Komori
Changes in Officers3624AXEL MARK INC.Information and Communications, Services and Others

Notice Regarding the Nomination of Candidates for Directors

Following the Annual General Meeting of Shareholders scheduled for 23 December 2026, the Company plans to reorganize its board of 7 directors, rather than retain 7 directors, into 4 executive directors and 3 directors serving as Audit and Supervisory Committee members. The 4 directors will be reappointed, while Fujiwara Manabu (藤原 学) will be newly elected as a director serving as an Audit and Supervisory Committee member, and 4 directors are scheduled to retire.

Worth reading
53Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
30
¥ million
Wording
Definitive
How definitive the wording is.

Who is moving to which position

Resolved 22 October 2026

Incoming appointee

2 items
Scheduled Appointment DateFollowing the conclusion of the 34th Annual General Meeting of Shareholders scheduled for 23 December 2026 (the titles held by directors are scheduled to be formally determined at the Board of Directors meeting following the meeting; subject to resolutions at the Annual General Meeting of Shareholders and the subsequent Board of Directors meeting)
Fujiwara Manabu (藤原 学)
Previous positionJoined Medical Shift Co., Ltd. (currently in office)
New positionDirector (Audit and Supervisory Committee Member)
生年月日 Fujiwara Manabu (藤原 学): 14 September 1986入社年 Fujiwara Manabu (藤原 学): Not disclosed (no prior employment history with the Company)
Umeda Masashi (梅田 将志) (candidate for substitute director serving as an Audit and Supervisory Committee member)
Previous positionGeneral Manager, Third Corporate Strategy Department, Corporate Strategy Division, Convano Inc. (currently in office)
New positionAlternate Director serving as an Audit and Supervisory Committee Member
生年月日 Umeda Masashi (梅田 将志): 22 June 1992入社年 Umeda Masashi (梅田 将志): Not disclosed (no prior employment history with the Company)

Departing officer

5 items
Date of departureAppears to be 23 December 2026 (at the conclusion of the Annual General Meeting of Shareholders), but no retirement date is expressly stated. Matsukawa Hiroshi (松川 裕史) retired as of 21 October 2026.
Murakami Yoshihiro (村上 嘉浩)Stepping down
Former PositionDirectors
New positionNot disclosed
Kakihana Naoki (垣花 直樹)Stepping down
Former PositionDirector (Audit and Supervisory Committee Member)
New positionNot disclosed
Ikoma Naru (生駒 成)Stepping down
Former PositionDirector (Audit and Supervisory Committee Member)
New positionNot disclosed
Tanaka Noriyuki (田中 紀行)Stepping down
Former PositionDirector (Audit and Supervisory Committee Member)
New positionNot disclosed
Matsukawa Hiroshi (松川 裕史)Next role stated
Former PositionNot disclosed
New positionRetirement

“Next role stated” means the document names the position the person holds after stepping down. It does not necessarily mean they are leaving the company.

Whether the incumbent will remain in office (whether they will retain their position)

Kubo Sota (久保宗大) and Yugeta Hiroshi (弓削田浩主) will remain in office. No continuation in office is stated for the other scheduled retirees.

Directors after the change7Number
Filing as an independent officer藤原学 (Fujiwara Manabu) is scheduled to be reported as an independent officer under the rules of the Tokyo Stock Exchange. All 3 directors serving as Audit and Supervisory Committee members are scheduled to be independent outside directors.
Shareholders’ meeting approvalRequired. The appointment of candidates for directors other than directors serving as Audit and Supervisory Committee members, candidates for directors serving as Audit and Supervisory Committee members, and candidates for substitute directors serving as Audit and Supervisory Committee members is scheduled to be submitted to the 34th Annual General Meeting of Shareholders, scheduled for 23 December 2026.
Reason for change

Operating losses are continuing, the Company is in an extremely difficult management situation in which its growth strategy in the healthcare sector has been forced into a serious stagnation, and it will therefore move to a smaller, more agile structure comprising 4 directors and 3 directors serving as Audit and Supervisory Committee members in order to rapidly rebuild its existing businesses with limited management resources.

Reasons for appointment

To satisfy the requirements of Article 331, paragraph 6 of the Companies Act and maintain the supervisory function for protecting the interests of minority shareholders by appointing 1 new independent outside director and making all 3 directors independent outside directors with independence from the controlling shareholder.

Details of organizational changes

Transition to a small, agile structure comprising 4 directors other than directors serving as Audit and Supervisory Committee members and 3 directors serving as Audit and Supervisory Committee members.

Independent officers are outside officers registered with the exchange as having no conflict of interest with general shareholders.
Who is moving to which position
ItemDetails
Resolution date22 October 2026
Scheduled Appointment DateFollowing the conclusion of the 34th Annual General Meeting of Shareholders scheduled for 23 December 2026 (the titles held by directors are scheduled to be formally determined at the Board of Directors meeting following the meeting; subject to resolutions at the Annual General Meeting of Shareholders and the subsequent Board of Directors meeting)
Date of departureAppears to be 23 December 2026 (at the conclusion of the Annual General Meeting of Shareholders), but no retirement date is expressly stated. Matsukawa Hiroshi (松川 裕史) retired as of 21 October 2026.
Name of appointeeFujiwara Manabu (藤原 学), Umeda Masashi (梅田 将志) (candidate for substitute director serving as an Audit and Supervisory Committee member)
Appointee's new positionDirector (Audit and Supervisory Committee Member), Alternate Director serving as an Audit and Supervisory Committee Member
Appointee's previous positionJoined Medical Shift Co., Ltd. (currently in office), General Manager, Third Corporate Strategy Department, Corporate Strategy Division, Convano Inc. (currently in office)
Appointee's date of birthFujiwara Manabu (藤原 学): 14 September 1986, Umeda Masashi (梅田 将志): 22 June 1992
Year the appointee joined the CompanyFujiwara Manabu (藤原 学): Not disclosed (no prior employment history with the Company), Umeda Masashi (梅田 将志): Not disclosed (no prior employment history with the Company)
Name of departing officerMurakami Yoshihiro (村上 嘉浩), Kakihana Naoki (垣花 直樹), Ikoma Naru (生駒 成), Tanaka Noriyuki (田中 紀行), Matsukawa Hiroshi (松川 裕史)
Former position of departing officerDirectors, Director (Audit and Supervisory Committee Member), Director (Audit and Supervisory Committee Member), Director (Audit and Supervisory Committee Member), Not disclosed
New position of departing officerNot disclosed, Not disclosed, Not disclosed, Not disclosed, Retirement
Whether the incumbent will remain in officeKubo Sota (久保宗大) and Yugeta Hiroshi (弓削田浩主) will remain in office. No continuation in office is stated for the other scheduled retirees.
Reason for changeOperating losses are continuing, the Company is in an extremely difficult management situation in which its growth strategy in the healthcare sector has been forced into a serious stagnation, and it will therefore move to a smaller, more agile structure comprising 4 directors and 3 directors serving as Audit and Supervisory Committee members in order to rapidly rebuild its existing businesses with limited management resources.
Reasons for appointmentTo satisfy the requirements of Article 331, paragraph 6 of the Companies Act and maintain the supervisory function for protecting the interests of minority shareholders by appointing 1 new independent outside director and making all 3 directors independent outside directors with independence from the controlling shareholder.
Number of directors after the change7 directors (including 3 outside directors)
Filing as an independent officer藤原学 (Fujiwara Manabu) is scheduled to be reported as an independent officer under the rules of the Tokyo Stock Exchange. All 3 directors serving as Audit and Supervisory Committee members are scheduled to be independent outside directors.
Details of organizational changesTransition to a small, agile structure comprising 4 directors other than directors serving as Audit and Supervisory Committee members and 3 directors serving as Audit and Supervisory Committee members.
Subject to Approval by the General Meeting of ShareholdersRequired. The appointment of candidates for directors other than directors serving as Audit and Supervisory Committee members, candidates for directors serving as Audit and Supervisory Committee members, and candidates for substitute directors serving as Audit and Supervisory Committee members is scheduled to be submitted to the 34th Annual General Meeting of Shareholders, scheduled for 23 December 2026.
Items this document does not state (3)
Number of shares held by the appointeeReason for departureChange in Corporate Governance Structure

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.

In addition to continuing operating losses and stagnation in the growth strategy for the healthcare business, the average spend per customer in the trading card business declined as trading card market prices fell, resulting in a decrease of approximately ¥30 million in monthly revenue in July 2026 from June 2026. The Company will move to a smaller, more agile structure to rapidly rebuild its existing businesses with limited management resources.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Nomination of Candidates for Directors | AXEL MARK INC. (3624) timely disclosure | Komori