FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of June, 2015
Commission File Number 1-15236
Advantest Corporation
(Translation of Registrant’s Name Into English)
Shin Marunouchi Center Building
1-6-2, Marunouchi
Chiyoda-ku
Tokyo 100-0005
Japan
(Address of Principal Executive Offices)
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):
Materials Contained in this Report:
1. English translation of the Japanese-language Extraordinary Report submitted by the registrant to the Director-General of the Kanto Local Finance Bureau of the Ministry of Finance of Japan on June 25, 2015.
2. English translation of the Japanese-language notice regarding resolutions adopted at the 73rd ordinary general meeting of shareholders on June 24, 2015.
3. Executive summary of the Japanese language Securities Report submitted by the registrant to the Director General of the Kanto Local Finance Bureau of the Ministry of Finance of Japan on June 25, 2015.
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.
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Advantest Corporation |
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By: |
/s/ Hiroshi Nakamura |
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Name: |
Hiroshi Nakamura |
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Title: |
Director, Managing Executive Officer
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Date: June 25, 2015
Extraordinary Report
June 25, 2015
(TRANSLATION)
ADVANTEST CORPORATION
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Note for readers of this English translation
On June 25, 2015, ADVANTEST CORPORATION (the “Company”) filed its Japanese-language Extraordinary Report (Rinji Houkokusho) (the “Report”) with the Director-General of the Kanto Financial Bureau in Japan in connection with the Company’s shareholders’ voting results for proposals acted upon at the 73rd Ordinary General Meeting of Shareholders held on June 24, 2015 pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report in its entirety.
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1. Reason for submitting the Extraordinary Report
Given that resolutions were made for the PROPOSALS TO BE ACTED UPON at the 73rd Ordinary General Meeting of Shareholders held on June 24, 2015 (the “Meeting”), ADVANTEST CORPORATION (the “Company”) submits this Extraordinary Report under the provisions of Article 24-5, Paragraph 4, of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.
2. Matters reported
(1) Date when the Meeting was held: June 24, 2015
(2) Proposals acted upon
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Agenda Item No.1:
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Partial amendments to the Articles of Incorporation
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The Company’s Articles of Incorporation were amended in connection with its transition of governance structure to a company with an audit and supervisory committee, and in connection with the amendment to the scope of directors who may enter into a limited liability agreement with the Company. In addition, other necessary amendments to the Articles of Incorporation of the Company were made, such as changes of wording, expressions, etc.
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Agenda Item No.2:
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Election of 6 directors (excluding directors who are audit and supervisory committee members)
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Shinichiro Kuroe, Osamu Karatsu, Seiichi Yoshikawa, Sae Bum Myung, Hiroshi Nakamura and Yoshiaki Yoshida were elected as directors who are not audit and supervisory committee members of the Company.
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Agenda Item No.3:
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Election of 3 directors who are audit and supervisory committee members
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Yuichi Kurita, Megumi Yamamuro and Yasushige Hagio were elected as directors who are audit and supervisory committee members of the Company.
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Agenda Item No.4:
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Election of 1 substitute director who is an audit and supervisory committee member
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Osamu Karatsu was elected as substitute director who is an audit and supervisory committee member of the Company.
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Agenda Item No.5:
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Determination of the amount of remuneration for directors (excluding directors who are audit and supervisory committee members)
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The amount of remuneration for directors (excluding directors who are audit and supervisory committee members) was determined as no more than ¥600 million per year.
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Agenda Item No.6:
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Determination of the amount of remuneration for directors who are audit and supervisory committee members
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The amount of remuneration for directors who are audit and supervisory committee members was determined as no more than ¥100 million per year.
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Agenda Item No.7:
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Determination of the amount of remuneration as stock options to directors (excluding directors who are audit and supervisory committee members)
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The amount of remuneration as stock options in the form of stock acquisition rights to directors (excluding directors who are audit and supervisory committee members) was determined as no more than ¥700 million per year.
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(3)
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Number of voting rights concerning the indication of “for,” “against” or “abstain” for each proposal; Requirements for approving the proposals; Results of resolutions
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(Unit: Voting right)
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Proposal
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For
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Against
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Abstain
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Requirements for approval
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Results of Resolutions
(Ratio of favorable votes)
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Agenda Item No.1: Partial amendments to the Articles of Incorporation
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1,155,665
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68,997
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420
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Note 1
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Approved (94.17%)
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Agenda Item No.2: Election of 6 directors (excluding directors who are audit and supervisory committee members)
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Note 2
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Shinichiro Kuroe
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1,208,917
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16,004
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162
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Approved (98.51%)
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Osamu Karatsu
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1,215,645
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9,278
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162
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Approved (99.06%)
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Seiichi Yoshikawa
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899,366
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325,716
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0
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Approved (73.29%)
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Sae Bum Myung
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1,215,075
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9,796
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214
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Approved (99.01%)
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Hiroshi Nakamura
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1,215,211
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9,659
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214
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Approved (99.02%)
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Yoshiaki Yoshida
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1,216,087
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8,784
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214
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Approved (99.09%)
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Agenda Item No.3: Election of 3 directors who are audit and supervisory committee members
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Note 2
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Yuichi Kurita
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1,209,944
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14,994
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138
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Approved (98.59%)
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Megumi Yamamuro
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1,107,477
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117,515
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86
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Approved (90.24%)
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Yasushige Hagio
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1,143,428
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81,427
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222
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Approved (93.17%)
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Agenda Item No.4: Election of 1 substitute director who is an audit and supervisory committee member
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Note 2
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Osamu Karatsu
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1,219,231
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5,764
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89
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Approved (99.35%)
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Agenda Item No.5: Determination of the amount of remuneration for directors (excluding directors who are audit and supervisory committee members)
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1,221,840
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3,159
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86
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Note 3
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Approved (99.56%)
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Agenda Item No.6: Determination of the amount of remuneration for directors who are audit and supervisory committee members
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1,221,977
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3,022
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86
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Note 3
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Approved (99.57%)
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Agenda Item No.7: Determination of the amount of remuneration as stock options to directors (excluding directors who are audit and supervisory committee members)
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658,880
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566,131
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66
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Note 3
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Approved (53.69%)
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Notes:
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1.
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The resolution is adopted by two-thirds (2/3) or more of the affirmative votes, including postal and electronic filings, of the shareholders present at the meeting where the shareholders holding one-third (1/3) or more of the votes of all shareholders entitled to exercise their votes at such shareholders meeting are present.
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2.
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The resolution is adopted by a simple majority of the affirmative votes, including postal and electronic filings, of the shareholders present at the meeting where the shareholders holding one-third (1/3) or more of the votes of all shareholders entitled to exercise their votes at such shareholders meeting are present.
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3.
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The resolution is adopted by a simple majority of the affirmative votes, including postal and electronic filings, of the shareholders present at the meeting.
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(4)
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Reason why a portion of the voting rights held by the shareholders present at the Meeting was not added to the number of voting rights
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Because the required majority approval for the proposals was met by the voting rights exercised in advance on or before the day prior to the day of Meeting and the voting rights of certain shareholders who attended the Meeting and whose intention to approve or reject the proposal have been confirmed, and the resolution was thereby enacted lawfully under the Companies Act.
(The following is an unofficial English translation of the Notice Regarding Resolutions Adopted at the 73rd Ordinary General Meeting of Shareholders of Advantest Corporation (the “Company”). The Company provides this translation for your reference and convenience only and without any warranty as to its accuracy or otherwise.)
(Stock Code Number: 6857, TSE first section)
June 24, 2015
To Our Shareholders
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Shinichiro Kuroe
Representative Director
President and CEO
ADVANTEST CORPORATION
32-1, Asahi-cho 1-chome,
Nerima-ku, Tokyo
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NOTICE REGARDING RESOLUTIONS ADOPTED AT
THE 73rd ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Notice is hereby given that the following matters were presented and resolved at the 73rd ordinary general meeting of shareholders of ADVANTEST CORPORATION (the “Company”) which took place today.
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Item No.1:
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Matters concerning the business report, consolidated financial statements and financial statements reporting for the 73rd Fiscal Year (from April 1, 2014 to March 31, 2015)
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Item No.2:
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Matters concerning the results of audit of the Company’s consolidated financial statements by the Independent Auditors and the Audit & Supervisory Board
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Presentations on the above Items No.1 and No.2 were given to the shareholders.
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Agenda Item No.1:
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Partial amendments to the Articles of Incorporation
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The shareholders resolved to approve the agenda as originally proposed.
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Agenda Item No.2:
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Election of 6 directors (excluding directors who are audit and supervisory committee members)
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The shareholders resolved to approve, as originally proposed, the election of Shinichiro Kuroe, Osamu Karatsu, Seiichi Yoshikawa, Sae Bum Myung, Hiroshi Nakamura and Yoshiaki Yoshida, each of whom has since assumed office.
Osamu Karatsu and Seiichi Yoshikawa are outside directors.
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Agenda Item No.3:
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Election of 3 directors who are audit and supervisory committee members
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The shareholders resolved to approve, as originally proposed, the election of Yuichi Kurita, Megumi Yamamuro and Yasushige Hagio, each of whom has since assumed office.
Megumi Yamamuro and Yasushige Hagio are outside directors.
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Agenda Item No. 4:
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Election of 1 substitute director who is an audit and supervisory committee member
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The shareholders resolved to approve, as originally proposed, the election of Osamu Karatsu.
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Determination of the amount of remuneration for directors (excluding directors who are audit and supervisory committee members)
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The shareholders resolved to approve, as originally proposed, that the amount of remuneration for directors (excluding directors who are audit and supervisory committee members) shall be no more than ¥600 million per year.
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Determination of the amount of remuneration for directors who are audit and supervisory committee members
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The shareholders resolved to approve, as originally proposed, that the amount of remuneration for directors who are audit and supervisory committee members shall be no more than ¥100 million per year.
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Determination of the amount of remuneration as stock options to directors (excluding directors who are audit and supervisory committee members)
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The shareholders resolved to approve, as originally proposed, that the amount of remuneration as stock options in the form of stock acquisition rights to directors (excluding directors who are audit and supervisory committee members) shall be no more than ¥700 million per year. The Company may issue stock acquisition rights to such directors up to such remuneration amount. Stock options will be granted by (i) issuing stock acquisition rights, (ii) providing cash remuneration that is equal to the total amount of subscription price, and (iii) setting off such remuneration against the subscription price of the stock acquisition rights.
The following has been decided by resolution at the special meeting of the board of directors and at the meeting of the audit and supervisory committee held subsequent to the shareholders’ meeting:
[Directors]
Shinichiro Kuroe, Representative Director
Osamu Karatsu, Director
Seiichi Yoshikawa, Director
Sae Bum Myung, Director
Hiroshi Nakamura, Director
Yoshiaki Yoshida, Director
Yuichi Kurita, Director, Standing Audit and Supervisory Committee Member
Megumi Yamamuro, Director, Audit and Supervisory Committee Member
Yasushige Hagio, Director, Audit and Supervisory Committee Member
[Executive Officers]
Shinichiro Kuroe, President and CEO
Sae Bum Myung, Senior Executive Officer (promoted)
Hiroshi Nakamura, Managing Executive Officer
Yoshiaki Yoshida, Managing Executive Officer
Hans-Juergen Wagner, Managing Executive Officer
Soichi Tsukakoshi, Managing Executive Officer (promoted)
Satoru Nagumo, Managing Executive Officer (promoted)
Koichi Tsukui, Managing Executive Officer (promoted)
Takashi Sugiura, Executive Officer
Takashi Sekino, Executive Officer
Josef Schraetzenstaller, Executive Officer
Makoto Nakahara, Executive Officer
Toshiyuki Okayasu, Executive Officer
CH Wu, Executive Officer
Kazuhiro Yamashita, Executive Officer
Takayuki Nakamura, Executive Officer
Wilhelm Radermacher, Executive Officer
Masuhiro Yamada, Executive Officer
Isao Sasaki, Executive Officer
Keith Hardwick, Executive Officer
Douglas Lefever, Executive Officer
Shunsuke Kato, Executive Officer (newly elected)
Kimiya Sakamoto, Executive Officer (newly elected)
Atsushi Fujita, Executive Officer (newly elected)
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§
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The payment of a year-end dividend for the 73rd fiscal year
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The Company resolved at the meeting of its board of directors held on May 27, 2015 to distribute a year-end dividend of 10 yen per share for the 73rd fiscal year. For details, please refer to the documents sent to you on June 1, 2015.
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§
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Presentation materials concerning matters reported at the 73rd ordinary general meeting of shareholders are available on the Company’s website.
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