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Form 6-K Sony Group Corp For: Jul 01

July 1, 2022 2:24 PM EDT

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

 

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

the Securities Exchange Act of 1934

 

For the month of July 2022

Commission File Number: 001-06439

 

SONY GROUP CORPORATION

(Translation of registrant's name into English)

 

1-7-1 KONAN, MINATO-KU, TOKYO, 108-0075, JAPAN

(Address of principal executive offices)

 

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,

 

Form 20-F 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

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-______

 

 
 

 

SIGNATURE

 

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.

 

  SONY GROUP CORPORATION
  (Registrant)
   
   
  By:   /s/  Hiroki Totoki  
                   (Signature)  
  Hiroki Totoki
  Executive Deputy President and
  Chief Financial Officer

 

 

Date: July 1, 2022

 

 
 

 

List of materials

Documents attached hereto:

i) Translation of the Extraordinary Report (Rinji Houkokusho) filed with the Director-General of the Kanto Financial Bureau in Japan by Sony Group Corporation on July 1, 2022

 

 
 

 

 

Extraordinary Report

July 1, 2022

 

 

(TRANSLATION)

 

 

 

 

Sony Group Corporation

 

 

 

Note for readers of this English translation

 

On July 1, 2022, Sony Group Corporation (the “Corporation”) filed its Japanese-language Extraordinary Report (Rinji Houkokusho) (the “Report”) with the Director-General of the Kanto Financial Bureau in Japan in connection with the Corporation’s shareholders’ voting results for proposals acted upon at the 105th Ordinary General Meeting of Shareholders held on June 28, 2022 pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report in its entirety.

 

 

1.Reason for submitting the Extraordinary Report

Given that resolutions were made for the PROPOSALS TO BE ACTED UPON at the 105th Ordinary General Meeting of Shareholders held on June 28, 2022 (the “Meeting”), Sony Group Corporation (the “Corporation”) submits 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 1 and Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.

 

 

2.Matters reported

(1) Date when the Meeting was held: June 28, 2022

 

(2) Proposals acted upon

Proposal 1:          To partially amend the Articles of Incorporation.

(1)As the provisions of the Supplementary Provisions of the Act for Partial Amendment to the Companies Act (Act No. 70 of 2019) provided for in Article 1, proviso, of the Supplementary Provisions of the Act will come into force on September 1, 2022, the Corporation proposes that provisions of the Articles of Incorporation be amended as follows:
(i)The purpose of the proposed Article 14, Paragraph 1 is to stipulate that the Corporation takes measures to electronically provide the content of the reference materials for the general meeting of shareholders, etc.
(ii) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scope of matters in documents to be delivered to shareholders who have made a request for the delivery of documents.
(iii)The Article 14 before the amendment (Disclosure of Reference Documents for General Meetings of Shareholders, Etc. through the Internet) will become unnecessary, it is to be deleted.
 
(ⅳ)In line with the above addition and deletion of the provisions, Article 1 of the Supplementary Provisions regarding the effective date, etc. shall be established.
(2)The purpose of the proposed Article 30, Paragraph 1 is to align the term of office of the Corporate Executive Officers with the fiscal year.

Proposal 2:          To elect 10 Directors.

Kenichiro Yoshida, Hiroki Totoki, Shuzo Sumi, Tim Schaaff, Toshiko Oka, Sakie Akiyama, Wendy Becker, Yoshihiko Hatanaka, Keiko Kishigami and Joseph A. Kraft Jr. were elected as directors of the Corporation.

Proposal 3:          To issue Stock Acquisition Rights for the purpose of granting stock options.

 

(3)Number of voting rights concerning the indication of “for,” “against” or “abstention” for each proposal; requirements for approving the proposals; and results of resolutions

 

1) Total number of voting rights

  Number of shareholders with voting rights 342,417
  Number of voting rights 12,351,499

2) The number of shareholders who have exercised their voting rights

  Number of shareholders who have exercised their voting rights 102,853  
  (Number of shareholders present at the Meeting 225 )
  Number of voting rights exercised 10,294,624     [Exercise Ratio 83.3%]  
  (Number of voting rights of the shareholders present at the Meeting 110,332 [Exercise Ratio 0.9%] )

 

 

 

(Voting right)

Proposal For Against Abstention Ratio of favorable votes Results
Proposal 1 10,284,261 5,895 2,929 99% Approved
Proposal 2  
Kenichiro Yoshida 10,021,207 205,315 66,818 97% Approved
Hiroki Totoki 10,023,878 206,830 62,631 97% Approved
Shuzo Sumi 10,153,844 136,924 2,572 98% Approved
Tim Schaaff 10,155,107 135,676 2,557 98% Approved
Toshiko Oka 10,074,772 216,007 2,556 97% Approved
Sakie Akiyama 10,112,617 178,170 2,549 98% Approved
Wendy Becker 10,091,197 199,598 2,540 98% Approved
Yoshihiko Hatanaka 10,162,751 128,033 2,556 98% Approved
Keiko Kishigami 10,134,063 156,717 2,560 98% Approved
Joseph A. Kraft Jr. 10,134,099 156,677 2,564 98% Approved
Proposal 3 9,634,919 657,182 1,233 93% Approved

Notes:

1.Requirements for the approval of each proposal are as follows:
1)The resolution for Proposal 1 and Proposal 3 shall be adopted by a two-thirds (2/3) majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.
2)The resolution for Proposal 2 shall be adopted by a simple majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.
2.The denominator of the “Ratio of favorable votes” was calculated by adding the number of voting rights held by the present and voting shareholders at the Meeting.

 

(4)Reason why a portion of the voting rights held by the shareholders present at the Meeting was not added to the number of voting rights:

The required majority approval for each proposal was met by aggregating the votes exercised prior to the Meeting and votes of shareholders present at the Meeting of which the Corporation was able to confirm the indication as to each proposal. Therefore, of the voting rights held by shareholders present at the Meeting, the number of voting rights concerning the indication of “for,” “against” or “abstention” as to each proposal of which the Corporation was not able to verify was not tallied, except as explained in Note 2 to the table of 2.(3) 2) above.

 



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