Nomura Shareholders Re-Elect 12 Directors; Trade-Name Proposal Fails

Accepted by SEC EDGAR 06/25/2025 - 06:33 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Nomura Holdings, Inc. (NYSE: NMR) has filed a Form 6-K summarizing the outcomes of its 121st Annual General Meeting of Shareholders held on 24 June 2025.

• Proposal 1 – Election of 12 Directors: All management-nominated directors were elected. Support ranged from 82.5 % for Kentaro Okuda to 99.0 % for Patricia Mosser, well above the simple-majority requirement.
• Proposal 2 – Shareholder amendment to change the trade name: Received only 4.4 % support, far below the two-thirds super-majority threshold, and was rejected.

The company explained that only votes for which explicit opinions could be confirmed were counted; unconfirmed ballots were excluded because the outcomes were already decisive. No financial data, operational updates, or strategic transactions were included in this filing, indicating that the report is limited to routine corporate-governance disclosures.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; board slate re-elected with high support, shareholder trade-name change overwhelmingly rejected; governance status quo maintained, little near-term investor impact.

All 12 directors secured comfortable majorities, signalling continued investor confidence in existing leadership. The narrowest margin (82.5 % for Okuda) still exceeded the simple-majority requirement, while most other nominees surpassed 95 %. The shareholder-sponsored trade-name amendment garnered just 4.4 %, reflecting minimal backing and effectively affirming management’s strategy to retain the Nomura brand. Because no compensation changes, strategic initiatives, or financial metrics were disclosed, the filing is unlikely to affect valuation or credit outlook. Overall, the event is procedural and should be viewed as neutral from an investment perspective.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When did Nomura Holdings (NMR) hold its 121st Annual General Meeting?

24 June 2025.

How many directors were elected at Nomura’s 2025 AGM?

Shareholders approved 12 directors as part of Proposal 1.

What was the lowest approval ratio among the director nominees?

Kentaro Okuda received the lowest support at 82.5 %.

Did the shareholder proposal to change Nomura’s trade name pass?

No. It received 4.4 % support, well below the required two-thirds majority, and was rejected.

What voting threshold was needed for the shareholder proposal (Proposal 2)?

A two-thirds majority of votes cast by shareholders present or voting in advance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 2025

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

13-1, 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):     

 

 

 

Information furnished on this form:

EXHIBIT

 

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

 

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 25, 2025	 	By:	 	/s/ Yoshifumi Kishida
	 		 	Yoshifumi Kishida
	 		 	Senior Managing Director

[Translation of the Extraordinary Report Filed with the Director General of the Kanto Finance Bureau on June 25, 2025]

 

1. Reason for Submission

Given that Resolutions were adopted at the 121st Annual General Meeting of Shareholders held on June 24, 2025, 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 24, 2025

 

(2) Proposals acted upon

<Company Proposal>

Proposal 1: Appointment of 12 Directors

Koji Nagai, Kentaro Okuda, Yutaka Nakajima, Shoji Ogawa, Victor Chu, J. Christopher Giancarlo, Patricia&nbsp;Mosser, Takahisa Takahara, Miyuki&nbsp;Ishiguro, Masahiro Ishizuka, Taku Oshima and Nellie Liang

<Shareholder Proposal>

Proposal 2: Partial Amendment to the Articles of Incorporation (change of the trade name)

&nbsp;

(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

&nbsp;

Proposals

  

For

 

  

Against

 

  

Abstain

 

  

Result of the Resolutions

  

Approval Ratio (%)

 

 

Approved/Rejected

Proposal 1

  

  

  

  

 

Koji Nagai

  

 

18,527,410

 

  

 

3,347,231

 

  

 

94

 

  

 

84.4

% 

 

Approved

Kentaro Okuda

  

 

18,109,682

 

  

 

3,764,948

 

  

 

94

 

  

 

82.5

% 

 

Approved

Yutaka Nakajima

  

 

21,046,342

 

  

 

828,303

 

  

 

94

 

  

 

95.8

% 

 

Approved

Shoji Ogawa

  

 

20,857,642

 

  

 

1,016,996

 

  

 

94

 

  

 

95.0

% 

 

Approved

Victor Chu

  

 

21,683,253

 

  

 

191,387

 

  

 

94

 

  

 

98.7

% 

 

Approved

J. Christopher Giancarlo

  

 

21,702,859

 

  

 

171,785

 

  

 

94

 

  

 

98.8

% 

 

Approved

Patricia Mosser

  

 

21,730,061

 

  

 

144,583

 

  

 

94

 

  

 

99.0

% 

 

Approved

Takahisa Takahara

  

 

20,170,383

 

  

 

1,704,249

 

  

 

94

 

  

 

91.9

% 

 

Approved

Miyuki Ishiguro

  

 

21,526,997

 

  

 

347,645

 

  

 

94

 

  

 

98.0

% 

 

Approved

Masahiro Ishizuka

  

 

21,677,779

 

  

 

196,865

 

  

 

94

 

  

 

98.7

% 

 

Approved

Taku Oshima

  

 

21,192,537

 

  

 

672,964

 

  

 

9,216

 

  

 

96.5

% 

 

Approved

Nellie Liang

  

 

21,726,251

 

  

 

148,380

 

  

 

94

 

  

 

98.9

% 

 

Approved

Proposal 2

  

 

973,610

 

  

 

20,886,738

 

  

 

12,888

 

  

 

4.4

% 

 

Rejected

Notes:

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

Proposal 1: 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.

Proposal 2: a vote in favor by 2/3 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.

&nbsp;

&nbsp; 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).

&nbsp;

(4) The reason why a part of the voting rights expressing an opinion for, against, or abstaining from, the proposals 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 proposals, it was evident that, in conformance with the Companies Act, the requirement for the Proposals 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 proposals, were not included in the calculation.

End.