UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number 001-33098
Mizuho Financial Group, Inc.
(Translation of registrant’s name into English)
5-5, Otemachi 1-chome
Chiyoda-ku, Tokyo 100-8176
Japan
(Address of principal executive office)
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 ☐
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-266555) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
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.
| Date: February 28, 2025 | ||
| Mizuho Financial Group, Inc. | ||
| By: | /s/ Takefumi Yonezawa | |
| Name: | Takefumi Yonezawa | |
| Title: | Senior Executive Officer / Group CFO | |
February 28, 2025
Mizuho Financial Group, Inc.
Changes of Directors and Executive Officers
Mizuho Financial Group, Inc. hereby announces changes of Members of the Board of Directors and Executive Officers (including changes in their areas of responsibility, etc.).
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Mizuho Financial Group, Inc. (MHFG)
| 1. | Members of the Board of Directors |
| (1) | Members of the Board of Directors Candidates (to be considered at the ordinary General Meeting of Shareholders of MHFG in June 2025 (“The Shareholders’ Meeting”)) |
| Yoshimitsu Kobayashi | (Reappointment, Outside Director) | |
| Takashi Tsukioka | (Reappointment, Outside Director) | |
| Kotaro Ohno | (Reappointment, Outside Director) | |
| Hiromichi Shinohara | (Reappointment, Outside Director) | |
| Yumiko Noda | (Reappointment, Outside Director) | |
| Takakazu Uchida | (Reappointment, Outside Director) | |
| Masahiko Tezuka*1 | (New appointment, Outside Director) | |
| Yuki Ikuno | (New appointment, Outside Director) | |
| Seiji Imai | (Reappointment) | |
| Hisaaki Hirama | (Reappointment) | |
| Masahiro Kihara*2 | (Reappointment) | |
| Hidekatsu Take*2 | (Reappointment) | |
| Mitsuhiro Kanazawa*2 | (Reappointment) | |
| Takefumi Yonezawa*2 | (Reappointment) | |
| Total of 14 candidates | ||
| (Note) *1 | The candidate expected to resign as a Member of the Board of Directors (Outside Director) (Audit & Supervisory Committee Member) (not-full-time) of MHBK in late June 2025 | |||
| *2 | The candidates expected to concurrently serve as Senior Executive Officers | |||
| (2) | Members of the Board of Directors scheduled to resign |
(Effective in late June 2025)
| Izumi Kobayashi | (Currently Member of the Board of Directors (Outside Director)) | |
| Ryoji Sato | (Currently Member of the Board of Directors (Outside Director)) |
| (Note) | The composition of the Chairperson of the Board of Directors and the Committees after The Shareholders’ Meeting is planned to be included in the Convocation Notice of the Ordinary General Meeting of Shareholders. | |||
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| (3) | Brief Personal Record of Newly Nominated Members of the Board of Directors |
| Name | Masahiko Tezuka | |||
| Business Experience | Jun. 2024 | Outside Audit & Supervisory Board Member, Idemitsu Kosan Co., Ltd. (current) | ||
| Sep. 2023 | Outside Auditor, Kagayaki Holdings, Inc. (current) | |||
| Jun. 2023 | Member of the Board of Directors (Outside Director) (Audit & Supervisory Committee Member) of MHBK (current) | |||
| Dec. 2022 | Advisor, Kagayaki Holdings, Inc. | |||
| Jul. 2022 | Advisor, The Japanese Institute of Certified Public Accountants (JICPA) (current) | |||
| Chair of Councillors, Financial Accounting Standards Foundation (current) | ||||
| May 2022 | Auditor, Japan Association of Corporate Directors (current) | |||
| Jul. 2019 | CEO, Japan Foundation for Accounting Education and Learning (current) | |||
| Chairmen and President, JICPA | ||||
| Jul. 2016 | Executive board member, JICPA | |||
| Oct. 2007 | Partner, Executive board member, Deloitte Touche Tohmatsu (current Deloitte Touche Tohmatsu LLC) | |||
| May 2006 | COO, ChuoAoyama Audit Corporation | |||
| Oct. 2005 | Executive board member, ChuoAoyama Audit Corporation | |||
| Mar. 1990 | Registered as a Certifid Public Accountant (CPA) | |||
| Oct. 1986 | Joined Chuo Audit Corporation | |||
| Education | Oct. 1985 | Graduated from Bachelor of Economics, University of Tokyo | ||
| Date of Birth | Aug.18, 1961 | |||
| Name | Yuki Ikuno | |||
| Business Experience | Mar. 2023 | Outside Director, Nisshinbo Holdings Inc. (current) | ||
| Nov. 2022 | Visiting Associate Professor, MBA program, Hitotsubashi University Business School, School of International Corporate Strategy (current) | |||
| May 2020 | Visiting Lecturer, MBA program, Hitotsubashi University Business School, School of International Corporate Strategy | |||
| May 2007 | Managing Director, Investment Banking Division, UBS Securities Japan Ltd. (current UBS Securities Japan Co., Ltd.) | |||
| Jul. 1999 | Managing Director, Fixed Income Division, Deutsche Securities Limited, Tokyo Branch. (current Deutsche Securities Inc.) | |||
| Jan. 1996 | Managing Director, Bankers Trust Asia Ltd. (current Deutsche Securities Japan Co., Ltd.) | |||
| Sep. 1994 | Joined Bankers Trust Asia Ltd. (current Deutsche Securities Japan Co., Ltd.) | |||
| Apr. 1986 | Joined Salomon Brothers Asia Ltd. (current Citigroup Global Markets Japan Inc.) | |||
| Education | Mar. 1986 | Bachelor in Political Science, Keio University | ||
| Date of Birth | Oct. 6, 1963 | |||
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| 2. | Changes of Executive Officers and Operating Officers |
Executive Officers in this section mean either executive officers as defined in the Companies Act or executive officers as defined in our internal regulations.
(Effective as of April 1, 2025)
| Name |
New Position |
Current Position | ||||||
| Mitsuhiro Kanazawa | Member of the Board of Directors, Senior Managing Executive Officer | Group Chief Information Officer (Group CIO) | Member of the Board of Directors, Senior Executive Officer | Group Chief Information Officer (Group CIO) | ||||
| Takefumi Yonezawa | Member of the Board of Directors, Senior Managing Executive Officer | Group Chief Financial Officer (Group CFO) | Member of the Board of Directors, Senior Executive Officer | Group Chief Financial Officer (Group CFO) | ||||
| Kazutoshi Isogai | Senior Managing Executive Officer | Co-Head of Retail & Business Banking Company | Senior Executive Officer | Head of Retail & Business Banking Company | ||||
| Masayuki Sugawara | Senior Managing Executive Officer | Head of Corporate & Investment Banking Company | Senior Executive Officer | Head of Corporate & Investment Banking Company | ||||
| Noriyuki Sato | Senior Managing Executive Officer | Head of Asset Management Company / In Charge of Specially Assigned Matters |
Senior Executive Officer | Head of Asset Management Company / In Charge of Specially Assigned Matters | ||||
| Tatsuya Kurosawa | Senior Managing Executive Officer | Group Chief Governance Officer (Group CGO) | — | Operating Officer of MHBK | ||||
| Shiro Shiraishi | Senior Managing Executive Officer | Group Chief Risk Officer (Group CRO) | Senior Executive Officer | Group Chief Risk Officer (Group CRO) | ||||
| Makoto Hitomi | Senior Managing Executive Officer | Group Chief Human Resources Officer (Group CHRO) | Group Executive Officer | Group Co-Chief Human Resources Officer (Group Co-CHRO) | ||||
| Minako Nakamoto | Senior Managing Executive Officer | Group Chief Compliance Officer (Group CCO) | Senior Executive Officer | Group Chief Governance Officer (Group CGO) | ||||
| Hisashi Kikuchi | Senior Managing Executive Officer | Group Chief Audit Executive (Group CAE) | Senior Executive Officer | Group Chief Audit Executive (Group CAE) | ||||
| Naoshi Inomata | Senior Managing Executive Officer | Group Chief Strategy Officer (Group CSO) | Senior Executive Officer | Group Chief Strategy Officer (Group CSO) | ||||
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| Name |
New Position |
Current Position | ||||||
| Nobuhiro Kaminoyama | Senior Managing Executive Officer | Group Chief Digital Officer (Group CDO) / In Charge of Specially Assigned Matters |
Senior Executive Officer | Group Chief Human Resources Officer (Group CHRO) / Group Chief Digital Officer (Group CDO) | ||||
| Natsumi Akita | Senior Managing Executive Officer | Group Chief Culture Officer (Group CCuO) / Group Chief Branding Officer (Group CBO) |
Senior Executive Officer | Group Chief Culture Officer (Group CCuO) / Group Chief Branding Officer (Group CBO) | ||||
| Kenya Koshimizu | Managing Executive Officer | Co-Head of Global Markets Company | Senior Executive Officer | Co-Head of Global Markets Company | ||||
| Daishi Sasaki | Managing Executive Officer | Co-Head of Global Markets Company | Senior Executive Officer | Co-Head of Global Markets Company | ||||
| Tsutomu Yamamoto | Managing Executive Officer | Head of Global Transaction Banking Unit / In Charge of Specially Assigned Matters | Senior Executive Officer | Head of Global Transaction Banking Unit | ||||
| Yasuhiko Ushikubo | Managing Executive Officer | Head of Research & Consulting Unit / Group Chief Sustainability Officer (Group CSuO) |
Senior Executive Officer | Head of Research & Consulting Unit / Group Chief Sustainability Officer (Group CSuO) | ||||
| Shinichiro Hihara | Managing Executive Officer | Group Co-Chief Information Officer (Group Co-CIO) | Senior Executive Officer | Group Co-Chief Information Officer (Group Co-CIO) | ||||
| Hideki Tsujimori | Managing Executive Officer | Group Chief Process Officer (Group CPrO) | Senior Executive Officer | Group Chief Process Officer (Group CPrO) | ||||
| Makoto Matsubara | Resigned | Senior Executive Officer | Group Chief Compliance Officer (Group CCO) | |||||
The management changes described above are subject to any approval or permission required being obtained from the relevant regulatory or other authorities.
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