6-K 1 d544825d6k.htm FORM 6-K Form 6-K
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FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Commission File Number: 1-15270

For the month of June 2018

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

9-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover 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):             

 

 

 

 


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Information furnished on this form:

EXHIBIT

 

Exhibit Number
1.    (English Translation) Extraordinary Report Pursuant to the Financial Instruments and Exchange Act


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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.

 

  NOMURA HOLDINGS, INC.
Date: June 25, 2018   By:  

/s/ Hajime Ikeda

    Hajime Ikeda
    Senior Managing Director


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[Translation of the Extraordinary Report Filed with the Director General of the Kanto Finance Bureau on June 25, 2018]

 

1. Reason for Submission

Given that Resolutions were adopted at the 114th Annual General Meeting of Shareholders held on June 22, 2018, we hereby submit this Extraordinary Report under the provisions of Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information.

 

2. Matters Reported

 

(1) Date on which meeting was held

June 22, 2018

 

(2) Proposal acted upon

Proposal: Appointment of 10 Directors

Nobuyuki Koga, Koji Nagai, Shoichi Nagamatsu, Hisato Miyashita, Hiroshi Kimura, Kazuhiko Ishimura, Noriaki Shimazaki, Mari Sono, Michael Lim Choo San and Laura Simone Unger

 

(3) Number of voting rights expressing an opinion for, against, or abstaining from, the proposal; requirements for the proposal to be approved; results of the resolutions

Proposal: Appointment of 10 Directors

 

Proposal

   For      Against      Abstain      Result of the Resolutions
            Approval Ratio (%)     Approved/Rejected

Nobuyuki Koga

     19,068,609        2,796,543        4,288        86.5   Approved

Koji Nagai

     21,163,350        701,818        4,288        96.0   Approved

Shoichi Nagamatsu

     21,157,707        707,461        4,288        96.0   Approved

Hisato Miyashita

     20,793,697        1,071,460        4,288        94.4   Approved

Hiroshi Kimura

     21,764,468        100,699        4,289        98.8   Approved

Kazuhiko Ishimura

     21,689,677        175,489        4,288        98.4   Approved

Noriaki Shimazaki

     21,508,549        356,618        4,288        97.6   Approved

Mari Sono

     17,251,221        4,613,936        4,288        78.3   Approved

Michael Lim Choo San

     21,774,008        91,160        4,288        98.8   Approved

Laura Simone Unger

     21,780,237        84,931        4,288        98.8   Approved

 Notes:

 

  1. The requirement for each resolution to be approved is as follows:

A vote in favor by a simple majority of the voting rights held by the shareholders present at a meeting attended by shareholders entitled to exercise voting rights holding in aggregate 1/3 or more of the total voting rights.

 

  2. The method for calculating the Approval Ratio is as follows:

This is the ratio of the total number of votes in favor exercised in advance by the day prior to the meeting and those exercised by the shareholders present at the meeting that the Company was able to confirm an opinion for, to the total number of voting rights of the shareholders present at the meeting (the portion of the voting rights that were exercised in advance by the day prior to the meeting, as well as those held by the shareholders present at the meeting).

 

(4) The reason why a part of the voting rights expressing an opinion for, against, or abstaining from, the proposal that were exercised by shareholders present at the meeting were not included in the calculation:

By calculating the total number of voting rights exercised in advance by the day prior to the meeting and those exercised by the shareholders present at the meeting that the Company was able to confirm an opinion for or against the proposal, it was evident that, in conformance with the Companies Act, the requirement for the Proposal to be approved had been satisfied and the resolutions were duly adopted. Therefore, the number of voting rights held by the shareholders present at the meeting, which the Company was not able to confirm an opinion for, against, or abstaining from the proposals, were not included in the calculation.

End.