0001193125-17-203950.txt : 20170615 0001193125-17-203950.hdr.sgml : 20170615 20170615062333 ACCESSION NUMBER: 0001193125-17-203950 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170615 FILED AS OF DATE: 20170615 DATE AS OF CHANGE: 20170615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA MOTOR CORP/ CENTRAL INDEX KEY: 0001094517 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14948 FILM NUMBER: 17912374 BUSINESS ADDRESS: STREET 1: 1 TOYOTA CHO TOYOTA CITY STREET 2: AICHI PREFECTURE 471-8571 CITY: JAPAN STATE: M0 ZIP: 00000 BUSINESS PHONE: 81-565-28-2121 MAIL ADDRESS: STREET 1: TOYOTA MOTOR SALES USA INC STREET 2: 19001 SOUTH WESTERN AVE PO BOX 2991 CITY: TORRANCE STATE: CA ZIP: 90509-2991 6-K 1 d404237d6k.htm REPORT OF FOREIGN PRIVATE ISSUER REPORT OF FOREIGN PRIVATE ISSUER

 

 

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, 2017

Commission File Number 001-14948

 

 

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

 

 

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

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      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):             

 

 

 


Material Contained in this Report:

 

I.

English translation of the Notice of Resolutions Adopted at FY 2017 Ordinary General Shareholders’ Meeting on June 14, 2017.

 

II.

English translation of an Extraordinary Report, as filed by the registrant with the Director of the Kanto Local Finance Bureau on June 15, 2017.


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.

 

Toyota Motor Corporation

By:

 

        /s/    Kenta Kon

 

Name:

 

Kenta Kon

 

Title:

 

General Manager of Accounting

Division

Date: June 15, 2017

EX-99.1 2 d404237dex991.htm NOTICE OF RESOLUTIONS ADOPTED AT FY 2017 ORDINARY GENERAL SHAREHOLDERS' MEETING Notice of Resolutions Adopted at FY 2017 Ordinary General Shareholders' Meeting
(Securities Code 7203)   
   June 14, 2017

To All Shareholders:

  
   President Akio Toyoda
   TOYOTA MOTOR CORPORATION
   1, Toyota-cho, Toyota City, Aichi Prefecture

Notice of Resolutions Adopted at the 113th Ordinary General Shareholders’ Meeting

Dear Shareholder,

The reports made and resolutions adopted at the 113th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) today are as follows:

Reports:

Reports on business review, consolidated and unconsolidated financial statements for FY2017 (April 1, 2016 through March 31, 2017) and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements

Details pertaining to the above were reported.

Resolutions:

 

    Proposed Resolution 1:

   Election of 9 Members of the Board of Directors
   Approved as proposed.    The following 9 persons were elected and have assumed their positions as Members of the Board of Directors:
   Takeshi Uchiyamada, Shigeru Hayakawa, Akio Toyoda, Didier Leroy, Shigeki Terashi, Osamu Nagata, Ikuo Uno, Haruhiko Kato, and Mark T. Hogan.
   Messrs. Ikuo Uno, Haruhiko Kato, and Mark T. Hogan satisfy the requirements to be qualified as Outside Members of the Board of Directors as stipulated in Article 2, Item 15 of the Companies Act.

    Proposed Resolution 2:

   Election of 1 Substitute Audit & Supervisory Board Member
   Approved as proposed.    The following person was elected as a substitute Audit & Supervisory Board Member:
   Ryuji Sakai.
   Mr. Ryuji Sakai is a substitute Outside Audit & Supervisory Board Member for either Ms. Yoko Wake, Mr. Teisuke Kitayama, or Mr. Hiroshi Ozu who are currently Outside Audit & Supervisory Board Members.

    Proposed Resolution 3:

   Payment of Bonuses to Members of the Board of Directors
   Approved as proposed.    The Members of the Board of Directors in office as of the end of FY2017 will be paid a total amount of 938,350,000 yen as executive bonuses.

 

1


    Proposed Resolution 4:

   Revision of the Amount of Compensation Payable to Members of the Board of Directors
   Approved as proposed.    The compensation limit for the Members of the Board of Directors was revised from a monthly-amount basis to a yearly-amount basis and the maximum total compensation for the Members of the Board of Directors, including bonuses, was revised to 4.0 billion yen per year (of which, the maximum amount payable to Outside Members of the Board of Directors is 0.3 billion yen per year.) As before, the amount of compensation for Members of the Board of Directors shall not include any compensation payable to Members of the Board of Directors as employees, among those who serve concurrently as employees.

 

2


At the Board of Directors meeting held today after the conclusion of the General Shareholders’ Meeting, 2 persons were elected as Members of the Board of Directors with special titles and assumed their respective positions.

Chairman of the Board of Directors Takeshi Uchiyamada and President Akio Toyoda were elected and assumed their positions as Representative Directors.

The new Members of the Board of Directors, Audit & Supervisory Board Members, Senior Managing Officers, and Managing Officers are as follows:

 

  Chairman of the Board of   Directors   Takeshi Uchiyamada   Member of the Board of Directors   Mark T. Hogan
  Vice Chairman of the Board of   Directors   Shigeru Hayakawa   Full-time Audit & Supervisory Board Member   Masaki Nakatsugawa
  President, Member of the   Board of Directors   Akio Toyoda   Full-time Audit & Supervisory Board Member   Masahiro Kato
  Member of the Board of   Directors   Didier Leroy   Full-time Audit & Supervisory Board Member   Yoshiyuki Kagawa
  Member of the Board of   Directors   Shigeki Terashi   Audit & Supervisory Board Member   Yoko Wake
  Member of the Board of   Directors   Osamu Nagata   Audit & Supervisory Board Member   Teisuke Kitayama
  Member of the Board of   Directors   Ikuo Uno   Audit & Supervisory Board Member   Hiroshi Ozu
  Member of the Board of   Directors   Haruhiko Kato    

[Operating Officers]

President; Executive Vice Presidents

  President   Akio Toyoda   Executive Vice President   Mitsuru Kawai
  Executive Vice President   Didier Leroy   Executive Vice President   Osamu Nagata
  Executive Vice President   Shigeki Terashi    
Senior Managing Officers
  Keiji Masui   Moritaka Yoshida   Nobuhiko Murakami   Tatsuro Ueda
  Hiroji Onishi   Kazuhiro Miyauchi   Tetsuya Otake   Johan van Zyl
  Tokuo Fukuichi   Toshiyuki Mizushima   Kazuhiro Sato  
  Kiyotaka Ise   Shigeki Tomoyama   Yasuhiko Sato  
  James E. Lentz   Steve St. Angelo   Mamoru Taguchi  
Managing Officers      
  Kazuhiro Kobayashi   Hiroki Nakajima   Hirohisa Kishi   Shuichi Murakami
  Riki Inuzuka   Yoshihiro Sawa   Yuji Maki   Hiroaki Nanahara
  Masahisa Nagata   Yoshihiro Uozumi   Yoichi Miyazaki   Keiji Yamamoto
  Hayato Shibakawa   Takashi Yamamoto   Hiroyoshi Ninoyu   Toshiyuki Nishi
  Shinya Kotera   Takeshi Isogaya   Tetsuo Ogawa   Michinobu Sugata
  Seiya Nakao   Hiroaki Okuchi   Christopher P. Reynolds  
  Tatsuro Takami   Masayoshi Shirayanagi   Shinichi Yasui  
  Hiroyuki Fukui   Mark S. Templin   Toshiyuki Isobe  

 

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

 

3

EX-99.2 3 d404237dex992.htm EXTRAORDINARY REPORT EXTRAORDINARY REPORT

(Reference Translation)

Cover Page

 

Document Name:    Extraordinary Report
Filed with:    The Director General of the Kanto Local Finance Bureau
Filing Date:    June 15, 2017
Corporate Name:    Toyota Motor Corporation
Name and Title of Representative:    Akio Toyoda, President
Location of Head Office:    1 Toyota-cho, Toyota City, Aichi Prefecture
Telephone Number:    (0565)28-2121
Name of Contact Person:    Masayoshi Hachisuka, Project General Manager, Accounting
   Division
Nearest Contact Location:    4-18, Koraku 1-chome, Bunkyo-ku, Tokyo
Telephone Number:    (03)3817-7111
Name of Contact Person:    Hideki Fujii, General Manager, Media Relations
   Department, Public Affairs Division
Places of Public Inspection of the Extraordinary Report:   

Tokyo Stock Exchange, Inc.

(2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo)

Nagoya Stock Exchange, Inc.

(8-20, Sakae 3-chome, Naka-ku, Nagoya)

Fukuoka Stock Exchange

(14-2, Tenjin 2-chome, Chuo-ku, Fukuoka)

Sapporo Securities Exchange

(14-1, Minamiichijo-nishi 5-chome, Chuo-ku,

Sapporo)


1. Reason for Filing

Toyota Motor Corporation (“TMC”) is filing this 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 relating to the Disclosure of Corporate Affairs, Etc. to report the approval of resolutions at the 113th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) of TMC.

 

2. Description of Report

 

  (1) Date on which the General Shareholders’ Meeting was held:

 

       June 14, 2017

 

  (2) Details of the proposed resolutions voted on at the General Shareholders’ Meeting:

 

Proposed Resolution 1:    Election of 9 Members of the Board of Directors
   It was proposed that the following 9 persons be elected as Members of the Board of Directors:
   Takeshi Uchiyamada, Shigeru Hayakawa, Akio Toyoda, Didier Leroy, Shigeki Terashi, Osamu Nagata, Ikuo Uno, Haruhiko Kato, and Mark T. Hogan.
Proposed Resolution 2:    Election of 1 Substitute Audit & Supervisory Board Member
   It was proposed that Ryuji Sakai be elected as a substitute Audit & Supervisory Board Member.
Proposed Resolution 3:    Payment of Bonuses to Members of the Board of Directors
   It was proposed that, in consideration of the results for FY2017 and other factors, the 8 Members of the Board of Directors (excluding Outside Members of the Board of Directors) in office as of the end of FY2017 be paid a total amount of 938,350,000 yen as bonuses.
Proposed Resolution 4:    Revision of the Amount of Compensation Payable to Members of the Board of Directors
   It was proposed that the compensation limit for the Members of the Board of Directors be revised from a monthly-amount basis to a yearly-amount basis and that the maximum total compensation for the Members of the Board of Directors, including bonuses, be revised to 4.0 billion yen per year (of which, the maximum amount payable to Outside Members of the Board of Directors be 0.3 billion yen per year).

 

-  1  -


  (3) Number of “affirmative votes,” “negative votes” or “abstentions” in respect of the resolutions described above, requirements for the approval of such resolutions and results of voting:

(Proposed by TMC)

 

Resolutions      

Number of    
affirmative    

votes    

 

Number of    
negative    

votes    

   Number of    
abstentions    
   Number of    
voting rights    
held by     
shareholders    
present at the    
meeting    
   Results of  voting
            

Ratio of    
affirmative    
votes    

(%)    

  

Approved/  

Disapproved  

Proposed Resolution 1

                           

Takeshi Uchiyamada

  23,397,279     990,944      47,794      24,938,675      93.81      Approved

Shigeru Hayakawa

  24,144,305     260,213      31,508      24,938,684      96.81      Approved

Akio Toyoda

  24,056,730     331,538      47,758      24,938,684      96.46      Approved

Didier Leroy

  24,141,015     263,530      31,480      24,938,683      96.80      Approved

Shigeki Terashi

  24,144,450     260,066      31,510      24,938,684      96.81      Approved

Osamu Nagata

  24,127,730     276,784      31,510      24,938,682      96.74      Approved

Ikuo Uno

  22,304,474     2,123,291      8,254      24,938,677      89.43      Approved

Haruhiko Kato

  23,881,628     548,032      6,355      24,938,673      95.76      Approved

Mark T. Hogan

  21,022,118     3,405,677      8,213      24,938,666      84.29      Approved

Proposed Resolution 2

  23,823,709     605,992      6,519      24,938,693      95.52      Approved

Proposed Resolution 3

  24,258,363     150,668      27,069      24,938,683      97.27      Approved

Proposed Resolution 4

  23,972,336     453,947      9,891      24,938,691      96.12      Approved

 

Note:

    1.     

“Number of affirmative votes”, “Number of negative votes” and “Number of abstentions” include the aggregate affirmative votes, negative votes and abstentions, respectively, exercised in writing or by means of electronic transmission as well as affirmative votes and negative votes, respectively, exercised by shareholders present at the General Shareholders’ Meeting.

    2.     

“Number of voting rights held by shareholders present at the meeting” is the aggregate number of voting rights exercised in writing or by means of electronic transmission and the number of voting rights held by all shareholders present at the General Shareholders’ Meeting.

    3.      The requirements for approval of each resolution are as follows:
     For Proposed Resolutions 1 and 2, 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 who are entitled to vote; and
     For Proposed Resolutions 3 and 4, a majority vote of the shareholders present at the General Shareholders’ Meeting.
     In addition, each number of voting rights held by shareholders present at the meeting includes the number of voting rights exercised in writing or by means of electronic transmission.

 

  (4) Reasons for not including certain voting rights held by shareholders present at the meeting in the number of voting rights:

 

    

The aggregate number of voting rights exercised prior to the General Shareholders’ Meeting and the voting rights which were confirmed by certain shareholders present at the General Shareholders’ Meeting to represent approval or disapproval of each of the proposed resolutions were sufficient to meet the requirements to approve all of the proposed resolutions. Accordingly, voting rights which were held by the shareholders present at the General Shareholders’ Meeting but for which approval or disapproval of each proposed resolution could not be confirmed were not counted.

 

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