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
Supplement for the month of June 2006.
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):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
Information furnished on this form:
Exhibit Number
| 1. | [Notice of Resolutions of the Ordinary General Meeting of Shareholders] |
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 30, 2006 | By: | /s/ Tetsu Ozaki | ||
| Tetsu Ozaki | ||||
| Senior Managing Director | ||||
June 28, 2006
To: Shareholders
| Nobuyuki Koga |
| President and Chief Executive Officer |
| Nomura Holdings, Inc. |
| 1-9-1 Nihonbashi, Chuo-ku, Tokyo, JAPAN |
Notice of Resolutions of the Ordinary General Meeting of Shareholders
Dear Shareholder:
I would like to take this opportunity to thank you, our shareholder, for your support for Nomura Holdings, Inc. (the “Company”). You are hereby notified that the following matters were reported or resolved at the 102nd Ordinary General Meeting of Shareholders held today. I would like to thank you, our shareholder, for your continued support and encouragement to the activities of the Nomura Group.
Description
Reported Matters:
| 1. | Report on the 102nd fiscal year’s (April 1, 2005 – March 31, 2006) business report, balance sheet (as of March 31, 2006) and income statement. |
| 2. | Report on the 102nd fiscal year’s (April 1, 2005 – March 31, 2006) consolidated balance sheet (as of March 31, 2006) and consolidated income statement and audit report of the independent accountants and the audit committee on such consolidated financial statements |
| 3. | Report on the appropriation of retained earnings for the 102nd fiscal year and its reason, etc. The Company delivered the documents related to dividends early June and began to pay the dividend 36 yen per share on June 1, 2006. (The annual dividend per share including the interim dividend is 48 yen per share.) |
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Resolved Matters:
Proposal No. 1: Amendment to the Articles of Incorporation
This proposal was resolved as originally submitted. Under the resolution, the amendment was made to the Articles of Incorporation of the Company as described below, upon enforcement of the “Corporation Law” and the “Law Concerning Adjustment of Related Laws, Etc. Accompanying the Enforcement of the Corporation Law”:
| (1) | Amendment with regard to the matters that are deemed to have been provided in the Articles of Incorporation upon enforcement of the Corporation Law |
| (2) | Changes in terms and expressions in accordance with the Corporation Law |
| (3) | Amendment as a result of the introduction of quarterly dividends |
| (4) | New provision regarding the new disclosure policy whereby reference materials for a general meeting of shareholders and other documents shall be made available on the Internet |
| (5) | New provision upon adoption of a policy allowing written consent by the board of directors |
| (6) | Amendment with regard to the procedure of exercise of rights of shareholders to be governed by the Share Handling Regulations |
| (7) | New provision for the rights of holders of less-than-a-full-unit shares |
* You can access to the amended version of the Articles of Incorporation on the Company’s website.
http://www.nomuraholdings.com/jp/company/group/holdings/article.html
Proposal No. 2: Election of Eleven Directors
This proposal was resolved as originally submitted.
The eleven directors, namely Junichi Ujiie, Nobuyuki Koga, Hiroshi Toda, Kazutoshi Inano, Nobuyuki Shigemune, Yukio Suzuki, Masaharu Shibata, Hideaki Kubori, Haruo Tsuji, Fumihide Nomura and Koji Tajika, were re-elected.
Proposal No. 3: Issue of Stock Acquisition Rights as Stock Options
This proposal was resolved as originally submitted.
Under the resolution, in accordance with the provisions of Articles 236, 238, and 239 of the Corporation Law, upon the issuance of two types of stock acquisition rights under stock option to directors, executive officers, and employees of the Company and to directors, corporate auditors, executive officers, and employees of subsidiaries of the Company, the determination of solicitation plan was delegated to the Board of Directors of the Company.
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<For reference>
After the closing of the Ordinary General Meeting of Shareholders, the Board of Directors resolved that the structure of committees under the Board of Directors and management be established as follows:
(1) Directors
| Name |
Principal Positions | |
| Junichi Ujiie | Chairman of the Board of Directors Chairman of the Nomination Committee Chairman of the Compensation Committee | |
| Nobuyuki Koga | President & Chief Executive Officer | |
| Hiroshi Toda | Deputy President & Chief Operating Officer | |
| Kazutoshi Inano | Deputy President & Co-Chief Operating Officer | |
| Nobuyuki Shigemune | Audit Mission Director | |
| Yukio Suzuki | Audit Mission Director | |
| Masaharu Shibata* | Member of the Nomination Committee Member of the Compensation Committee | |
| Hideaki Kubori* | Member of the Nomination Committee Member of the Compensation Committee | |
| Haruo Tsuji* | Chairman of the Audit Committee | |
| Fumihide Nomura | Member of the Audit Committee | |
| Koji Tajika* | Member of the Audit Committee | |
| * | outside director |
2) Executive Officers
| Name |
Principal Positions | |
| Nobuyuki Koga (Representative Executive Officer) |
President & Chief Executive Officer | |
| Hiroshi Toda (Representative Executive Officer) |
Deputy President & Chief Operating Officer International Operations | |
| Kazutoshi Inano (Representative Executive Officer) |
Deputy President & Co- Chief Operating Officer | |
| Masanori Itatani (Executive Managing Director) |
Head of Internal Audit | |
| Akihiko Nakamura (Executive Managing Director) |
Chief Information Officer | |
| Akihito Watanabe (Senior Managing Director) |
Head of Group Human Resources Development | |
| Tetsu Ozaki (Senior Managing Director) |
Head of Group Corporate Strategy | |
| Masafumi Nakada (Senior Managing Director) |
Chief Financial Officer | |
| Noriaki Nagai (Senior Managing Director) |
Head of Corporate Office | |
| Hideyuki Takahashi (Senior Managing Director) |
Regional Management of Americas Region | |
| Yugo Ishida (Senior Managing Director) |
Regional Management of Europe Region | |
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(3) Business Division CEOs
| Name |
Principal Positions | |
| Takashi Yanagiya | CEO of Global Investment Banking | |
| Kenichi Watanabe | CEO of Domestic Retail | |
| Takumi Shibata | CEO of Asset Management | |
| Yasuo Agemura | CEO of Global Markets | |
| Akira Maruyama | CEO of Global Merchant Banking | |
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