0000903423-19-000256.txt : 20190621 0000903423-19-000256.hdr.sgml : 20190621 20190621124845 ACCESSION NUMBER: 0000903423-19-000256 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190621 FILED AS OF DATE: 20190621 DATE AS OF CHANGE: 20190621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONY CORP CENTRAL INDEX KEY: 0000313838 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06439 FILM NUMBER: 19910806 BUSINESS ADDRESS: STREET 1: 1-7-1, KONAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 108-0075 BUSINESS PHONE: 81-3-6748-2111 MAIL ADDRESS: STREET 1: 1-7-1, KONAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 108-0075 6-K 1 sony6k_621.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

 

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

the Securities Exchange Act of 1934

 

For the month of June 2019

Commission File Number: 001-06439

 

SONY CORPORATION

(Translation of registrant's name into English)

 

1-7-1 KONAN, MINATO-KU, TOKYO, 108-0075, JAPAN

(Address of principal executive offices)

 

The registrant files annual reports under cover of Form 20-F.

 

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 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 X

 

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

 

SIGNATURE

 

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.

 

  SONY CORPORATION
  (Registrant)
   
   
  By:  /s/  Hiroki Totoki
                  (Signature)
  Hiroki Totoki
  Senior Executive Vice President and
  Chief Financial Officer

 

Date: June 21, 2019

 

  

 

 

 

 

 

 

 

 

 

 

Extraordinary Report

June 21, 2019

 

 

(TRANSLATION)

 

 

 

 

Sony Corporation

 

 

 

 

 

 

 

 

Note for readers of this English translation

On June 21, 2019, Sony Corporation (the “Corporation”) filed its Japanese-language Extraordinary Report (Rinji Houkokusho) (the “Report”) with the Director-General of the Kanto Financial Bureau in Japan in connection with the Corporation’s shareholders’ voting results for proposals acted upon at the 102nd Ordinary General Meeting of Shareholders held on June 18, 2019 pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report in its entirety.

 

 

 

1.Reason for submitting the Extraordinary Report

Given that resolutions were made for the PROPOSALS TO BE ACTED UPON at the 102nd Ordinary General Meeting of Shareholders held on June 18, 2019 (the “Meeting”), Sony Corporation (the “Corporation”) submits 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 1 and Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.

 

 

2.Matters reported

(1) Date when the Meeting was held: June 18, 2019

 

(2) Proposals acted upon

Proposal 1: To elect 13 Directors.

Kenichiro Yoshida, Hiroki Totoki, Shuzo Sumi, Tim Schaaff, Kazuo Matsunaga,

Koichi Miyata, John V. Roos, Eriko Sakurai, Kunihito Minakawa, Toshiko Oka,

Sakie Akiyama, Wendy Becker, and Yoshihiko Hatanaka were elected as directors of the Corporation.

Proposal 2: To issue Stock Acquisition Rights for the purpose of granting stock options.

 

(3) Number of voting rights concerning the indication of “for,” “against” or “abstention” for each proposal; requirements for approving the proposals; and results of resolutions

 

1) Total number of voting rights

 

Number of shareholders with voting rights 432,054

 1 

 

Number of voting rights                      12,487,756

 

2) The number of shareholders who have exercised their voting rights

 

Number of shareholders who have exercised their voting rights 114,596

(Number of shareholders present at the Meeting 1,531 )

Number of voting rights exercised 9,494,559 [Exercise Ratio 76.0%]

(Number of voting rights of the shareholders present at the Meeting

20,963 [Exercise Ratio 0.2%] )

 

(Voting right)

Proposal For Against Abstention Ratio of favorable votes Results
Proposal 1  
Kenichiro Yoshida 9,259,059 212,327 3,141 97% Approved
Hiroki Totoki 9,429,469 43,516 1,547 99% Approved
Shuzo Sumi 9,433,420 39,569 1,541 99% Approved
Tim Schaaff 9,436,113 36,884 1,535 99% Approved
Kazuo Matsunaga 9,432,894 40,083 1,553 99% Approved
Koichi Miyata 9,301,595 171,388 1,546 97% Approved
John V. Roos 9,437,399 35,584 1,548 99% Approved
Eriko Sakurai 9,437,647 35,370 1,514 99% Approved
Kunihito Minakawa 9,442,616 30,358 1,558 99% Approved
Toshiko Oka 9,414,485 58,579 1,464 99% Approved
Sakie Akiyama 9,442,732 30,318 1,482 99% Approved
Wendy Becker 9,444,845 28,273 1,414 99% Approved
Yoshihiko Hatanaka 9,443,419 29,553 1,559 99% Approved
Proposal 2 8,150,369 1,313,943 11,623 85% Approved

Notes:

1.Requirements for the approval of each proposal are as follows:

 

1) The resolution for Proposal 1 shall be adopted by a simple majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.

 

2) The resolution for Proposal 2 shall be adopted by a two-thirds (2/3) majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.

 

2.The “Ratio of favorable votes” was calculated by adding the number of voting rights held by the present and voting shareholders at the Meeting as the denominator.
 2 

 

 

(4) Reason why a portion of the voting rights held by the shareholders present at the Meeting

was not added to the number of voting rights:

The required majority approval for each proposal was met by aggregating the votes exercised

prior to the Meeting and votes of shareholders present at the Meeting of which the Corporation was able to confirm the indication as to each proposal. Therefore, of the voting rights held by shareholders present at the Meeting, the number of voting rights concerning the indication of “for,” “against” or “abstention” as to each proposal of which the Corporation was not able to verify was not tallied, except as explained in Note 2 to the table of 2.(3) 2) above.

 

3