Nomura Holdings (NMR) wins strong shareholder support for 11 directors

Rhea-AI Filing Summary

Nomura Holdings, Inc. reports that shareholders at its 122nd Annual General Meeting on June 23, 2026 approved the appointment of 11 directors. Each nominee, including Koji Nagai and Kentaro Okuda, received high support, with approval ratios ranging from about 90% to 98% of voting rights present.

The company explains that proposals require a simple majority of voting rights at a meeting where at least one-third of total voting rights are represented. Votes cast in advance and at the meeting, where an opinion could be confirmed, were counted to determine that all director appointments met the legal requirements and were duly adopted.

Key Figures

Directors appointed: 11 directors Koji Nagai approval ratio: 97.1% Kentaro Okuda approval ratio: 97.1% +5 more

8 metrics

Directors appointed 11 directors Approved at the 122nd Annual General Meeting on June 23, 2026

Koji Nagai approval ratio 97.1% Director election approval ratio at the 122nd Annual General Meeting

Kentaro Okuda approval ratio 97.1% Director election approval ratio at the 122nd Annual General Meeting

Yutaka Nakajima approval ratio 97.3% Director election approval ratio at the 122nd Annual General Meeting

Shoji Ogawa approval ratio 94.0% Director election approval ratio at the 122nd Annual General Meeting

Takahisa Takahara approval ratio 90.4% Lowest listed approval ratio among elected directors

Quorum requirement 1/3 of total voting rights Minimum voting rights required to attend for resolutions to be valid

Meeting date June 23, 2026 Date of the 122nd Annual General Meeting of Shareholders

Key Terms

Extraordinary Report, Financial Instruments and Exchange Act, Cabinet Office Ordinance on Disclosure of Corporate Information, Companies Act, +1 more

5 terms

Extraordinary Report regulatory

"Translation of the Extraordinary Report Filed with the Director General of the Kanto Finance Bureau on June 24, 2026"

Financial Instruments and Exchange Act regulatory

"Extraordinary Report under the provisions of Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act of Japan"

Cabinet Office Ordinance on Disclosure of Corporate Information regulatory

"Article 19, Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information"

Companies Act regulatory

"it was evident that, in conformance with the Companies Act, the requirement for the proposal to be approved had been satisfied"

Companies Act is the primary law that sets the rules for forming, running and winding up corporations, covering directors’ duties, shareholder rights, financial reporting, audits and insolvency. For investors it matters because those rules determine how transparent and accountable a company must be, what protections shareholders have, and how risks are managed—think of the Act as a rulebook and referee that helps ensure fair play and reliable information for investment decisions.

voting rights financial

"A vote in favor by a simple majority of the voting rights held by the shareholders present"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/24/2026 - 06:03 AM Accepted by SEC EDGAR 06/24/2026 - 06:03 AM Learn about SEC filing dates

FAQ

What did Nomura Holdings (NMR) announce in this 6-K filing?

Nomura Holdings reported the results of its 122nd Annual General Meeting, where shareholders approved the appointment of 11 directors. The filing details vote counts, approval ratios for each nominee, and explains how voting rights and quorum requirements were applied to validate the resolutions.

How many directors were approved at Nomura Holdings' 122nd Annual General Meeting?

Shareholders approved the appointment of 11 directors at the 122nd Annual General Meeting. The nominees included Koji Nagai, Kentaro Okuda, and nine others, each receiving sufficient support under Japanese corporate law requirements for voting rights, quorum, and simple majority approval thresholds.

What were the approval ratios for Nomura Holdings (NMR) director elections?

Approval ratios for the 11 director nominees ranged from about 90.4% to 98.1% of the voting rights represented. Each candidate, including Koji Nagai and Nellie Liang, exceeded the simple majority threshold required for adoption of resolutions at the shareholder meeting under applicable Japanese regulations.

When was Nomura Holdings' 122nd Annual General Meeting held?

The 122nd Annual General Meeting of Shareholders for Nomura Holdings was held on June 23, 2026. The company then submitted an Extraordinary Report, translated into English, describing the approved director appointments and the voting methodology used to confirm that legal approval requirements were satisfied.

How does Nomura Holdings calculate approval for shareholder resolutions?

Approval requires a simple majority of voting rights at a meeting where at least one-third of total voting rights are represented. Nomura counts votes exercised in advance and at the meeting, where it can confirm an opinion, and excludes voting rights without confirmed for, against, or abstain positions from the calculation.

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 2026

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 24, 2026		By:		/s/ Akito Bato
				Akito Bato
				Senior Managing Director

[Translation of the Extraordinary Report Filed with the Director General of the Kanto Finance Bureau on June 24, 2026]

1. Reason for Submission

Given that Resolutions were adopted at the 122nd Annual General Meeting of Shareholders held on June 23, 2026, 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 23, 2026

(2) Proposal acted upon

Proposal: Appointment of 11 Directors

Appointment of Koji Nagai, Kentaro Okuda, Yutaka Nakajima, Shoji Ogawa, Victor Chu, Patricia Mosser, Takahisa Takahara, Miyuki Ishiguro, Masahiro Ishizuka, Taku Oshima and Nellie Liang as directors.

(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

		For				Against				Abstain				Result of the Resolutions
Proposal														Approval Ratio (%)				Approved/Rejected
Koji Nagai			21,617,905				586,231				30				97.1	%		Approved
Kentaro Okuda			21,614,679				589,456				30				97.1	%		Approved
Yutaka Nakajima			21,655,047				549,083				30				97.3	%		Approved
Shoji Ogawa			20,928,870				1,275,255				30				94.0	%		Approved
Victor Chu			21,798,707				405,430				30				97.9	%		Approved
Patricia Mosser			21,834,297				369,840				30				98.1	%		Approved
Takahisa Takahara			20,116,331				2,087,793				30				90.4	%		Approved
Miyuki Ishiguro			21,591,316				612,814				30				97.0	%		Approved
Masahiro Ishizuka			21,787,473				416,652				30				97.9	%		Approved
Taku Oshima			21,099,373				1,094,405				10,376				94.8	%		Approved
Nellie Liang			21,828,825				375,287				30				98.1	%		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 that the Company was not able to confirm an opinion for, against, or abstaining from the proposals was not included in the calculation.

End.