Form 6-K NOMURA HOLDINGS INC For: May 19

May 19, 2022 6:29 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 May 2022

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.    Nomura Determines to Make Disposition of Treasury Shares as Stock Award


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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: May 19, 2022  

By:

 

/s/ Yoshifumi Kishida

   

Yoshifumi Kishida

   

Senior Managing Director


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LOGO

Nomura Determines to Make Disposition of Treasury Shares as Stock Award

Tokyo, May 19, 2022—Nomura Holdings, Inc. (the “Company”) today announced that its Executive Management Board has determined to make a disposition of treasury stock as outlined below (the “Decision”)1.

 

1.

Purpose of Disposition of Treasury Stock

As the Company announced in “Nomura to Grant Restricted Stock Units (RSUs)” issued on April 26, 2022, the Company has determined to grant Restricted Stock Units (RSUs) based on the RSU plan (the “Plan”) for directors, executive officers, and employees of the Company and its subsidiaries (the “Allottees”) as deferred compensation using the Company’s treasury stock.

Under this Plan, in principle, after the expiration of a deferral period determined beforehand by the Company, the Company will dispose of and allot treasury stock in a number corresponding to the number of RSUs granted to each Allottee which number is determined beforehand by the Company, by having the Allottees make a contribution in kind to the Company of monetary compensation claims granted to the Allottees.

The allotment date for the disposition of treasury stock under the Decision corresponds to the above-mentioned deferral period and is generally a date that is approximately one, two or three years from the date of the Decision, respectively, for RSU No.29 to No.31. As for certain overseas employees who are subject to remuneration regulations in Europe, the allotment date is a date that is approximately four, five, six or seven years from the date of the Decision, respectively, for RSU No.32 to No.35.

 

2.

Number of Shares to be Allotted and Allottees

Shares to be Allotted to Directors and Executive Officers of the Company

 

     Directors and Executive Officers
(Excluding Outside Directors)
 
   Number of Allottees      Number of Shares to be Allotted  

RSU No.29

     8        254,300  

RSU No.30

     8        253,500  

RSU No.31

     8        253,300  

 

1 

Allotment of the disposition of treasury stock to each of the Company’s directors and executive officers is in accordance with the decision made by the Compensation Committee.


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Shares to be Allotted to Employees, etc.

 

     Employees of the Company      Directors, Executive Officers, and
Employees of the Company’s
Subsidiaries, etc.
 
   Number of
Allottees
     Number of
Shares to be
Allotted
     Number of
Allottees
     Number of
Shares to be
Allotted
 

RSU No.29

     24        80,300        2,161        31,148,700  

RSU No.30

     24        79,800        2,161        31,074,300  

RSU No.31

     24        79,400        2,168        31,170,800  

RSU No.32

     0        0        274        3,664,400  

RSU No.33

     0        0        94        1,652,800  

RSU No.34

     0        0        7        172,800  

RSU No.35

     0        0        7        172,600  

(Note) The number of shares to be allotted above is based on the assumption that all monetary compensation claims to be granted to the Allottees in accordance with the Plan are contributed. The actual amount of monetary compensation claims to be contributed in kind will be calculated by deducting a certain amount to be granted in cash, the amount of which will be determined in consideration of withholding to be made by the Company with respect to the Plan based on each country’s tax regulations, from the amount of such monetary compensation claims, and hence the number of shares to be actually allotted is expected to decrease from the above numbers. In addition, the number of shares to be allotted is an estimated number at this point, and, if the Allottee’s continuous service is terminated prior to vesting date due to his/her own reasons, or any other certain events arise, the number of shares to be allotted may decrease without subscription of the Company’s shares.


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3.

Summary of Disposition of Treasury Stock

 

    

RSU No.29

  

RSU No.30

  

RSU No.31

1. Payment Period

   April 20, 2023 to May 19, 2023    April 20, 2024 to May 19, 2024    April 20, 2025 to May 19, 2025

2. Class and Number of Shares to be Disposed

   31,483,300 shares of common stock of the Company    31,407,600 shares of common stock of the Company    31,503,500 shares of common stock of the Company

3. Disposition Price

   479 yen per share

4. Total Amount of Disposition Price

   15,080,500,700 yen    15,044,240,400 yen    15,090,176,500 yen

5. Assets to be Contributed

  

Assets to be Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the Decision

 

   Value of Assets to be Contributed: 15,080,500,700 yen (price per share is equivalent to the disposition price)    Value of Assets to be Contributed: 15,044,240,400 yen (price per share is equivalent to the disposition price)    Value of Assets to be Contributed: 15,090,176,500 yen (price per share is equivalent to the disposition price)

6. Method of Disposition

   To be allotted as a stock award to the Allottees listed in 8 below

7. Method of Performance of Contribution

   Through a contribution in kind of monetary compensation claims

8. Allottee and Number

   Total of 2,193 Directors, Executive Officers, and employees, etc., of the Company and its subsidiaries    Total of 2,193 Directors, Executive Officers, and employees, etc., of the Company and its subsidiaries    Total of 2,200 Directors, Executive Officers, and employees, etc., of the Company and its subsidiaries

9. Other

   Each Item above shall be subject to the effectiveness of the shelf registration statement and filing of the supplemental document to the shelf registration statement under the Financial Instruments and Exchange Act.


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RSU No.32

  

RSU No.33

  

RSU No.34

  

RSU No.35

1. Payment Period

   April 20, 2026 to May 19, 2026    April 20, 2027 to May 19, 2027    April 20, 2028 to May 19, 2028    April 20, 2029 to May 19, 2029

2. Class and Number of Shares to be Disposed

   3,664,400 shares of common stock of the Company    1,652,800 shares of common stock of the Company    172,800 shares of common stock of the Company    172,600 shares of common stock of the Company

3. Disposition Price

   479 yen per share

4. Total Amount of Disposition Price

   1,755,247,600 yen    791,691,200 yen    82,771,200 yen    82,675,400 yen

5. Assets to be Contributed

  

Assets to be Contributed: assets other than cash (contribution-in-kind)

Description of Assets: monetary compensation claims granted by the Company pursuant to the Decision

 

   Value of Assets to be Contributed: 1,755,247,600 yen (price per share is equivalent to the disposition price)    Value of Assets to be Contributed: 791,691,200 yen (price per share is equivalent to the disposition price)    Value of Assets to be Contributed: 82,771,200 yen (price per share is equivalent to the disposition price)   

Value of Assets to

be Contributed: 82,675,400 yen (price per share is equivalent to the disposition price)

6. Method of Disposition

   To be allotted as a stock award to the Allottees listed in 8 below

7. Method of Performance of Contribution

   Through a contribution in kind of monetary compensation claims

8. Allottee and Number

   Total of 274 Employees of the Company and Directors,
Executive Officers, and employees, etc., of the Company’s subsidiaries
   Total of 94 Employees of the Company and Directors,
Executive Officers, and employees, etc., of the Company’s subsidiaries
   Total of 7 Employees of the Company and Directors,
Executive Officers, and employees, etc., of the Company’s subsidiaries
   Total of 7 Employees of the Company and Directors,
Executive Officers, and employees, etc., of the Company’s subsidiaries

When the number of issued and outstanding shares of the Company increases or decreases as a result of reverse stock split, stock split, or allotment of stock without contribution, etc., the number of shares to be disposed (including the number of shares to be allotted stated in “2. Number of Shares to be Allotted and Allottees” above) and the disposition price, etc., listed above could be reasonably adjusted according to the ratio of stock split, etc.

 

4.

Calculation Basis of Disposition Price and its Specific Content

Disposition price of the disposition of treasury stock based on the Decision is 479 yen, which is the closing price (rounded up into yen) of shares of common stock of the Company on the Tokyo Stock Exchange as of the business day immediately preceding the date of the Decision (May 18, 2022). The reason to adopt the closing price of such date is that the Company has determined that, in the circumstance where the shares of common stock of the Company are listed and no special condition exists that shows an impossibility to depend on the latest stock price, such stock price is a reasonable one, which reflects corporate performance and market’s supply/demand circumstance and excludes arbitrariness, and does not fall under an offering at a favorable price.

 

 

    ends    

 

For further information please contact:

 

Name

  

Company

  

Telephone

Kenji Yamashita

  

Nomura Holdings, Inc.

Group Corporate Communications Dept.

   81-3-3278-0591

Nomura

Nomura is a global financial services group with an integrated network spanning over 30 countries and regions. By connecting markets East & West, Nomura services the needs of individuals, institutions, corporates and governments through its three business divisions: Retail, Wholesale (Global Markets and Investment Banking), and Investment Management. Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and considered thought leadership. For further information about Nomura, visit www.nomura.com.



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