TOYOF Toyota Motor Corp Ltd (PK)

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 February, 2025

Commission File Number 001-14948

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

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    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):     

Material Contained in this Report:

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.

Date: February 25, 2025

February 25, 2025

Notification of Transition to a Company with an Audit and Supervisory Committee to Reinvigorate the Board

At the Board of Directors meeting held today, Toyota Motor Corporation (“TMC”) resolved to transition from a company with an Audit and Supervisory Board to a company with an Audit and Supervisory Committee, following approval at the 121st Ordinary General Meeting of Shareholders to be held in June 2025.

As a result of this transition, Toyota will establish the role of Members of the Board of Directors serving as the Audit and Supervisory Committee Members, who will maintain voting rights in the Board of Directors. In addition, Independent Outside Directors will comprise five out of the total ten directors—fully half of the board—and three of the four Members of the Board of Directors serving as the Audit and Supervisory Committee Members. To transform into a mobility company, Toyota seeks to reinvigorate the Board of Directors through a combination of Directors who practice management based on products and regions, and Independent Outside Directors who can provide advice from a wider perspective.

Toyota believes that in order to remain a company that is always chosen by stakeholders, it needs a Board of Directors that maximizes the knowledge and expertise of its directors and contributes to growth along with all the stakeholders supporting the automotive industry as it moves towards the future we hope to create. With this transition, all members of the Board of Directors may join discussions without constraint based on inside/outside roles or titles. This will encourage full participation and reinvigorate the Board. Additionally, Toyota will promote faster decision-making by delegating authority to executive management and strengthen the monitoring functions of the Board of Directors.

Since its establishment, Toyota’s founders pushed toward creating domestic automobiles and built the foundations of Japan’s automobile industry together with its suppliers and dealers. The spirit of “working for the sake of others” and “making others’ work easier” has led to research and development ahead of the times to improve people’s lives and society, which is the core of the Toyota way.

Based on that, Toyota has transformed its way of working and organizational structure. With the axes of “making ever-better cars” and being the “best-in-town,” each person working on the frontlines has thought and acted independently towards autonomous growth and long-term corporate value enhancement.

To establish a corporate governance system, Toyota has reviewed the number of directors and officers and abolished the advisor system to speed up decision-making and promote the appointment of diverse human resources.

(1) Revitalization of Board of Directors

(2) Management based on products and regions

Structure after transition (Company with Audit and Supervisory Committee)

In an era of rapid change and uncertainty, Toyota intends to strengthen monitoring functions and delegate authority to the executive management, while making swift decisions that resonate with society. We will continue to flexibly review our internal decision-making bodies, including the Board of Directors, to adapt to the times.

Key Points of Transition to a Company with an Audit and Supervisory Committee

The Board of Directors, composed of Internal and Outside members, will make decisions and supervise without being constrained by titles, promoting further revitalization of the Board.

Changes in Governance Structure