Honda Motor (HMC) 6-K Current report (foreign)

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 2023

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):  ☐

Contents

Notice of Submission of Extraordinary Report Relating to Resolutions Passed and Results of Voting at the 99th Ordinary General Meeting of Shareholders.

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/ Masaharu Hirose

Masaharu Hirose

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: June 26, 2023

This document is a translation from the Japanese original Notice of Resolutions passed by the 99th 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 26, 2023

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 99th 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 26, 2023 pursuant to the Financial Instruments and Exchange Law of Japan with respect to the resolutions passed and the results of voting at the 99th Ordinary General Meeting of Shareholders of the Company held on June 21, 2023 (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 21, 2023

(2) Details of the matter resolved:

ITEM: Election of Eleven (11) Directors

Eleven (11) Directors were elected: Seiji Kuraishi, Toshihiro Mibe, Shinji Aoyama, Noriya Kaihara, Asako Suzuki, Masafumi Suzuki, Kunihiko Sakai, Fumiya Kokubu, Yoichiro Ogawa, Kazuhiro Higashi and 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   affirmative   votes (%)		Approved/         disapproved
ITEM  Election of Eleven (11) Directors
Seiji Kuraishi		13,213,408		860,171		548,077		89.96		Approved
Toshihiro Mibe		13,023,523		985,979		612,154		88.67		Approved
Shinji Aoyama		13,046,344		922,961		652,348		88.83		Approved
Noriya Kaihara		13,531,497		437,817		652,348		92.13		Approved
Asako Suzuki		13,175,540		791,988		654,125		89.71		Approved
Masafumi Suzuki		13,175,569		793,736		652,348		89.71		Approved
Kunihiko Sakai		13,782,572		225,162		613,931		93.84		Approved
Fumiya Kokubu		13,655,581		901,189		64,888		92.97		Approved
Yoichiro Ogawa		13,956,906		114,909		549,854		95.03		Approved
Kazuhiro Higashi		13,729,989		277,744		613,931		93.48		Approved
Ryoko Nagata		13,958,699		114,892		548,077		95.04		Approved

Notes:

(i) The requirement for approval of matter for resolution is as follows:

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.