[6-K] Mizuho Financial Group, Inc. American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Mizuho Financial Group held its 23rd Ordinary General Meeting of Shareholders on June 24, 2025, with significant voting results on key proposals:

Company Proposal Results:

• All 14 nominated directors were successfully elected with approval rates ranging from 73% to 99%
• Highest approval: Yuki Ikuno (99%)
• Lowest approval: Takakazu Uchida (73%)

Shareholder Proposals Rejected:

• Proposal for financial risk audit disclosure by Audit & Supervisory Board (11% approval)
• Proposal for disclosure of client climate change transition plans (10% approval)

The voting results demonstrate strong shareholder support for the board nominees while indicating limited appetite for enhanced disclosure proposals related to risk audits and climate change assessments. The meeting achieved required quorum with more than one-third of eligible voting rights represented.

Positive

• Strong shareholder support for board appointments with most directors receiving >90% approval rates, indicating strong governance confidence
• High approval rates (97-99%) for key executives including Yuki Ikuno, Masahiko Tezuka, and Takefumi Yonezawa (Group CFO) suggesting strong leadership confidence
• Successful renewal of the board with all 14 director nominees approved, maintaining leadership stability

Negative

• Lower approval rates for some key executives: CEO Masahiro Kihara (82%) and Takakazu Uchida (73%) indicating some shareholder concerns
• Rejection of shareholder proposals for enhanced climate risk disclosure and financial risk audit transparency, potentially indicating resistance to increased environmental and risk oversight
• Significant opposition to certain board members with Takakazu Uchida receiving over 4.5 million disapproval votes, suggesting governance concerns

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2025

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-5, Otemachi 1-chome

Chiyoda-ku, Tokyo 100-8176

Japan

(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 ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-282497) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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.

Date: June 27, 2025
Mizuho Financial Group, Inc.
By:		/s/ Takefumi Yonezawa

Name:		Takefumi Yonezawa
Title:		Senior Managing Corporate Executive / Group CFO

June 27, 2025

To whom it may concern:

Mizuho Financial Group, Inc.

Filing of Extraordinary Report

Mizuho Financial Group, Inc. (“Mizuho Financial Group”) hereby announces that it filed today an extraordinary report concerning the results of the exercise of voting rights at the ordinary general meeting of shareholders of Mizuho Financial Group.

1. Reason for filing

Given that the proposals were adopted or rejected at the 23rd Ordinary General Meeting of Shareholders of Mizuho Financial Group held on June 24, 2025, Mizuho Financial Group filed the extraordinary report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs.

2. Description of report

(1) Date on which the ordinary general meeting of shareholders was held

June 24, 2025

(2) Matters to be resolved

		Company proposal
		Proposal 1:		Appointment of fourteen (14) directors
				It was proposed that Mr. Yoshimitsu Kobayashi, Mr. Takashi Tsukioka, Mr. Kotaro Ohno, Mr. Hiromichi Shinohara, Ms. Yumiko Noda, Mr. Takakazu Uchida, Mr. Masahiko Tezuka, Ms. Yuki Ikuno, Mr. Seiji Imai, Mr. Hisaaki Hirama, Mr. Masahiro Kihara, Mr. Hidekatsu Take, Mr. Mitsuhiro Kanazawa and Mr. Takefumi Yonezawa, fourteen (14) in total, be appointed to assume the office of director.
		Shareholder proposals
		Proposal 2:		Partial amendment to the Articles of Incorporation (Disclosure of financial risk audit by Audit & Supervisory Board)
		Proposal 3:		Partial amendment to the Articles of Incorporation (Disclosure of assessment of clients’ climate change transition plans)

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(3) Number of voting rights for approval, disapproval and abstention for the matters to be resolved, and the requirement for adoption and voting results thereof

Matters to be resolved		Number of approval (units)				Number of disapproval (units)				Number of abstention (units)				Approval rate (%)				Voting result
Proposal 1
Yoshimitsu Kobayashi			16,570,049				948,967				23,488				93				Adopted
Takashi Tsukioka			17,058,047				479,589				4,881				96				Adopted
Kotaro Ohno			17,178,634				359,002				4,881				97				Adopted
Hiromichi Shinohara			17,055,418				482,217				4,881				96				Adopted
Yumiko Noda			17,257,173				279,847				5,504				97				Adopted
Takakazu Uchida			12,944,616				4,592,385				5,504				73				Adopted
Masahiko Tezuka			17,443,144				94,501				4,881				98				Adopted
Yuki Ikuno			17,488,664				48,358				5,504				99				Adopted
Seiji Imai			14,747,762				2,789,849				4,881				83				Adopted
Hisaaki Hirama			15,878,330				1,659,295				4,881				89				Adopted
Masahiro Kihara			14,558,192				2,978,800				5,504				82				Adopted
Hidekatsu Take			17,011,118				526,507				4,881				96				Adopted
Mitsuhiro Kanazawa			17,244,698				292,939				4,881				97				Adopted
Takefumi Yonezawa			17,242,273				295,369				4,881				97				Adopted
Proposal 2			1,979,582				15,636,068				3,387				11				Rejected
Proposal 3			1,828,221				15,758,011				36,020				10				Rejected

Note: The requirement for adoption of the proposals is as follows:

• 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 the adoption of Proposal 1.

• 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 the adoption of Proposal 2 and Proposal 3.

(4) Reason for not counting a portion of the voting rights of the shareholders present at the ordinary general meeting of shareholders

Since the adoption or rejection of all the proposals was conclusively decided by the exercise of the voting rights prior to the date of this general meeting and the number of voting rights of shareholders in attendance at this general meeting, whose approval or disapproval Mizuho Financial Group was able to confirm, the number of voting rights for approval, disapproval and abstention shown in the above table does not include a portion of those of the shareholders present at the general meeting.

-End-

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FAQ

What were the voting results for MFG's director appointments in June 2025?

All 14 director appointments were adopted at MFG's 23rd Ordinary General Meeting. The approval rates ranged from 73% to 99%, with Yuki Ikuno receiving the highest approval at 99% and Takakazu Uchida receiving the lowest at 73%. Key executives like CEO Masahiro Kihara and CFO Takefumi Yonezawa were approved with 82% and 97% approval rates respectively.

Did shareholders approve MFG's climate change-related proposal in 2025?

No, Proposal 3 regarding the disclosure of assessment of clients' climate change transition plans was rejected. The proposal received only 10% approval (1,828,221 votes in favor) with 15,758,011 votes against and 36,020 abstentions.

Who are the new directors appointed to MFG's board in 2025?

The shareholders approved fourteen directors: Yoshimitsu Kobayashi, Takashi Tsukioka, Kotaro Ohno, Hiromichi Shinohara, Yumiko Noda, Takakazu Uchida, Masahiko Tezuka, Yuki Ikuno, Seiji Imai, Hisaaki Hirama, Masahiro Kihara, Hidekatsu Take, Mitsuhiro Kanazawa, and Takefumi Yonezawa. All appointments were adopted with approval rates ranging from 73% to 99%.

What was the outcome of MFG's financial risk audit disclosure proposal in 2025?

Proposal 2, which called for a partial amendment to the Articles of Incorporation regarding disclosure of financial risk audit by the Audit & Supervisory Board, was rejected. The proposal received only 11% approval (1,979,582 votes in favor) with 15,636,068 votes against and 3,387 abstentions.

When did MFG hold its 2025 shareholder meeting and what was the voting requirement?

MFG held its 23rd Ordinary General Meeting of Shareholders on June 24, 2025. For director appointments (Proposal 1), approval required a majority of voting rights from shareholders present holding at least one-third of total voting rights. For Proposals 2 and 3, approval required two-thirds of voting rights from shareholders present holding at least one-third of total voting rights.