Form 6-K

 

 

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 May 2013

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8333

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  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):  ¨

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.

 

Date: May 31, 2013
Mizuho Financial Group, Inc.
By:  

/s/ Hideyuki Takahashi

Name:   Hideyuki Takahashi
Title:   Deputy President / Group CFO


May 31, 2013

 

To whom it may concern:      
   Company Name:    Mizuho Financial Group, Inc.
   Representative:    Yasuhiro Sato
      President & CEO
   Head Office:    2-5-1 Marunouchi
      Chiyoda-ku, Tokyo
  

(Code Number: 8411 TSE • OSE 1st Sec.)

   Company Name:    Mizuho Bank, Ltd.
   Representative:    Takashi Tsukamoto
      President & CEO
   Head Office:    1-1-5 Uchisaiwaicho
      Chiyoda-ku, Tokyo
   Company Name:    Mizuho Corporate Bank, Ltd.
   Representative:    Yasuhiro Sato
      President & CEO
   Head Office:    1-3-3 Marunouchi
      Chiyoda-ku, Tokyo

Partial Change in Composition of Directors, Corporate Auditors and Executive Officers

after Merger between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd.

Mizuho Financial Group, Inc. (President & CEO: Yasuhiro Sato) (“MHFG”), Mizuho Bank, Ltd. (President & CEO: Takashi Tsukamoto) (“MHBK”) and Mizuho Corporate Bank, Ltd. (President & CEO: Yasuhiro Sato) (“MHCB”) announced on February 26, 2013, in the release titled “Signing of Merger Agreement between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd., Change in Trade Name of Mizuho Corporate Bank, Ltd. and Determination of Representative Director after Merger”, that MHBK and MHCB determined that they will conduct a merger (the “Merger”), with effect on July 1, 2013 (the “Scheduled Date of the Merger”) whereby MHCB will be the surviving company in the absorption-type merger, and that MHBK and MHCB have signed a merger agreement. In addition, MHFG, MHBK and MHCB announced, in the release, that they have determined to change MHCB’s trade name to Mizuho Bank, Ltd. on the Scheduled Date of the Merger, on the condition that the Merger takes effect, and determined the composition of directors, corporate auditors and executive officers, including additional representative directors of MHCB, as of the Scheduled Date of the Merger, on the assumption that the resolution of MHCB’s general shareholders meeting and the resolution of MHCB’s board of directors will have been made and that filings will have been made to, and the permissions will have been obtained from, the relevant authorities in Japan and any foreign countries.

Today, MHFG, MHBK and MHCB hereby announce that they have determined to change, as stated in the Exhibit, a part of the composition of directors, corporate auditors and executive officers of MHCB (MHCB’s trade name will be changed to Mizuho Bank, Ltd. on the Scheduled Date of the Merger; hereinafter referred to as “New Mizuho Bank”) as of the Scheduled Date of the Merger which was announced in the release mentioned above, on the assumption that the Merger takes effect and the resolution of MHCB’s general shareholders meeting will have been made, among other things. There is no change in the representative directors and the directors of New Mizuho Bank as of the Scheduled Date of the Merger which were announced in the release titled “Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd.” on February 8, 2013 as well as in the release mentioned above.

 

 

Contact Information Regarding This Matter

Mizuho Financial Group, Inc.

Corporate Communications, Public Relations Office

Tel: 03-5224-2026

 


Exhibit

Directors, Corporate Auditors and Executive Officers of Mizuho Bank, Ltd.

(Effective as of July 1, 2013)

 

Title

  

Name

  

Areas of Responsibilities

Chairman    Mr. Takashi Tsukamoto   

President & CEO

(Representative Director)

   Mr. Yasuhiro Sato   

Deputy President and Deputy

President-Executive Officer

(Representative Director)

   Mr. Masaaki Kono   

Deputy President (Western Japan

(Kinki, Chugoku, and Shikoku

regions))

Deputy President and Deputy

President-Executive Officer

(Representative Director)

   Mr. Toshitsugu Okabe   

Deputy President (Personal Banking

Unit and Retail Banking Unit) and

Head of Internal Audit Group

Deputy President and Deputy

President-Executive Officer

(Representative Director)

   Mr. Yasuhiko Imaizumi   

Deputy President (Corporate Banking

Unit (Large Corporations), Corporate

Banking Unit and Financial

Institutions & Public Sector Business

Unit)

Deputy President and Deputy

President-Executive Officer

(Representative Director)

   Mr. Nobuhide Hayashi   

Deputy President (International

Banking Unit)

Deputy President and Deputy

President-Executive Officer

(Representative Director)

   Mr. Hirohisa Kashiwazaki    Head of Branch Banking Group

Managing Director and

Managing Executive Officer

   Mr. Yasumasa Nishi    Head of Markets Unit
Corporate Auditor (full-time)    Mr. Osamu Harada   
Corporate Auditor (full-time)    Mr. Yuta Chiba   
Corporate Auditor    Mr. Toshinari Iyoda   
Corporate Auditor    Mr. Masami Ishizaka   
Corporate Auditor    Mr. Isao Imai   
Corporate Auditor    Mr. Toshiaki Hasegawa   

Deputy President-Executive

Officer

   Mr. Hideyuki Takahashi   

Head of Financial Control &

Accounting Group

Deputy President-Executive

Officer

   Mr. Daisaku Abe   

Head of IT & Systems Group and

Head of Operations Group

Deputy President-Executive

Officer

   Mr. Yasunori Tsujita    Head of Human Resources Group

 

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Title

  

Name

  

Areas of Responsibilities

Managing Executive Officer    Mr. Shinya Wako    Head of the Americas
Managing Executive Officer    Mr. Junichi Kato    Joint Head of Markets Unit
Managing Executive Officer    Mr. Harusato Nihei   

Corporate Banking

Branch Banking Group

Managing Executive Officer    Mr. Atsushi Narikawa    Head of Europe, Middle East and Africa
Managing Executive Officer    Mr. Shiro Tomiyasu    Head of Credit Group
Managing Executive Officer    Mr. Kosuke Nakamura   

Corporate Banking

Branch Banking Group

Managing Executive Officer    Mr. Hiroshi Suehiro    Head of Asia & Oceania excl. East Asia
Managing Executive Officer    Mr. Tadashi Kanki    Head of Strategic Planning Group
Managing Executive Officer    Mr. Masayuki Yonetani    Head of Corporate Banking Unit
Managing Executive Officer    Mr. Nobuyuki Fujii   

Head of Corporate Banking Unit

(Large Corporations)

Managing Executive Officer    Mr. Masayuki Hoshi   

Head of Financial Institutions &

Public Sector Business Unit and Head

of Transaction Banking Unit

Managing Executive Officer    Mr. Tetsuhiko Saito    Head of Personal Banking Unit
Managing Executive Officer    Mr. Takeshi Watanabe    Joint Head of Credit Group
Managing Executive Officer    Mr. Masakane Koike   

Head of Risk Management Group and

Head of Compliance Group

Managing Executive Officer    Mr. Akira Sugano   

Head of International Banking Unit

and Head of Asset Management Unit

Managing Executive Officer    Mr. Shusaku Tsuhara   

Corporate Banking

Branch Banking Group

Managing Executive Officer    Mr. Akihiro Hashimoto   

Corporate Banking

Branch Banking Group

Managing Executive Officer    Mr. Kiyoshi Miyake    Head of East Asia
Managing Executive Officer    Mr. Tomoshige Jingu   

Corporate Banking

Branch Banking Group

Managing Executive Officer    Mr. Satoshi Miyazaki   

Corporate Banking

Branch Banking Group

Managing Executive Officer    Mr. Keiichiro Ogushi   

Corporate Banking

Branch Banking Group

Managing Executive Officer    Mr. Seiichi Kondo   

Corporate Banking

Branch Banking Group

Managing Executive Officer    Mr. Tatsufumi Sakai   

Head of Investment Banking Unit and

in charge of Business Collaboration Division (Securities & Trust Services)

 

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Title

  

Name

  

Areas of Responsibilities

Managing Executive Officer    Mr. Tetsuo Iimori    Head of Retail Banking Unit
Managing Executive Officer    Mr. Daisuke Yamada   

Corporate Banking

Branch Banking Group

Managing Executive Officer    Mr. Takeru Watanabe   

Corporate Banking

Branch Banking Group

Managing Executive Officer    Mr. Haruki Nakamura   

Joint Head of IT & Systems Group

and General Manager of IT &

Systems Planning Division

Executive Officer    Mr. Hokuto Nakano    General Manager of Forex Division
Executive Officer    Mr. Tsutomu Nomura    General Manager of Credit Coordination Division
Executive Officer    Mr. Yukihisa Matsumoto   

Corporate Banking

Branch Banking Group

Executive Officer    Mr. Kazunori Hashimoto   

General Manager of Tokyo Main Office and Tokyo Main Office

Division No. 1

Executive Officer    Mr. Kentaro Akashi   

General Manager of Hong Kong Corporate Banking Division No.1 and

No. 2

Executive Officer    Mr. Amane Oshima   

General Manager of International

Treasury Division

Executive Officer    Mr. Andrew Dewing   

General Manager of Americas

Corporate Banking Division No. 2 and

General Manager for International

Banking Unit, Mizuho Bank (USA)

Executive Officer    Mr. Ryoichi Amino   

General Manager for International

Banking Unit, President of Mizuho

Corporate Bank (China), Ltd.

Executive Officer    Mr. Kazuhiro Kawai   

General Manager of Corporate Credit

Division No. 1

Executive Officer    Mr. Mitsuo Ootani   

General Manager of Compliance

Division

Executive Officer    Mr. Hideaki Kuraishi   

General Manager of Europe

Structured Finance Division

Executive Officer    Mr. Takashi Saito   

General Manager of Derivative

Products Division

Executive Officer    Mr. Katsuyuki Mizuma   

General Manager of Asia & Oceania

Division

Executive Officer    Mr. Ryusuke Aya   

General Manager of Risk

Management Division

Executive Officer    Mr. Masahiro Miwa   

General Manager of Corporate

Banking Division No. 9

Executive Officer    Mr. Yuusei Matsubara    General Manager of Financial Institutions & Public Sector Business Coordination Division
Executive Officer    Mr. Junichi Shinbo    General Manager of Portfolio Management Division

 

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Title

  

Name

  

Areas of Responsibilities

Executive Officer    Mr. Makoto Saito    General Manager of Branch Banking Division
Executive Officer    Mr. Yasuhisa Fujiki    General Manager of International Coordination Division
Executive Officer    Mr. Hikaru Shimomura   

General Manager of Corporate

Banking Division No. 2

Executive Officer    Mr. Takahisa Shirota   

General Manager of Kyobashi Branch

Division No. 2

Executive Officer    Mr. Ryousuke Joukou   

General Manager of Executive

Secretariat

Executive Officer    Mr. Akihiro Nakanishi   

General Manager of Corporate

Banking Division No. 8

Executive Officer    Mr. Kazuya Kobayashi   

General Manager of Corporate

Banking Division No. 13

Executive Officer    Mr. Souichi Hosoi   

General Manager of Financial

Planning Division

Executive Officer    Mr. Noritaka Takahashi    General Manager of Bangkok Branch
Executive Officer    Mr. Kouji Arita   

General Manager of Operations

Planning Division

Executive Officer    Mr. Takeshi Aono    General Manager of ALM Division
Executive Officer    Mr. Hiroshi Toyoda   

General Manager of Corporate

Banking Division No. 6

Executive Officer    Mr. Makoto Kimura   

General Manager of Ginza Branch

Division No. 2

Executive Officer    Mr. Akira Nakamura   

General Manager of Corporate

Banking Coordination Division

(Large Corporations)

Executive Officer    Mr. Kouji Yonei   

General Manager of IT & Systems

Promotion Division

Executive Officer    Mr. Atsushi Sugao   

General Manager of Corporate

Banking Coordination Division

Executive Officer    Mr. Teiji Teramoto   

General Manager of Investment

Banking Coordination Division

Executive Officer    Mr. Yasuhiko Morikawa    General Manager of Financial Institutions Banking Division No. 1
Executive Officer    Mr. Kenji Tsujitsugu   

General Manager of Fukuoka

Corporate Banking Division

Executive Officer    Mr. Tsuyoshi Katayama   

General Manager of Main Office

Municipal Division No. 1

Executive Officer    Mr. Naonobu Sumida   

General Manager of Securities

Division

 

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1. The information underlined indicates the changes from the content of the announcement on February 26, 2013. In addition, Mr. Toyonori Takashima, who was included in the announcement on February 26, 2013 as the Executive Officer of New Mizuho Bank after the Merger, will retire from his current position as the Executive Officer of MHBK as of June 30, 2013, and will not assume the office of Executive Officer of New Mizuho Bank after the Merger. Therefore, he is not included in the composition of directors, corporate auditors and executive officers indicated above.

 

2. The composition of directors, corporate auditors and executive officers indicated above is based on the assumption that the Merger will take effect, that a resolution of the general shareholders meeting and a resolution of the board of directors of MHCB (after the Merger, New Mizuho Bank) will have been made, and that filings will have been made to, and the permissions will have been obtained from, the relevant authorities in Japan and any foreign countries.

 

3. Messrs. Isao Imai and Toshiaki Hasegawa are “outside corporate auditors” as provided for in Article 2, Item 16 of the Company Law. Mr. Masami Ishizaka is a candidate for “outside corporate auditor” as provided for in Article 2, Paragraph 3, Item 8 of the Enforcement Regulations of the Company Law.

 

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