6-K 1 d526620d6k.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 2023

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

13-1, 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 28, 2023   By:  

/s/ Yoshifumi Kishida

    Yoshifumi Kishida
    Senior Managing Director

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[Translation of the Extraordinary Report Filed with the Director General of the Kanto Finance Bureau on June 28, 2023]

1. Reason for Submission

Given that Resolutions were adopted at the 119th Annual General Meeting of Shareholders held on June 27, 2023, 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 27, 2023

 

(2)

Proposal acted upon

Proposal: Appointment of 13 Directors

Koji Nagai, Kentaro Okuda, Yutaka Nakajima, Shoji Ogawa, Noriaki Shimazaki, Kazuhiko Ishimura, Laura Simone Unger, Victor Chu, J. Christopher Giancarlo, Patricia Mosser, Takahisa Takahara, Miyuki Ishiguro and Masahiro Ishizuka

 

(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 13 Directors

Proposal

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

Koji Nagai

      17,671,457        3,613,744        440        82.6 %      Approved  

Kentaro Okuda

      18,924,096        2,361,117        440        88.5 %      Approved  

Yutaka Nakajima

      21,104,348        180,867        440        98.7 %      Approved  

Shoji Ogawa

      18,885,020        2,400,173        440        88.3 %      Approved  

Noriaki Shimazaki

      19,535,629        1,749,586        440        91.3 %      Approved  

Kazuhiko Ishimura

      19,231,910        2,053,301        440        89.9 %      Approved  

Laura Simone Unger

      19,626,257        1,658,927        440        91.8 %      Approved  

Victor Chu

      19,592,399        1,692,776        440        91.6 %      Approved  

J. Christopher Giancarlo

      19,655,217        1,629,958        440        91.9 %      Approved  

Patricia Mosser

      19,667,975        1,617,200        440        92.0 %      Approved  

Takahisa Takahara

      18,759,394        2,525,769        440        87.7 %      Approved  

Miyuki Ishiguro

      21,122,747        162,427        440        98.8 %      Approved  

Masahiro Ishizuka

      21,107,907        177,268        440        98.7 %      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.