Sumitomo Mitsui Shareholders Approve Stock Split, Reject Climate Disclosure Proposals

Rhea-AI Filing Summary

Sumitomo Mitsui Financial Group held its 23rd Ordinary General Meeting of Shareholders on June 27, 2025, where several key matters were reported and resolved. The company reported on its Business Report and Financial Statements for FY2024-2025.

Key resolutions included:

• Approval of a dividend of ¥62 per share of Common Stock (¥122 annualized after 3-for-1 stock split from October 1, 2024)
• Election of thirteen Directors, including seven Outside Directors: Sonosuke Kadonaga, Jun Sawada, Yoriko Goto, Isao Teshirogi, Norimitsu Takashima, Charles D. Lake II, and Jenifer Rogers

Three shareholder proposals were rejected, including:

• Disclosure of financial risk audit by the Audit Committee
• Disclosure of assessment of clients' climate change transition plans
• Alternative appropriation of surplus

Positive

• Approved dividend of ¥62 per share (¥122 annualized after 3-for-1 stock split), demonstrating commitment to shareholder returns
• Successfully appointed seven new directors including several outside directors, strengthening board diversity and independence with international expertise (Charles D. Lake II and Jenifer Rogers)
• Maintained strong corporate governance with 7 out of 13 directors (54%) being outside directors

Negative

• Shareholders rejected proposals for enhanced climate risk assessment and financial risk audit disclosure, potentially limiting transparency on environmental and risk management practices

 

 

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 001-34919

SUMITOMO MITSUI FINANCIAL GROUP, INC.

(Translation of registrant’s name into English)

1-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan

(Address of principal executive offices)

 

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 SUMITOMO MITSUI FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-276219) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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.

 

Sumitomo Mitsui Financial Group, Inc.
By:	 	/s/ Jun Okahashi
	 	Name:	 	Jun Okahashi
	 	Title:	 	Executive Officer & General Manager,  Financial Accounting Dept.

Date: June 27, 2025

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Sumitomo Mitsui Financial Group, Inc. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Translation)	 		  
	 		  	June 27, 2025
To All Shareholders	 		  
	 		  	Toru Nakashima
	 		  	Director President
	 		  	Sumitomo Mitsui Financial Group, Inc. 1-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

NOTICE OF RESOLUTIONS OF

THE 23^rd ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We are pleased to announce that the matters outlined below were reported and resolved at the 23^rd Ordinary General Meeting of Shareholders of Sumitomo Mitsui Financial Group, Inc. (the “Company”) held today.

 

Matters reported:
	 	1.  Business Report, Consolidated Financial Statements for the 23rd Fiscal Year (from April 1, 2024 to March 31, 2025) and results of the audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit Committee
	 	The contents of the above were duly reported.
	 	2.  Non-Consolidated Financial Statements for the 23rd Fiscal Year (from April 1, 2024 to March 31, 2025)
	 	The contents of the above were duly reported.
Proposals resolved:
Company Proposals (Proposal No. 1 and Proposal No. 2)
	 	Proposal No. 1: Appropriation of Surplus
	 	The matter was approved as originally proposed. The dividend at the end of the fiscal year was determined to be ¥62 per share of Common Stock (¥122 per share of Common Stock for the annualized dividend after reflecting the 3-for-1 common stock split performed on October 1, 2024).
	 	Proposal No. 2: Election of Thirteen Directors
	 	The matter was approved as originally proposed. Messrs. and Mses. Toru Nakashima, Teiko Kudo, Toshihiro Isshiki, Sonosuke Kadonaga, Charles D. Lake II and Jenifer Rogers were reelected as Directors. Messrs. and Mses. Makoto Takashima, Kazuyuki Anchi, Honami Matsugasaki, Jun Sawada, Yoriko Goto, Isao Teshirogi and Norimitsu Takashima were newly elected as Directors. Messrs. and Mses. Sonosuke Kadonaga, Jun Sawada, Yoriko Goto, Isao Teshirogi, Norimitsu Takashima, Charles D. Lake II and Jenifer Rogers are Outside Directors.
Shareholder Proposals (Proposal No. 3 to Proposal No. 5)
	 	Proposal No. 3:   Partial Amendment to the Articles of Incorporation (Disclosure of financial risk audit by the Audit Committee)    The matter was disapproved.
	 	Proposal No. 4:   Partial Amendment to the Articles of Incorporation (Disclosure of assessment of clients’ climate change transition plans)    The matter was disapproved.
	 	Proposal No. 5:   Appropriation of Surplus    The matter was disapproved.

FAQ

What dividend did SMFG approve for shareholders in June 2025?

SMFG approved a dividend of ¥62 per share of Common Stock at the end of the fiscal year. The annualized dividend is ¥122 per share after accounting for the 3-for-1 common stock split that occurred on October 1, 2024.

How many new directors were elected to SMFG's board in the June 2025 shareholder meeting?

Seven new directors were elected to SMFG's board: Makoto Takashima, Kazuyuki Anchi, Honami Matsugasaki, Jun Sawada, Yoriko Goto, Isao Teshirogi, and Norimitsu Takashima. Six existing directors were also re-elected.

How many Outside Directors does SMFG have after the June 2025 board election?

SMFG has seven Outside Directors: Sonosuke Kadonaga, Jun Sawada, Yoriko Goto, Isao Teshirogi, Norimitsu Takashima, Charles D. Lake II, and Jenifer Rogers.

What shareholder proposals were rejected at SMFG's 2025 annual meeting?

Three shareholder proposals were rejected: 1) Proposal for disclosure of financial risk audit by the Audit Committee, 2) Proposal for disclosure of assessment of clients' climate change transition plans, and 3) A proposal regarding appropriation of surplus.

When did SMFG perform its stock split in 2024?

SMFG performed a 3-for-1 common stock split on October 1, 2024.