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 November, 2011.
Commission File Number 333-170434
Sumitomo Mitsui Trust Holdings, Inc.
(Translation of registrant’s name into English)
9-2, Marunouchi, 1-chome
Chiyoda-ku, Tokyo 100-6611
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: 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): ¨
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 contains the following:
| 1. | Notice regarding Change of Directors of “Sumitomo Mitsui Trust Group” |
| 2. | Notice regarding Change of Representative Directors |
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.
| Sumitomo Mitsui Trust Holdings, Inc. | ||||
| Date: November 28, 2011 | By: | /s/ Tadashi Nishimura | ||
| Name: | Tadashi Nishimura | |||
| Title: | Executive Officer | |||
Sumitomo Mitsui Trust Holdings, Inc.
(Securities Code: 8309)
The Chuo Mitsui Trust and Banking Company, Limited
Chuo Mitsui Asset Trust and Banking Company, Limited
The Sumitomo Trust and Banking Co., Ltd.
Notice regarding Change of Directors of “Sumitomo Mitsui Trust Group”
Sumitomo Mitsui Trust Holdings, Inc. (“SMTH”) hereby announces the change of directors of “Sumitomo Mitsui Trust Group” as described on the attached sheets.
The change of directors of SMTH is subject to the resolution of its board of directors to be held. The change of directors of Sumitomo Mitsui Trust Bank, Limited (“SMTB”), which is planned to be established in April 2012 through the merger of The Chuo Mitsui Trust and Banking Company, Limited (“CMTB”), Chuo Mitsui Asset Trust and Banking Company, Limited and The Sumitomo Trust and Banking Co., Ltd. (“STB”) with STB as a surviving entity, is subject to the resolutions of its general meeting of shareholders to be held and its board of directors to be held, as well as the approvals of the relevant authorities regarding the merger.
For further information, please contact:
IR Office, Sumitomo Mitsui Trust Holdings, Inc.
Telephone: +81-3-3286-8354
Facsimile: +81-3-3286-4654
< Sumitomo Mitsui Trust Holdings, Inc.>
Change of Directors
Effective on April 1, 2012 (planned)
Name | New Position | Current Position | ||
| Hitoshi Tsunekage | Representative Director, Chairman of SMTH (Concurrently) Representative Director, President of SMTB | Representative Director, Chairman of SMTH (Concurrently) Representative Director, Chairman of the Board and President of STB | ||
| Kunitaro Kitamura | Representative Director, President of SMTH (Concurrently) Representative Director, Chairman of SMTB | Representative Director, Deputy President of SMTH (Concurrently) Representative Director, Deputy President of CMTB | ||
| Jun Okuno | Representative Director, Director of SMTH (Concurrently) Representative Director, Deputy Chairman of SMTB | Director of SMTH (Concurrently) Representative Director, President of CMTB | ||
| Kiyoshi Mukohara | Representative Director, Director of SMTH (Concurrently) Representative Director, Deputy Chairman of SMTB | Representative Director, Deputy President of SMTH (Concurrently) Representative Director, Director and Deputy President Executive Officer of STB | ||
| Kazuo Tanabe | Director of SMTH (Concurrently) General Counsel of SMTB
Mr. Tanabe is planned to retire as Director of SMTH upon the close of SMTH’s ordinary general meeting of shareholders to be held in June 2012. | Representative Director, President of SMTH (Concurrently) Representative Director, Chairman of CMTB | ||
< Sumitomo Mitsui Trust Bank, Limited>
Change of Directors
Effective on April 1, 2012 (planned)
Name | New Position | Current Position | ||
| Kunitaro Kitamura | Representative Director, Chairman of SMTB (Concurrently) Representative Director, President of SMTH | Representative Director, Deputy President of CMTB (Concurrently) Representative Director, Deputy President of SMTH | ||
| Hitoshi Tsunekage | Representative Director, President of SMTB (Concurrently) Representative Director, Chairman of SMTH | Representative Director, Chairman of the Board and President of STB (Concurrently) Representative Director, Chairman of SMTH | ||
| Jun Okuno | Representative Director, Deputy Chairman of SMTB (Concurrently) Representative Director, Director of SMTH | Representative Director, President of CMTB (Concurrently) Director of SMTH | ||
| Kiyoshi Mukohara | Representative Director, Deputy Chairman of SMTB (Concurrently) Representative Director, Director of SMTH | Representative Director, Director and Deputy President Executive Officer of STB (Concurrently) Representative Director, Deputy President of SMTH | ||
| Kazuo Tanabe | General Counsel of SMTB (Concurrently) Director of SMTH
Mr. Tanabe is planned to retire as Director of SMTH upon the close of SMTH’s ordinary general meeting of shareholders to be held in June 2012. | Representative Director, Chairman of CMTB (Concurrently) Representative Director, President of SMTH | ||
Cautionary Statement Regarding Forward-Looking StatementsThis material contains forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995) regarding our intent, belief or current expectations in respect to our future financial conditions, operating results and overall management. These forward-looking statements may be identified by words such as “believes”, “expects”, “anticipates”, “projects”, “intends”, “should”, “seeks”, “estimates”, “future”, or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Such forward-looking statements are not guarantees of future performance and actual results may differ, owing to risks and uncertainties, including without limitation: (1) potential difficulties in integrating the management and business operations of our subsidiaries; (2) our ability to successfully execute our group business strategies; and (3) unanticipated events that result in an increase in our credit costs and a deterioration in the quality of our group companies’ loan portfolios. Given such risks and uncertainties, you should not place undue reliance on forward-looking statements, which speak only as of the release date of this material. We undertake no obligation to update or revise any forward-looking statements. In addition to this material, please refer to our most recently disclosed documents, such as our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission, or press releases we have issued, for a more detailed description of matters that may affect our financial condition and operating results.
To whom it may concern
Sumitomo Mitsui Trust Holdings, Inc.
(Securities Code: 8309 TSE, OSE, NSE)
Notice regarding Change of Representative Directors
Sumitomo Mitsui Trust Holdings, Inc. (President: Kazuo Tanabe; hereinafter “SMTH”) hereby announces the following change of representative directors, etc. The following change is subject to the resolution of SMTH’s board of directors to be held.
| 1. | Reason of Change |
Change of representative directors, etc. accompanied by the personnel change of directors
| 2. | Change of Representative Directors |
(1) Retiring Representative Director (effective on March 31, 2012 (planned))
New Position | Name | Current Position | ||
| Director | Kazuo Tanabe | Representative Director, President |
(Note) Mr. Tanabe has made a spontaneous offer to retire as Representative Director.
(2) Candidate Representative Director (effective on April 1, 2012 (planned))
New Position | Name | Current Position | ||
Representative Director, Director | Jun Okuno | Director |
| 3. | Change of Titles of Directors (effective on April 1, 2012 (planned)) |
New Position | Name | Current Position | ||
Representative Director, President | Kunitaro Kitamura | Representative Director, Deputy President | ||
Representative Director, Director | Kiyoshi Mukohara | Representative Director, Deputy President | ||
| 4. | Career Summary of Candidate Representative Director |
Jun Okuno
Date of Birth: July 30, 1950
| April | 1973: | Joined The Mitsui Trust and Banking Company, Limited (hereinafter “MTB”) | ||
| June | 1999: | Appointed Director and General Manager of General Planning Department of MTB | ||
| April | 2000: | Appointed Executive Officer and General Manager of General Planning Department of The Chuo Mitsui Trust and Banking Company, Limited (hereinafter “CMTB”) | ||
| February | 2002: | Resigned from CMTB Appointed Managing Director and General Manager of General Planning Department of Mitsui Trust Holdings, Inc. (hereinafter “MTH”) | ||
| July | 2002: | Appointed Managing Director of MTH | ||
| January | 2004: | Appointed Senior Executive Officer of CMTB | ||
| May | 2006: | Appointed First Senior Executive Officer of CMTB | ||
| June | 2006: | Appointed Senior Managing Director of MTH | ||
| October | 2007: | Appointed Senior Managing Director of Chuo Mitsui Trust Holdings, Inc. (hereinafter “CMTH”) | ||
| February | 2010: | Appointed Director of CMTH Appointed President of CMTB (current position) | ||
| April | 2011: | Appointed Director of SMTH (current position) | ||
| Number of shares of SMTH held by the person: 36,930 (as of September 30, 2011) | ||||
End.
For further information, please contact:
IR Office, Sumitomo Mitsui Trust Holdings, Inc.
Telephone: +81-3-3286-8354
Facsimile: +81-3-3286-4654
Cautionary Statement Regarding Forward-Looking StatementsThis material contains forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995) regarding our intent, belief or current expectations in respect to our future financial conditions, operating results and overall management. These forward-looking statements may be identified by words such as “believes”, “expects”, “anticipates”, “projects”, “intends”, “should”, “seeks”, “estimates”, “future”, or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Such forward-looking statements are not guarantees of future performance and actual results may differ, owing to risks and uncertainties, including without limitation: (1) potential difficulties in integrating the management and business operations of our subsidiaries; (2) our ability to successfully execute our group business strategies; and (3) unanticipated events that result in an increase in our credit costs and a deterioration in the quality of our group companies’ loan portfolios. Given such risks and uncertainties, you should not place undue reliance on forward-looking statements, which speak only as of the release date of this material. We undertake no obligation to update or revise any forward-looking statements. In addition to this material, please refer to our most recently disclosed documents, such as our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission, or press releases we have issued, for a more detailed description of matters that may affect our financial condition and operating results.
