FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

For the month of   ……  

April

   ………………………………………………………… ,   

2023 

  

 

 

CANON INC.

 

   
 

 

(Translation of registrant’s name into English)

 

   
 

30-2, Shimomaruko 3-Chome, Ohta-Ku, Tokyo 146-8501, 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 whether the registrant by furnishing the information contained in this Form 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-....................

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.

 

CANON INC.

 

 

(Registrant)

 

Date….

  

April 3, 2023

              By ……/s/……… Sachiho Tanino…………
                                             (Signature)*
      

       Sachiho Tanino

      

       General Manager

      

       Consolidated Accounting Division

      

       Canon Inc.

*Print the name and title of the signing officer under his signature.

The following materials are included.

1. Extraordinary Report

(Translation)

Cover Page

 

Document Name:

    Extraordinary Report
Filed with:    The Director-General of the Kanto Local Finance Bureau
Filing Date:    April 3, 2023
Corporate Name:    Canon Inc.
Name and Title of Representative:    Fujio Mitarai, Chairman & CEO
Location of Head Office:    30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo
Telephone Number:    (03)3758-2111
Name of Contact Person:    Takahiro Namba, General Manager, Accounting Division
Nearest Contact Location:    30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo
Telephone Number:    (03)3758-2111
Name of Contact Person:    Takahiro Namba, General Manager, Accounting Division

Places of Public Inspection of

the Extraordinary Report:

    Tokyo Stock Exchange, Inc.
  

(2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo)

Nagoya Stock Exchange, Inc.

(8-20, Sakae 3-chome, Naka-ku, Nagoya)

Fukuoka Stock Exchange

(14-2, Tenjin 2-chome, Chuo-ku, Fukuoka)

Sapporo Securities Exchange

(14-1, Minamiichijo-nishi 5-chome, Chuo-ku, Sapporo)

1.

Reason for Filing

Canon Inc. (the “Company”) is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance relating to the Disclosure of Details of Corporations, etc. to report the approval of resolutions at the Ordinary General Meeting of Shareholders for the 122nd Business Term (the “Ordinary General Meeting”) of the Company held at March 30, 2023.

 

2.

Description of Report

  (1)

Date on which the Ordinary General Meeting was held:

    

March 30, 2023

  (2)

Details of the Matters Resolved:

    

Item No.1: Dividend from Surplus

  a.

Matters regarding allocation of the dividend property and its total amount:

    

60.00 yen per one common share of the Company

    

Total amount of dividend 60,930,802,080 yen

  b.

Effective date of the distribution of the dividend from surplus:

    

March 31, 2023

    

Item No.2: Election of Five Directors

It was proposed that the following persons be elected as Directors:

Messrs. Fujio Mitarai, Toshizo Tanaka, Toshio Homma, Kunitaro Saida and

Yusuke Kawamura.

    

Item No.3: Election of Two Audit & Supervisory Board Members

It was proposed that the following persons be elected as Audit & Supervisory Board Members:

Messrs. Hideya Hatamochi and Yutaka Tanaka.

    

Item No.4: Grant of Bonus to Directors

It was proposed that bonus be granted to the three Directors excluding

Outside Directors as of the end of this term, which totals 275,800,000 yen.

  (3)

The number of voting rights concerning the indication of “for,” “against” or “abstention” for each item; Requirements for approving the items; and Results of resolutions

 

Item       For        Against        Abstention     Ratio of      
  favorable votes (%)  		     Results      
           

Item No.1

   7,393,146       19,667       539     99.55   Approved    
   

Item No.2

                    
           

Fujio Mitarai

   3,757,240       3,655,508       539     50.59   Approved    
           

Toshizo Tanaka

   5,742,157       1,670,575       539     77.32   Approved    
           

Toshio Homma

   5,750,434       1,662,320       539     77.43   Approved    
           

Kunitaro Saida

   6,534,233       875,110       3,957     87.99   Approved    
           

Yusuke Kawamura

   6,855,512       553,843       3,957     92.31   Approved    
   

Item No.3

                    
           

Hideya Hatamochi

   7,182,419       230,316       539     96.72   Approved    
           

Yutaka Tanaka

   7,385,794       26,948       539     99.46   Approved    
           

Item No.4

   7,329,918       83,232       87     98.70   Approved    

 

Note:

1.

Each of the number of “For,” “Against” and “Abstention” is the aggregate number of the voting rights a) exercised in advance by the day prior to the Ordinary General Meeting, and b) exercised by shareholders present at the Meeting (provided that such shareholders’ intention to approve or disapprove the propositions could be ascertained.)

  2.

The “Ratio of favorable votes” is the ratio of the following 1) to 2);

  1)

the aggregate number of votes in favor exercised in advance by the day prior to the Ordinary General Meeting, and those exercised by shareholders present at the Meeting (provided that such shareholders’ intention to approve the propositions could be ascertained.)

  2)

the total number of voting rights exercised in advance by the day prior to the Ordinary General Meeting and those of shareholders present at the Meeting.

  3.

The requirements for approval of each resolution are as follows:

  -

For Item No.1 and 4, a majority of the votes of the shareholders present at the Ordinary General Meeting who are entitled to exercise voting rights;

  -

For Item No.2 and 3, a majority of the votes of the shareholders present at the Ordinary General Meeting who hold shares representing in aggregate not less than one-third (1/3) of the votes of all shareholders entitled to exercise voting rights.

  *

In this paragraph, each number of voting rights held by shareholders present at the Ordinary General Meeting includes exercised in advance by the day prior to the Ordinary General Meeting.

  (4)

Reasons for not including certain voting rights held by shareholders present at the meeting in the number of voting rights:

    

The aggregate number of a) voting rights exercised in advance by the day prior to the Ordinary General Meeting and b) voting rights exercised by shareholders present at the Meeting (provided that such shareholders’ intention to approve or disapprove the propositions could be ascertained), was sufficient to meet all requirements pursuant to the Corporation Law to approve all of the items, and the resolution was legally passed under the Corporation Law. Accordingly, the number of voting rights of shareholders present at the Meeting whose intention to approve or disapprove the propositions or abstain from the vote could not be ascertained, were not counted.

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