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 Registrants 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
(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. |
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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. |
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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. |
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(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). |
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(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 votes |
Number of votes |
Number of abstentions |
Number of voting rights held by shareholders present at the meeting |
Results of voting | |||||||
Ratio of (%) |
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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