HOYA CORPORATION
June 22, 2015
Dear Shareholders:
The 77th Ordinary General Meeting of Shareholders of the HOYA CORPORATION was held on Friday, June 19, 2015, 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 77th fiscal year (from April
1, 2014 to March 31, 2015) 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 77th fiscal year (from April 1, 2014 to March 31,
2015).
The above two matters were reported.
Matters proposed by the Company (Propositions No. 1 to No. 3)
Proposition No. 1 : Election of Six (6) Directors. This proposition was approved in its original form.
Messrs. Itaru Koeda, Yukako Uchinaga, Mitsudo Urano, Takeo Takasu and Hiroshi Suzuki
were re-elected and Mr. Shuzo Kaihori were newly elected and inaugurated as Directors.
1
Matters proposed by shareholders (Propositions No. 4 to No. 21)
Proposition No. 4: Dismissal of Six (6) Directors Proposition No. 5: Election of Directors Proposition No. 6: Partial Amendment to the Articles of Incorporation(Individual disclosure of executive compensation)
Proposition No. 7: Partial Amendment to the Articles of Incorporation(Separation of roles of Chairperson of the Board of Directors and President & CEO)
Proposition No. 8: Partial Amendment to the Articles of Incorporation
(Disclosure of information regarding the decision-making policy on compensation for
Directors and Executive Officers)
(Directors' Mandatory Retirement at 70 Years of Age)
Proposition No. 10: Partial Amendment to the Articles of Incorporation(Appointment of Directors aged 40 or younger)
Proposition No. 11: Partial Amendment to the Articles of Incorporation(Provision relating to the structure allowing shareholders to recommend candidates for positions as Directors to the Nomination Committee and equal treatment)
Proposition No. 12: Partial Amendment to the Articles of Incorporation(Provision relating to communication between shareholders and Directors and relevant handling)
Proposition No. 13: Partial Amendment to the Articles of Incorporation(Disclosure of relationship with the Employee Stock Ownership Association of HOYA CORPORATION)
Proposition No. 14: Not to Reappoint the Accounting Auditor Proposition No. 15: Partial Amendment to the Articles of Incorporation(Establishment of a special committee relating to handling of shareholder proposal rights)
Proposition No. 16: Partial Amendment to the Articles of Incorporation
(Establishment of a special committee relating to the relationship between the
Company and Mr. Katsutoshi Kaneda)
(Establishment of a special committee relating to requests to Tape Rewrite Co., Ltd.)
Proposition No. 18: Partial Amendment to the Articles of Incorporation
(Establishment of a special committee relating to discontinuation of inorganic EL
research)
2
(Establishment of a special committee relating to the suspension of rational creation of new businesses over the past 25 years)
Proposition No. 20: Partial Amendment to the Articles of Incorporation
(Establishment of a special committee relating to the business relationship with Kenko
Tokina Co., Ltd.)
(Establishment of a special committee relating to appropriateness of hereditary succession to the position of corporate manager and the effect on shareholder value)
All of the above listed eighteen propositions were rejected.
Matter proposed by the Company (Proposition No. 1)
Proposition | FOR | AGAINST | ABSTAIN | Rate of APPROVAL (%) | RESULTS |
Proposition No. 1 | |||||
Mr. Itaru Koeda | 3,422,525 | 47,450 | 9,370 | 97.87％ | Approved |
Ms. Yukako Uchinaga | 3,447,495 | 22,480 | 9,370 | 98.59％ | Approved |
Mr. Mitsudo Urano | 3,447,488 | 22,488 | 9,370 | 98.59％ | Approved |
Mr. Takeo Takasu | 3,416,320 | 53,656 | 9,370 | 97.70％ | Approved |
Mr. Shuzo Kaihori | 3,448,947 | 21,029 | 9,370 | 98.63％ | Approved |
Mr. Hiroshi Suzuki | 3,432,895 | 37,082 | 9,370 | 98.17％ | Approved |
Proposition No. 2 | 3,469,977 | 982 | 9,370 | 99.18％ | Approved |
Proposition No. 3 | 3,462,951 | 8,032 | 9,370 | 98.98％ | Approved |
Matters proposed by shareholders (Propositions No. 4 to No. 21)
Proposition | FOR | AGAINST | ABSTAIN | Rate of APPROVAL (%) | RESULTS |
Proposition No. 4 | |||||
Mr. Hiroshi Suzuki | 21,773 | 3,444,416 | 13,427 | 0.64％ | Rejected |
Mr.Yukiharu Kodama | 21,707 | 3,444,482 | 13,427 | 0.64％ | Rejected |
Mr. Itaru Koeda | 21,798 | 3,444,391 | 13,427 | 0.64％ | Rejected |
Mr. Yutaka Aso | 21,759 | 3,444,430 | 13,427 | 0.64％ | Rejected |
Mr. Mitsudo Urano | 21,269 | 3,444,920 | 13,427 | 0.63％ | Rejected |
Ms. Yukako Uchinaga | 21,308 | 3,444,881 | 13,427 | 0.63％ | Rejected |
Proposition No. 5 | |||||
Mr. Taizo Takayama | 24,690 | 3,446,042 | 9,373 | 0.73％ | Rejected |
Ms. Yukako Uchinaga | |||||
Mr. Mitsudo Urano |
3
Mr. Takeo Takasu | |||||
Proposition No. 6 | 1,352,638 | 2,119,818 | 9,373 | 38.67％ | Rejected |
Proposition No. 7 | 1,226,848 | 2,222,568 | 32,413 | 35.07％ | Rejected |
Proposition No. 8 | 73,223 | 3,399,220 | 9,393 | 2.11％ | Rejected |
Proposition No. 9 | 60,009 | 3,410,675 | 11,142 | 1.73％ | Rejected |
Proposition No. 10 | 26,279 | 3,445,954 | 9,393 | 0.77％ | Rejected |
Proposition No. 11 | 30,332 | 3,442,128 | 9,393 | 0.89％ | Rejected |
Proposition No. 12 | 34,009 | 3,435,680 | 12,163 | 0.99％ | Rejected |
Proposition No. 13 | 30,853 | 3,371,687 | 79,318 | 0.90％ | Rejected |
Proposition No. 14 | 24,936 | 3,442,283 | 14,635 | 0.73％ | Rejected |
Proposition No. 15 | 26,638 | 3,379,478 | 75,785 | 0.78％ | Rejected |
Proposition No. 16 | 26,807 | 3,380,840 | 74,247 | 0.79％ | Rejected |
Proposition No. 17 | 26,564 | 3,381,085 | 74,247 | 0.78％ | Rejected |
Proposition No. 18 | 26,672 | 3,380,970 | 74,247 | 0.78％ | Rejected |
Proposition No. 19 | 26,732 | 3,380,921 | 74,247 | 0.78％ | Rejected |
Proposition No. 20 | 26,845 | 3,380,882 | 74,247 | 0.79％ | Rejected |
Proposition No. 21 | 26,651 | 3,379,257 | 75,785 | 0.78％ | Rejected |
(Notes）
1．Requirements for passage of the proposition are as follows:
・Propositions No.1, No.4 and No.5: 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.2 to No.21 (excluding Propositions No.4, No.5 and No.14): 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. 14: Approval by the majority of the shareholders in attendance.
2．Ms. Yukako Uchinaga, Mr. Mitsudo Urano and Mr. Takeo Takasu, 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, Mr. Mitsudo Urano and Mr. Takeo Takasu are
counted as votes for Proposition No. 1.
3．The voting results have come out as a result of aggregating the number of votes indicating approval or rejection exercised in advance on or before the day prior to the day of this general meeting of
shareholders, and the votes of some shareholders who attended the meeting and indicated an intention to
either approve or reject the propositions have been confirmed. Therefore, the results of voting by shareholders who attended the meeting, but for whom an intention to approve or reject propositions, or to abstain from voting, 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 which indicated
intentions that were deemed invalid are also included in the number of voting rights of attending shareholders.
4
Nomination Committee members: Mr. Itaru Koeda (Chairperson),
Ms. Yukako Uchinaga, Mr. Mitsudo Urano, Mr. Takeo Takasu and
Mr. Shuzo Kaihori
Remuneration Committee members:
Mr. Mitsudo Urano (Chairperson), Mr. Itaru Koeda,
Ms. Yukako Uchinaga , Mr. Takeo Takasu and Mr. Shuzo Kaihori
Audit Committee members:
Ms. Yukako Uchinaga(Chairperson), Mr. Itaru Koeda,
Mr. Mitsudo Urano, Mr. Takeo Takasu and Mr. Shuzo Kaihori
(Note) Mr. Itaru Koeda, Ms. Yukako Uchinaga, Mr. Mitsudo Urano, Mr. Takeo Takasu and Mr. Shuzo
Kaihori 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, CFO: Mr. Ryo Hirooka
Executive Officer, COO (Information Technology) and CTO : Mr. Eiichiro Ikeda
Executive Officer, Visioncare Company President: Mr. Girts Cimermans
Executive Officer, CLO and Head of Corporate Development and Affairs: Mr. Augustine Yee
5
|
distributed by
|
