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, 2020
Commission File Number 001-14948
Toyota Motor Corporation
(Translation of Registrants Name Into English)
1, Toyota-cho, Toyota City,
Aichi Prefecture 471-8571,
(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 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):
Material Contained in this Report:
English translation of the notice concerning the disposition of treasury stock under the restricted stock compensation plan, as filed by the registrant with the Tokyo Stock Exchange on June 11, 2020.
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.
|Toyota Motor Corporation|
|By:||/s/ Kaname Shimizu|
Date: June 11, 2020
June 11, 2020
To Whom It May Concern:
Company Name: Toyota Motor Corporation
Name and Title of Representative:
Akio Toyoda, President
(Code Number: 7203
First Section of Tokyo Stock Exchange and Nagoya Stock Exchange)
Name and Title of Contact Person:
Kaname Shimizu, General Manager, Accounting Division
(Telephone Number: 0565-28-2121)
Notice Concerning the Disposition of Treasury Stock
under the Restricted Stock Compensation Plan
We hereby inform, as set forth below, that, at the meeting of the Board of Directors held today (the Resolution Date), Toyota Motor Corporation (TMC) announces that it has decided to dispose of its treasury stock (the Disposition of Treasury Stock) as follows.
Outline of the Disposal
(1) Payment date
|June 26, 2020|
(2) Class and number of shares to be disposed
|80,900 shares of Common stock of TMC|
(3) Disposal price
|7,094 yen per share|
(4) Total value of the disposal
(5) Allottee of Shares
|Members of the Board of Directors and the part of the Operating Officers of TMC|
Transfer restriction period
|Number of allottees||Number of shares|
|Regarding to the Disposition of Treasury Stock, TMC submitted today the supplemental document to the shelf registration statement under the Financial Instruments and Exchange Act based on the taking effect of shelf registration (TMC submitted the shelf registration statement on May 12, 2020, and the amended shelf registration statement on May 14, 2020, and then the shelf registration statement became effective on May 20, 2020).|
(Note) Please see section 5. Outline of the shelf registration subject to the Disposition of Treasury Stock regarding to the shelf registration above.
Purposes and Reasons of the Disposal
TMC has resolved at the Meeting of the Board of Directors held on May 8, 2019 to newly introduce a restricted stock compensation plan (the Plan) for the members of the Board of Directors of TMC (excluding outside members of the Board of Directors) and the Operating Officers of TMC who dont serve as a Board of Directors to work to improve the medium- to long-term corporate value of TMC, and to promote management from the same viewpoint as our shareholders with a stronger sense of responsibility as a corporate manager..
In addition, at the 115th Ordinary General Meeting of Shareholders held June 13, 2019, share compensation was approved by the shareholders to set a maximum amount of 4.0 billion yen per year and of 800,000 shares per year for the number of shares to be allotted as the restricted stock for the Board of Directors of TMC (excluding outside members of the Board of Directors).
Outline of the Plan and the allocation contract of the restricted stock (the Allocation Contract)
|Eligible persons||Members of the Board of Directors of TMC (excluding outside members of the Board of Directors) and the part of the Operating Officers of TMC who dont serve as a Board of Director (the Eligible Persons)|
|Amount of the share compensation payable to each Eligible Person||Set each year considering factors such as corporate results, duties, and performance|
Type of shares to be allotted and
method of allotment
|Issue or disposal of common shares (with transfer restrictions under an allotment agreement)|
|Amount to be paid for each share||Determined by the Board of Directors of TMC based on the closing price of TMCs common shares on the Tokyo Stock Exchange on the business day prior to each resolution of the Board of Directors, within a range that is not particularly advantageous to the Eligible Persons|
|Transfer restriction period||A period of between 3 and 50 years, as determined by the Board of Directors of TMC|
Conditions for removal of transfer
Restrictions will be removed upon the expiration of the transfer restriction period.
However, restrictions on all of the allotted shares which the eligible person have will also be removed in the case of resignation from any position as a Board of Director, an Operating Officer who dont serve as a Board of Director, or an Audit & Supervisory Board member of TMC due to expiration of the term of office or other legitimate reasons
|Gratis acquisition by TMC||TMC will naturally acquire at no cost all of the allotted shares for which the transfer restrictions have not been lifted at the time of the expiration of the transfer restriction period, or at the time of the lifting of the transfer restrictions stipulated. Other grounds for the gratis acquisition shall be stipulated by the Allocation Contract of the restricted stock based on a resolution of the Board of Directors of TMC|
This time, after the consideration of the objectives of the Plan, TMCs business performance, the scope of duties of the Eligible Persons and various factors, TMC decided to pay a total amount of 573,904,600 yen in monetary compensation claims (the Monetary Compensation Claims) for the granting of 80,900 common shares of TMC to the nine Eligible Persons.
Based on the Plan, the nine Eligible Persons to whom disposal of shares is scheduled to be allotted will pay in as property contributed in kind all the Monetary Compensation Claims and receive the disposal of common shares of TMC (the Allotted Shares) upon the Disposition of Treasury Stock.
The breakdown of the nine Eligible Persons and transfer restriction period are as follows.
|The Eligible Persons||Transfer restriction period|
A Members of the Board of Directors (excluding outside members of the Board of Directors) and the part of the Operating Officers of TMC
(June 26, 2020~June 26, 2070)
B The part of the Operating Officers of TMC who dont serve as a Board of Director and are not an allottee of A
(June 26, 2020~June 26, 2023)
To prevent the transfer, creation of a security interest on, or disposal of the allotted shares for as long as the restrictions are in effect, the Eligible Persons deposit the Allotted Shares in dedicated accounts with Nomura Securities Co., Ltd. for the administration during the transfer restriction period.
Basis for calculating the amount to be paid in for the disposal price and other specific details
The Disposition of Treasury Stock to the prospective recipients of the allotted shares will be made by way of in-kind contribution of the Monetary Compensation Claims paid for granting restricted shares under the Plan for the Companys 116th business term. To avoid issuing the shares based on arbitrary decisions on price, the closing price of the common shares of TMC on the First Section of the Tokyo Stock Exchange of 7,094 yen on June 10, 2020 (the business day immediately prior to the Resolution Date), is taken to be the disposal price. Since this was the market price immediately before the date of the resolution of the Board of Directors, it is believed to be reasonable and not to be particularly advantageous.
Outline of the shelf registration subject to the Disposition of Treasury Stock
TMC registered the shelf registration based on the Financial Instruments and Exchange Act upon the Disposition of Treasury Stock, and the outline of the shelf registration is as follows.
(1) Class of shares offered
(2) Scheduled issuance period
Until the day on which one year has elapsed from the effective date of the shelf registration
(May 20, 2020~May 19, 2021)
(3) Scheduled issuance amount
|4.0 billion yen|
(4) Use of proceeds
|No payment of proceeds due to contribution in kind of monetary compensation claims|
End of document