Report of Foreign Issuer (6-k)
June 28 2018 - 6:43AM
Edgar (US Regulatory)
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 Registrants 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 Documents Filed
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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ORIX Corporation
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Date: June 28, 2018
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By
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/s/ Hitomaro Yano
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Hitomaro Yano
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Executive Officer
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ORIX Corporation
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June 28, 2018
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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 55
th
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)
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Date on which the Meeting was held
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June 26, 2018
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-
(3)
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Number of voting rights for Approval, Disapproval and Abstentions in the Matters to be Resolved, and the
requirements for Approval and voting results thereof
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Matters to be Resolved
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Number of
Approvals
(units)
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Number of
Disapprovals
(units)
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Number of
Abstentions
(units)
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Approval
Rate (%)
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Voting Result
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Proposal 1
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10,092,857
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3,794
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730
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99.84
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Approved
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Proposal 2
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Makoto Inoue
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9,995,197
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103,056
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730
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98.87
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Approved
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Yuichi Nishigori
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9,912,347
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82,547
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104,089
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98.05
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Approved
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Kiyoshi Fushitani
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9,897,064
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97,831
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104,089
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97.90
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Approved
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Stan Koyanagi
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9,911,824
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83,071
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104,089
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98.05
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Approved
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Shuji Irie
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9,912,169
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82,725
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104,089
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98.05
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Approved
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Hitomaro Yano
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9,912,503
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82,391
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104,089
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98.05
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Approved
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Eiko Tsujiyama
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9,968,516
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129,736
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730
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98.61
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Approved
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Robert Feldman
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10,054,766
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43,486
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730
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99.46
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Approved
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Takeshi Niinami
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9,982,579
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115,673
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730
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98.75
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Approved
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Nobuaki Usui
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10,018,982
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79,275
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730
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99.11
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Approved
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Ryuji Yasuda
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10,053,157
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45,093
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730
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99.44
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Approved
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Heizo Takenaka
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10,050,621
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47,633
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730
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99.42
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Approved
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(Notes) Approval requirements for the adoption of each proposal are as follows;
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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.
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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.
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(4)
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Reason for Not Counting a Portion of the Voting Rights of the Shareholders Present at the General Meeting of Shareholders
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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.
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. ORIXs 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 Companys 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.
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