Table of Contents
FORM 6-K
U.S. 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
Commission File Number: 1-15270
For the month of October 2011
NOMURA HOLDINGS, INC.
(Translation of registrant’s name into English)
9-1, Nihonbashi 1-chome
Chuo-ku, Tokyo 103-8645
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 X 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):
Table of Contents
Information furnished on this form:
EXHIBIT
Exhibit Number
| 1. | Nomura Finalizes Details of Stock Options |
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.
| NOMURA HOLDINGS, INC. | ||||
| Date: October 31, 2011 | By: | /s/ Shinji Iwai | ||
| Shinji Iwai | ||||
| Senior Managing Director | ||||
Table of Contents
Nomura Finalizes Details of Stock Options
Tokyo, October 31, 2011—Nomura Holdings, Inc. (the “Company”) today announced that its Executive Management Board1 has finalized the details of the issuance of stock acquisition rights as outlined below.
| 1. | Stock Acquisition Rights to be Issued |
| 1.1 | Stock Acquisition Rights No. 43 (for directors and employees of subsidiaries of the Company)2 |
| 2. | Reasons for Issuance of Stock Acquisition Rights as Stock Options |
The exercise price of the stock acquisition rights (“Exercise Price”) shall be determined based on the market price of the Company’s common stock at the time the Stock Acquisition Rights are granted. Stock Acquisition Rights No. 43 are tax-qualified in Japan.
The Stock Acquisition Rights are to be issued to directors and employees of subsidiaries of the Company and are expected to have the following benefits by restricting the exercise of the rights for two years after being granted.
| 1. | Retain talented personnel for longer terms by introducing deferred payment rather than paying compensation entirely in cash. |
| 2. | Align the interests of directors and employees of subsidiaries of the Company with those of shareholders by reflecting changes in shareholder value in compensation packages. |
| 3. | Number of Stock Acquisition Rights Grants and Grantees |
| No. 43 Stock Acquisition Rights |
Directors and Employees of the Company’s Subsidiaries | |||||||||||
| Number of Grantees |
Number of Stock Acquisition Rights |
Shares of Common Stock Under Stock Acquisition Rights |
||||||||||
| 1,138 | 28,580 | * | 2,858,000 | |||||||||
| * | Number of grants per person is between 10 and 100 |
The above figures for the number of stock acquisition rights are the projected numbers to be granted. Should the number decrease due to grantees not applying or other reasons, the revised number of Stock Acquisition Rights will be issued.
| 1 | The Executive Management Board consists of the Group CEO, Group COO, Business Division CEOs and any other executive managing directors nominated by the Group CEO, and via Board of Directors resolutions decides important business matters including the issuance of stock acquisition rights. |
| 2 | Stock Acquisition Rights No. 43 will be issued as stock options in accordance with Articles 236, 238 and 240 of the Companies Act of Japan. |
Table of Contents
| 4. | Summary of Stock Acquisition Rights |
| No. 43 | ||||
| 1. | Grantees | Total of 1,138 directors and employees of subsidiaries of the Company | ||
| 2. | Total Number of Stock Acquisition Rights | 28,580 | ||
| 3. | Value of Assets to be Rendered upon the Exercise of Stock Acquisition Rights, or the Method for Calculating Such Value | The product of (i) the higher price of either the average of the daily closing prices of the common stock of the Company in regular transactions at the Tokyo Stock Exchange during October 2011 (excluding dates on which no trade is made) or the closing price on the date of granting (if there is no closing price on the grant date, the most recent closing price prior to the grant date shall apply), and (ii) 1.05. Any fraction less than one (1) yen shall be rounded up to the nearest yen. | ||
| 4. | Type and Number of Shares Under a Stock Acquisition Right | The number of shares under a Stock Acquisition Right shall be 100 shares of common stock of the Company. Should events separately prescribed by the Company occur, the number of stocks granted under a Stock Acquisition Right will be adjusted according to a method separately prescribed by the Company. | ||
| 5. | Paid-in Amount for Stock Acquisition Rights, or the Method for Calculating Such Value | No payment shall be required for Stock Acquisition Rights. | ||
| 6. | Period for the Exercise of Stock Acquisition Rights | November 16, 2013 to November 15, 2018 | ||
| 7. | Conditions for the Exercise of Stock Acquisition Rights | 1. No Stock Acquisition Right may be exercised partially. 2. The Grantee must maintain a position as an executive or employee of the Company or a subsidiary of the Company during the period between the granting of the Stock Acquisition Right and the commencement of the exercise period. Except in the event of certain circumstances prescribed separately, such as mandatory retirement, Stock Acquisition Rights will be extinguished if the Grantee loses their position as an executive or employee of the Company or a subsidiary of the Company before the commencement of the exercise period. 3. There must be no grounds for dismissal of the Grantee by suggestion or disciplinary procedures at the time of Exercise in accordance with the Employment Regulations of the Company or the Company’s subsidiaries. |
Table of Contents
| 8. | Matters with regard to Capital Stock and Capital Reserve to be Increased in the Event of the Issuance of Shares upon the Exercise of the Stock Acquisition Right | 1. Capital Stock to be Increased Half of the amount of the maximum limit on an increase of capital stock, etc. calculated in accordance with Article 17, Paragraph 1 of the Corporate Calculation Regulations, and any fraction of less than one yen resulting from the calculation shall be rounded up to the nearest yen. 2. Capital Reserve to be Increased Amount of the maximum limit of increase of capital stock, etc. less the amount of capital stock to be increased. | ||
| 9. | Events for the Acquisition of Stock Acquisition Rights by the Company | In the event that all shares of the Company’s common stock are transferred to a party other than the Company or the meeting of the Company’s shareholders approves a merger agreement or a share exchange agreement where the Company is a party, the Company may acquire Stock Acquisition Rights on a day separately determined by the Board of Directors of the Company or an executive officer designated by resolution of the Board of Directors. | ||
| 10. | Restriction of Acquisition of Stock Acquisition Rights by Assignment | Any assignment of Stock Acquisition Rights shall be subject to approval by resolution adopted by the Board of Directors of the Company. | ||
| 11. | Treatment of Stock Acquisition Rights under Organizational Restructuring | The same shall apply as described in 9. | ||
| 12. | Grant Date of Stock Acquisition Rights | November 16, 2011 | ||
| 13. | Stock Acquisition Rights Certificate | The Company shall not issue any Stock Acquisition Rights certificate. |
|
|
ends |
|
For further information please contact:
| Name |
Company |
Telephone | ||
| Joey Wu | Nomura Holdings, Inc. | 81-3-3278-0591 | ||
| Keiko Sugai | Group Corporate Communications Dept. | |||
Nomura
Nomura is a leading financial services group and the preeminent Asian-based investment bank with worldwide reach. Nomura provides a broad range of innovative solutions tailored to the specific requirements of individual, institutional, corporate and government clients through an international network in over 30 countries. Based in Tokyo and with regional headquarters in Hong Kong, London, and New York, Nomura employs over 27,000 staff worldwide. Nomura’s unique understanding of Asia enables the company to make a difference for clients through three business divisions: retail, asset management, and wholesale (global markets and investment banking). For further information about Nomura, please visit www.nomura.com.