Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
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 2018
ORIX Corporation
(Translation of Registrant’s Name into English)
World Trade Center Bldg., 2-4-1 Hamamatsu-cho, Minato-Ku,
Tokyo, 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 whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ☐ No ☒
Table of Contents
| Page | ||
| 1. English press release entitled, “Filing of Extraordinary Report” |
Table of Contents
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.
| ORIX Corporation | ||||
| Date: June 28, 2018 |
By |
/s/ Hitomaro Yano | ||
| Hitomaro Yano | ||||
| Executive Officer | ||||
| ORIX Corporation | ||||
Table of Contents
|
June 28, 2018 |
FOR IMMEDIATE RELEASE
Filing of Extraordinary Report
TOKYO, Japan – June 28, 2018 – ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, announced today that it filed an extraordinary report with the Director-General of the Kanto Financial Bureau in Japan concerning the results of the exercise of voting rights at the 55th General Meeting of Shareholders of ORIX Corporation held on June 26, 2018 (the “Meeting”).
1. Reason for Filing
Given that the resolutions were made for proposals to be acted upon at the Meeting, ORIX Corporation filed the extraordinary report pursuant to Article 24-5, Paragraph 4, of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.
2. Description of Report
| (1) | Date on which the Meeting was held |
June 26, 2018
| (2) | Matters Resolved |
Proposal 1. Partial Amendments to the Articles of Incorporation
In order to reflect more accurately the current business activities of the Company and its subsidiaries, and for the purpose of clarifying the purposes of business, the Company proposes to add a new business item in the provision of Article 2 of the current Articles of Incorporation.
Proposal 2. Election of Twelve (12) Directors
Messrs. Makoto Inoue, Yuichi Nishigori, Kiyoshi Fushitani, Stan Koyanagi, Robert Feldman, Takeshi Niinami, Nobuaki Usui, Ryuji Yasuda, Heizo Takenaka and Ms. Eiko Tsujiyama were reelected and reappointed as Directors, and Messrs. Shuji Irie and Hitomaro Yano were newly elected and appointed as Directors.
-more-
Table of Contents
| (3) | Number of voting rights for Approval, Disapproval and Abstentions in the Matters to be Resolved, and the requirements for Approval and voting results thereof |
| Matters to be Resolved |
Number of Approvals (units) |
Number of Disapprovals (units) |
Number of Abstentions (units) |
Approval Rate (%) |
Voting Result | |||||||||||||
| Proposal 1 |
10,092,857 | 3,794 | 730 | 99.84 | Approved | |||||||||||||
| Proposal 2 |
||||||||||||||||||
| Makoto Inoue |
9,995,197 | 103,056 | 730 | 98.87 | Approved | |||||||||||||
| Yuichi Nishigori |
9,912,347 | 82,547 | 104,089 | 98.05 | Approved | |||||||||||||
| Kiyoshi Fushitani |
9,897,064 | 97,831 | 104,089 | 97.90 | Approved | |||||||||||||
| Stan Koyanagi |
9,911,824 | 83,071 | 104,089 | 98.05 | Approved | |||||||||||||
| Shuji Irie |
9,912,169 | 82,725 | 104,089 | 98.05 | Approved | |||||||||||||
| Hitomaro Yano |
9,912,503 | 82,391 | 104,089 | 98.05 | Approved | |||||||||||||
| Eiko Tsujiyama |
9,968,516 | 129,736 | 730 | 98.61 | Approved | |||||||||||||
| Robert Feldman |
10,054,766 | 43,486 | 730 | 99.46 | Approved | |||||||||||||
| Takeshi Niinami |
9,982,579 | 115,673 | 730 | 98.75 | Approved | |||||||||||||
| Nobuaki Usui |
10,018,982 | 79,275 | 730 | 99.11 | Approved | |||||||||||||
| Ryuji Yasuda |
10,053,157 | 45,093 | 730 | 99.44 | Approved | |||||||||||||
| Heizo Takenaka |
10,050,621 | 47,633 | 730 | 99.42 | Approved | |||||||||||||
(Notes) Approval requirements for the adoption of each proposal are as follows;
| • | Approval of not less than two-thirds (2/3) of the voting rights held by the shareholders present at the Meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required for adoption of proposal 1. |
| • | Approval of a majority of the voting rights held by the shareholders present at the Meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required for adoption of proposal 2. |
| (4) | Reason for Not Counting a Portion of the Voting Rights of the Shareholders Present at the General Meeting of Shareholders |
Since the results of all the proposals were conclusively decided by the exercise of the voting rights prior to the Meeting and a portion of shareholders in attendance at the Meeting, only the number of voting rights for approval, disapproval and abstentions of the shareholders present at the Meeting, which ORIX Corporation was able to confirm, including those of the shareholders present by proxy, has been counted.
Table of Contents
Contact Information:
ORIX Corporation
Corporate Planning Department
Tel: +81-3-3435-3121
About ORIX:
ORIX Corporation (TSE: 8591; NYSE: IX) is an opportunistic, diversified, innovation-driven global powerhouse with a proven track record of profitability. Established in 1964, ORIX at present operates a diverse portfolio of businesses in the operations, financial services, and investment spaces. ORIX’s highly complementary business activities span industries including: energy, private equity, infrastructure, automotive, ship and aircraft, real estate and retail financial services. ORIX has also spread its business globally by establishing locations in a total of 38 countries and regions across the world. Through its business activities, ORIX has long been committed to corporate citizenship and environmental sustainability. For more details, please visit our website: https://www.orix.co.jp/grp/en/
(As of March 31, 2018)
Caution Concerning Forward Looking Statements:
These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under “Risk Factors” in the Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission and under “(4) Risk Factors” of the “1. Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2017 – March 31, 2018.”