Kyocera 6-K 2009
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
For the month of June 2009
Commission File Number: 1-07952
6 Takeda Tobadono-cho, Fushimi-ku,
Kyoto 612-8501, Japan
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 X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Registration S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Registration 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 X
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b); 82-
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, thereto duly authorized.
Date: June 25, 2009
Security Code 6971
June 25, 2009
To Our Shareholders:
Notice of Resolution for the 55th Ordinary General Meeting of Shareholders
We hereby give notice that the matters set forth below were reported or resolved at the 55th Ordinary General Meeting of Shareholders of Kyocera Corporation (the Company), which was held on the date hereof.
The contents of 1. and 2. above were reported.
Agendum No. 1: Disposition of Surplus
It was resolved, as proposed by the Company, that the amount of year-end cash dividend to shareholders shall be 60 yen per share.
Agendum No. 2: Partial Amendments to the Articles of Incorporation
It was resolved, as proposed by the Company.
A summary of amendments is as follows.
Agendum No. 3: Election of twelve (12) Directors
Messrs. Makoto Kawamura, Yuzo Yamamura, Tetsuo Kuba, Tatsumi Maeda, Hisao Hisaki, Rodney Lanthorne and John Gilbertson were re-elected, and Messrs. Yasuyuki Yamamoto, Yoshihiro Kano, Goro Yamaguchi, Shoichi Aoki and Katsumi Komaguchi were newly elected and assumed office as Director, as proposed by the Company.
Agendum No. 4: Election of two (2) Corporate Auditors
Mr. Yoshihiko Nishikawa was re-elected, and Mr. Yoshinari Hara was newly elected and assumed office as Corporate Auditor, as proposed by the Company.
Agendum No. 5: Bonuses to Directors
It was resolved, as proposed by the Company, that the Company shall pay bonuses to Directors in an aggregate amount of 23.7 million yen.
Agendum No. 6: Revision of Amount of Remuneration of Directors and Corporate Auditors in line with Reform of the Remuneration System for Directors and Corporate Auditors
It was resolved, as proposed by the Company, as follows.
Basic remuneration payable to all Directors shall be no more than 400 million yen annually which does not include the amount of any salaries for service as employees to be paid to Directors who are also serving as employees of the Company.
Aggregate amount payable to all Directors shall not exceed 0.2% of the consolidated net income of the Company for the relevant fiscal year, provided that such amount shall be no more than 300 million yen annually.
Basic remuneration payable to all Corporate Auditors shall be no more than 100 million yen annually.
Agendum No. 7: Payment of Retirement Allowances to Retiring Directors and Payment of Settlement Funds to Directors and Corporate Auditor as a Result of Abolishment of the Retirement Allowance System
It was resolved, as proposed by the Company, that the Company shall pay retirement allowance to Messrs. Kensuke Itoh, Noboru Nakamura, Naoyuki Morita, Michihisa Yamamoto and Isao Kishimoto in amounts reasonable and in accordance with the standards prescribed by the Company, and that the particular amount, timing and method of payment of such allowances shall be determined at a meeting of the Board of Directors.
In addition, it was resolved that the Company shall pay settlement funds concomitantly with abolishment of the retirement allowance system to Messrs. Makoto Kawamura, Yuzo Yamamura, Tetsuo Kuba, Tatsumi Maeda, Hisao Hisaki, Rodney Lanthorne and John Gilbertson who were re-elected as Directors and to Mr. Yoshihiko Nishikawa, who was re-elected as Corporate Auditor in amounts which are reasonable and in accordance with the standards prescribed by the Company. It was also resolved that the timing of the payment of such settlement fund shall be when the relevant Directors and Corporate Auditor retire from their respective offices, and that the particular amounts and method of payment thereof to the abovementioned Directors shall be determined at a meeting of the Board of Directors and to the abovementioned Corporate Auditor shall be determined through discussion among the Corporate Auditors.
Attachment to the Notice of Resolution
The management structure of the Company as of June 25, 2009 is as follows:
Note: Messrs. Hisao Hisaki, Senior Managing Executive Officer, Kouji Mae, Executive Officer, Motoo Kobayashi, Executive Officer, Nobuo Kitamura, Executive Officer, Ken Ishii, Executive Officer, and Takeshi Oda, Executive Officer, were newly elected as of April 1, 2009.