No.1-7628
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 JUNE 2021
COMMISSION FILE NUMBER: 1-07628
HONDA GIKEN KOGYO KABUSHIKI KAISHA
(Name of registrant)
HONDA MOTOR CO., LTD.
(Translation of registrant’s name into English)
1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan
(Address of principal executive offices)
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): ☐
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): ☐
Honda Motor Co., Ltd. (the “Company”) hereby notifies you that it has submitted with the relevant Japanese authority an Extraordinary Report on June 28, 2021 pursuant to the Financial Instruments and Exchange Law of Japan with respect to the resolutions passed and the results of voting at the 97th Ordinary General Meeting of Shareholders held on June 23, 2021.
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.
| HONDA GIKEN KOGYO KABUSHIKI KAISHA (HONDA MOTOR CO., LTD. ) |
/s/ Masao Kawaguchi |
| Masao Kawaguchi |
| General Manager |
| Finance Division |
| Honda Motor Co., Ltd. |
Date: June 30, 2021
This document is a translation from the Japanese original Notice of Resolutions passed by the 97th Ordinary General Meeting of Shareholders of Honda Motor Co., Ltd. prepared for the convenience of shareholders outside Japan. In case of any discrepancy between the translated document and the Japanese original, the latter shall prevail.
June 28, 2021
| To: | Shareholders of Honda Motor Co., Ltd. |
| From: | Honda Motor Co., Ltd. |
1-1, Minami-Aoyama 2-chome, |
Minato-ku, Tokyo, 107-8556 |
Toshihiro Mibe |
Director, |
President and Representative Executive Officer |
Notice of Submission of Extraordinary Report Relating to Resolutions
Passed and Results of Voting at the 97th Ordinary General Meeting of Shareholders
Honda Motor Co., Ltd. (hereinafter referred to as “the Company”) hereby notifies you as follows that it has submitted with the relevant Japanese authority an Extraordinary Report (the “Extraordinary Report”) on June 28, 2021 pursuant to the Financial Instruments and Exchange Law of Japan with respect to the resolutions passed and the results of voting at the 97th Ordinary General Meeting of Shareholders of the Company held on June 23, 2021 (the “General Shareholders’ Meeting”).
Particulars
1. Reason for Submitting the Extraordinary Report
The Company has submitted the Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance concerning Disclosure of Corporate Affairs, etc. to report on matter resolved and the results of voting at the General Shareholders’ Meeting.
2. Details of the Extraordinary Report
| (1) | Date on which the General Shareholders’ Meeting was held: |
June 23, 2021 |
| (2) | Details of the matter resolved: |
FIRST ITEM: Partial Amendments to the Articles of Incorporation
a. Transition to a company with three committees
The Company intends to make amendments to the Articles of Incorporation, including the establishment of new provisions concerning the Nominating Committee, Audit Committee, Compensation Committee, and Executive Officers, the deletion of provisions concerning Audit and Supervisory Committee Members and the Audit and Supervisory Committee, and other necessary amendments, with transition to a company with three committees.
b. Introduction of measures for providing reference materials, etc. for the general meeting of shareholders in an electronic format
The Company intends to make necessary amendments to the Articles of Incorporation with introducing measures for providing reference materials, etc. for the general meeting of shareholders in an electronic format.
c. Change in frequency of distributions of dividends
The Company intends to make necessary amendments to the Articles of Incorporation with changing the frequency of the distribution of dividends to twice a year (an interim and a year-end dividend).
d. Other general amendments
The Company intends to reorganize the article numbering to accommodate the newly established and deleted articles, as well as made other necessary amendments.
SECOND ITEM: Election of Eleven (11) Directors
Eleven(11) Directors is proposed to be elected: Messrs. Toshiaki Mikoshiba, Toshihiro Mibe, Seiji Kuraishi, Kohei Takeuchi, Ms. Asako Suzuki, Messrs. Masafumi Suzuki, Kunihiko Sakai, Fumiya Kokubu, Yoichiro Ogawa, Kazuhiro Higashi and Ms. Ryoko Nagata.
| (3) | Number of affirmative votes, negative votes and abstentions in respect of the matter for resolution described above, requirements for the approval of such matter for resolution and results of voting: |
Proposals
| Number of affirmative votes
| Number of negative votes
| Number of abstentions
|
Ratio of
| Approved/ disapproved
| |||||||||||||||
FIRST ITEM | 15,245,508 | 9,396 | 6,182 | 99.66% | Approved | |||||||||||||||
SECOND ITEM |
| |||||||||||||||||||
Toshiaki Mikoshiba | 14,573,076 | 662,797 | 26,084 | 95.27% | Approved | |||||||||||||||
Toshihiro Mibe | 14,520,251 | 733,824 | 7,882 | 94.92% | Approved | |||||||||||||||
Seiji Kuraishi | 14,455,107 | 780,755 | 26,084 | 94.50% | Approved | |||||||||||||||
Kohei Takeuchi | 14,793,768 | 442,105 | 26,084 | 96.71% | Approved | |||||||||||||||
Asako Suzuki | 14,451,905 | 783,958 | 26,084 | 94.48% | Approved | |||||||||||||||
Masafumi Suzuki | 14,452,771 | 783,091 | 26,084 | 94.48% | Approved | |||||||||||||||
Kunihiko Sakai | 15,127,559 | 126,525 | 7,882 | 98.89% | Approved | |||||||||||||||
Fumiya Kokubu | 14,931,264 | 322,816 | 7,882 | 97.61% | Approved | |||||||||||||||
Yoichiro Ogawa | 15,112,232 | 141,854 | 7,882 | 98.79% | Approved | |||||||||||||||
Kazuhiro Higashi | 15,137,210 | 116,874 | 7,882 | 98.95% | Approved | |||||||||||||||
Ryoko Nagata | 15,238,124 | 15,962 | 7,882 | 99.61% | Approved | |||||||||||||||
Notes:
| (i) | The requirement for approval of each matter for resolution is as follows: |
- For the First Item of the proposals, a majority vote of two-thirds (2/3) or more of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders entitled to vote.
- For the Second Item of the proposals, a majority vote of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders entitled to vote.
| (ii) | The ratio of affirmative votes is the ratio of the aggregate of the number of voting rights exercised prior to the General Shareholders’ Meeting and the number of votes by the shareholders present at the General Shareholders’ Meeting, through which approval was able to be ascertained for each of the proposals, against the aggregate of the number of voting rights exercised prior to the General Shareholders’ Meeting and the number of voting rights of all the shareholders present at the General Shareholders’ Meeting. |
| (4) | Reasons for not including certain number of votes by shareholders present at the meeting in the number of votes mentioned above: |
The aggregate number of (a) the voting rights exercised prior to the General Shareholders’ Meeting and (b) the votes by shareholders present at the General Shareholders’ Meeting, through which approval or disapproval was able to be ascertained for each of the proposals, was sufficient to meet the approval requirements and therefore the matter was duly resolved under the Companies Act. Accordingly, the numbers of votes by the shareholders present at the General Shareholders’ Meeting, but for which approval, disapproval or abstention for each proposal could not be confirmed, were not included in the numbers of affirmative votes/negative votes/abstentions mentioned in paragraph (3) above.
