SEC Form 6-K filed by Mizuho Financial Group Inc. Sponosred ADR (Japan)

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 June 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NO. 333-282497) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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.

 

June 27, 2025

To whom it may concern:

Mizuho Financial Group, Inc.

Filing of Extraordinary Report

Mizuho Financial Group, Inc. (“Mizuho Financial Group”) hereby announces that it filed today an extraordinary report concerning the results of the exercise of voting rights at the ordinary general meeting of shareholders of Mizuho Financial Group.

1. Reason for filing

Given that the proposals were adopted or rejected at the 23rd Ordinary General Meeting of Shareholders of Mizuho Financial Group held on June 24, 2025, Mizuho Financial Group filed the extraordinary report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs.

2. Description of report

 

(1)	Date on which the ordinary general meeting of shareholders was held

 

June 24, 2025

 

(2)	Matters to be resolved

 

		Company proposal
		Proposal 1:		Appointment of fourteen (14) directors
				It was proposed that Mr. Yoshimitsu Kobayashi, Mr. Takashi Tsukioka, Mr. Kotaro Ohno, Mr. Hiromichi Shinohara, Ms. Yumiko Noda, Mr. Takakazu Uchida, Mr. Masahiko Tezuka, Ms. Yuki Ikuno, Mr. Seiji Imai, Mr. Hisaaki Hirama, Mr. Masahiro Kihara, Mr. Hidekatsu Take, Mr. Mitsuhiro Kanazawa and Mr. Takefumi Yonezawa, fourteen (14) in total, be appointed to assume the office of director.
		Shareholder proposals
		Proposal 2:		Partial amendment to the Articles of Incorporation (Disclosure of financial risk audit by Audit & Supervisory Board)
		Proposal 3:		Partial amendment to the Articles of Incorporation (Disclosure of assessment of clients’ climate change transition plans)

 

1

(3)	Number of voting rights for approval, disapproval and abstention for the matters to be resolved, and the requirement for adoption and voting results thereof

 

Matters to be resolved		Number of approval (units)				Number of disapproval (units)				Number of abstention (units)				Approval rate (%)				Voting result
Proposal 1
Yoshimitsu Kobayashi			16,570,049				948,967				23,488				93				Adopted
Takashi Tsukioka			17,058,047				479,589				4,881				96				Adopted
Kotaro Ohno			17,178,634				359,002				4,881				97				Adopted
Hiromichi Shinohara			17,055,418				482,217				4,881				96				Adopted
Yumiko Noda			17,257,173				279,847				5,504				97				Adopted
Takakazu Uchida			12,944,616				4,592,385				5,504				73				Adopted
Masahiko Tezuka			17,443,144				94,501				4,881				98				Adopted
Yuki Ikuno			17,488,664				48,358				5,504				99				Adopted
Seiji Imai			14,747,762				2,789,849				4,881				83				Adopted
Hisaaki Hirama			15,878,330				1,659,295				4,881				89				Adopted
Masahiro Kihara			14,558,192				2,978,800				5,504				82				Adopted
Hidekatsu Take			17,011,118				526,507				4,881				96				Adopted
Mitsuhiro Kanazawa			17,244,698				292,939				4,881				97				Adopted
Takefumi Yonezawa			17,242,273				295,369				4,881				97				Adopted
Proposal 2			1,979,582				15,636,068				3,387				11				Rejected
Proposal 3			1,828,221				15,758,011				36,020				10				Rejected

Note: The requirement for adoption of the proposals is as follows:

 

•

Approval of a majority of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights is required for the adoption of Proposal 1.

 

•

Approval of not less than two-thirds (2/3) of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights is required for the adoption of Proposal 2 and Proposal 3.

 

(4)	Reason for not counting a portion of the voting rights of the shareholders present at the ordinary general meeting of shareholders

Since the adoption or rejection of all the proposals was conclusively decided by the exercise of the voting rights prior to the date of this general meeting and the number of voting rights of shareholders in attendance at this general meeting, whose approval or disapproval Mizuho Financial Group was able to confirm, the number of voting rights for approval, disapproval and abstention shown in the above table does not include a portion of those of the shareholders present at the general meeting.

-End-

 

2