Form 6-K KT CORP For: Mar 09

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 March 2021

Commission File Number 1-14926

KT Corporation

(Translation of registrant’s name into English)

90, Buljeong-ro,

Bundang-gu, Seongnam-si,

Gyeonggi-do,

Korea

(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  ☒                 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):  ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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-             

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.

Notice of the 39^th Annual General Meeting of Shareholders

CONTENTS

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Notice of the Annual General Meeting of Shareholders

March 09, 2021

To our Shareholders,

KT Corporation will hold the 39^th Annual General Meeting of Shareholders (“the Meeting”) on March 29, 2021.

At the Meeting, five items titled “Matters to be Reported” will be presented as information about the Company’s performance as well as material issues worth noting for FY2020. Additionally, five agendas, including the election of directors, will be submitted for shareholders’ approval.

Holders of KT Corporation’s common stock as of the close of business on December 31, 2020 will be entitled to exercise voting rights at the Meeting. Each common stock is entitled to one vote for the election of each director position and one vote for each of the other agendas.

I look forward to your participation.

Hyeon-Mo Ku

Chief Executive Officer

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Matters to be Reported

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Business Report for the 39^th Fiscal Year

Pursuant to Article 447-2(Preparation of Business Report) and Article 449 of the Commercial Act (Approval and Public Notice of Financial statements, etc.), KT’s 39^th annual business report is as follows:

KT Corporation (“the Company”) has prepared its financial statements in accordance with K-IFRS. On a separate basis, the Company recorded a total operating revenue of KRW 17,879.3 billion in FY2020, representing a decrease of 1.8% YoY on decline in handset revenue. Additionally, the Company recorded operating income and net income of KRW 878.2 billion and KRW 665.5 billion, respectively. Brief highlights of the major business areas are described below.

KT has declared a shift to a digital platform company (Digico) in 2020. KT is accelerating innovation in business including media, finance, and B2B to a customer-oriented platforms. Despite the difficult business environment due to COVID-19 in 2020, the Company has sustained growth in core business such as wireless communications, broadband, and IPTV, and has also achieved great performance in B2B business such as IDC, Cloud, and AI/DX (Digital Transformation), and built the basis for transformation to Digico. In addition, KT has strengthened corporate synergy by reorganizing its group capabilities such as KT Skylife’s acquisition of Hyundai HCN and the merger of KTH and KT mhows.

KT has achieved great performances in the B2B market, such as large-scale national infrastructure construction, IDC business focusing on domestic and overseas leading companies, and AI Call Centers. Through launching ‘KT Enterprise’ as its B2B brand, the Company is accelerating to discover and expand business opportunities in the B2B market. In addition, the company is transforming into a digital platform company by building a DX platform based on AI, Big Data, and Cloud competitiveness and delivering it with a high quality network infrastructure.

After commercializing 5G for the first time in the world in April 2019, KT has rolled out its coverage, and is now focusing on indoor coverage such as multi-use facilities, and transportation stations to improve the quality of customer experience. KT released ‘Super Plan’ the first unlimited data plan for 5G, and ‘Super Plan Choice, which provides additional services such as ‘Seezn’ (OTT), ‘Genie Music’ (Music streaming) and ‘Cloud Game’ (Mobile game streaming). With these customer-oriented plans and the Netflix bundle plan, the Company achieved 3.62 million 5G subscribers, which is about 25% of total handset subscribers, as of the end of 2020.

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For the fixed-line segments, KT maintains 80.8% market share at the end of 2020 as it has high brand awareness and customer loyalty, but its subscribers and sales continue to decline due to unlimited mobile voice calls and substitution of voice-to-data.

In the broadband business, KT maintains its leadership through providing the highest quality GiGA Internet and Wifi services in Korea by releasing Internet-only products for single-person households and small business owners, which are increasing due to changes in social structure. In October 2014, KT released GiGA Internet, which is 10 times faster than the previous broadband and 3 times faster than GiGA WiFi. The company surpassed 1 million subscribers in December 2015, one year and two months after the GiGA Internet launch, and recorded 5.88 million as of the end of 2020.

With the largest number of IPTV subscriber in Korea, KT continues to increase its net subscribers through differentiated marketing using Giga Genie, the first AI set-top box in Korea, and continues to improve its profitability by increasing platform revenue and efficient cost execution. KT’s Giga Genie, launched in early 2017, has exceeded 500,000 subscribers in one year and reached 2.72 million subscribers as of the end of 2020, leading the domestic AI market. In addition, the Company’s IPTV provides 250 real-time channels and 210,000 VODs, and has also partnered with Netflix in 2020 to further improve customer experience.

KT is planning to expand its business such as DX (Digital Transformation) platform, AI, digital logistics, and robots in B2B area. In particular, the Company will provide services to the government and companies through the platform of its data and business it currently operates, thereby building the solid foundation for sustainable growth in the future.

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Report on Evaluation Results of Management Performance for the 39^th Fiscal Year

Pursuant to Article 34 (Execution of Employment Contract with the Representative Director), evaluations results for Representative Directors performance shall be reported at the Meeting as described below.

The Evaluation and Compensation Committee has reviewed management’s performance for FY2020. The following table summarizes annual KPI and evaluation results for the Representative Director’s short-term performance.

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Report on Standards and Method of Payment for Remuneration of Directors

Pursuant to Article 31 (Remuneration and Severance Allowance for Directors) of the KT’s Articles of Incorporation, the criteria in place to determine the remuneration for executive directors and the method of payment are reported as follows:

For clarification, executive director refers to an inside director, whereas non-executive director represents an outside director.

The Company’s Executive Compensation program is designed to reward both short-term and long-term performances of management. The Company believes it is critical to maintain a well-balanced incentive program that encourages the management not only to achieve short-term performance, but also to strive for the Company’s long-term value enhancement. The Company operates the Evaluation and Compensation Committee, which dictates annual goals and conducts performance evaluation of the management. The Evaluation and Compensation Committee is also comprised of only outside directors in order to maintain objectivity and fairness of the program. Despite the existing norm among Korean companies do not disclose such standards and methods, the Company not only discloses but also reports such information to the AGM in order to guarantee transparency in executive compensation.

The remuneration for executive officers consists of annual salary, short-term performance based incentives, long-term performance based incentives, severance package, and etc.

The annual salary is further broken down into two major factors — base salary and payment for the responsibility of office. Compensation shall be made on a monthly basis at an amount equivalent to one-twelfth of the annual salary.

Short-term performance based incentives are paid in cash. The amount varies in accordance with each director’s result of performance evaluation by the Evaluation and Compensation Committee. Specific payment schemes related to short-term incentives are as follows:

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Long-term performance based incentives are paid in the form of a stock grant with a lock-up period of three years. The amount is determined based on TSR (Total Shareholder’s Return) and Group EBITDA. Specific payment schemes related to long-term incentives are as follows:

Severance payment is calculated using the following formulas:

(Average monthly salary) x (number of years in service) x (5)

(Average monthly salary) x (number of years in service) x (3)

Fringe benefits are paid in accordance with relevant standards.

The Company’s performance appraisal process begins with the setting up of annual goals by the Evaluation and Compensation Committee. Annual goals are established in alignment with the Company’s overall operational and financial goals and the ultimate goal of improving shareholders’ value.

Short-term Performance

Short-term performance is comprised of quantitative and qualitative factors. Typically, quantitative goals are related to financial and operational performances, whereas qualitative goals are focused on achieving operational and strategic goals to further enhance long-term competitiveness. Weighted Key Performance Index (KPI) is in place to assess annual short-term performance. Please refer to “Report on Evaluation Results of Management Performance for the 39^th Fiscal Year” for results of the Representative Director’s short-term performance for FY2020.

Long-term Performance

Long-term performance incentives are provided to reward management’s contribution to long-term financial and operational competitiveness. Incentive are offered in accordance with TSR (Total Shareholder Return) and Group EBITDA; each factor has a weight of 50%. TSR is computed by the relative performance of the Company’s TSR against the TSR of KOSPI and other domestic telecommunication service providers. The following illustrates the formulas for TSR, Group EBITDA:

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Until February 2010, the Company had no incentive based compensation program for outside directors. Instead, fixed amounts of compensation were paid to outside directors as allowances to execute their respective duties. However, the BOD introduced a new compensation program for outside directors in March 2010. The program consists of cash and stock grant in which stock grant requires a one year of lock-up period. The total remuneration for outside directors for FY2020 was recorded at KRW 764 million. The stock grant will be offered in FY2021

1) Compensation Paid to Directors

(KRW millions)

2) Comparison between total compensation paid and ceiling amounts on remuneration approved at the Annual General Meeting of Shareholders.

(KRW millions)

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Ceiling amount on remuneration for Directors for the year 2021 is proposed at the BOD meeting on March 9, 2021. Following the board’s resolution, proposed cap will be voted at the upcoming AGM. For further details, please refer to the Agenda No.5 – Approval of Ceiling Amount on Remuneration for Directors.

Inside directors can make personal decisions to purchase KT shares from the market. In addition, inside directors are also rewarded with stock grants as long-term performance incentives based on the TSR and Group EBITDA formulas described above. Such grants are subject to a lock-up period of three years.

The following table represents current inside directors’ ownership of KT shares as of December 31, 2020.

Outside directors are also rewarded with stock grant with a lock-up period of one year. The following table represents current outside directors’ ownership of KT shares as of December 31, 2020.

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Matters Requiring Resolution

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General Information for Voting

The record date to exercise voting rights at the AGM is December 31, 2020. As of the record date, the total number of KT shares issued was 261,111,808. The number of common shares, excluding treasury shares, entitled to exercise voting rights was 241,842,130 shares.

Pursuant to the provisions of the Commercial Act, Agenda No. 1, 3 and 5 shall be passed by a majority of the votes cast by the shareholders present at the meeting and at least one-fourth of the total shares that are entitled to vote. Agenda No. 2 shall be passed by at least two-thirds of the votes cast by the shareholders present at the meeting and at least one-third of total shares entitled to vote. Pursuant to the provisions of the Commercial Act, Agenda No. 4, the election of Audit Committee members, shall be passed by a majority of the votes cast by the shareholders present at the meeting and at least one-fourth of the total shares that are entitled to vote.

The Article 409 of the Commercial Act stipulates that any shareholder who holds more than 3% of the total issued shares with voting rights may not exercise his or her vote in respect of such excess shares beyond the “3% limit” when exercising voting rights with respect to election of an Outside Director to become an Audit Committee Member (Agenda No. 4). Please note that the shareholders who own more than 3% of KT’s voting shares, equivalent to 7,255,263 shares, are not entitled to exercise any voting rights exceeding the “3% limit”.

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Agenda No.  1

Approval of Financial Statements for the 39^th Fiscal Year

Pursuant to Article 449 of the Commercial Act (Approval and Public Notice of Financial Statements), approval of the financial statements for the 39^th fiscal year is hereby requested.

Background Information

Subsequent pages include only financial statements for both consolidated and separate bases. The financial statements have been audited by an independent auditor. On March 9, 2021, a full copy of the Independent Auditor’s Report, including opinion pages and a report on ICOFR*, was uploaded to KT’s website(https://corp.kt.com/eng/html/investors/financial/audit_01.html , IR Audit Report), and will be filed with SEC as a Form 6-K on March 10, 2021. Financial notes is also included in the Independent Auditor’s Report and should be read in conjunction with financial statements.

* ICOFR : Internal Controls over Financial Reporting

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KT Corporation and Subsidiaries

Consolidated Statements of Financial Position

Years Ended December 31, 2020 and 2019

The above consolidated statements of financial position should be read in conjunction with the accompanying notes.

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KT Corporation and Subsidiaries

Consolidated Statements of Financial Position

Years Ended December 31, 2020 and 2019

The above consolidated statements of financial position should be read in conjunction with the accompanying notes.

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KT Corporation and Subsidiaries

Consolidated Statements of Profit or Loss

Years Ended December 31, 2020 and 2019

The above consolidated statements of profit or loss should be read in conjunction with the accompanying notes.

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KT Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

Years Ended December 31, 2020 and 2019

The above consolidated statements of comprehensive income should be read in conjunction with the accompanying notes.

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KT Corporation and Subsidiaries                 

Consolidated Statements of Changes in Equity                 

Years Ended December 31, 2020 and 2019

The above consolidated statements of changes in equity should be read in conjunction with the accompanying notes.

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KT Corporation and Subsidiaries                 

Consolidated Statements of Changes in Equity                 

Years Ended December 31, 2020 and 2019

The above consolidated statements of changes in equity should be read in conjunction with the accompanying notes.

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KT Corporation and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2020 and 2019

The above consolidated statements of cash flows should be read in conjunction with the accompanying notes.

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KT Corporation and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2020 and 2019

The above consolidated statements of cash flows should be read in conjunction with the accompanying notes.

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KT Corporation

Separate Statements of Financial Position    

December 31, 2020 and 2019

The above separate statements of financial position should be read in conjunction with the accompanying notes.

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KT Corporation

Separate Statements of Financial Position    

December 31, 2020 and 2019