Kyocera 6-K 2015
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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 2015
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 o
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): o
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): o
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 26, 2015
1. Reason for Filing
To report certain resolutions adopted at the 61st Ordinary General Meeting of Shareholders of Kyocera Corporation (the Company), which was held on June 24, 2015, in accordance with Paragraph 4 of Article 24-5 of the Financial Instruments and Exchange Law and Sub-paragraph 9-2 of Paragraph 2 of Article 19 of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.
2. Matters Reported
1) Date of the Meeting Held: June 24, 2015
2) Contents of the Matters Resolved:
Proposal No.1 Appropriation of Surplus
1. Matters Relating to Year-end Dividend
(1) Matters relating to Appropriation to Shareholders of Assets Distributed as Dividend and Aggregate Amount thereof
60 yen per share of common stock of the Company
The aggregate amount thereof shall be 22,011,681,360 yen.
(2) Effective Date of the Distribution of Surplus as Dividend:
June 25, 2015
2. Matters Relating to Appropriation of General Reserve
(1) Category of Surplus to Increase and the Amount thereof:
General Reserve 27,000,000,000 yen
(2) Category of Surplus to Decrease and the Amount thereof:
Unappropriated Retained Earnings 27,000,000,000 yen
Proposal No.2 Election of Eleven (11) Directors
Tetsuo Kuba, Tatsumi Maeda, Goro Yamaguchi, Ken Ishii, Hiroshi Fure, Yoji Date, Yoshihito Ohta, Shoichi Aoki, John S. Rigby, Tadashi Onodera and Hiroto Mizobata shall be elected as Directors.
Proposal No.3 Election of One (1) Audit & Supervisory Board Member
Yoshihiro Kano shall be elected as Audit & Supervisory Board Member.
3) Number of the Votes Showing Intension to Vote FOR, AGAINST or ABSTAIN, Requirements for Adoption, and the Tabulation Results with respect to Matters Resolved:
1. Requirements for adoption of resolutions are as follows:
- The requirement for adoption of resolution relating to Proposal No. 1 is a majority of votes of the shareholders entitled to exercise voting rights who are present at the Meeting.
- The requirement for adoption of resolutions relating to Proposal Nos. 2 and 3 is a majority of votes of shareholders entitled to exercise voting rights who are present at the Meeting, at which shareholders holding one-third or more of the voting rights of all shareholders entitled to exercise voting rights must be present.
2. Ratio of Votes FOR is expressed in percentage of a fraction, of which the denominator is the number of voting rights held by shareholders present or represented at the Meeting (i.e., the sum total of the number of voting rights exercised by shareholders by the day immediately preceding the Meeting date and the number of voting rights exercised at the Meeting by attending shareholders), and the numerator is the number of voting rights with confirmed votes FOR with respect to each Proposal.
4) Reason for not Including Some Votes of Shareholders Present at the Meeting:
Because the said number of voting rights with confirmed votes For, out of the total number of voting rights exercised at the Meeting, was sufficient to satisfy the requirements for adoption of all Proposals.