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 June 2025
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):
Information furnished on this form:
EXHIBIT
| Exhibit Number | ||
| 1. | (English Translation) Extraordinary Report Pursuant to the Financial Instruments and Exchange Act | |
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: June 25, 2025 |
By: |
/s/ Yoshifumi Kishida | ||
| Yoshifumi Kishida | ||||
| Senior Managing Director | ||||
[Translation of the Extraordinary Report Filed with the Director General of the Kanto Finance Bureau on June 25, 2025]
| 1. | Reason for Submission |
Given that Resolutions were adopted at the 121st Annual General Meeting of Shareholders held on June 24, 2025, we hereby submit 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 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information.
| 2. | Matters Reported |
| (1) | Date on which meeting was held |
June 24, 2025
| (2) | Proposals acted upon |
<Company Proposal>
Proposal 1: Appointment of 12 Directors
Koji Nagai, Kentaro Okuda, Yutaka Nakajima, Shoji Ogawa, Victor Chu, J. Christopher Giancarlo, Patricia Mosser, Takahisa Takahara, Miyuki Ishiguro, Masahiro Ishizuka, Taku Oshima and Nellie Liang
<Shareholder Proposal>
Proposal 2: Partial Amendment to the Articles of Incorporation (change of the trade name)
| (3) | Number of voting rights expressing an opinion for, against, or abstaining from, the proposal; requirements for the proposal to be approved; results of the resolutions |
| Proposals |
For | Against | Abstain | Result of the Resolutions | ||||||||||||||
| Approval Ratio (%) | Approved/Rejected | |||||||||||||||||
| Proposal 1 |
||||||||||||||||||
| Koji Nagai |
18,527,410 | 3,347,231 | 94 | 84.4 | % | Approved | ||||||||||||
| Kentaro Okuda |
18,109,682 | 3,764,948 | 94 | 82.5 | % | Approved | ||||||||||||
| Yutaka Nakajima |
21,046,342 | 828,303 | 94 | 95.8 | % | Approved | ||||||||||||
| Shoji Ogawa |
20,857,642 | 1,016,996 | 94 | 95.0 | % | Approved | ||||||||||||
| Victor Chu |
21,683,253 | 191,387 | 94 | 98.7 | % | Approved | ||||||||||||
| J. Christopher Giancarlo |
21,702,859 | 171,785 | 94 | 98.8 | % | Approved | ||||||||||||
| Patricia Mosser |
21,730,061 | 144,583 | 94 | 99.0 | % | Approved | ||||||||||||
| Takahisa Takahara |
20,170,383 | 1,704,249 | 94 | 91.9 | % | Approved | ||||||||||||
| Miyuki Ishiguro |
21,526,997 | 347,645 | 94 | 98.0 | % | Approved | ||||||||||||
| Masahiro Ishizuka |
21,677,779 | 196,865 | 94 | 98.7 | % | Approved | ||||||||||||
| Taku Oshima |
21,192,537 | 672,964 | 9,216 | 96.5 | % | Approved | ||||||||||||
| Nellie Liang |
21,726,251 | 148,380 | 94 | 98.9 | % | Approved | ||||||||||||
| Proposal 2 |
973,610 | 20,886,738 | 12,888 | 4.4 | % | Rejected | ||||||||||||
Notes:
| 1. | The requirement for each resolution to be approved is as follows: |
Proposal 1: a vote in favor by a simple majority of the voting rights held by the shareholders present at a meeting attended by shareholders entitled to exercise voting rights holding in aggregate 1/3 or more of the total voting rights.
Proposal 2: a vote in favor by 2/3 of the voting rights held by the shareholders present at a meeting attended by shareholders entitled to exercise voting rights holding in aggregate 1/3 or more of the total voting rights.
| 2. | The method for calculating the Approval Ratio is as follows: |
This is the ratio of the total number of votes in favor exercised in advance by the day prior to the meeting and those exercised by the shareholders present at the meeting that the Company was able to confirm an opinion for, to the total number of voting rights of the shareholders present at the meeting (the portion of the voting rights that were exercised in advance by the day prior to the meeting, as well as those held by the shareholders present at the meeting).
| (4) | The reason why a part of the voting rights expressing an opinion for, against, or abstaining from, the proposals that were exercised by shareholders present at the meeting were not included in the calculation: |
By calculating the total number of voting rights exercised in advance by the day prior to the meeting and those exercised by the shareholders present at the meeting that the Company was able to confirm an opinion for or against the proposals, it was evident that, in conformance with the Companies Act, the requirement for the Proposals to be approved had been satisfied and the resolutions were duly adopted. Therefore, the number of voting rights held by the shareholders present at the meeting, which the Company was not able to confirm an opinion for, against, or abstaining from the proposals, were not included in the calculation.
End.