of the Audit Committee, Who Are Non-Executive Directors
Name | Date of Birth | Term of Office | New | Career (including current position) | ||||
| 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 | ||||
| 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. | ||||
| Gyutaeg Oh | February 1959 | 1 year | No | • 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 | ||||
| * | Mr. Suk Ho Sonu was previously appointed as a member of the audit committee in 2018 and 2019. |
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, 2021 | By: /s/ Hwan-Ju Lee | |||||
| (Signature) | ||||||
| Name: Hwan-Ju Lee | ||||||
| Title: Executive Vice President and Chief Finance Officer | ||||||
