Tdk Corp - Report of Foreign Issuer (6-K)
June 27 2008 - 6:03AM
Edgar (US Regulatory)
Commission File No. 1-08346
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 2008
TDK CORPORATION
(Translation of registrants name into English)
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8272, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Form 20-F
þ
Form 40-F
o
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
o
No
þ
If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82-
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.
TDK Corporation
(Registrant)
June 27, 2008
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BY:
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/s/ Isao Ishizaka
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Isao Ishizaka
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General Manager
General Affairs Department
Administration Group
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[Translation]
Securities Code No. 6762
To: Shareholders
June 27, 2008
TDK Corporation (the Company)
13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo
Hajime Sawabe
Chairman
& Representative Director
NOTICE OF RESOLUTIONS OF
THE 112TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Madams/Sirs:
You are hereby notified that the following matters were reported and resolved upon at the
112th Ordinary General Meeting of Shareholders held today.
Particulars
Matters Reported
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1.
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Report on Business Report and Consolidated Financial Statements for the 112th
Business Year (from April 1, 2007 to March 31, 2008), and Report on Audit Results of
Consolidated Financial Statements for the 112th Business Year by the Accounting Auditor
and the Board of Company Auditors;
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The contents of the Business Report, Consolidated Financial Statements and the
Audit Results stated above were reported.
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2.
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Report on Non-Consolidated Financial Statements for the 112th Business Year
(from April 1, 2007 to March 31, 2008).
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The contents of Non-Consolidated Financial Statements stated above were reported.
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Matters Resolved
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First Item:
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Appropriation of Retained Earnings
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This proposal was approved and resolved as originally proposed. It was decided that the year-end dividend is ¥70
per share (including the interim dividend, the total dividend is ¥130 per share).
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-1-
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Second Item:
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Issuance of Stock Acquisition Rights as Stock Option Scheme for Stock Compensation-Type Plan for Corporate Officers
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This proposal was approved and resolved as originally proposed. The Company can issue stock acquisition rights
with a maximum of 15,600 shares of common stock of the Company to Corporate Officers of the Company as a stock
option scheme for a stock-linked compensation plan, pursuant to the provisions of Articles 236, 238 and 239 of the
Companies Act of Japan.
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Third Item:
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Issuance of Stock Acquisition Rights as Stock Option Scheme for key employees of the Company and for TDK Group
directors and key employees
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This proposal was approved and resolved as originally proposed. The Company can issue stock acquisition rights
with a maximum of 130,000 shares of common stock of the Company to key employees of the Company, and directors and
key employees of group companies as a stock option scheme for a stock-linked compensation plan, pursuant to the
provisions of Articles 236, 238 and 239 of the Companies Act of Japan.
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Fourth Item:
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Election of seven (7) Directors
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This proposal was approved and resolved as originally proposed. Each of Messrs. Hajime Sawabe, Takehiro Kamigama,
Seiji Enami, Shinji Yoko, Yasuhiro Hagihara and Minoru Takahashi was re-elected and re-assumed the office of
Director. Mr. Kenichi Mori was newly elected and assumed the office of Director.
Messrs. Yasuhiro Hagihara and Kenichi Mori are outside Directors.
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Fifth Item:
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Provision of Bonus to Directors as a Group
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This proposal was approved and resolved as originally proposed. The Company will pay a directors bonus in the
aggregate amount of ¥166,420 thousand to seven (7) Directors except one (1) outside Director.
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Sixth Item:
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Presentation of Retirement Allowance to the Retiring Director
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This proposal was approved and resolved as originally proposed. The Company will pay a retirement allowance to
Mr. Jiro Iwasaki, who will retire as Director upon the expiration of his term of office, in appreciation for his
meritorious services to the Company, in a reasonable amount based on the specified standards of the Company. The
amount, the date of presentation and procedures will be delegated to the Board of Directors .
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After the closing of this Ordinary General Meeting of Shareholders, Messrs. Hajime Sawabe and
Takehiro Kamigama were respectively elected and assumed the office of Chairman and Representative
Director, and President and Representative Director upon resolution of the Board of Directors held
on the same day.
After the closing of this Ordinary General Meeting of Shareholders, Messrs. Noboru Hara and
Masaaki Miyoshi were respectively elected and assumed the office of Full-time Company Auditors upon
resolution of the Board of Company Auditors held on the same day.
Payment of Dividends
With respect to the payment of the year-end dividends pursuant to the resolution of the 112th
Ordinary General Meeting of Shareholders, please receive the dividends at the Japan Post Bank etc.
by filling in the notice of payment by postal transfer enclosed herewith and affixing your
registered seals thereto.
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1.
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Date of Payment:
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from June 30, 2008 (Monday)
to July 31, 2008 (Thursday) (Japan time)
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2.
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Year-end Dividend:
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¥70 per share
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3.
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Payment Handling Office:
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Headquarter and branch offices of Japan
Post Bank, and Japan Post Office in
Japan (representative companies of bank)
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For the shareholders who have requested transfer to the respective bank accounts, the
statement of dividends and the confirmation of designated bank accounts are enclosed herewith. We
kindly request you to check the matters stated therein.
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