Amended Report of Foreign Issuer (6-k/a)
November 13 2017 - 8:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
6-K/A
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2017
Commission File Number:
000-53445
KB Financial Group Inc.
(Translation of registrants name into English)
84,
Namdaemoon-ro, Jung-gu, Seoul 04534, Korea
(Address of principal executive office)
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): ☐
Note
: Regulation
S-T
Rule 101(b)(1) only permits the submission in paper of a Form
6-K
if submitted solely to provide an attached annual report to security holders.
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): ☐
Note
: Regulation
S-T
Rule 101(b)(7) only permits the submission in paper of a Form
6-K
if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required
to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form
6-K
submission or other Commission filing on EDGAR.
EXPLANATORY NOTE
This Report of Foreign Private Issuer on Form
6-K/A
(this Amended Report) is furnished to amend the Report
of Foreign Private Issuer furnished to the Securities and Exchange Commission on October 31, 2017 under the title Notice regarding the Convocation of Extraordinary General Meeting of Shareholders (the Original Report)
solely to correct a date appearing therein. This Amended Report amends the Original Report to change the expiration date of the term of office for Mr. Yin Hur, our nominee for
non-standing
director, from
the date of the 11th annual general meeting of shareholders, which is expected to be held in March 2019, to the date of
the 12th annual general meeting of shareholder
s
, which
is
expected to be held in March 2020
,
under Agendum 2. Appointment of a
non-standing
director of Details of the Agenda for Extraordinary General Meeting of Shareholders of the Original Report. No other change to the
Original Report is made by this Amended Report.
The entirety of the Original Report, as amended by this Amended Report, is set forth below.
Notice regarding the Convocation of Extraordinary General Meeting of Shareholders
Meeting Description
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Date and Time:
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Monday, November 20, 2017, 10:00 A.M. local time
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Venue:
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Fourth Floor Auditorium, Kookmin Bank, 26,
Gukjegeumyung-ro
8-gil,
Yeongdeungpo-gu,
Seoul, Korea
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Agenda
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1)
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Appointment of an executive director
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-
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Executive director candidate: Mr. Jong Kyoo Yoon
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2)
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Appointment of a
non-standing
director
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-
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Non-standing
director candidate: Mr. Yin Hur
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3)
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Appointment of a
non-executive
director (proposed by the Labor Union of Kookmin Bank and others)*
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-
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Non-executive director candidate: Mr. Seung Soo Ha
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4)
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Amendment of the Articles of Incorporation (proposed by the Labor Union of Kookmin Bank and others)*
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*
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Shareholders proposal from the Labor Union of Kookmin Bank, a chapter of the Korean Financial Industry Union, and others
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Details of the Agenda for Extraordinary General Meeting of Shareholders
Agendum 1. Appointment of an executive director
Nominee for Executive Director
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Name
(Date of Birth)
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Main
Position
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Career
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Nominating
Entity
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Business
Transactions
with KB
Financial
Group
during the
last 3 years
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Term
of
Office
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Jong Kyoo Yoon
(Re-appointment)
(10/13/1955)
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Chairman & CEO, KB Financial Group
President & CEO, Kookmin Bank
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Chairman & CEO, KB Financial Group
President & CEO, Kookmin Bank
Deputy President,
Chief Financial Officer and Chief Risk Officer, KB Financial Group
Senior Advisor, Kim & Chang
Senior Executive
Vice President and Head of Retail Banking Group, Kookmin Bank
Senior Executive Vice President, Chief Financial Officer and Chief Strategy Officer,
Kookmin Bank
Senior Partner, Samil Accounting Corporation
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Board of Directors (Extended Corporate Governance Committee)
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None
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3 years
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Agendum 2. Appointment of a
non-standing
director
Nominee for
Non-standing
Director
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Name
(Date of Birth)
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Main
Position
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Career
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Nominating
Entity
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Business
Transactions
with KB
Financial
Group
during the
last 3 years
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Term of
Office
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Yin Hur
(New appointment)
(12/19/1961)
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Senior Executive Vice President, Sales Group, Kookmin
Bank
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Senior Executive Vice President, Sales Group, Kookmin Bank
Senior Managing
Director, Strategy & Finance Planning Group
Managing Director, Credit Analysis Division, Kookmin Bank
General Manager,
Samsung Town Corporate Banking Branch, Kookmin Bank
General Manager, Shinrim Nambu Branch, Kookmin Bank
General Manager,
Dongbu Corporate Banking Branch, Kookmin Bank
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Board of
Directors
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None
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2 years and
4 months*
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*
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The term of office of Mr. Yin Hur will expire on the date of 12th annual general meeting of shareholders, which is expected to be held in March 2020.
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Agendum 3. Appointment of a non-executive director (proposed by the Labor Union of Kookmin
Bank and others)
Nominee for Non-executive Director
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Name
(Date of Birth)
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Main Position
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Career
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Nominating
Entity
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Business
Transactions
with KB
Financial
Group during
the last 3
years
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Term of
Office
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Seung Soo Ha
(New appointment)
(12/13/1968)
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Lawyer
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Co-head,
Solidarity for
Proportional Democracy (Current)
Steering Committee Member, the Center for Freedom of Information and Transparent Society
(Current)
Director, Pressian Cooperative (Current)
Associate
professor, Jeju National University Law School
Head, the Center for Freedom of Information and Transparent Society
Lawyer, Certified
Public Accountant
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Shareholders Proposal (by the Labor Union of Kookmin Bank and others)
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None
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2 years
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Agendum 4. Amendment of the Articles of Incorporation (proposed by the Labor Union of
Kookmin Bank and others)
The following table sets forth a summary of the proposed amendments to the Articles of Incorporation:
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Current
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Proposed Amendment
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Reasons for
Amendment
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Article 48 (Committees)
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Article 48 (Committees)
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Shareholders
proposal
(by the Labor Union of Kookmin Bank and others)
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(1) (Omitted)
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(1) (Omitted)
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1. Risk Management Committee;
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1. Risk Management Committee;
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2. Evaluation and Compensation Committee;
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2. Evaluation and Compensation Committee;
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3. Non-executive
Director Nominating
Committee;
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3. Non-executive
Director Nominating
Committee;
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4. Audit Committee Member Nominating Committee;
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4. Audit Committee Member Nominating Committee;
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5. Corporate Governance Committee; and
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5. Corporate Governance Committee; and
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6. Audit Committee
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6. Audit Committee
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(2) (Omitted)
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(2) (Omitted)
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(3) (Omitted)
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(3) (Omitted)
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(4) (Newly added)
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(4) The chief executive officer shall not be a member of the committees set forth in
paragraph (1) above and the chairperson of each committee set forth in Items 3 to 5 of paragraph (1) above shall be the
non-executive
director who is the chairman of the board of directors.
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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.
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KB Financial Group Inc.
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(Registrant)
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Date: November 10, 2017
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By: /s/ Jae Keun Lee
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(Signature)
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Name:
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Jae Keun Lee
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Title:
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Managing Director and Chief Financial Officer
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