Form 6-K

UNITED STATES

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 2019

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-5, Otemachi 1-chome

Chiyoda-ku, Tokyo 100-8176

Japan

(Address of principal executive office)

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 ☒ 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): ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- .

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-213187) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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.


Date: June 26, 2019

Mizuho Financial Group, Inc.

By:		/s/ Makoto Umemiya


Name:		Makoto Umemiya
Title:		Managing Executive Officer / Group CFO

June 26, 2019

To whom it may concern:

Mizuho Financial Group, Inc.

Filing of Extraordinary Report

Mizuho Financial Group, Inc. (the “Company”) hereby announces that it filed today an extraordinary report concerning the results of the exercise of voting rights at the ordinary general meeting of shareholders of the Company.

1. Reason for filing

Given that the proposals were adopted or rejected at the 17th Ordinary General Meeting of Shareholders of the Company held on June 21, 2019, the Company filed the 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 on Disclosure of Corporate Affairs.

2. Description of report

(1)

Date on which the ordinary general meeting of shareholders was held

June 21, 2019

(2)

Details of matters to be resolved


		Company’s proposal (Proposal 1)

		Proposal 1:		Appointment of fourteen (14) directors

				It was proposed that Messrs. Tatsufumi Sakai, Satoshi Ishii, Makoto Umemiya, Motonori Wakabayashi, Hiroaki Ehara, Yasuhiro Sato, Hisaaki Hirama, Masahiro Kosugi, Tetsuo Seki, Tatsuo Kainaka, Hirotake Abe and Masami Yamamoto and Mses. Hiroko Ota and Izumi Kobayashi, fourteen (14) in total, be appointed to assume the office of director.

		Shareholders’ proposal (Proposal 2)

		Proposal 2:		Partial amendment to the Articles of Incorporation (renouncement of the qualification of JGB Market Special Participant)

(3)

Number of voting rights for approval, disapproval and abstentions in the matters to be resolved, and the approval requirements and voting results thereof


Matters to be resolved	Number of approvals (units)		Number of disapprovals (units)		Number of abstentions (units)		Approval rate (%)		Voting result
Proposal 1
Tatsufumi Sakai		162,014,729		7,244,666		155,834		93		Adopted
Satoshi Ishii		166,955,163		2,304,226		155,842		95		Adopted
Makoto Umemiya		163,828,733		5,430,714		155,782		94		Adopted
Motonori Wakabayashi		166,956,203		2,303,246		155,782		95		Adopted
Hiroaki Ehara		166,951,277		2,308,112		155,842		95		Adopted
Yasuhiro Sato		163,817,638		5,441,810		155,782		94		Adopted
Hisaaki Hirama		161,185,837		8,073,541		155,842		92		Adopted
Masahiro Kosugi		161,188,012		8,071,395		155,814		92		Adopted
Tetsuo Seki		164,644,299		4,739,862		31,071		94		Adopted
Tatsuo Kainaka		164,578,355		4,805,809		31,069		94		Adopted
Hirotake Abe		164,886,794		4,497,431		31,009		94		Adopted
Masami Yamamoto		168,004,631		1,379,535		31,069		96		Adopted
Hiroko Ota		164,926,442		4,457,680		31,111		94		Adopted
Izumi Kobayashi		165,024,771		4,359,385		31,078		94		Adopted
Proposal 2		10,700,060		158,999,826		49,443		6		Rejected

Note: Approval requirements for the adoption of each proposal are as follows:

•

Approval of a majority of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required for the adoption of proposal 1.

•

Approval of not less than two-thirds (2/3) of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required for the adoption of proposal 2.

(4)

Reason for not counting a portion of the voting rights of the shareholders present at the ordinary general meeting of shareholders

Since the adoption or rejection of all the proposals was conclusively decided by the exercise of the voting rights prior to the date of this general meeting and the number of voting rights of shareholders in attendance at this general meeting, whose approval or disapproval the Company was able to confirm, the number of voting rights for approval, disapproval and abstentions does not include those of some of the shareholders present at the general meeting.

-End-