Form 6-K
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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 June 2014

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):             

 

 

 

 

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Information furnished on this form:

EXHIBIT

 

Exhibit Number
1.    (English Translation) Extraordinary Report Pursuant to the Financial Instruments and Exchange Act

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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.

 

  NOMURA HOLDINGS, INC.
Date: June 26, 2014   By:  

/s/ Hajime Ikeda

    Hajime Ikeda
    Managing Director

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[Translation of the Extraordinary Report Filed with the Director General of the Kanto Finance Bureau on June 26, 2014]

 

1. Reason for Submission

Given that Resolutions were adopted at the 110th Annual General Meeting of Shareholders held on June 25, 2014, we hereby submit this Extraordinary Report under the provisions of 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.

 

2. Matters Reported

 

(1) Date on which meeting was held

June 25, 2014

 

(2) Proposal acted upon

Proposal: Appointment of 11 Directors

Nobuyuki Koga, Koji Nagai, Atsushi Yoshikawa, Hiroyuki Suzuki, David Benson, Masahiro Sakane, Takao Kusakari, Tsuguoki Fujinuma, Toshinori Kanemoto, Dame Clara Furse and Michael Lim Choo San

 

(3) Number of voting rights expressing an opinion for, against, or abstaining from, the proposal; requirements for the proposal to be approved; results of the resolutions

Proposal: Appointment of 11 Directors

 

Proposal

    For      Against      Abstain      Result of the Resolutions
            Approval Ratio (%)     Approved/Rejected

Nobuyuki Koga

      21,249,135         675,812         120,668         95.8 %    Approved

Koji Nagai

      21,746,998         177,888         120,729         98.0 %    Approved

Atsushi Yoshikawa

      21,746,782         178,064         120,770         98.0 %    Approved

Hiroyuki Suzuki

      21,732,779         192,043         120,793         97.9 %    Approved

David Benson

      21,736,610         188,278         120,727         98.0 %    Approved

Masahiro Sakane

      21,753,908         170,902         120,807         98.0 %    Approved

Takao Kusakari

      21,778,922         145,987         120,707         98.1 %    Approved

Tsuguoki Fujinuma

      16,920,385         5,004,536         120,689         76.2 %    Approved

Toshinori Kanemoto

      21,781,773         143,122         120,722         98.2 %    Approved

Dame Clara Furse

      21,789,233         135,655         120,729         98.2 %    Approved

Michael Lim Choo San

      21,788,889         135,883         120,845         98.2 %    Approved

Notes:

 

  1. The requirement for each resolution to be approved is as follows:

A vote in favor by a simple majority of the voting rights held by the shareholders present at a meeting attended by shareholders entitled to exercise voting rights holding in aggregate 1/3 or more of the total voting rights.

 

  2. The method for calculating the Approval Ratio is as follows:

This is the ratio of the total number of votes in favor exercised in advance by the day prior to the meeting and those exercised by the shareholders present at the meeting that the Company was able to confirm an opinion for, to the total number of voting rights of the shareholders present at the meeting (the portion of the voting rights that were exercised in advance by the day prior to the meeting, as well as those held by the shareholders present at the meeting).

 

(4) The reason why a part of the voting rights expressing an opinion for, against, or abstaining from, the proposal that were exercised by shareholders present at the meeting were not included in the calculation:

By calculating the total number of voting rights exercised in advance by the day prior to the meeting and those exercised by the shareholders present at the meeting that the Company was able to confirm an opinion for or against the proposal, it was evident that, in conformance with the Companies Act, the requirement for the Proposal to be approved had been satisfied and the resolutions were duly adopted. Therefore, the number of voting rights held by the shareholders present at the meeting, which the Company was not able to confirm an opinion for, against, or abstaining from the proposal, were not included in the calculation.

End.