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 July 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 ☒ | 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 ☒
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: July 1, 2022
List of materials
Documents attached hereto:
i) Translation of the Extraordinary Report (Rinji Houkokusho) filed with the Director-General of the Kanto Financial Bureau in Japan by Sony Group Corporation on July 1, 2022
Extraordinary Report
July 1, 2022
(TRANSLATION)
Sony Group Corporation
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Note for readers of this English translation
On July １, 2022, Sony Group Corporation (the “Corporation”) filed its Japanese-language Extraordinary Report (Rinji Houkokusho) (the “Report”) with the Director-General of the Kanto Financial Bureau in Japan in connection with the Corporation’s shareholders’ voting results for proposals acted upon at the 105th Ordinary General Meeting of Shareholders held on June 28, 2022 pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report in its entirety.
| 1. | Reason for submitting the Extraordinary Report |
Given that resolutions were made for the PROPOSALS TO BE ACTED UPON at the 105th Ordinary General Meeting of Shareholders held on June 28, 2022 (the “Meeting”), Sony Group Corporation (the “Corporation”) submits this Extraordinary Report under the provisions of Article 24-5, Paragraph 4, of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 1 and Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.
| 2. | Matters reported |
(1) Date when the Meeting was held: June 28, 2022
(2) Proposals acted upon
Proposal 1: To partially amend the Articles of Incorporation.
| (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 purpose of the proposed Article 14, Paragraph 1 is to stipulate 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) | The Article 14 before the amendment (Disclosure of Reference Documents for General Meetings of Shareholders, Etc. through the Internet) will become unnecessary, it is to be deleted. |
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| (ⅳ) | In line with the above addition and deletion of the provisions, Article 1 of the 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. |
Proposal 2: To elect 10 Directors.
| Kenichiro Yoshida, Hiroki Totoki, Shuzo Sumi, Tim Schaaff, Toshiko Oka, Sakie Akiyama, Wendy Becker, Yoshihiko Hatanaka, Keiko Kishigami and Joseph A. Kraft Jr. were elected as directors of the Corporation. |
Proposal 3: To issue Stock Acquisition Rights for the purpose of granting stock options.
| (3) | Number of voting rights concerning the indication of “for,” “against” or “abstention” for each proposal; requirements for approving the proposals; and results of resolutions |
1) Total number of voting rights
| Number of shareholders with voting rights | 342,417 | |
| Number of voting rights | 12,351,499 |
2) The number of shareholders who have exercised their voting rights
| Number of shareholders who have exercised their voting rights | 102,853 | ||
| (Number of shareholders present at the Meeting | 225 ) | ||
| Number of voting rights exercised | 10,294,624 | [Exercise Ratio 83.3%] | |
| (Number of voting rights of the shareholders present at the Meeting | 110,332 | [Exercise Ratio 0.9%] ) | |
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(Voting right)
| Proposal | For | Against | Abstention | Ratio of favorable votes | Results |
| Proposal 1 | 10,284,261 | 5,895 | 2,929 | 99％ | Approved |
| Proposal 2 | |||||
| Kenichiro Yoshida | 10,021,207 | 205,315 | 66,818 | 97％ | Approved |
| Hiroki Totoki | 10,023,878 | 206,830 | 62,631 | 97％ | Approved |
| Shuzo Sumi | 10,153,844 | 136,924 | 2,572 | 98％ | Approved |
| Tim Schaaff | 10,155,107 | 135,676 | 2,557 | 98％ | Approved |
| Toshiko Oka | 10,074,772 | 216,007 | 2,556 | 97％ | Approved |
| Sakie Akiyama | 10,112,617 | 178,170 | 2,549 | 98％ | Approved |
| Wendy Becker | 10,091,197 | 199,598 | 2,540 | 98％ | Approved |
| Yoshihiko Hatanaka | 10,162,751 | 128,033 | 2,556 | 98％ | Approved |
| Keiko Kishigami | 10,134,063 | 156,717 | 2,560 | 98％ | Approved |
| Joseph A. Kraft Jr. | 10,134,099 | 156,677 | 2,564 | 98％ | Approved |
| Proposal 3 | 9,634,919 | 657,182 | 1,233 | 93％ | Approved |
Notes:
| 1. | Requirements for the approval of each proposal are as follows: |
| 1) | The resolution for Proposal 1 and Proposal 3 shall be adopted by a two-thirds (2/3) majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights. |
| 2) | The resolution for Proposal 2 shall be adopted by a simple majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights. |
| 2. | The denominator of the “Ratio of favorable votes” was calculated by adding the number of voting rights held by the present and voting shareholders at the Meeting. |
| (4) | Reason why a portion of the voting rights held by the shareholders present at the Meeting was not added to the number of voting rights: |
The required majority approval for each proposal was met by aggregating the votes exercised prior to the Meeting and votes of shareholders present at the Meeting of which the Corporation was able to confirm the indication as to each proposal. Therefore, of the voting rights held by shareholders present at the Meeting, the number of voting rights concerning the indication of “for,” “against” or “abstention” as to each proposal of which the Corporation was not able to verify was not tallied, except as explained in Note 2 to the table of 2.(3) 2) above.
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