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 March 2015
Commission File Number 1-14926
KT Corporation
(Translation of registrant’s name into English)
90, Buljeong-ro,
Bundang-gu, Seongnam-si,
Gyeonggi-do,
Korea
(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 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 by furnishing the information contained in this Form, the registrant 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-
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.
| Dated: March 27, 2015 | ||
| KT Corporation | ||
| By: | /s/ Youngwoo Kim | |
| Name: | Youngwoo Kim | |
| Title: | Vice President | |
| By: | /s/ Jungsup Jung | |
| Name: | Jungsup Jung | |
| Title: | Director | |
Results of the 33rd Annual General Meeting of Shareholders
| 1. Approval of Financial Statements | (Unit: KRW Million, except for earnings per share) | |||||||||||
The 33rd Fiscal Year (Fiscal Year ended December 31, 2014) | ||||||||||||
| Consolidated | - Total Assets | 33,775,502 | - Revenues | 23,421,673 | ||||||||
- Total liabilities | 21,985,214 | - Operating income | -291,653 | |||||||||
- Capital stock | 1,564,499 | - Net income | -966,176 | |||||||||
- Total Stockholders’ Equity | 11,790,288 | Basic earnings per share (KRW) | — | |||||||||
| KT Separate | - Total Assets | 24,920,296 | - Revenues | 17,435,803 | ||||||||
- Total liabilities | 15,314,442 | - Operating income | -719,490 | |||||||||
- Capital stock | 1,564,499 | - Net income | -1,141,889 | |||||||||
- Total Stockholders’ Equity | 9,605,854 | Basic earnings per share (KRW) | — | |||||||||
| Audit Opinion | Consolidated | Unqualified | ||||||||||
| KT Separate | Unqualified | |||||||||||
2. Resolution of Dividends | ||||||||||||
Type of dividend | — | |||||||||||
Regular cash dividend per share (KRW) | — | |||||||||||
Total cash dividends (KRW) | — | |||||||||||
Dividend yield (%) | — | |||||||||||
3. Status of Directors (as of the date of appointment) | ||||||||||||
A. Approval of Appointment of Directors | Appointment of Directors - Two (2) Inside Directors : Heon-Moon Lim, Jeong Tae Park - Three (3) Outside Directors : Suk-Gwon Chang, Dong-Wook Chung, Daiwon Hyun
Appointment of members of Audit Committee - Two (2) members of Audit Committee who are outside directors : Dae-Geun Park, Dong-Wook Chung | |||||||||||
| B. Number of Outside Directors Following Appointment | Total number of directors | 11 | ||||||||||
| Number of outside directors | 8 | |||||||||||
| | Percentage of outside directors(%) | 72.7 | ||||||||||
| C. Number of Auditors Following Appointment | Standing auditors | — | ||||||||||
| Non-standing auditor | — | |||||||||||
| D. Number of Members of Audit Committee Following Appointment | | Number of members of Audit Committee who are outside directors | 4 | |||||||||
| | Number of members of Audit Committee who are non- outside directors | 0 | ||||||||||
| 4. Details of Other Resolutions |
Agenda Item No. 1. Approval of the 33rd Financial Statements : approved as originally proposed
Agenda Item No. 2. Amendment of Articles of Incorporation : approved as originally proposed
Agenda Item No. 3. Election of Directors (Total of Five(5) directors: Two(2) Inside Directors, Three(3) Outside Directors)
Agenda Item 3-1. Inside Director Candidate : Heon-Moon Lim : approved as originally proposed
Agenda Item 3-2. Inside Director Candidate : Jeong Tae Park : approved as originally proposed
Agenda Item 3-3. Outside Director Candidate : Suk-Gwon Chang : approved as originally proposed
Agenda Item 3-4. Outside Director Candidate : Dong-Wook Chung : approved as originally proposed
Agenda Item 3-5. Outside Director Candidate : Daiwon Hyun : approved as originally proposed
Agenda Item No. 4. Election of member of Audit Committee (Total of Two(2) members of Audit Committee)
Agenda Item 4-1. Audit Committee Candidate : Dae-Geun Park : approved as originally proposed
Agenda Item 4-2. Audit Committee Candidate : Dong-Wook Chung : approved as originally proposed
Agenda Item No. 5. Approval of Limit on Remuneration of Directors : approved as originally proposed | |||||||||
| 5. Date of Annual General Meeting of Shareholders | March 27, 2015 | |||||||||
| 6. Reference | AGM Notice on February 24, 2015 | |||||||||
Details Relating to Elected Inside Directors
| Name | Date of Birth | Term | Whether Newly Elected | Work Experience (including current position) | ||||
| Heon-Moon Lim | November 15, 1960 | 1 year | Re-elected | 2014 – Present Head of Customer Business Group, KT
2013 – 2014 Professor, Department of Economics and Management, Chungnam National University
2012 – 2013 Chief Operating Officer of KT Telecom & Convergence Group
2012 Chief Operating Officer of Home Customer Strategy BU, KT Home Business Group | ||||
2010 – 2012 Head of Home Customer Strategy BU, KT Home Business Group
2010 Head of Home Integrated Marketing Communication BU, KT Home Business Group | ||||||||
| Jeong Tae Park | December 10, 1959 | 1 year | Newly elected | 2014 – Present Head of Legal & Ethics Office, KT
2013 Head of Group Shared Service Group, KT
2012 Head of Corporate Center Strategy & Planning Office, KT
2009 – 2011 Head of Procurement Strategy Office, KT
2007 – 2008 Head of Platform Laboratory, KT
2006 – 2007 Head of Strategy & Planning Office, Corporate Planning Group, KT
2005 – 2006 Head of Service Planning Unit, KT | ||||
Details Relating to Elected Outside Directors
| Name | Date of Birth | Term | Whether Newly Elected | Work Experience (including current position) | ||||
| Suk-Gwon Chang | February 21, 1956 | 3 years | Re-elected | 2014 – Present Dean of Business School of Hanyang University
2014 – Present President, The Korean Operations Research and Management Science Society (KORMS)
1984 – Present Professor of Business School of Hanyang University
2010 – 2012 Dean of Graduate school of Hanyang Cyber University
2010 – 2011 Chairman, Korea Association for Telecommunications Policies | ||||
| Dong-Wook Chung | August 22, 1949 | 3 years | Newly elected | 2005 – Present Senior Counsel, Law Firm Kim¸ Choi & Lim
2003 – 2005 Lawyer, Law Firm Kim, Chang & Lee
1998 – 2003 Prosecutor, Seoul High Prosecutors’ Office
1997 – 1998 Chief Prosecutor, Bucheon Branch of the Incheon District Prosecutors’ Office
1996 – 1997 Deputy Prosecutor, Dongbu Branch of Seoul District Prosecutors’ Office. | ||||
| Daiwon Hyun | August 1, 1964 | 3 years | Newly elected | 2014 – Present Chairman, Korea Digital Content Industry Forum
2013 – Present Advisor to the President for Creative and Innovative Economic Team, National Economic Advisory Council (NEAC)
2000 – Present Professor, Mass Communication & Director of Sogang Communication Center, School of Communication Sogang University | ||||
2012 Chairman, Internet-based Broadcasting Service Promotion Forum (Korea Communications Commission supported)
2010 – 2011 Chairman, ‘Beautiful Internet World’ Forum
2006 – 2008 Chairman, Users’ Open Committee for Media Daum | ||||||||
Details Relating to Elected Audit Committee Members
| Name | Date of Birth | Term | Whether Newly Elected | Whether Outside | Work Experience (including current position) | |||||
| Dae-Geun Park | March 15, 1958 | 2 years | Newly elected | Outside Director | 2013 – Present Chief of the Economic Research Institute, Hanyang University
2013 – Present Chairman, Financial Development Council, Financial Services Commission
2012 – Present Consultant, Committee of Fund Management, Korea Securities Depository
1991 – Present Professor of the College of Economics and Finance, Hanyang University
2009– 2013 Committee Member, Korea Finance Corporations | |||||
| Dong-Wook Chung | August 22, 1949 | 3 years | Newly elected | Outside Director | 2005 – Present Senior Counsel, Law Firm Kim¸ Choi & Lim
2003 – 2005 Lawyer, Law Firm Kim, Chang & Lee
1998 – 2003 Prosecutor, Seoul High Prosecutors’ Office
1997 – 1998 Chief Prosecutor, Bucheon Branch of the Incheon District Prosecutors’ Office
1996 – 1997 Deputy Prosecutor, Dongbu Branch of Seoul District Prosecutors’ Office. | |||||
Details Relating to amendment of business purpose
| <Before> | <After> | Reason for amendment | |||
| Amendment of business purpose | Article 2. (Purpose)
The objective of KT is to engage in the following business activities
2. New media business | Article 2. (Purpose)
The objective of KT is to engage in the following business activities
2. New media business and Internet Multimedia Broadcasting Business
Addendum (March 27, 2015)
These Articles of Incorporation shall become effective as of the date of resolution of the General Meeting of Shareholders | KT amends Article 2 (Purpose) – 2 (New Media Business) to add “Internet Multimedia Broadcasting Business” to clarify KT’s engagement in the IPTV business, which the company had done on the basis of “new media business”. According to the Ministry of Science, ICT, and Future Planning, the approving regulatory body, KT must stipulate “internet multimedia broadcasting business” in its business purpose to encompass KT’s commercial activities and business scope in regard to the IPTV business. Accordingly, KT must add “Internet Multimedia Broadcasting Business” to amend its business purpose to “New Media Business and Internet Multimedia Broadcasting Business | |||
