Form 6-K CANON INC For: Mar 30

For the month of ….

 March

2015  

CANON INC.

(Translation of registrant’s name into English)

30-2, Shimomaruko 3-Chome, Ohta-ku, Tokyo 146-8501, Japan

(Address of principal executive offices)

Date….

1.

Reason for Filing

Canon Inc. (the “Company”) 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 Details of Corporations, etc. to report the approval of resolutions at the Ordinary General Meeting of Shareholders for the 114th Business Term (the “Ordinary General Meeting”) of the Company held at March 27, 2015.

2.

Description of Report

(1)

Date on which the Ordinary General Meeting was held:

March 27, 2015

(2)

Details of the Matters to be Resolved:

Item No.1:

Dividend from Surplus

a. Matters concerning allocation of dividend and its total amount:

    85.00 yen per one common share of the Company

    Total amount of dividend 92,805,705,295 yen

b. Effective date of the dividend from surplus:

    March 30, 2015

Item No.2:

Partial Amendment to the Articles of Incorporation

It was proposed that the Company change its means of giving public notices to an electronic means to make it more convenient to read the public notices.

Item No.3:

Election of Seventeen Directors

It was proposed that the following persons be elected as Directors:

Messrs. Fujio Mitarai, Toshizo Tanaka, Yoroku Adachi, Shigeyuki Matsumoto, Toshio Homma, Hideki Ozawa, Masaya Maeda, Yasuhiro Tani, Kenichi Nagasawa, Naoji Otsuka, Masanori Yamada, Aitake Wakiya, Akiyoshi Kimura, Eiji Osanai, Masaaki Nakamura, Kunitaro Saida and Haruhiko Kato.

Item No.4:

Election of Two Audit & Supervisory Board Members

It was proposed that the following persons be elected as Audit & Supervisory Board Members

Messrs. Kazuto Ono and Tadashi Ohe.

Item No.5:

Grant of Bonus to Directors

It was proposed that bonus be granted to the seventeen Directors excluding Outside Directors as of the end of this term, which totals 198,700,000 yen.

(3)

The number of voting rights concerning the indication of “for,” “against” or “abstention” for each item; Requirements for approving the items; and Results of resolutions

Item

Item No.1

Item No.2

Item No.3

Fujio Mitarai

Toshizo Tanaka

Yoroku Adachi

Shigeyuki Matsumoto

Toshio Homma

Hideki Ozawa

Masaya Maeda

Yasuhiro Tani

Kenichi Nagasawa

Naoji Otsuka

Masanori Yamada

Aitake Wakiya

Akiyoshi Kimura

Eiji Osanai

Masaaki Nakamura

Kunitaro Saida

Haruhiko Kato

Item No.4

Kazuto Ono

Tadashi Ohe

Item No.5

Note:  1.

The number of “for,” “against” or “abstention” of each item is the number of the voting rights that were exercised in advance by the day prior to the Ordinary General Meeting and voting rights which were held by the shareholders present at the Ordinary General Meeting and for which approval or disapproval of each item could be confirmed.

             2.

The ratio of favorable votes of each item is the ratio of the number of votes in favor exercised in advance by the day prior to the Ordinary General Meeting, and those exercised by shareholders who were present at the Ordinary General Meeting and could be confirmed the indication, to the total number of voting rights of the shareholders present at the Ordinary General Meeting (the portion of the voting rights that were exercised in advance by the day prior to the Ordinary General Meeting, as well as those held by the shareholders present at the Ordinary General Meeting).

The requirements for approval of each resolution are as follows:

-

For Item 1 and 5, a majority vote of the shareholders who are entitled to vote present at the Ordinary General Meeting;

-

For Item 2, not less than two-thirds (2/3) of the votes of the shareholders present at the Ordinary General 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;

-

For Item 3 and 4, a majority vote of the shareholders present at the Ordinary General 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.

(4)

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

The aggregate number of (a) voting rights exercised in advance by the day prior to the Ordinary General Meeting and (b) voting rights by certain shareholders present at the Ordinary General Meeting through which approval or disapproval was able to be ascertained to each of the items, was sufficient to meet all requirements pursuant to the Corporation Law to approve all of the items. Accordingly, voting rights which were held by the shareholders present at the Ordinary General Meeting but for which the indication of “for,” “against” or “abstention” of each item could not be confirmed, were not counted.