[6-K] Nomura Holdings, Inc Current Report (Foreign Issuer)

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.

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 Mosser, Takahisa Takahara, Miyuki Ishiguro, Masahiro Ishizuka, Taku Oshima and Nellie Liang

<Shareholder Proposal>

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

(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

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:

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.

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 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.

FAQ

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.