Resolutions for the General Meeting of Shareholders
Annual (74th)Election of 13 directors
Amendments to the share-based compensation plan for directors, excluding outside directors and part-time directors
Election of 2 directors
Shareholder ProposalApproval of the compensation amount under the restricted stock compensation plan
Shareholder ProposalAmendments to the Articles of Incorporation concerning the record date for the Annual General Meeting of Shareholders
Shareholder Proposal
A proposal submitted by 1 shareholder (the proposing shareholder). Proposal No. 3 concerns the election of James B. Rosenwald III and Isogai Kota (磯貝 厚太) as directors; Proposal No. 4 concerns restricted stock compensation of no more than ¥800 million per year, with a maximum grant of 300,000 shares; and Proposal No. 5 concerns amendments to the Articles of Incorporation to change the record date for voting rights at the Annual General Meeting of Shareholders from 31 March to 15 May. The Board of Directors opposes all of these proposals.
A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.| Item | Details |
|---|---|
| Type of shareholders' meeting | Annual (74th) |
| Date and time | 10:00 a.m. on 24 June 2026 (Wednesday) (reception scheduled to open at 9:00 a.m.) |
| Matters for resolution | Proposal No. 1: Election of 13 directors, Proposal No. 2: Amendments to the share-based compensation plan for directors, excluding outside directors and part-time directors, Proposal 3: Election of 2 directors, Proposal No. 4: Approval of the compensation amount under the restricted stock compensation plan, Proposal No. 5: Amendments to the Articles of Incorporation concerning the record date for the Annual General Meeting of Shareholders |
| Shareholder Proposal | A proposal submitted by 1 shareholder (the proposing shareholder). Proposal No. 3 concerns the election of James B. Rosenwald III and Isogai Kota (磯貝 厚太) as directors; Proposal No. 4 concerns restricted stock compensation of no more than ¥800 million per year, with a maximum grant of 300,000 shares; and Proposal No. 5 concerns amendments to the Articles of Incorporation to change the record date for voting rights at the Annual General Meeting of Shareholders from 31 March to 15 May. The Board of Directors opposes all of these proposals. |
| Director nominee | The company proposals comprise 13 candidates, all for reelection. Of these, 0 are new candidates and 6 are outside directors. The shareholder proposals comprise 2 candidates, both outside director candidates. |
Items this document does not state (1)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The proposed amendments to the share-based compensation plan are intended to strengthen the linkage with corporate value and shareholder value over the medium to long term and promote the sharing of value between officers and shareholders. The Company’s reasons for opposing the shareholder proposals include that the proposed board composition and compensation plan ensure the necessary oversight functions and the ability to address the enhancement of corporate value; the possibility that the shareholder-proposed candidates may not be sufficiently independent; the risk of pursuing short-term profits or taking excessive risks; and increased administrative and financial burdens resulting from changing the record date.