Form 6-K TOYOTA MOTOR CORP/ For: Jun 16

 

 

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, 2016

Commission File Number 001-14948

 

 

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

 

 

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

Japan

(Address of Principal Executive Offices)

 

 

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 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):             

 

 

 

---

Material Contained in this Report:

 

I.	English translation of the Notice of Resolutions Adopted at FY 2016 Ordinary General Shareholders’ Meeting on June 15, 2016.

 

II.	English translation of an Extraordinary Report, as filed by the registrant with the Director of the Kanto Local Finance Bureau on June 16, 2016.

---

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 16, 2016

(Securities Code 7203)
		June 15, 2016
To All Shareholders:
		President Akio Toyoda
		TOYOTA MOTOR CORPORATION
		1, Toyota-cho, Toyota City, Aichi Prefecture

Notice of Resolutions Adopted at the 112th Ordinary General Shareholders’ Meeting

Dear Shareholder,

The reports made and resolutions adopted at the 112th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) today are as follows:

Reports:

Reports on business review, consolidated and unconsolidated financial statements for FY2016 (April 1, 2015 through March 31, 2016) and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements for FY2016

Details pertaining to the above were reported.

Resolutions:

 

Proposed Resolution 1:		Election of 11 Members of the Board of Directors
		Approved as proposed.    The following 11 persons were elected and have assumed their positions as Members of the Board of Directors:
		Takeshi Uchiyamada, Akio Toyoda, Nobuyori Kodaira, Mitsuhisa Kato, Takahiko Ijichi, Didier Leroy, Shigeki Terashi, Shigeru Hayakawa, Ikuo Uno, Haruhiko Kato, and Mark T. Hogan.
		Messrs. Ikuo Uno, Haruhiko Kato, and Mark T. Hogan satisfy the requirements to be qualified as Outside Members of the Board of Directors as stipulated in Article 2, Item 15 of the Companies Act.
Proposed Resolution 2:		Election of 1 Substitute Audit & Supervisory Board Member
		Approved as proposed.    The following person was elected as a substitute Audit & Supervisory Board Member:
		Ryuji Sakai.
		Mr. Ryuji Sakai is a substitute Outside Audit & Supervisory Board Member for either Ms. Yoko Wake, Mr. Teisuke Kitayama, or Mr. Hiroshi Ozu who are currently Outside Audit & Supervisory Board Members.
Proposed Resolution 3:		Payment of Bonuses to Members of the Board of Directors
		Approved as proposed.    The Members of the Board of Directors in office as of the end of FY2016 will be paid a total amount of 1,105,580,000 yen as executive bonuses.

 

1

---

At the Board of Directors meeting held today after the conclusion of the General Shareholders’ Meeting, 6 persons were elected as Members of the Board of Directors with special titles and assumed their respective positions.

Chairman of the Board of Directors Takeshi Uchiyamada, President Akio Toyoda, Executive Vice Presidents Mitsuhisa Kato, Takahiko Ijichi, Didier Leroy, and Shigeki Terashi were elected and assumed their positions as Representative Directors.

The new Members of the Board of Directors, Audit & Supervisory Board Members, Senior Managing Officers, and Managing Officers are as follows:

 

Chairman of the Board of   Directors		Takeshi Uchiyamada		Member of the Board of Directors		Haruhiko Kato
President		Akio Toyoda		Member of the Board of Directors		Mark T. Hogan
Executive Vice President		Mitsuhisa Kato		Full-time Audit & Supervisory Board Member		Masaki Nakatsugawa
Executive Vice President		Takahiko Ijichi		Full-time Audit & Supervisory Board Member		Masahiro Kato
Executive Vice President		Didier Leroy		Full-time Audit & Supervisory Board Member		Yoshiyuki Kagawa
Executive Vice President		Shigeki Terashi		Audit & Supervisory Board Member		Yoko Wake
Member of the Board of   Directors		Nobuyori Kodaira		Audit & Supervisory Board Member		Teisuke Kitayama
Member of the Board of   Directors		Shigeru Hayakawa		Audit & Supervisory Board Member		Hiroshi Ozu
Member of the Board of   Directors		Ikuo Uno
Senior Managing Officers
Hirofumi Muta		Koei Saga		Soichiro Okudaira		Toshiyuki Mizushima
Shigeru Hayakawa*		Tokuo Fukuichi		Moritaka Yoshida		Osamu Nagata
Keiji Masui		Kiyotaka Ise		Mitsuru Kawai		Shigeki Tomoyama
Hiroji Onishi		James E. Lentz		Kazuhiro Miyauchi		Steve St. Angelo
(Note) The asterisk (*) indicates that the officer doubles as a Member of the Board of Directors of TMC.
Managing Officers
Johan van Zyl		Kazuhiro Sato		Takashi Yamamoto		Yoichi Miyazaki
Kazuhiro Kobayashi		Tatsuro Takami		Karl Schlicht		Tetsuo Ogawa
Kazuo Ohara		Kyoichi Tanada		Koki Konishi		Hiroaki Okuchi
Riki Inuzuka		Tatsuro Ueda		Masayoshi Shirayanagi		Christopher P. Reynolds
Shinji Kitada		Hiroyuki Fukui		Mark S. Templin		Shuichi Murakami
Masahisa Nagata		Hiroki Nakajima		Takeshi Isogaya		Hiroaki Nanahara
Hayato Shibakawa		Yasuhiko Sato		Jiro Kawamoto
Shinya Kotera		Yoshihiro Sawa		Hirohisa Kishi
Tetsuya Otake		Yoshio Shimo		Yuji Maki

 

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

 

2

(Translation)

Cover Page

 

Document Name:		Extraordinary Report
Filed with:		The Director General of the Kanto Local Finance Bureau
Filing Date:		June 16, 2016
Corporate Name:		Toyota Motor Corporation
Name and Title of Representative:		Akio Toyoda, President
Location of Head Office:		1 Toyota-cho, Toyota City, Aichi Prefecture
Telephone Number:		(0565)28-2121
Name of Contact Person:		Masayoshi Hachisuka, Project General Manager, Accounting
		Division
Nearest Contact Location:		4-18, Koraku 1-chome, Bunkyo-ku, Tokyo
Telephone Number:		(03)3817-7111
Name of Contact Person:		Hideki Fujii, General Manager, Media Relations
		Department, Public Affairs Division
Places of Public Inspection of the Extraordinary Report:		Tokyo Stock Exchange, Inc. (2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo) Nagoya Stock Exchange, Inc. (8-20, Sakae 3-chome, Naka-ku, Nagoya) Fukuoka Stock Exchange (14-2, Tenjin 2-chome, Chuo-ku, Fukuoka) Sapporo Securities Exchange (14-1, Minamiichijo-nishi 5-chome, Chuo-ku, Sapporo)

---

1.	Reason for Filing

Toyota Motor Corporation (“TMC”) is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance relating to the Disclosure of Corporate Affairs, Etc. to report the approval of resolutions at the 112th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) of TMC.

 

2.	Description of Report

 

(1)

Date on which the General Shareholders’ Meeting was held:

 

June 15, 2016

 

(2)

Details of the proposed resolutions voted on at the General Shareholders’ Meeting:

 

Proposed Resolution 1:		Election of 11 Members of the Board of Directors
		It was proposed that the following 11 persons be elected as Members of the Board of Directors:
		Takeshi Uchiyamada, Akio Toyoda, Nobuyori Kodaira, Mitsuhisa Kato, Takahiko Ijichi, Didier Leroy, Shigeki Terashi, Shigeru Hayakawa, Ikuo Uno, Haruhiko Kato, and Mark T. Hogan.
Proposed Resolution 2:		Election of 1 Substitute Audit & Supervisory Board Member
		It was proposed that Ryuji Sakai be elected as a substitute Audit & Supervisory Board Member.
Proposed Resolution 3:		Payment of Bonuses to Members of the Board of Directors
		In consideration of the results for FY2016 and other factors, the 9 Members of the Board of Directors (excluding Outside Members of the Board of Directors) in office as of the end of FY2016 will be paid a total amount of 1,105,580,000 yen as bonuses.

 

-  1  -

---

(3)

Number of “affirmative votes,” “negative votes” or “abstentions” in respect of the resolutions described above, requirements for the approval of such resolutions and results of voting:

(Proposed by TMC)

 

 

Note:		1.		“Number of affirmative votes”, “Number of negative votes” and “Number of abstentions” include the aggregate affirmative votes, negative votes and abstentions, respectively, exercised in writing or by means of electronic transmission as well as affirmative votes and negative votes, respectively, exercised by shareholders present at the General Shareholders’ Meeting.
		2.		“Number of voting rights held by shareholders present at the meeting” is the aggregate number of voting rights exercised in writing or by means of electronic transmission and the number of voting rights held by all shareholders present at the General Shareholders’ Meeting.
		3.		The requirements for approval of each resolution are as follows:
				For Proposed Resolutions 1 and 2, a majority vote of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote; and
				For Proposed Resolution 3, a majority vote of the shareholders present at the General Shareholders’ Meeting.
				In addition, each number of voting rights held by shareholders present at the meeting includes the number of voting rights exercised in writing or by means of electronic transmission.

 

(4)

Reasons for not including certain voting rights held by shareholders present at the meeting in the number of voting rights:

 

The aggregate number of voting rights exercised prior to the General Shareholders’ Meeting and the voting rights which were confirmed by certain shareholders present at the General Shareholders’ Meeting to represent approval or disapproval of each of the proposed resolutions were sufficient to meet the requirements to approve all of the proposed resolutions. Accordingly, voting rights which were held by the shareholders present at the General Shareholders’ Meeting but for which approval or disapproval of each proposed resolution could not be confirmed were not counted.

 

-  2  -

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Toyota Motor (TM) Announces Additional $1.4B US Investment
• Toyota to delay EV production launch in US to 2026, Mid Japan Economist reports
• Threshold to make it into the Top 100 biggest global companies is now at $141B - report