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 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 the 119th Ordinary General Shareholders Meeting on June 14, 2023. |
II. |
English translation of an Extraordinary Report, as filed by the registrant with the Director of the Kanto Local Finance Bureau on June 15, 2023. |
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/ Yoshihide Moriyama | |||
Name: |
Yoshihide Moriyama | |||
Title: |
General Manager, | |||
Capital Strategy & Affiliated Companies Finance Division |
Date: June 15, 2023
(Securities Code 7203) | ||
June 14, 2023 | ||
To All Shareholders: |
||
President Koji Sato | ||
TOYOTA MOTOR CORPORATION | ||
1, Toyota-cho, Toyota City, Aichi Prefecture |
Notice of Resolutions Adopted at the 119th Ordinary General Shareholders Meeting
Dear Shareholder,
The reports made and resolutions adopted at the 119th Ordinary General Shareholders Meeting (the General Shareholders Meeting) today are as follows:
Reports:
Reports were made on the business review, consolidated and unconsolidated financial statements for FY2023 (April 1, 2022 through March 31, 2023), and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements.
Resolutions:
Toyota Motor Corporation (TMC) Proposals
| ||
Proposed Resolution 1: |
Election of 10 Members of the Board of Directors | |
Approved as proposed. The following 10 persons were elected and have assumed their positions as Members of the Board of Directors: | ||
Akio Toyoda, Shigeru Hayakawa, Koji Sato, Hiroki Nakajima, Yoichi Miyazaki, Simon Humphries, Ikuro Sugawara, Sir Philip Craven, Masahiko Oshima and Emi Osono. | ||
Proposed Resolution 2: |
Election of 4 Audit & Supervisory Board Members | |
Approved as proposed. The following 4 persons were elected and have assumed their positions as Audit & Supervisory Board Members: | ||
Katsuyuki Ogura, Takeshi Shirane, Ryuji Sakai and Catherine OConnell. | ||
Proposed Resolution 3: |
Election of 1 Substitute Audit & Supervisory Board Member | |
Approved as proposed. The following person was elected as a Substitute Audit & Supervisory Board Member: | ||
Maoko Kikuchi | ||
Maoko Kikuchi is a Substitute Outside Audit & Supervisory Board Member for George Olcott, Ryuji Sakai or Catherine OConnell. | ||
Shareholder Proposal |
||
Proposed Resolution 4: |
Partial Amendments to the Articles of Incorporation (Annual review and report on impact on TMC caused by climate-related lobbying activities and the alignment with the goals of the Paris Agreement) | |
This proposal was disapproved. |
1
At the Board of Directors meeting held today after the conclusion of the General Shareholders Meeting, 3 persons were elected as Members of the Board of Directors with special titles and assumed their respective positions.
Chairman of the Board of Directors Akio Toyoda, Vice Chairman of the Board of Directors Shigeru Hayakawa, and President Koji Sato were elected and assumed their positions as Representative Directors.
Chairman of the Board of Directors |
Akio Toyoda | Full-time Audit & Supervisory Board Member | Masahide Yasuda | |||
Vice Chairman of the Board of Directors |
Shigeru Hayakawa | Full-time Audit & Supervisory Board Member | Katsuyuki Ogura | |||
President, Member of the Board of Directors |
Koji Sato | Full-time Audit & Supervisory Board Member | Takeshi Shirane | |||
Member of the Board of Directors |
Hiroki Nakajima | Audit & Supervisory Board Member | George Olcott | |||
Member of the Board of Directors |
Yoichi Miyazaki | Audit & Supervisory Board Member | Ryuji Sakai | |||
Member of the Board of Directors |
Simon Humphries | Audit & Supervisory Board Member | Catherine OConnell | |||
Member of the Board of Directors |
Ikuro Sugawara | |||||
Member of the Board of Directors |
Sir Philip Craven | |||||
Member of the Board of Directors |
Masahiko Oshima | |||||
Member of the Board of Directors |
Emi Osono | |||||
[Operating Officers] |
||||||
President Chief Executive Officer |
Koji Sato | |||||
Executive Vice President Chief Technology Officer |
Hiroki Nakajima | Chief Communication Officer | Jun Nagata | |||
Executive Vice President Chief Financial Officer Chief Competitive Officer |
Yoichi Miyazaki | Chief Branding Officer | Simon Humphries | |||
North America Region (Chief Executive Officer) |
Tetsuo Ogawa | Chief Production Officer | Kazuaki Shingo | |||
China Region (Chief Executive Officer) |
Tatsuro Ueda |
[Fellow]
Executive Fellow |
Takeshi Uchiyamada | Executive Fellow | Shigeki Tomoyama | |||
Executive Fellow |
Mitsuru Kawai | Chief Scientist and Executive Fellow for Research |
Gill A. Pratt | |||
Executive Fellow Banto Chief Risk Officer Chief Compliance Officer |
Koji Kobayashi | Senior Fellow Chief Information & Security Officer Chief Product Integration Officer |
Keiji Yamamoto | |||
Executive Fellow |
Shigeki Terashi | Senior Fellow Chief Sustainability Officer |
Yumi Otsuka |
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. TMC assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
2
(Reference Translation)
Cover Page
Document Name: | Extraordinary Report | |
Filed with: | The Director General of the Kanto Local Finance Bureau | |
Filing Date: | June 15, 2023 | |
Corporate Name: | Toyota Motor Corporation | |
Name and Title of Representative: | Koji Sato, President | |
Location of Head Office: | 1 Toyota-cho, Toyota City, Aichi Prefecture | |
Telephone Number: | (0565)28-2121 | |
Name of Contact Person: | Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance Div. | |
Nearest Contact Location: | 4-18, Koraku 1-chome, Bunkyo-ku, Tokyo | |
Telephone Number: | (03)3817-7111 | |
Name of Contact Person: | Aki Irie, General Manager, Public Affairs Div. | |
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) |
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 Act 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 119th 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, 2023 |
(2) | Details of the proposed resolutions voted on at the General Shareholders Meeting: |
(TMC Proposals)
Proposed Resolution 1: | Election of 10 Members of the Board of Directors | |
It was proposed that the following 10 persons be elected as Members of the Board of Directors: | ||
Akio Toyoda, Shigeru Hayakawa, Koji Sato, Hiroki Nakajima, Yoichi Miyazaki, Simon Humphries, Ikuro Sugawara, Sir Philip Craven, Masahiko Oshima and Emi Osono. | ||
Proposed Resolution 2: | Election of 4 Audit & Supervisory Board Members | |
It was proposed that the following 4 persons be elected as Audit & Supervisory Board Members: | ||
Katsuyuki Ogura, Takeshi Shirane, Ryuji Sakai and Catherine OConnell. | ||
Proposed Resolution 3: | Election of 1 Substitute Audit & Supervisory Board Member | |
It was proposed that Maoko Kikuchi be elected as a Substitute Audit & Supervisory Board Member. |
(Shareholder Proposal)
Proposed Resolution 4: | Partial Amendments to the Articles of Incorporation | |
It was proposed that the provision related to annual review and report on impact on TMC caused by climate-related lobbying activities and the alignment with the goals of the Paris Agreement be added to the Articles of Incorporation. |
(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: |
(TMC Proposals)
Resolutions |
Number of 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 |
||||||||||||||
Akio Toyoda |
98,429,726 | 16,332,840 | 122,530 | 116,380,296 | 84.57 | Approved | ||||||||
Shigeru Hayakawa |
111,487,180 | 3,236,967 | 160,785 | 116,380,132 | 95.79 | Approved | ||||||||
Koji Sato |
112,666,383 | 2,095,588 | 122,728 | 116,379,899 | 96.80 | Approved | ||||||||
Hiroki Nakajima |
113,104,424 | 1,715,701 | 64,717 | 116,380,042 | 97.18 | Approved | ||||||||
Yoichi Miyazaki |
113,063,097 | 1,755,048 | 64,717 | 116,378,062 | 97.15 | Approved | ||||||||
Simon Humphries |
113,167,469 | 1,652,689 | 64,717 | 116,380,075 | 97.23 | Approved | ||||||||
Ikuro Sugawara |
114,306,180 | 569,582 | 9,001 | 116,379,963 | 98.21 | Approved | ||||||||
Sir Philip Craven |
112,468,579 | 2,407,299 | 9,001 | 116,380,079 | 96.63 | Approved | ||||||||
Masahiko Oshima |
107,200,676 | 7,675,162 | 9,001 | 116,380,039 | 92.11 | Approved | ||||||||
Emi Osono |
112,967,727 | 1,908,014 | 9,001 | 116,379,942 | 97.06 | Approved | ||||||||
Proposed Resolution 2 |
||||||||||||||
Katsuyuki Ogura |
110,863,408 | 3,955,664 | 64,717 | 116,379,026 | 95.26 | Approved | ||||||||
Takeshi Shirane |
110,839,254 | 3,980,386 | 64,717 | 116,379,594 | 95.23 | Approved | ||||||||
Ryuji Sakai |
97,502,552 | 17,373,109 | 9,001 | 116,379,899 | 83.77 | Approved | ||||||||
Catherine OConnell |
114,801,034 | 74,707 | 9,001 | 116,379,979 | 98.64 | Approved | ||||||||
Proposed Resolution 3 |
114,785,974 | 89,881 | 9,001 | 116,379,874 | 98.63 | Approved |
(Shareholder Proposal)
Resolution |
Number of affirmative votes |
Number of votes |
Number of abstentions |
Number of voting rights held by shareholders present at the meeting
|
Result of voting
|
|||||||||
Ratio of affirmative votes (%) |
Approved/ Disapproved |
|||||||||||||
Proposed Resolution 4 |
17,530,863 | 96,735,680 | 616,837 | 116,381,992 | 15.06 | Disapproved |
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, 2, and 3, 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. For Proposed Resolution 4, not less than two-thirds (2/3) of the votes 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. | |||
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 affirmative votes, negative votes or abstentions: | |||
The number of voting rights exercised prior to the General Shareholders Meeting, together with the number of voting rights which were confirmed by TMC as being cast as affirmative votes or negative votes with respect to each of the proposed resolutions by certain shareholders present at the General Shareholders Meeting, were sufficient to meet the requirements to approve or disapprove all of the proposed resolutions. Accordingly, voting rights which were held by shareholders present at the General Shareholders Meeting but with respect to which it could not be determined whether affirmative votes or negative votes were cast with respect to each proposed resolution were not counted towards the number of affirmative votes, negative votes or abstentions. |