WASHINGTON, D. C. 20549
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,
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-______
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.
June 29, 2023
Sony Group Corporation
Disposal of Treasury Shares as Restricted Stock Compensation
Sony Group Corporation (the “Corporation”) today announces that, pursuant to the delegation of authority approved by resolutions of the Board of
Directors of the Corporation, the Representative Corporate Executive Officer of the Corporation decided to dispose of treasury shares (the “Disposal of Treasury Shares”) as restricted stock compensation, as follows:
1. Outline of the Disposal
(1) Payment date
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July 14, 2023
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(2) Class and number of shares to be disposed
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385,000 shares of common stock of the Corporation
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(3) Disposal price
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13,160 yen per share
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(4) Total disposal price of shares to be disposed
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5,066,600,000 yen
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(5) Allottees
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8 Outside Directors of the
Corporation:
8,000 shares in total
6 Corporate Executive Officers of the Corporation:
1 employee of the Corporation:
5,000 shares in total
4 directors and officers of the subsidiaries of the Corporation:
171,000 shares in total
4 employees of the subsidiaries of the Corporation:
36,000 shares in total
|
(6) Other
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Disposal of Treasury Shares to be allotted is conditioned on the securities registration statement taking
effect in accordance with the Financial Instruments and Exchange Act.
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2. Purpose of and Reasons for the Disposal
At the meeting of the Compensation Committee held on April 27, 2017, the Corporation passed a resolution to adopt a policy to introduce a stock
compensation plan under which shares of common stock subject to transfer restrictions (the “Shares of Restricted Stock”) would be allotted to certain corporate executive
officers of the Corporation (the “Corporate Executive Officers”) and other executives of the Corporation and the Related Companies (as defined below) as compensation for the purposes of (i) further promoting shared values between the
shareholders and the executives and (ii) giving an incentive to such executives to continuously enhance the mid- to long-term business performance of the Corporation and its corporate value. Furthermore, at the meeting of the Compensation Committee held on February 1, 2018, based on the policy, it was decided that the Corporation would grant Shares of Restricted Stock to the non-executive directors of the Corporation (the
“Non-Executive Directors”) under such stock compensation plan for the purpose of developing and maintaining a sound and transparent management system through further promoting shared values between the shareholders and the Non-Executive Directors. Subsequently, at the meeting of the Compensation Committee held on
June 28, 2021, it was decided that the Corporation would grant Shares of Restricted Stock to the executives of the subsidiaries of the Corporation under such stock
compensation plan (the current compensation plan being hereinafter called the “Compensation Plan”).
At the meeting of the Compensation Committee held on June 27, 2023, based on the objectives of the Compensation Plan, it was decided that the
Corporation would grant Shares of Restricted Stock to all of the outside directors of the Corporation (the “Outside Directors”), all of the Corporate Executive Officers and a certain employee of the Corporation, and certain directors, officers
and employees of subsidiaries of the Corporation (the Outside Directors, the Corporate Executive Officers and the employee of the Corporation and the directors, officers and employees of subsidiaries of the Corporation who will be granted
Shares of Restricted Stock shall be hereinafter individually referred to as the “Qualified Person” and collectively referred to as the “Qualified Persons”).
Pursuant to the decision of the Representative Corporate Executive Officer of the Corporation dated June 29, 2023, which takes into account the
resolution of the Compensation Committee held on June 27, 2023, and based on the delegation of authority approved by resolutions of the Board of Directors of the Corporation pursuant to Article 416, paragraph 4 of the Companies Act, the shares
of common stock of the Corporation that relate to the Disposal of Treasury Shares will be disposed to the Qualified Persons in accordance with the Compensation Plan. Each Qualified Person who is an Outside Director, a Corporate Executive
Officer or an employee of the Corporation will make an in-kind contribution to the Corporation of the monetary compensation receivables paid by the Corporation to each Qualified Person in order to grant to such Qualified Person Shares of
Restricted Stock. On the other hand, each Qualified Person who is a director, an officer or an employee of a subsidiary of the Corporation will make an in-kind contribution to the Corporation of the monetary compensation receivables paid by
the relevant subsidiary of the Corporation to such Qualified Person in order to grant to such Qualified Person Shares of Restricted Stock (the Corporation will jointly assume the obligation of such subsidiary of the Corporation owed toward the
director, officer or employee of such subsidiary arising from the monetary compensation receivables granted to such director, officer or employee). The Corporation considers that the compensation of the Qualified Persons, which includes Shares
of Restricted Stock that are granted to the Qualified Persons, is at an appropriate level in accordance with the roles, functions and responsibilities of the Qualified Persons, based upon third-party research regarding compensation and salaries
paid to the officers and employees of both domestic and foreign companies.
The Corporation plans to execute, with each Qualified Person, an allotment agreement for Shares of Restricted Stock (the “Allotment Agreement”) which
contains substantially the following terms:
3. Outline of the Allotment Agreement
(1) Transfer Restriction
Period
With respect to Qualified Persons who are the Outside Directors, until July 1, 2032, and, with respect to Qualified Persons who are the Corporate Executive Officers or the employee of the Corporation or the directors, officers and employees of the subsidiaries of the
Corporation, until July 1, 2026, (individually or collectively, the “Transfer Restriction Period”), the Qualified Person shall not transfer, create any security interest on or otherwise dispose of the shares of common stock of the Corporation
allotted pursuant to the Allotment Agreement (the “Allotted Shares”) (the “Transfer Restriction”).
(2) Conditions for Releasing
the Transfer Restriction
The Corporation shall remove, as of the expiration of the relevant Transfer Restriction Period, the Transfer
Restriction on all of the Allotted Shares, on the condition that the Qualified Person who is an Outside Director has held, throughout the Transfer Restriction Period, his or her position as a director of the Corporation (the “Director”), or
that the Qualified Person who is a Corporate Executive Officer or an employee of the Corporation or a director, an officer or an employee of a subsidiary of the Corporation has held, throughout the Transfer Restriction Period, one or more of
his or her positions, as applicable, as a Director, a Corporate Executive Officer or an officer, or an employee of the Corporation or a Related Company of the Corporation (a “Related Company” means a “subsidiary (kogaisha)” as defined in
Article 8, Paragraph 3 of the Ordinance on the Terminology, Forms and Preparation Methods of Financial Statements, etc. or an “affiliated company (kanren kaisha)” as defined in Paragraph 5 of such Article; the same shall apply hereinafter).
However, if, during the Transfer Restriction Period, a Qualified Person who is an Outside Director ceases to hold the position that he or she has held as a Director due to (i) his or her death or (ii) any other justifiable reason that is
approved by the Compensation Committee (the Compensation Committee will accept that there is a justifiable reason, unless there are special circumstances), the Corporation shall, at a certain time after such loss of positions, remove the
transfer restriction on all of the Allotted Shares. If, during the Transfer Restriction Period, a Qualified Person who is a Corporate Executive Officer ceases to hold all the positions that he or she has held as a Director, a Corporate
Executive Officer or an officer at, and if applicable, ceases to be an employee of, the Corporation or a Related Company due to (i) his or her death or (ii) any other justifiable reason that is approved by the Compensation Committee, the
Corporation shall, at a certain time after such loss of positions, make adjustments to the number of the Allotted Shares for which the Transfer Restriction is to be removed according to the period from the payment date to the date of such loss
of positions, and any Allotted Shares that are outside the scope of the removal of the Transfer Restriction will be acquired by the Corporation without any consideration to, or consent of, the Qualified Person. Furthermore, if, during the
Transfer Restriction Period, a Qualified Person who is an employee of the Corporation or a director, an officer or an employee of a subsidiary of the Corporation ceases to hold all the positions that he or she has held as a Director, a
Corporate Executive Officer or an officer at, and if applicable, ceases to be an employee of, the Corporation or a Related Company of the Corporation due to (i) his or her death or (ii) any other justifiable reason that is approved by the
Corporation, the Corporation shall, at a certain time after such loss of position, make adjustments to the number of the Allotted Shares for which the Transfer Restriction is to be removed according to the period from the payment date to the
date of such loss of positions, and any Allotted Shares that are outside the scope of the removal of the Transfer Restriction will be acquired by the Corporation without any consideration to, or consent of, the Qualified Person.
(3) Grounds for the
Acquisition without Consideration
As to a Qualified Person who is
an Outside Director, if certain events occur, including, but not limited to, cases where, during the Transfer Restriction Period, he or she ceases to hold the position that he or she has held as a Director, the Corporation will acquire the
Allotted Shares without any consideration to, or consent of, the Qualified Person, except where the Qualified Person ceases to hold such position that he or she has held at the Corporation due to (i) his or her death or (ii) any other
justifiable reason that is approved by the Compensation Committee (the Compensation Committee will accept that there is a justifiable reason, unless there are special circumstances). As to a Qualified
Person who is a Corporate Executive Officer, if certain events occur, including, but not limited to, cases where, during the Transfer Restriction Period, he or she ceases to
hold all the positions that he or she holds as a Director, a Corporate Executive Officer or an officer at, and if applicable, ceases to be an employee of, the Corporation or a Related Company, the Corporation will acquire the Allotted
Shares without any consideration to, or consent of, the Qualified Person, except where the Qualified Person ceases to hold all such positions that he or she holds at, and, if applicable, ceases to be an employee of, the Corporation or a
Related Company due to (i) his or her death or (ii) any other justifiable reason that is approved by the Compensation Committee. Furthermore, as to a Qualified Person who is an employee of the Corporation or a director, an officer or an
employee of a subsidiary of the Corporation, if certain events occur, including, but not limited to, cases where, during the Transfer Restriction Period, he or she ceases to hold all the positions that he or she has held as a Director, a
Corporate Executive Officer or an officer at, and if applicable, ceases to be an employee of, the Corporation or a Related Company of the Corporation, the Corporation will acquire the Allotted Shares without any consideration to, or consent
of, the Qualified Person, except where the Qualified Person ceases to hold all such positions that he or she has held at, and, if applicable, ceases to be an employee of, the Corporation or a Related Company of the Corporation due to (i)
his or her death or (ii) any other justifiable reason that is approved by the Corporation.
(4) Management of Shares
In order to prevent the Allotted Shares from being transferred, having any security interest created thereon
or otherwise being disposed of during the Transfer Restriction Period, the Corporation will take such measures as the Corporation considers appropriate, including the management in dedicated accounts established at domestic and/or foreign
securities companies.
(5) Treatment in Case of Organizational Restructuring
During the Transfer Restriction
Period, if a matter relating to a merger agreement under which the Corporation will become the dissolving company, a share exchange agreement or a share transfer plan under which the Corporation will become a wholly-owned subsidiary or any
other organizational restructuring is approved at a General Meeting of Shareholders of the Corporation (or, if an approval at a General Meeting of Shareholders of the Corporation is not required regarding the above-mentioned organizational restructuring, then the approval by the Representative
Corporate Executive Officer of the Corporation), pursuant to the decision of the Representative Corporate Executive Officer, the Transfer Restriction on the Allotted Shares of a number adjusted according to the period from the payment date to
the date of the approval among the Allotted Shares owned by the Qualified Person on the date of the approval shall be removed immediately prior to the business day preceding the effective date of such organizational restructuring.
4. Basis of Calculation of the Payment Amount and
Specific Details thereof
The Disposal of Treasury Shares to each Qualified Person shall be carried out for the fiscal year ending March 31, 2024 (with respect to any
Qualified Person who is not in the relevant office as of April 1, 2023, for the period from the date on which he or she takes his or her office to March 31, 2024). Each Qualified Person who is an Outside Director, a Corporate Executive Officer
and an employee of the Corporation will make an in-kind contribution to the Corporation of the monetary compensation receivables paid by the Corporation to such Qualified Person to exchange for Shares of Restricted Stock allotted to the
Qualified Person under the Compensation Plan. On the other hand, the Qualified Person who is a director, an officer or an employee of a subsidiary of the Corporation will make an in-kind contribution to the Corporation of the monetary
compensation receivables paid by the relevant subsidiary of the Corporation to such Qualified Person in order to grant to such Qualified Person Shares of Restricted Stock (the Corporation will jointly assume the obligation of such subsidiary of
the Corporation owed toward the director, officer or employee of such subsidiary arising from the monetary compensation receivables granted to such director, officer or employee). The disposal price shall be 13,160 yen, which is the closing
price of the shares of common stock of the Corporation in the regular trading thereof on the Tokyo Stock Exchange, Inc. on June 28, 2023 (the business day immediately before the date on which the Representative Corporate Executive Officer of
the Corporation made a decision on the Disposal of Treasury Shares). We believe that the disposal price is reasonable as it is the market stock price immediately prior to the date on which the Representative Corporate Executive Officer of the
Corporation made the decision relating to the Disposal of Treasury Shares, and we also believe that the disposal price does not represent a price that is particularly favorable to the Qualified Persons.
End of Document