Sony (SONY) 6-K Sony Group Corporation 6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of May 2022

Commission File Number: 001-06439

SONY GROUP CORPORATION

(Translation of registrant's name into English)

1-7-1 KONAN, MINATO-KU, TOKYO, 108-0075, JAPAN

(Address of principal executive offices)

The registrant files annual reports under cover of Form 20-F.

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 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 X

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-______

SIGNATURE

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.

SONY GROUP CORPORATION

(Registrant)

By:  /s/  Hiroki Totoki

                (Signature)

Hiroki Totoki

Executive Deputy President and

Chief Financial Officer

Date: May 10, 2022

List of materials

Documents attached hereto:

i) Press release: Notice Regarding the Partial Amendment of the Articles of Incorporation

 

May 10, 2022

Sony Group Corporation

Notice Regarding the Partial Amendment of the Articles of Incorporation

Sony Group Corporation (“Sony”) approved, at the meeting of its Board of Directors held today, to propose the partial amendment of the Articles of Incorporation for approval at the 105th Ordinary General Meeting of Shareholders to be held on June 28, 2022, as follows.

1. Reason for Amendment

(1) As the provisions of the Supplementary Provisions of the Act for Partial Amendment to the Companies Act (Act No. 70 of 2019) provided for in Article 1, proviso, of the Supplementary Provisions of the Act will come into force on September 1, 2022, the Corporation proposes that provisions of the Articles of Incorporation be amended as follows:

(i) The proposed Article 14, Paragraph 1 stipulates that the Corporation takes measures to electronically provide the content of the reference materials for the general meeting of shareholders, etc.

(ii) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scope of matters in documents to be delivered to shareholders who have made a request for the delivery of documents.

(iii) As the provisions of current Article 14 (Disclosure of Reference Documents for General Meetings of Shareholders, etc. through the Internet) will become unnecessary, it is to be deleted.

(iv) In line with the above addition and deletion of the provisions, supplementary provisions regarding the effective date, etc. shall be established.

(2) The purpose of the proposed Article 30, Paragraph 1 is to align the term of office of the Corporate Executive Officers with the fiscal year.

2. Description of Amendment to Articles of Incorporation

The description of the amendment is as follows.

 

1/3

(Underlined portions are to be amended.)

Current Articles	Proposed Amendment
Article 14.  (Disclosure of Reference  Documents for General Meetings  of Shareholders, Etc. through the  Internet)	[Deleted]
Upon convening a general meeting of shareholders, it may be deemed that the Corporation has provided the shareholders with necessary information that should be described or indicated in the reference documents for the general meeting of shareholders, business reports, non- consolidated financial statements, and consolidated financial statements, on the condition that such information is disclosed through the Internet in accordance with the Ministry of Justice Ordinance.
[New]	Article 14.  (Electronic Provision, etc.)
	1.     Upon convening a general meeting of  shareholders, the Corporation shall take  measures to electronically provide  information that constitutes the content  of the reference materials for the  general meeting of shareholders, etc.
	2.     Among the matters to be provided  electronically, the Corporation may  exclude all or some of the matters  provided by the Ordinances of the  Ministry of Justice from documents to be  delivered to shareholders who have  made a request for the delivery of  documents by the record date of the  voting rights.
Article 30.  (Term of Office of Corporate  Executive Officers)	Article 30.  (Term of Office of Corporate   Executive Officers)
1.  The term of office of a Corporate   Executive Officer shall expire at the   conclusion of the first meeting of the   Board of Directors of the Corporation   that is convened immediately after the   conclusion of the ordinary general   meeting of shareholders held with   respect to the last business year   ending within one year after his or her   election.	1. The term of office of a Corporate     Executive Officer shall expire on the     last day of the business year ending     within one year after his or her election.
2. The term of office of a Corporate     Executive Officer elected to fill a     vacancy or to increase the number of     Corporate Executive Officers shall be     the same as the remaining term of     office of the other Corporate     Executive Officers then in office.	[Not amended]

2/3

[New]	SUPPLEMENTARY PROVISIONS
	Article 1.
	1. The amendment to Article 14 shall take     effect on September 1, 2022, which is     the effective date of the amended     provisions provided for in Article 1,     proviso, of the Supplementary     Provisions of the Act for Partial     Amendment to the Companies Act (Act     No. 70 of 2019) (hereinafter referred to     as the “Effective Date”).
	2. Notwithstanding the provision of the     preceding paragraph, Article 14 of the     Articles of Incorporation before     amendment shall remain in force with     respect to a general meeting of     shareholders to be held on a date within     six months of the Effective Date.
	3. These supplementary provisions of this     Article 1 shall be deleted after the     passage of six months from the Effective     Date or three months from the date of the     general meeting of shareholders set forth     in the preceding paragraph, whichever is     later.
	Article 2.
	The amendment to Article 30, Paragraph 1 shall take effect at the conclusion of the first meeting of the Board of Directors of the Corporation that is convened immediately after the conclusion of the ordinary general meeting of shareholders held on June 28, 2022.  The supplementary provisions of this Article 2 shall be deleted after the passage of that date.

3. Date of Amendment

Ordinary General Meeting of Shareholders to approve the Amendment: June 28, 2022 (scheduled)

Effective Date of the Amendment:  As stipulated in the Supplementary Provisions above

End of document

3/3