Form 6-K
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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 2013

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

9-1, 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):             

 

 

 

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Information furnished on this form:

EXHIBIT

Exhibit Number

 

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

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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 27, 2013     By:   /s/ Eiji Miura
      Eiji Miura
      Senior Managing Director

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[Translation of the Extraordinary Report Filed with the Director General of the Kanto Finance Bureau on June 27, 2013]

 

1. Reason for Submission

Given that Resolutions were adopted at the 109th Annual Meeting of Shareholders held on June 26, 2013, 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 26, 2013

 

(2) Proposal acted upon

Proposal: Appointment of 11 Directors

Nobuyuki Koga, Koji Nagai, Atsushi Yoshikawa, Hiroyuki Suzuki, David Benson, Masahiro Sakane, Toshinori Kanemoto, Tsuguoki Fujinuma, Takao Kusakari, Dame Clara Furse and Michael Lim Choo San

 

(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

 

Proposal

    For      Against      Abstain      Result of the
Resolutions
            Approval
Ratio
(%)		      Approved/
Rejected

Nobuyuki Koga

      20,354,741         1,619,859         72,394         91.5       Approved

Koji Nagai

      20,940,013         1,034,605         72,379         94.1       Approved

Atsushi Yoshikawa

      20,926,929         1,047,697         72,372         94.1       Approved

Hiroyuki Suzuki

      20,875,948         1,098,665         72,384         93.8       Approved

David Benson

      20,910,924         1,063,650         72,423         94.0       Approved

Masahiro Sakane

      20,564,539         1,409,988         72,471         92.4       Approved

Toshinori Kanemoto

      20,868,397         1,106,221         72,380         93.8       Approved

Tsuguoki Fujinuma

      15,368,966         6,605,627         72,397         69.1       Approved

Takao Kusakari

      20,872,038         1,102,522         72,438         93.8       Approved

Dame Clara Furse

      20,682,749         1,291,848         72,401         93.0       Approved

Michael Lim Choo San

      20,930,101         1,044,507         72,389         94.1       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, which the Company was not able to confirm an opinion for, against, or abstaining from the proposal, were not included in the calculation.

End.