HOYA CORPORATION
June 19, 2014
Dear Shareholders:
The 76th Ordinary General Meeting of Shareholders of the HOYA CORPORATION was held on Wednesday, June 18, 2014, at the Bellesalle Shinjuku Grand (Event Hall) Tokyo, Japan and the following matters were reported and resolved. We really appreciate your cooperation for the voting.
Yours very truly,
2-7-5, Naka-Ochiai, Shinjuku-ku, Tokyo, Japan
Hiroshi Suzuki
President and CEO
1. The business report and consolidated financial statements for the 76th fiscal year (from April
1, 2013 to March 31, 2014) and the audit reports of the consolidated financial statements for the fiscal year by the Independent Auditor and the Audit Committee.
2. Reports on financial statements for the 76th fiscal year (from April 1, 2013 to March 31,
2014).
The above two matters were reported.
Matter proposed by the Company (Proposition No. 1)
Proposition No.1 : Election of 7 Directors.
The proposition was approved in its original form.
Messrs. Yukiharu Kodama, Itaru Koeda, Yutaka Aso, Yukako Uchinaga, Mitsudo Urano and Hiroshi Suzuki were re-elected and Mr. Takeo Takasu were newly elected and they inaugurated as Directors.
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Matters proposed by shareholders (Propositions No. 2 to No. 18)
(Regulation on treatment of submitted voting form left blank)
Proposition No. 4: Partial amendment to the Articles of Incorporation(Individual disclosure of remunerations)
Proposition No. 5: Partial amendment to the Articles of Incorporation(Separation of roles of Chairman of the Board of Directors and CEO)
Proposition No. 6: Not to reappoint the accounting auditor Proposition No. 7: Partial amendment to the Articles of Incorporation(Disclosure of Director term limit)
Proposition No. 8: Partial amendment to the Articles of Incorporation(Disclosure of Director age limit)
Proposition No. 9: Partial amendment to the Articles of Incorporation(Disclosure of Director training)
Proposition No. 10: Partial amendment to the Articles of Incorporation (Disclosure of hereditary succession of Representative Executive Officer and CEO) Proposition No. 11: Partial amendment to the Articles of Incorporation (Stipulation regarding opposing proposals and amendment proposals) Proposition No. 12: Partial amendment to the Articles of Incorporation (Stipulation regarding the length of time for explaining a shareholder proposal) Proposition No. 13: Partial amendment to the Articles of Incorporation(Stipulation regarding recommendatory proposals)
Proposition No. 14: Partial amendment to the Articles of Incorporation (Establishment of a special committee regarding expansion into the ophthalmology-pharma business) Proposition No. 15: Partial amendment to the Articles of Incorporation (Establishment of a special committee regarding the loss in enterprise value accompanying the Pentax acquisition) Proposition No. 16: Partial amendment to the Articles of Incorporation(Establishment of Technology Management Committee)
Proposition No. 17: Partial amendment to the Articles of Incorporation(Disclosure related to say-on-pay)
Proposition No. 18: Partial amendment to the Articles of Incorporation
(Prohibition of drafting false transcripts of proceedings of General
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Meeting of Shareholders)
Each proposition of the above seventeen propositions was rejected.
Matter proposed by the Company (Proposition No. 1)
Proposition | FOR | AGAINST | ABSTAIN | Rate of APPROVAL (%) | RESULTS |
Proposition No.1 | |||||
Mr. Yukiharu Kodama | 3,427,508 | 140,586 | 9,623 | 95.55％ | Approved |
Mr. Itaru Koeda | 3,435,922 | 132,177 | 9,623 | 95.78％ | Approved |
Mr. Yutaka Aso | 3,434,487 | 133,612 | 9,623 | 95.74％ | Approved |
Ms. Yukako Uchinaga | 3,436,207 | 131,896 | 9,623 | 95.79％ | Approved |
Mr. Mitsudo Urano | 3,437,979 | 130,126 | 9,623 | 95.84％ | Approved |
Mr. Takeo Takasu | 3,439,180 | 128,929 | 9,623 | 95.87％ | Approved |
Mr. Hiroshi Suzuki | 3,390,283 | 177,831 | 9,623 | 94.51％ | Approved |
Matters proposed by shareholders (Propositions No. 2 to No. 18)
Proposition | FOR | AGAINST | ABSTAIN | Rate of APPROVAL (%) | RESULTS |
Proposition No.2 | |||||
Mr. Yu Kubozono | 34,110 | 3,421,294 | 122,267 | 0.95％ | Rejected |
Mr. Mitsutaka Yamaguchi | 34,018 | 3,421,383 | 122,267 | 0.95％ | Rejected |
Ms. Noriko Yamanaka | 33,318 | 3,421,794 | 122,570 | 0.93％ | Rejected |
Ms. Yukako Uchinaga | |||||
Mr. Mitsudo Urano | |||||
Proposition No.3 | 273,259 | 3,295,716 | 9,633 | 7.62％ | Rejected |
Proposition No.4 | 1,599,476 | 1,969,535 | 9,633 | 44.59％ | Rejected |
Proposition No.5 | 1,462,287 | 2,106,664 | 9,700 | 40.76％ | Rejected |
Proposition No.6 | 50,196 | 3,405,457 | 123,002 | 1.40％ | Rejected |
Proposition No.7 | 66,165 | 3,392,565 | 119,928 | 1.84％ | Rejected |
Proposition No.8 | 54,848 | 3,404,146 | 119,625 | 1.53％ | Rejected |
Proposition No.9 | 53,860 | 3,405,156 | 119,625 | 1.50％ | Rejected |
Proposition No.10 | 191,412 | 3,377,591 | 9,633 | 5.34％ | Rejected |
Proposition No.11 | 84,102 | 3,369,993 | 124,540 | 2.34％ | Rejected |
Proposition No.12 | 79,770 | 3,377,442 | 121,466 | 2.22％ | Rejected |
Proposition No.13 | 152,580 | 3,304,655 | 121,466 | 4.25％ | Rejected |
Proposition No.14 | 71,360 | 3,382,801 | 124,540 | 1.99％ | Rejected |
Proposition No.15 | 181,471 | 3,382,683 | 14,548 | 5.06％ | Rejected |
Proposition No.16 | 71,920 | 3,382,245 | 124,540 | 2.00％ | Rejected |
Proposition No.17 | 203,035 | 3,078,852 | 296,753 | 5.66％ | Rejected |
Proposition No.18 | 91,133 | 3,363,228 | 124,237 | 2.54％ | Rejected |
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(Notes）
1．Requirements for passage of the proposition are as follows:
・Propositions No.1 and No.2: Attendance of shareholders who hold at least one-third of voting rights of shareholders eligible to exercise voting rights, and approval by the majority of the shareholders in
attendance,
・Propositions No.3 to No.18 (excluding Proposition No.6): Attendance of shareholders who hold at least one-third of voting rights of shareholders eligible to exercise voting rights, and approval by at least
two-thirds of the shareholders in attendance,
・Proposition No.6: Approval by the majority of the shareholders in attendance.
2．Ms. Yukako Uchinaga and Mr. Mitsudo Urano, who are candidates as directors proposed by shareholders, are also candidates as directors proposed by the Company. In order not to count one vote twice, the
votes for Ms. Yukako Uchinaga and Mr. Mitsudo Urano are counted as votes for Proposition No.1.
3．The results of the exercise of voting have come out as a result of aggregating the number of voting rights indicating approval or rejection exercised in advance on or before the day prior to the day of this
general meeting of shareholders and the voting rights of certain shareholders who attended the meeting
and whose intentions to approve or reject the propositions have been confirmed. Therefore, the results of the exercise of voting rights by shareholders who attended the meeting but whose intentions to approve or reject the proposition or to abstain from the votes cannot be confirmed are not included in the count.
4．The process for calculating the rate of approval will include the number of voting rights of shareholders who attended the meeting (including voting rights exercised in advance and voting rights of those who
attended the meeting [including the voting rights of shareholders who left the meeting before it ended]).
5．In calculating the rate of approval, the number of voting rights exercised in advance and indicating intentions that were deemed invalid is also included in the number of voting rights of attending
shareholders.
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Nomination Committee members:
Mr. Itaru Koeda (Chairperson), Mr. Yukiharu Kodama, Mr. Yutaka Aso, Ms. Yukako Uchinaga, Mr. Mitsudo Urano and Mr. Takeo Takasu
Remuneration Committee member:
Mr. Mr. Yutaka Aso (Chairperson), Mr. Yukiharu Kodama, Mr. Itaru Koeda, Ms. Yukako Uchinaga, Mr. Mitsudo Urano and Mr. Takeo Takasu
Audit Committee member:
Mr. Yukiharu Kodama (Chairperson), Mr. Itaru Koeda, Mr. Yutaka Aso
Ms. Yukako Uchinaga, Mr. Mitsudo Urano and Mr. Takeo Takasu
(Note) Messrs. Yukiharu Kodama, Itaru Koeda, Yutaka Aso, Ms. Yukako Uchinaga and Mr. Mitsudo Urano and Mr. Takeo Takasu are outside directors as provided for in Article 2, Item 15 of the Company Law.
Executive Officers (＊ indicates Executive Officer concurrently appointed as Internal Director) Representative Executive Officer, President & CEO：Mr. Hiroshi Suzuki ＊ Representative Executive Officer, Chief Financial Officer : Mr. Ryo Hirooka
Executive Officer, Chief Operating Officer (Information Technology) : Mr. Eiichiro Ikeda
Executive Officer, Chief Operating Officer (Life Care) : Mr. Girts Cimermans
Executive Officer, Chief Legal Officer and Head of Corporate Development and Affairs: Mr. Augustine Yee
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