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 2013
COMMISSION FILE NUMBER: 1-07628
HONDA GIKEN KOGYO KABUSHIKI KAISHA
(Name of registrant)
HONDA MOTOR CO., LTD.
(Translation of registrant’s name into English)
1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan
(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):
Exhibit 1:
Exhibit 2:
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.
| HONDA GIKEN KOGYO KABUSHIKI KAISHA |
| (HONDA MOTOR CO., LTD.) |
| /s/ Kohei Takeuchi |
| Kohei Takeuchi |
| Operating Officer and Director |
| Chief Financial Officer |
| Honda Motor Co., Ltd. |
Date: July 15, 2013
June 19, 2013
To our shareholders,
Notice of Resolutions passed by
the 89th Ordinary General Meeting of Shareholders
We hereby notify you that after the reports described below were heard, all the proposals were approved as briefly described below by the 89th Ordinary General Meeting of Shareholders of the Company held today.
| Yours sincerely, |
| Takanobu Ito President and Representative Director |
| Honda Motor Co., Ltd. |
| 1-1, Minami-Aoyama 2-chome, Minato-ku |
| Tokyo |
Particulars
Matters reported:
| 1. | The Business Report, consolidated financial statements and unconsolidated financial statements for the 89th Fiscal Year (from April 1, 2012 to March 31, 2013) |
| 2. | The results of the audit of the consolidated financial statements for the 89th Fiscal Year (from April 1, 2012 to March 31, 2013) by the independent auditors and the Board of Corporate Auditors |
Matters resolved:
FIRST ITEM: Distribution of Dividends
The proposal was approved in its original form, and the year-end dividend for the fiscal year under review will be ¥19 per share.
SECOND ITEM: Partial Amendment to the Articles of Incorporation
The proposal was approved in its original form, and the contents of the amendments are as follows:
| Before Amendment |
After Amendment | |
| Chapter I. General Provisions
(Objects)
Article 2.
The object of the Company shall be to carry on the following business:
1.
| [Provisions omitted]
8.
[Newly established]
9. [Provisions omitted] |
Chapter I. General Provisions
(Objects)
Article 2.
The object of the Company shall be to carry on the following business:
1.
| [Same as at present]
8.
9. Electricity generation and supply and sale of electricity
10. [Same as at present] | |
| * | The underlines indicate the portions amended. |
THIRD ITEM: Election of Thirteen (13) Directors
The proposal was approved in its original form, and 10 directors were re-elected: Fumihiko Ike, Takanobu Ito, Tetsuo Iwamura, Takashi Yamamoto, Yoshiharu Yamamoto, Masahiro Yoshida, Kensaku Hogen, Nobuo Kuroyanagi, Takeo Fukui and Yuji Shiga. Three directors were newly elected: Kohei Takeuchi, Shinji Aoyama and Noriya Kaihara. They have all assumed their posts.
FOURTH ITEM: Election of One (1) Corporate Auditor
The proposal was approved in its original form, and one corporate auditor, Kunio Endo, was newly elected. He has assumed his post.
*****************************
At the meeting of the Board of Directors following the Ordinary General Meeting of Shareholders, Representative Directors and directors with executive powers were elected, and they have assumed their posts.
As a result, the composition of the directors of the Company is as follows:
Chairman,
Representative Director
Fumihiko Ike
President, Chief Executive Officer and
Representative Director
Takanobu Ito
Executive Vice President,
Executive Officer and Representative Director
Tetsuo Iwamura
Chief Operating Officer for Automobile Operations
Chief Operating Officer for Regional Operations (North America)
Risk Management Officer
President and Director of Honda North America, Inc.
President and Director of American Honda Motor Co., Inc.
Senior Managing Officer and Director
Takashi Yamamoto
Chief Production Officer
Head of Automobile Production for Automobile Operations
Senior Managing Officer and Director
Yoshiharu Yamamoto
President, Chief Executive Officer and Representative Director of Honda R&D Co., Ltd.
Chief Operating Officer for IT Operations
Managing Officer and Director
Masahiro Yoshida
Chief Operating Officer for Business Support Operations
Compliance Officer
Director
Kensaku Hogen
(Outside Director)
Director
Nobuo Kuroyanagi
(Outside Director)
Director and Advisor
Takeo Fukui
Operating Officer and Director
Yuji Shiga
Chief Operating Officer for Power Product Operations
Operating Officer and Director
Kohei Takeuchi
Chief Operating Officer for Business Management Operations
Operating Officer and Director
Shinji Aoyama
Chief Operating Officer for Motorcycle Operations
Operating Officer and Director
Noriya Kaihara
Chief Quality Officer
(Note)
| 1. | Kensaku Hogen and Nobuo Kuroyanagi are outside directors as provided for in Article 2, Item 15 of the Company Law. |
| 2. | Kensaku Hogen has been designated by the Company as an Independent Director as provided for in the rules of the Tokyo Stock Exchange and the Osaka Securities Exchange and registered with such Exchanges. |
Also, at the meeting of the Board of Corporate Auditors following the Ordinary General Meeting of Shareholders, full-time Corporate Auditors were elected, and they have assumed their posts.
As a result, the composition of the Corporate Auditors of the Company is as follows:
Corporate Auditor (full-time)
Masaya Yamashita
Corporate Auditor (full-time)
Kunio Endo
Corporate Auditor
Hirotake Abe
(Outside Corporate Auditor)
Corporate Auditor
Tomochika Iwashita
(Outside Corporate Auditor)
Corporate Auditor
Toshiaki Hiwatari
(Outside Corporate Auditor)
(Note)
| 1. | Corporate Auditors Hirotake Abe, Tomochika Iwashita and Toshiaki Hiwatari are outside corporate auditors as provided for in Article 2, Item 16 of the Company Law. |
| 2. | Each of Hirotake Abe and Toshiaki Hiwatari has been designated by the Company as Independent Auditor as provided for in the rules of the Tokyo Stock Exchange and the Osaka Securities Exchange and registered with such Exchanges. |
The Company has introduced an operating officer system to strengthen operations in regions and local workplaces and implement quick and appropriate decisions. The composition of the operating officers of the Company after the Ordinary General Meeting of Shareholders is as follows:
President, Chief Executive Officer
Takanobu Ito
Executive Vice President and Executive Officer
Tetsuo Iwamura
Chief Operating Officer for Automobile Operations
Chief Operating Officer for Regional Operations (North America)
Risk Management Officer
President and Director of Honda North America, Inc.
President and Director of American Honda Motor Co., Inc.
Senior Managing Officer
Takashi Yamamoto
Chief Production Officer
Head of Automobile Production for Automobile Operations
Senior Managing Officer
Hidenobu Iwata
Representative of Automobile Development, Purchasing and Production (North America)
President and CEO of Honda North America Services, LLC
President and Director of Honda of America Mfg., Inc.
Senior Managing Officer
Yoshiharu Yamamoto
President, Chief Executive Officer and Representative Director of Honda R&D Co., Ltd.
Chief Operating Officer for IT Operations
Senior Managing Officer
Sho Minekawa
Chief Operating Officer for Regional Sales Operations (Japan)
Chief Officer of Honda Driving Safety Promotion Center
Managing Officer
Manabu Nishimae
Chief Operating Officer for Regional Operations (Europe, CIS, the Middle & Near East and Africa)
President and Director of Honda Motor Europe Ltd.
Managing Officer
Koichi Fukuo
Executive in Charge of Business Unit No. 1 for Automobile Operations
Executive in Charge of Drivetrains for Automobile Operations
Managing Officer
Hiroshi Kobayashi
Chief Operating Officer for Regional Operations (Asia & Oceania)
President and Director of Asian Honda Motor Co., Ltd.
President and Director of Honda Automobile (Thailand) Co., Ltd.
Managing Officer
Toshihiko Nonaka
Executive in Charge of Product and Brand Strategy for Automobile Operations
Executive Vice President, Executive Officer and Director of Honda R&D Co., Ltd.
Managing Officer
Takuji Yamada
Executive Vice President and Director (COO) of American Honda Motor Co., Inc.
Managing Officer
Masahiro Takedagawa
Chief Operating Officer for Regional Operations (Latin America)
President and Director of Honda South America Ltda.
President and Director of Honda Automoveis do Brazil Ltda.
Managing Officer
Yoshiyuki Matsumoto
Representative of Development, Purchasing and Production (Asia and Oceania)
Executive Vice President of Asian Honda Motor Co., Ltd.
President and CEO of Honda Motor India Private Ltd.
Managing Officer
Ko Katayama
Executive in Charge of Production Strategy for Automobile Operations
Head of Supply Chain Management Supervisory Unit in Automobile Production for Automobile Operations
Managing Officer
Masahiro Yoshida
Chief Operating Officer for Business Support Operations
Compliance Officer
Managing Officer
Katsushi Watanabe
Executive in Charge of Motorcycle Production for Motorcycle Operations
General Manager of Kumamoto Factory for Motorcycle Operations
Executive in Charge of Power Product Production for Power Product Operations
Managing Officer
Chitoshi Yokota
Executive Vice President and Director of Honda North America Services, LLC
Executive Vice President and Director of Honda of America Mfg., Inc.
Operating Officer
Seiji Kuraishi
Chief Operating Officer for Regional Operations (China)
President of Honda Motor (China) Investment Co., Ltd.
Operating Officer
Toshiaki Mikoshiba
President of Guangqi Honda Automobile Co., Ltd.
Operating Officer
Yoshi Yamane
Representative of Automobile Development, Purchasing and Production (Japan)
General Manager of Suzuka Factory in Automobile Production for Automobile Operations
Operating Officer
Takashi Sekiguchi
Executive in Charge of Business Unit No.2 for Automobile Operations
Operating Officer
Takahiro Hachigo
Representative of Development, Purchasing and Production (China)
Vice President of Honda Motor (China) Investment Co., Ltd.
Operating Officer
Hiroshi Sasamoto
President, Chief Executive Officer and Representative Director of Honda Engineering Co., Ltd.
Operating Officer
Hiroyuki Yamada
Chief Operating Officer for Customer Service Operations
Operating Officer
Michimasa Fujino
President and Director of Honda Aircraft Company, LLC.
Operating Officer
Soichiro Takizawa
Representative of Development, Purchasing and Production (Europe, CIS, the Middle & Near East and Africa)
Executive Vice President and Director of Honda Motor Europe Ltd.
Managing Director of Honda of the U.K. Manufacturing Ltd.
Managing Officer of Honda R&D Co., Ltd.
President and Director of Honda R&D Europe (U.K.) Ltd.
Operating Officer
Yuji Shiga
Chief Operating Officer for Power Product Operations
Operating Officer
Kohei Takeuchi
Chief Operating Officer for Business Management Operations
Operating Officer
Naoto Matsui
Chief Operating Officer for Purchasing Operations
Head of Purchasing Supervisory Unit in Automobile Production for Automobile Operations
Operating Officer
Mitsugu Matsukawa
Head of Drivetrain Business Unit in Automobile Production for Automobile Operations
Operating Officer
Shinji Aoyama
Chief Operating Officer for Motorcycle Operations
Operating Officer
Noriya Kaihara
Chief Quality Officer
| To: | Shareholders of Honda Motor Co., Ltd. |
| From: | Honda Motor Co., Ltd. |
1-1, Minami-Aoyama 2-chome,
Minato-ku, Tokyo, 107-8556
Takanobu Ito
President and Representative Director
Notice of Submission of Extraordinary Report Relating to Resolutions
Passed and Results of Voting at the 89th Ordinary General Meeting of Shareholders
Honda Motor Co., Ltd. (the “Company”) hereby notifies you as follows that it has submitted with the relevant Japanese authority an Extraordinary Report (the “Extraordinary Report”) on June 25, 2013 pursuant to the Financial Instruments and Exchange Law of Japan with respect to the resolutions passed and the results of voting at the 89th Ordinary General Meeting of Shareholders held on June 19, 2013 (the “General Shareholders’ Meeting”).
Particulars
| 1. | Reason for Submitting the Extraordinary Report |
The Company has submitted the Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance concerning Disclosure of Corporate Affairs, etc. to report on matters resolved and the results of voting at the General Shareholders’ Meeting.
| 2. | Details of the Extraordinary Report |
| (1) | Date on which the General Shareholders’ Meeting was held: |
June 19, 2013
| (2) | Details of the matters resolved: |
First Item: Distribution of Dividends
| (i) | Conditions and Total Value of Dividend Assets Allocated to Shareholders |
JPY 19 per share of common stock
Total value of JPY 34,243,648,510
| (ii) | Effective Date of Distribution of Dividends |
June 20, 2013
Second Item: Partial Amendment to the Articles of Incorporation
The Articles of Incorporation were amended to add “Electricity generation and supply and sale of electricity” to the Company’s business objects for the purpose of conducting electricity generation using, for example, renewable energy, and the supply and sale of such electricity.
Third Item: Election of Thirteen (13) Directors
Thirteen (13) directors, namely Fumihiko Ike, Takanobu Ito, Tetsuo Iwamura, Takashi Yamamoto, Yoshiharu Yamamoto, Masahiro Yoshida, Kensaku Hogen, Nobuo Kuroyanagi, Takeo Fukui, Yuji Shiga, Kohei Takeuchi, Shinji Aoyama and Noriya Kaihara, were elected.
Fourth Item: Election of One (1) Corporate Auditor
One (1) corporate auditor, Kunio Endo, was elected.
| (3) | Number of affirmative votes, negative votes and abstentions in respect of the matters for resolution described above, results of voting and requirements for the approval of such matters for resolution: |
| Proposals |
Number of affirmative votes |
Number of negative votes |
Number of abstentions |
Ratio of affirmative votes (%) |
Approved/ disapproved |
|||||||||||||||
| First Item |
14,590,017 | 5,346 | 18,349 | 96.93 | Approved | |||||||||||||||
| Second Item |
14,589,757 | 4,500 | 19,815 | 96.93 | Approved | |||||||||||||||
| Third Item |
||||||||||||||||||||
| Fumihiko Ike |
13,709,471 | 885,971 | 18,614 | 91.08 | Approved | |||||||||||||||
| Takanobu Ito |
14,277,480 | 317,965 | 18,614 | 94.85 | Approved | |||||||||||||||
| Tetsuo Iwamura |
14,326,044 | 269,402 | 18,614 | 95.18 | Approved | |||||||||||||||
| Takashi Yamamoto |
14,339,249 | 256,198 | 18,614 | 95.26 | Approved | |||||||||||||||
| Yoshiharu Yamamoto |
14,339,019 | 256,429 | 18,614 | 95.26 | Approved | |||||||||||||||
| Masahiro Yoshida |
14,341,820 | 253,629 | 18,614 | 95.28 | Approved | |||||||||||||||
| Kensaku Hogen |
14,394,093 | 205,309 | 14,661 | 95.63 | Approved | |||||||||||||||
| Nobuo Kuroyanagi |
13,704,638 | 890,448 | 18,976 | 91.05 | Approved | |||||||||||||||
| Takeo Fukui |
14,334,607 | 260,841 | 18,614 | 95.23 | Approved | |||||||||||||||
| Yuji Shiga |
14,335,272 | 260,176 | 18,614 | 95.24 | Approved | |||||||||||||||
| Kohei Takeuchi |
14,215,842 | 379,605 | 18,614 | 94.44 | Approved | |||||||||||||||
| Shinji Aoyama |
14,214,265 | 381,183 | 18,614 | 94.43 | Approved | |||||||||||||||
| Noriya Kaihara |
14,215,573 | 379,875 | 18,614 | 94.44 | Approved | |||||||||||||||
| Fourth Item |
||||||||||||||||||||
| Kunio Endo |
13,907,382 | 687,592 | 19,049 | 92.39 | Approved | |||||||||||||||
Notes:
| (i) | The requirements for approval of each matter for resolution are as follows: |
| • | For the First Item of the proposals, a majority vote of the shareholders entitled to vote and present at the General Shareholders’ Meeting |
| • | For the Second Item of the proposals, not less than two-thirds (2/3) of the votes of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders entitled to vote |
| • | For the Third and Fourth Items of the proposals, a majority vote of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders entitled to vote |
| (ii) | The ratio of affirmative votes is the ratio of the aggregate of the number of voting rights exercised prior to the General Shareholders’ Meeting and the number of votes by the shareholders present at the General Shareholders’ Meeting, through which approval was able to be ascertained for each of the proposals, against the aggregate of the number of voting rights exercised prior to the General Shareholders’ Meeting and the number of voting rights of all the shareholders present at the General Shareholders’ Meeting. |
| (4) | Reasons for not including certain number of votes by shareholders present at the meeting in the number of votes mentioned above |
The aggregate number of (a) the voting rights exercised prior to the General Shareholders’ Meeting and (b) the votes by shareholders present at the General Shareholders’ Meeting, through which approval or disapproval was able to be ascertained for each of the proposals, was sufficient to meet the approval requirements and therefore the matters were duly resolved under the Company Law. Accordingly, the number of votes by the shareholders present at the General Shareholders’ Meeting, but for which approval, disapproval or abstention for each proposal could not be confirmed, were not included in the numbers of affirmative votes/negative votes/abstentions mentioned in paragraph (3) above.