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 2012
COMMISSION FILE NUMBER: 1-07628
HONDA GIKEN KOGYO KABUSHIKI KAISHA
(Name of registrant)
HONDA MOTOR CO., LTD.
(Translation of registrant’s name into English)
1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, 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 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):
On June 4, 2012, P.T. Honda Prospect Motor, Honda’s automobile manufacturing and sales joint venture in Indonesia, held a groundbreaking ceremony to mark the start of the construction of its new automobile production plant in Karawang Industrial Park in a suburb of Jakarta.
We notify that all the proposals were approved by the 88th Ordinary General Meeting of Shareholders of Honda Motor Company Co., Ltd. held on June 21, 2012.
Honda Motor Company Co., Ltd. is filing this Notice since on June 25, 2012 it has submitted with the relevant Japanese authority an Extraordinary Report (the “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 concerning Disclosure of Corporate Affairs, etc. to report on matters resolved and the results of voting at the General Shareholders’ Meeting of the Company.
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.
| HONDA GIKEN KOGYO KABUSHIKI KAISHA |
| (HONDA MOTOR CO., LTD.) |
| /s/ Fumihiko Ike |
| Fumihiko Ike |
| Senior Managing Officer and Director |
| Chief Financial Officer |
| Honda Motor Co., Ltd. |
Date: July 10, 2012
Honda Begins Construction of New Auto Plant in Indonesia
In Jakarta, on June 4, 2012, P.T. Honda Prospect Motor (HPM), Honda’s automobile manufacturing and sales joint venture in Indonesia, held a groundbreaking ceremony to mark the start of the construction of its new automobile production plant in Karawang Industrial Park in a suburb of Jakarta.
With annual production capacity of 120,000 units, the new auto plant is scheduled to begin production in 2014 in order to continue meeting demands in the rapidly growing automobile market in Indonesia.
The new plant, an investment of approximately 3.1 trillion Indonesian rupiah (approximately 27 billion yen*), will employ approximately 2,000 associates at the start of production. Combined with the current capacity of 60,000 units, HPM’s annual production capacity will total 180,000 units.
| * | Calculated with the exchange rate of 1 Indonesian rupiah = 0.0088 yen |
For details, please refer to the website of Honda Motor Co., Ltd.
http://world.honda.com/news/2012/c120604New-Auto-Plant-Indonesia/index.html
June 21, 2012
To our shareholders,
Notice of Resolutions passed by
the 88th Ordinary General Meeting of Shareholders
We hereby notify you that after the reports described below were heard, all the proposals were approved as briefly described below by the 88th Ordinary General Meeting of Shareholders of the Company held today.
Yours sincerely,
Takanobu Ito
President and
Representative Director
Honda Motor Co., Ltd.
1-1, Minami-Aoyama 2-chome,
Minato-ku
Tokyo
Particulars
Matters reported:
| 1. | The Business Report, consolidated financial statements and unconsolidated financial statements for the 88th Fiscal Year (from April 1, 2011 to March 31, 2012) |
| 2. | The results of the audit of the consolidated financial statements for the 88th Fiscal Year (from April 1, 2011 to March 31, 2012) by the independent auditors and the Board of Corporate Auditors |
Matters resolved:
FIRST ITEM: Distribution of Dividends
The proposal was approved in its original form, and the year-end dividend for the fiscal year under review will be ¥15 per share.
SECOND ITEM: Partial Amendment to the Articles of Incorporation
The proposal was approved in its original form, and the contents of the amendments are as follows:
| Before Amendment |
After Amendment | |
| Chapter IV. Directors and Board of Directors | Chapter IV. Directors and Board of Directors | |
| [Newly established] | (Exemption of Directors’ Liabilities, etc.) | |
| Article 28. Pursuant to the provisions of Article 426, Paragraph 1 of the Company Law, the Company can, by a resolution of the Board of Directors, exempt Directors (including former Directors) that are set forth in Article 423, Paragraph 1 of the Company Law, from liability for damages to the extent permitted by laws and regulations.
Pursuant to the provisions of Article 427, Paragraph 1 of the Company Law, the Company may execute agreements with Outside Directors which limit the liability for damages of such Outside Directors that is set forth in Article 423, Paragraph 1 of the Company Law; provided, however, that the maximum amount of the liability under such agreements shall be the minimum liability amount prescribed by the relevant laws or regulations. | ||
| Chapter V. Corporate Auditors and Board of Corporate Auditors | Chapter V. Corporate Auditors and Board of Corporate Auditors | |
| Article 28. | Article 29. | |
| | [Provisions omitted] |
| [Same as at present] | |
| Article 33. | Article 34. | |
| [Newly established] | (Exemption of Corporate Auditors’ Liabilities, etc.)
Article 35. Pursuant to the provisions of Article 426, Paragraph 1 of the Company Law, the Company can, by a resolution of the Board of Directors, exempt Corporate Auditors (including former Corporate Auditors) that are set forth in Article 423, Paragraph 1 of the Company Law, from liability for damages to the extent permitted by laws and regulations.
Pursuant to the provisions of Article 427, Paragraph 1 of the Company Law, the Company may execute agreements with Outside Corporate Auditors which limit the liability for damages of such Outside Corporate Auditors that is set forth in Article 423, Paragraph 1 of the Company Law; provided, however, that the maximum amount of the liability under such agreements shall be the minimum liability amount prescribed by the relevant laws or regulations. | |
| Chapter VI. Accounts | Chapter VI. Accounts | |
| Article 34. | Article 36. | |
| | [Provisions omitted] |
| [Same as at present] | |
| Article 37. | Article 39. | |
| * | The underlines indicate the portions amended. |
THIRD ITEM: Election of Twelve (12) Directors
The proposal was approved in its original form, and 9 directors were re-elected: Takanobu Ito, Tatsuhiro Oyama, Fumihiko Ike, Tomohiko Kawanabe, Yoshiharu Yamamoto, Kensaku Hogen, Nobuo Kuroyanagi, Takeo Fukui, Masahiro Yoshida. Three directors were newly elected: Tetsuo Iwamura, Takashi Yamamoto, Yuji Shiga. They have all assumed their posts.
FOURTH ITEM: Election of Two (2) Corporate Auditors
The proposal was approved in its original form, and two corporate auditors, Masaya Yamashita and Toshiaki Hiwatari, were newly elected. They have all assumed their posts.
*****************************
At the meeting of the Board of Directors following the Ordinary General Meeting of Shareholders, Representative Directors and directors with executive powers were elected, and they have assumed their posts.
As a result, the composition of the directors of the Company is as follows:
President, Chief Executive Officer and
Representative Director
Takanobu Ito
Chief Operating Officer for Automobile Operations
Executive Vice President,
Executive Officer and Representative Director
Tetsuo Iwamura
Chief Operating Officer for Regional Operations (North America)
President and Director of Honda North America, Inc.
President and Director of American Honda Motor Co., Inc.
Senior Managing Officer and Director
Tatsuhiro Oyama
Chief Operating Officer for Motorcycle Operations
Chief Officer of Driving Safety Promotion Center
Senior Managing Officer and Director
Fumihiko Ike
Chief Operating Officer for Business Management Operations
Chief Operating Officer for IT Operations
Risk Management Officer
Responsible for Government & Industrial Affairs
Senior Managing Officer and Director
Tomohiko Kawanabe
Responsible for Quality, Certification and Regulation Compliance
Senior Managing Officer and Director
Takashi Yamamoto
Chief Operating Officer for Production Operations
General Manager of Automobile Production Planning Office in Production Operations
Senior Managing Officer and Director
Yoshiharu Yamamoto
President, Chief Executive Officer and Director of Honda R&D Co., Ltd.
Director
Kensaku Hogen
(Outside Director)
Director
Nobuo Kuroyanagi
(Outside Director)
Director and Advisor
Takeo Fukui
Operating Officer and Director
Masahiro Yoshida
Chief Operating Officer for Business Support Operations
Compliance Officer
Operating Officer and Director
Yuji Shiga
Chief Operating Officer for Power Product Operations
| (Note) |
| 1. | Kensaku Hogen and Nobuo Kuroyanagi are outside directors as provided for in Article 2, Item 15 of the Company Law. |
| 2. | Kensaku Hogen has been designated by the Company as an Independent Director as provided for in the rules of the Tokyo Stock Exchange and the Osaka Securities Exchange and registered with such Exchanges. |
Also, at the meeting of the Board of Corporate Auditors following the Ordinary General Meeting of Shareholders, full-time Corporate Auditors were elected, and they have assumed their posts.
As a result, the composition of the Corporate Auditors of the Company is as follows:
Corporate Auditor (full-time)
Masaya Yamashita
Corporate Auditor (full-time)
Hideki Okada
Corporate Auditor
Hirotake Abe
(Outside Corporate Auditor)
Corporate Auditor
Tomochika Iwashita
(Outside Corporate Auditor)
Corporate Auditor
Toshiaki Hiwatari
(Outside Corporate Auditor)
| (Note) |
| 1. | Corporate Auditors Hirotake Abe, Tomochika Iwashita and Toshiaki Hiwatari are outside corporate auditors as provided for in Article 2, Item 16 of the Company Law. |
| 2. | Each of Hirotake Abe and Toshiaki Hiwatari has been designated by the Company as Independent Auditor as provided for in the rules of the Tokyo Stock Exchange and the Osaka Securities Exchange and registered with such Exchanges. |
The Company has introduced an operating officer system to strengthen operations in regions and local workplaces and implement quick and appropriate decisions. At the meeting of the Board of Directors following the Ordinary General Meeting of Shareholders, operating officers were elected, and they have assumed their posts.
As a result, the composition of the operating officers of the Company is as follows:
President, Chief Executive Officer
Takanobu Ito
Chief Operating Officer for Automobile Operations
Executive Vice President and Executive Officer
Tetsuo Iwamura
Chief Operating Officer for Regional Operations (North America)
President and Director of Honda North America, Inc.
President and Director of American Honda Motor Co., Inc.
Senior Managing Officer
Tatsuhiro Oyama
Chief Operating Officer for Motorcycle Operations
Chief Officer of Driving Safety Promotion Center
Senior Managing Officer
Fumihiko Ike
Chief Operating Officer for Business Management Operations
Chief Operating Officer for IT Operations
Risk Management Officer
Responsible for Government & Industrial Affairs
Senior Managing Officer
Tomohiko Kawanabe
Responsible for Quality, Certification and Regulation Compliance
Senior Managing Officer
Takashi Yamamoto
Chief Operating Officer for Production Operations
General Manager of Automobile Production Planning Office in Production Operations
Senior Managing Officer
Hidenobu Iwata
President and Director of Honda of America Mfg., Inc.
Senior Managing Officer
Yoshiharu Yamamoto
President, Chief Executive Officer and Director of Honda R&D Co., Ltd.
Managing Officer
Manabu Nishimae
Chief Operating Officer for Regional Operations (Europe, the Middle &Near East and Africa)
President and Director of Honda Motor Europe Ltd.
Managing Officer
Koichi Fukuo
Executive in Charge of Business Unit No. 1, Automobile Operations
Managing Officer
Hiroshi Kobayashi
Chief Operating Officer for Regional Operations (Asia & Oceania)
President and Director of Asian Honda Motor Co., Ltd.
Managing Officer
Sho Minekawa
Chief Operating Officer for Regional Sales Operations (Japan)
Managing Officer
Toshihiko Nonaka
Responsible for Products, Automobile Operations
Executive Vice President and Director, Honda R&D Co., Ltd.
Managing Officer
Takuji Yamada
Executive Vice President and Director of American Honda Motor Co., Inc.
Managing Officer
Masahiro Takedagawa
Chief Operating Officer for Regional Operations (Latin America)
President and Director of Honda South America Ltda.
President and Director of Honda Automoveis do Brazil Ltda.
Managing Officer
Yoshiyuki Matsumoto
Executive in Charge of Business Unit No. 3, Automobile Operations
Managing Officer
Ko Katayama
General Manager of Saitama Factory of Production Operations
Operating Officer
Masahiro Yoshida
Chief Operating Officer for Business Support Operations
Compliance Officer
Operating Officer
Seiji Kuraishi
Chief Operating Officer for Regional Operations (China)
President of Honda Motor (China) Investment Co., Ltd.
Operating Officer
Katsushi Watanabe
General Manager of Kumamoto Factory of Production Operations
Operating Officer
Toshiaki Mikoshiba
President of Guangqi Honda Automobile Co., Ltd.
Operating Officer
Yoshi Yamane
General Manager of Suzuka Factory of Production Operations
Operating Officer
Takashi Sekiguchi
President and Director of Honda Canada Inc.
Operating Officer
Takahiro Hachigo
Executive Vice President and Director of Honda Motor Europe Ltd.
Operating Officer
Hiroshi Sasamoto
President, Chief Executive Officer and Director of Honda Engineering Co., Ltd.
Operating Officer
Hiroyuki Yamada
Chief Operating Officer for Customer Service Operations
Operating Officer
Chitoshi Yokota
Executive in Charge of Business Unit No. 2, Automobile Operations
Operating Officer
Michimasa Fujino
President and Director of Honda Aircraft Company, LLC.
Operating Officer
Soichiro Takizawa
Executive Vice President and Director of Honda Motor Europe Ltd.
President and Director of Honda of the U.K. Manufacturing Ltd.
Operating Officer
Yuji Shiga
Chief Operating Officer for Power Product Operations
Operating Officer
Kohei Takeuchi
General Manager of Accounting Division for Business Management Operations
Operating Officer
Naoto Matsui
Chief Operating Officer for Purchasing Operations
Operating Officer
Mitsugu Matsukawa
Executive Vice President of Honda Motor (China) Investment Co., Ltd.
Operating Officer
Shinji Aoyama
General Manager of Motorcycle Business Planning Office for Motorcycle Operations
| To: |
Shareholders of Honda Motor Co., Ltd. | |
| From: |
Honda Motor Co., Ltd. | |
| 1-1, Minami-Aoyama 2-chome, | ||
| Minato-ku, Tokyo, 107-8556 | ||
| Takanobu Ito | ||
| President and Representative Director |
Notice of Resolutions Passed by the 88th Ordinary General Meeting
of Shareholders and Results of Voting
Honda Motor Co., Ltd. (“the Company”) hereby notifies you that after the reports described below were heard, all the proposals were approved as briefly described below by the 88th Ordinary General Meeting of Shareholders of the Company held on June 21, 2012 (the “General Shareholders’ Meeting”).
Particulars
| 1. | Reason for Filing |
The Company is filing this Notice since on June 25, 2012 it has submitted with the relevant Japanese authority an Extraordinary Report (the “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 concerning Disclosure of Corporate Affairs, etc. to report on matters resolved and the results of voting at the General Shareholders’ Meeting of the Company.
| 2. | Details of the Extraordinary Report |
| (1) | Date on which the General Shareholders’ Meeting was held: |
June 21, 2012
| (2) | Details of the matters resolved: |
First Item: Distribution of Dividends
| (i) | Conditions and Total Value of Dividend Assets Allocated to Shareholders |
| JPY 15 per share of common stock |
| Total value of JPY 27,034,493,385 |
| (ii) | Effective Date of Distribution of Dividends |
| June 22, 2012 |
Second Item: Partial Amendment to the Articles of Incorporation
In order to prepare an environment in which Directors and Corporate Auditors will be able to fully exercise their expected roles and suitable personnel will be able to be invited, new articles were created to permit the Company to (i) exempt Directors and Corporate Auditors from liability within the extent prescribed under the Company Law (ii) enter into agreements which limit the liability of Outside Directors and Outside Corporate Auditors from the beginning. At the same time, the article numbers of subsequent articles were renumbered as necessary.
Third Item: Election of Twelve (12) Directors
Nine (9) directors, namely Takanobu Ito, Tatsuhiro Oyama, Fumihiko Ike, Tomohiko Kawanabe, Yoshiharu Yamamoto, Kensaku Hogen, Nobuo Kuroyanagi, Takeo Fukui and Masahiro Yoshida, were re-elected. Three (3) directors, Tetsuo Iwamura, Takashi Yamamoto and Yuji Shiga, were newly elected.
Fourth Item: Election of Two (2) Corporate Auditors
Two (2) corporate auditors, Masaya Yamashita and Toshiaki Hiwatari, were newly elected.
| (3) | Number of affirmative votes, negative votes and abstentions in respect of the matters for resolution described above, results of voting and requirements for the approval of such matters for resolution: |
| Proposals |
Number of affirmative votes |
Number of negative votes |
Number of abstentions |
Ratio of affirmative votes (%) |
Approved/ disapproved |
|||||||||||||||
| First Item |
14,382,867 | 4,143 | 7,752 | 97.48 | Approved | |||||||||||||||
| Second Item |
14,059,187 | 303,945 | 31,980 | 95.28 | Approved | |||||||||||||||
| Third Item |
||||||||||||||||||||
| Takanobu Ito |
13,759,666 | 596,780 | 38,681 | 93.25 | Approved | |||||||||||||||
| Tetsuo Iwamura |
14,181,870 | 197,970 | 15,293 | 96.11 | Approved | |||||||||||||||
| Tatsuhiro Oyama |
14,093,071 | 286,769 | 15,293 | 95.51 | Approved | |||||||||||||||
| Fumihiko Ike |
14,093,370 | 286,471 | 15,293 | 95.51 | Approved | |||||||||||||||
| Tomohiko Kawanabe |
14,208,730 | 171,110 | 15,293 | 96.29 | Approved | |||||||||||||||
| Takashi Yamamoto |
14,181,903 | 197,937 | 15,293 | 96.11 | Approved | |||||||||||||||
| Yoshiharu Yamamoto |
14,208,598 | 171,242 | 15,293 | 96.29 | Approved | |||||||||||||||
| Kensaku Hogen |
14,227,801 | 159,087 | 8,247 | 96.42 | Approved | |||||||||||||||
| Nobuo Kuroyanagi |
13,406,174 | 973,665 | 15,293 | 90.86 | Approved | |||||||||||||||
| Takeo Fukui |
14,093,409 | 286,431 | 15,293 | 95.51 | Approved | |||||||||||||||
| Masahiro Yoshida |
14,208,342 | 171,499 | 15,293 | 96.29 | Approved | |||||||||||||||
| Yuji Shiga |
14,181,756 | 198,084 | 15,293 | 96.11 | Approved | |||||||||||||||
| Fourth Item |
||||||||||||||||||||
| Masaya Yamashita |
13,822,068 | 564,709 | 8,213 | 93.68 | Approved | |||||||||||||||
| Toshiaki Hiwatari |
14,352,559 | 34,754 | 7,689 | 97.27 | Approved | |||||||||||||||
Notes:
| (i) | The requirements for approval of each matter for resolution are as follows: |
| - | For the First Item of the proposals, a majority vote of the shareholders entitled to vote and present at the General Shareholders’ Meeting |
| - | For the Second Item of the proposals, 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 entitled to vote |
| - | For the Third and Fourth Items of the proposals, 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 entitled to vote |
| (ii) | The ratio of affirmative votes is the ratio of the aggregate of the number of voting rights exercised prior to the General Shareholders’ Meeting and the number of votes by the shareholders present at the General Shareholders’ Meeting, through which approval was able to be ascertained for each of the proposals, against the aggregate of the number of voting rights exercised prior to the General Shareholders’ Meeting and the number of voting rights of all the shareholders present at the General Shareholders’ Meeting. |
| (4) | Reasons for not including certain number of votes by shareholders present at the meeting in the number of votes mentioned above |
The aggregate number of (a) the voting rights exercised prior to the General Shareholders’ Meeting and (b) the votes by shareholders present at the General Shareholders’ Meeting, through which approval or disapproval was able to be ascertained for each of the proposals, was sufficient to meet the approval requirements and therefore the matters were duly resolved under the Company Law. Accordingly, the number of votes by the shareholders present at the General Shareholders’ Meeting, but for which approval, disapproval or abstention for each proposal could not be confirmed, were not included in the numbers of affirmative votes/negative votes/abstentions mentioned in paragraph (3) above.