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, 2020

Commission File Number 001-14948

 

 

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

 

 

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

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      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:

 

I.

English translation of the Notice of Resolutions Adopted at the 116th Ordinary General Shareholders’ Meeting on June 11, 2020.

 

II.

English translation of an Extraordinary Report, as filed by the registrant with the Director of the Kanto Local Finance Bureau on June 12, 2020.


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.

 

Toyota Motor Corporation

By:

 

        /s/    Kaname Shimizu

 

Name:

 

Kaname Shimizu

 

Title:

 

General Manager, Accounting Division

Date: June 12, 2020

Notice of Resolutions Adopted at 116th Ordinary General Shareholders' Meeting
(Securities Code 7203)   
   June 11, 2020

To All Shareholders:

  
   President Akio Toyoda
   TOYOTA MOTOR CORPORATION
   1, Toyota-cho, Toyota City, Aichi Prefecture

Notice of Resolutions Adopted at the 116th Ordinary General Shareholders’ Meeting

Dear Shareholder,

The reports made and resolutions adopted at the 116th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) today are as follows:

Reports:

Reports on business review, consolidated and unconsolidated financial statements for FY2020 (April 1, 2019 through March 31, 2020) and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements

Details pertaining to the above were reported.

Resolutions:

 

    Proposed Resolution 1:

   Election of 9 Members of the Board of Directors
   Approved as proposed.    The following 9 persons were elected and have assumed their positions as Members of the Board of Directors:
   Takeshi Uchiyamada, Shigeru Hayakawa, Akio Toyoda, Koji Kobayashi, Shigeki Terashi, James Kuffner, Ikuro Sugawara, Sir Philip Craven, and Teiko Kudo.
   Mr. Ikuro Sugawara, Sir Philip Craven and Ms. Teiko Kudo satisfy the requirements to be qualified as Outside Members of the Board of Directors as stipulated in Article 2, Item 15 of the Companies Act.

    Proposed Resolution 2:

   Election of 1 Substitute Audit & Supervisory Board Member
   Approved as proposed.    The following person was elected as a substitute Audit & Supervisory Board Member:
   Ryuji Sakai
   Mr. Ryuji Sakai is a substitute Outside Audit & Supervisory Board Member for either Ms. Yoko Wake, Mr. Hiroshi Ozu, or Mr. Nobuyuki Hirano who are currently Outside Audit & Supervisory Board Members.

    Proposed Resolution 3:

   Partial Amendments to the Articles of Incorporation
   Approved as proposed. TMC will also engage in the electric power business. Therefore, TMC partially amended Article 2 of its Articles of Incorporation in order to add “power generation and the supply and sale of electric power” to the business purposes provided for in its Articles of Incorporation.

 

1


At the Board of Directors meeting held today after the conclusion of the General Shareholders’ Meeting, 3 persons were elected as Members of the Board of Directors with special titles and assumed their respective positions.

Chairman of the Board of Directors Takeshi Uchiyamada, Vice Chairman of the Board of Directors Shigeru Hayakawa, President Akio Toyoda, and Member of the Board of Directors Koji Kobayashi were elected and assumed their positions as Representative Directors.

 

Chairman of the Board of Directors

   Takeshi Uchiyamada    Full-time Audit & Supervisory Board Member    Haruhiko Kato

Vice Chairman of the Board of Directors

   Shigeru Hayakawa    Full-time Audit & Supervisory Board Member    Masahide Yasuda

President, Member of the Board of Directors

   Akio Toyoda    Full-time Audit & Supervisory Board Member    Katsuyuki Ogura

Member of the Board of Directors

   Koji Kobayashi    Audit & Supervisory Board Member    Yoko Wake

Member of the Board of Directors

   Shigeki Terashi    Audit & Supervisory Board Member    Hiroshi Ozu

Member of the Board of Directors

   James Kuffner    Audit & Supervisory Board Member    Nobuyuki Hirano

Member of the Board of Directors

   Ikuro Sugawara      

Member of the Board of Directors

   Sir Philip Craven      

Member of the Board of Directors

   Teiko Kudo      

 

[Operating Officers]

        

President

   Akio Toyoda      

 

Chief Officer

        

Chief Monozukuri Officer

Chief Human Resources

Officer

   Mitsuru Kawai    Chief Finanial Officer    Kenta Kon

Chief Risk Officer

   Koji Kobayashi    Chief Technology Officer    Masahiko Maeda

Chief Competitive Officer

Chief Project Officer

   Shigeki Terashi    Chief Digital Officer    James Kuffner

Chief Information &

Security Officer

Chief Production Officer

   Shigeki Tomoyama      

Company President

 

Advanced R&D and

Engineering Company

   Hiroaki Okuchi    Lexus International Co.    Koji Sato

Mid-size Vehicle Company

   Hiroki Nakajima    Connected Company    Keiji Yamamoto

CV Company

   Satoshi Ogiso      

Region CEO

 

North America Region

   Tetsuo Ogawa    Asia Region    Yoichi Miyazaki

Europe Region

   Johan van Zyl   

East Asia, Oceania &

Middle East Region

   Nobuhiko Murakami

China Region

   Tatsuro Ueda      

 

2


Business Group         

  TPS Group (Chief Officer)

  Production Group (Chief Officer)

  Plants (Supervisor of plants

  across in-house companies)

   Masashi Asakura   

Japan Sales Business Group

(Chief Officer)

   Yasuhiko Sato

  Production Group

  (Deputy Chief Officer)

  Plants (Supervisor of plants

  across in-house companies)

  Motomachi Plant

  (Plant General Manager)

  Miyoshi Plant

  (Plant General Manager)

  Myochi Plant

  (Plant General Manager)

   Masamichi Okada   

General Administration &

Human Resources Group

(Chief Officer)

   Masanori Kuwata

  External & Public Affairs Group

  (Chief Officer)

  Purchasing Group

  (Chief Officer)

   Masayoshi Shirayanagi      
[Fellow]         

  Chief Scientist and Executive

  Fellow for Research

   Gill A. Pratt                

 

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

 

3

Extraordinary Report

(Reference Translation)

Cover Page

 

Document Name:    Extraordinary Report
Filed with:    The Director General of the Kanto Local Finance Bureau
Filing Date:    June 12, 2020
Corporate Name:    Toyota Motor Corporation
Name and Title of Representative:    Akio Toyoda, President
Location of Head Office:    1 Toyota-cho, Toyota City, Aichi Prefecture
Telephone Number:    (0565)28-2121
Name of Contact Person:    Masayoshi Hachisuka, Project General Manager, Accounting Group
Nearest Contact Location:    4-18, Koraku 1-chome, Bunkyo-ku, Tokyo
Telephone Number:    (03)3817-7111
Name of Contact Person:   

Kayo Kitada, General Manager, Public Affairs

Department No.1, Public Affairs Division

Places of Public Inspection of the

Extraordinary Report:

  

Tokyo Stock Exchange, Inc.

(2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo)

Nagoya Stock Exchange, Inc.

(8-20, Sakae 3-chome, Naka-ku, Nagoya)


1.

Reason for Filing

Toyota Motor Corporation (“TMC”) is filing this 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 relating to the Disclosure of Corporate Affairs, Etc. to report the approval of resolutions at the 116th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) of TMC.

 

2.

Description of Report

 

  (1)

Date on which the General Shareholders’ Meeting was held:

 

    

  June 11, 2020

 

  (2)

Details of the proposed resolutions voted on at the General Shareholders’ Meeting:

 

Proposed Resolution 1:    Election of 9 Members of the Board of Directors
   It was proposed that the following 9 persons be elected as Members of the Board of Directors:
   Takeshi Uchiyamada, Shigeru Hayakawa, Akio Toyoda, Koji Kobayashi, Shigeki Terashi, James Kuffner, Ikuro Sugawara, Sir Philip Craven and Teiko Kudo.
Proposed Resolution 2:    Election of 1 Substitute Audit & Supervisory Board Member
   It was proposed that Ryuji Sakai be elected as a substitute Audit & Supervisory Board Member.
Proposed Resolution 3:    Partial Amendments to the Articles of Incorporation
   It was proposed that Article 2 of the Articles of Incorporation be partially amended in order to add “power generation and the supply and sale of electric power” to the business purposes provided for in the Articles of Incorporation.

 

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  (3)

Number of “affirmative votes,” “negative votes” or “abstentions” in respect of the resolutions described above, requirements for the approval of such resolutions and results of voting:

(Proposed by TMC)

 

Resolutions   

Number of    
affirmative    

votes    

  

Number of    
negative    

votes    

   Number of    
abstentions    
  

Number of    
voting rights    

held by    
shareholders    

present at the    
meeting    

   Results of voting
  

Ratio of  
affirmative  

votes  

(%)  

   Approved/  
Disapproved  

Proposed Resolution 1

                            

Takeshi Uchiyamada

  22,596,052      1,313,770      64,568      24,012,004      94.10      Approved

Shigeru Hayakawa

  23,541,093      395,379      37,933      24,012,019      98.03      Approved

Akio Toyoda

  23,604,136      315,718      54,551      24,012,019      98.30      Approved

Koji Kobayashi

  23,537,708      398,759      37,938      24,012,019      98.02      Approved

Shigeki Terashi

  23,567,544      368,898      37,962      24,012,018      98.14      Approved

James Kuffner

  23,488,386      448,081      37,937      24,012,018      97.81      Approved

Ikuro Sugawara

  23,953,360      20,212      839      24,012,025      99.75      Approved

Sir Philip Craven

  23,091,013      873,380      10,002      24,012,009      96.16      Approved

Teiko Kudo

  23,123,695      756,530      94,172      24,012,011      96.30      Approved

Proposed Resolution 2

  21,456,377      2,517,280      804      24,012,028      89.35      Approved

Proposed Resolution 3

  23,965,874      7,730      1,028      24,012,028      99.80      Approved

 

Note:

  1.   

“Number of affirmative votes”, “Number of negative votes” and “Number of abstentions” include the aggregate affirmative votes, negative votes and abstentions, respectively, exercised in writing or by means of electronic transmission as well as affirmative votes and negative votes, respectively, exercised by shareholders present at the General Shareholders’ Meeting.

  2.   

“Number of voting rights held by shareholders present at the meeting” is the aggregate number of voting rights exercised in writing or by means of electronic transmission and the number of voting rights held by all shareholders present at the General Shareholders’ Meeting.

  3.   

The requirements for approval of each resolution are as follows:

    

For Proposed Resolutions 1 and 2, 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 who are entitled to vote.

    

For Proposed Resolutions 3, 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 who are entitled to vote.

    

In addition, each number of voting rights held by shareholders present at the meeting includes the number of voting rights exercised in writing or by means of electronic transmission.

 

  (4)

Reasons for not including certain voting rights held by shareholders present at the meeting in the number of voting rights:

 

    

The aggregate number of voting rights exercised prior to the General Shareholders’ Meeting and the voting rights which were confirmed by certain shareholders present at the General Shareholders’ Meeting to represent approval or disapproval of each of the proposed resolutions were sufficient to meet the requirements to approve all of the proposed resolutions. Accordingly, voting rights which were held by the shareholders present at the General Shareholders’ Meeting but for which approval or disapproval of each proposed resolution could not be confirmed were not counted.

 

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