Form 6-K NOMURA HOLDINGS INC For: Jun 23

June 23, 2021 6:32 AM EDT

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FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

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

the Securities Exchange Act of 1934

Commission File Number: 1-15270

For the month of June 2021

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover 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):             

 

 

 

 


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Information furnished on this form:

EXHIBIT

 

Exhibit Number
1.    (English Translation) Extraordinary Report Pursuant to the Financial Instruments and Exchange Act


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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.

 

  NOMURA HOLDINGS, INC.
Date: June 23, 2021   By:  

/s/ Yoshifumi Kishida

    Yoshifumi Kishida
    Senior Managing Director


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[Translation of the Extraordinary Report Filed with the Director General of the Kanto Finance Bureau on June 23, 2021]

1. Reason for Submission

Given that Resolutions were adopted at the 117th Annual General Meeting of Shareholders held on June 21, 2021, we hereby submit 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 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information.

2. Matters Reported

 

(1)

Date on which meeting was held

June 21, 2021

 

(2)

Proposal acted upon

Proposal: Appointment of 12 Directors

Koji Nagai, Kentaro Okuda, Tomoyuki Teraguchi, Shoji Ogawa, Kazuhiko Ishimura, Takahisa Takahara, Noriaki Shimazaki, Mari Sono, Laura Simone Unger, Victor Chu, J. Christopher Giancarlo and Patricia Mosser

 

(3)

Number of voting rights expressing an opinion for, against, or abstaining from, the proposal; requirements for the proposal to be approved; results of the resolutions

Proposal: Appointment of 12 Directors

 

Proposal

   For      Against      Abstain      Result of the Resolutions
   Approval Ratio (%)     Approved/Rejected

Koji Nagai

     19,591,939        2,261,321        543        89.3   Approved

Kentaro Okuda

     20,220,554        1,632,688        574        92.2   Approved

Tomoyuki Teraguchi

     21,173,659        679,583        574        96.5   Approved

Shoji Ogawa

     20,791,865        1,061,361        580        94.8   Approved

Kazuhiko Ishimura

     21,609,317        243,919        580        98.5   Approved

Takahisa Takahara

     19,474,942        2,378,279        583        88.8   Approved

Noriaki Shimazaki

     16,617,569        5,222,635        13,601        75.7   Approved

Mari Sono

     16,529,124        5,324,120        560        75.3   Approved

Laura Simone Unger

     21,766,957        86,314        545        99.2   Approved

Victor Chu

     21,767,743        85,519        554        99.2   Approved

J. Christopher Giancarlo

     21,771,690        81,592        534        99.3   Approved

Patricia Mosser

     21,771,534        81,745        537        99.2   Approved

Notes:

 

  1.

The requirement for each resolution to be approved is as follows:

A vote in favor by a simple majority of the voting rights held by the shareholders present at a meeting attended by shareholders entitled to exercise voting rights holding in aggregate 1/3 or more of the total voting rights.

 

  2.

The method for calculating the Approval Ratio is as follows:

This is the ratio of the total number of votes in favor exercised in advance by the business day prior to the meeting and those exercised by the shareholders present at the meeting that the Company was able to confirm an opinion for, to the total number of voting rights of the shareholders present at the meeting (the portion of the voting rights that were exercised in advance by the business day prior to the meeting, as well as those held by the shareholders present at the meeting).

 

(4)

The reason why a part of the voting rights expressing an opinion for, against, or abstaining from, the proposal that were exercised by shareholders present at the meeting were not included in the calculation:

By calculating the total number of voting rights exercised in advance by the business day prior to the meeting and those exercised by the shareholders present at the meeting that the Company was able to confirm an opinion for or against the proposal, it was evident that, in conformance with the Companies Act, the requirement for the Proposal to be approved had been satisfied and the resolutions were duly adopted. Therefore, the number of voting rights held by the shareholders present at the meeting, which the Company was not able to confirm an opinion for, against, or abstaining from the proposals, were not included in the calculation.

End.



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