UNITED STATES
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 June, 2011

COMMISSION FILE NUMBER: 1-7239

KOMATSU LTD.

Translation of registrant’s name into English

3-6 Akasaka 2-chome, Minato-ku, Tokyo, Japan

Address of principal executive office

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 þ		Form 40-F o

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): o

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): o

 

 

INFORMATION TO BE INCLUDED IN REPORT

1.

Voting Results for Proposals Acted upon at the 142nd 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.

(Translation) This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

[Cover]

Document to be filed:		Extraordinary Report
Filing to:		Director-General of the Kanto Local Finance Bureau
Date of filing:		June 24, 2011
Company name (Japanese):		Kabushiki Kaisha Komatsu Seisakusho
Company name (English):		Komatsu Ltd.
Title and name of representative:		Kunio Noji, President and Representative Director
Location of head office:		3-6, Akasaka 2-chome, Minato-ku, Tokyo, Japan
Telephone number:		+81-3-5561-2614
Contact person:		Yoshirou Katae, General Manager of General Affairs Department
Place of contact:		3-6, Akasaka 2-chome, Minato-ku, Tokyo, Japan
Telephone number:		+81-3-5561-2614
Contact person:		Yoshirou Katae, General Manager of General Affairs Department
Places where the document to be filed is available for public inspection:		Tokyo Stock Exchange, Inc. (2-1, Nihonbashi-kabutocho, Chuo-ku, Tokyo)
		Osaka Securities Exchange Co., Ltd. (8-16, Kitahama 1-chome, Chuo-ku, Osaka City, Osaka)

1. Reason for filing

At the 142nd Ordinary General Meeting of Shareholders of Komatsu Ltd. held on June 22, 2011, resolutions of items for resolution were made, therefore, this Extraordinary Report is filed pursuant to the provisions of Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law of Japan and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc. of Japan.

2. Content of report

	(1)		Date of the General Meeting of Shareholders June 22, 2011
	(2)		Detail of the items for resolution

		Item 1:		Appropriation of Surplus
				The year-end dividend (year-end dividend of surplus) will be JPY 20 per one (1) common share of the Company.
		Item 2:		Election of Ten (10) Directors
				Messrs. Masahiro Sakane, Kunio Noji, Yoshinori Komamura, Tetsuji Ohashi, Kensuke Hotta, Noriaki Kano, Kouichi Ikeda, Mamoru Hironaka, Mikio Fujitsuka and Fujitoshi Takamura will be elected as Directors.
		Item 3:		Election of One (1) Corporate Auditor
				Mr. Hiroyuki Kamano will be elected as a Corporate Auditor.
		Item 4:		Payment of Bonuses for Directors
				The Company will pay bonuses within the range of JPY 357 million in total to the ten (10) Directors who were in office as of the end of the 142nd fiscal year (of which, JPY 9 million in total to the three (3) Outside Directors).
		Item 5:		Giving the Board of Directors the Authority to Issue Stock Acquisition Rights as Stock-Based Remuneration to Employees of the Company and Directors of Major Subsidiaries of the Company
				The Company will issue Stock Acquisition Rights without consideration of no more than 2,529 units (the maximum number of common stock of the Company subject to Stock Acquisition Rights shall be 252,900 shares) as stock-based remuneration to employees of the Company and Directors of major subsidiaries of the Company and the Company’s Board of Directors will be given the authority to issue such Stock Acquisition Rights.

(3)

Number of voting rights that were exercised as the manifestation of the intention of approval, disapproval or abstention for the items for resolution; requirements for adoption thereof; and resolution results thereof

														Requirement				Resolution Result
Items for Resolution		Approved				Disapproved				Abstained				for Adoption				(Approval Rate)
Item 1			7,255,225				77,077				13,542			(Note 1)				Approved (96.03%)
Item 2														(Note 2)
Mr. Masahiro Sakane			7,291,747				35,413				18,408							Approved (96.51%)
Mr. Kunio Noji			7,291,339				35,819				18,409							Approved (96.50%)
Mr. Yoshinori Komamura			7,225,280				97,253				23,034							Approved (95.63%)
Mr. Tetsuji Ohashi			7,230,828				91,704				23,036							Approved (95.70%)
Mr. Kensuke Hotta			7,108,319				217,872				19,377							Approved (94.08%)
Dr. Noriaki Kano			7,306,720				24,096				14,753							Approved (96.71%)
Mr. Kouichi Ikeda			7,305,612				25,208				14,749							Approved (96.69%)
Mr. Mamoru Hironaka			7,225,272				97,259				23,036							Approved (95.63%)
Mr. Mikio Fujitsuka			7,245,547				76,985				23,035							Approved (95.90%)
Mr. Fujitoshi Takamura			7,225,211				97,319				23,038							Approved (95.63%)
Item 3														(Note 2)
Mr. Hiroyuki Kamano			7,313,318				18,469				14,130							Approved (96.80%)
Item 4			7,105,652				197,462				42,799			(Note 1)				Approved (94.05%)
Item 5			7,075,090				256,697				14,140			(Note 3)				Approved (93.64%)

Notes:

1.		The requirement for adoption is a majority of the affirmative voting rights of the shareholders present at the meeting who are entitled to exercise their voting rights.
2.		The requirement for adoption is a majority of the affirmative voting rights of the shareholders present at the meeting where the shareholders holding one third or more of the voting rights of shareholders who are entitled to exercise their voting rights are present.
3.		The requirement for adoption is two thirds or more of the affirmative voting rights of the shareholders present at the meeting where the shareholders holding one third or more of the voting rights of shareholders who are entitled to exercise their voting rights are present.
4.		The approval ratio was calculated by adding the number of voting rights of all of the shareholders present at the meeting to the denominator.

	(4)		Reason why a portion of the number of voting rights of the shareholders present at the meeting were not included in the number of voting rights
			By regarding the number of voting rights exercised by the date immediately before the date of the meeting and the number of voting rights of some of the shareholders present at the meeting whose intention of approval or disapproval of each item was confirmed as the total number of voting rights, the requirement for adoption of each item was satisfied and resolutions have been legally adopted pursuant to the Corporation Act. Therefore, the number of voting rights whose intention of approval, disapproval or abstention was not confirmed has not been included in the calculation.

END