FORM 6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

For the month of ….

 March

…………………………………………………, 

2015  

 

CANON INC.

 

 

(Translation of registrant’s name into English)

30-2, Shimomaruko 3-Chome, Ohta-ku, Tokyo 146-8501, Japan

 

 

(Address of principal executive offices)

[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F X Form 40-F  

[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.

 

CANON INC.

 

 

        (Registrant)

 

Date….

March 30, 2015      By……/s/…… Shinichi Aoyama………………
                                   (Signature)*

 

  Shinichi Aoyama

  General Manager

  Consolidated Accounting Div.

  Canon Inc.

*Print the name and title of the signing officer under his signature.

The following materials are included.

1. Extraordinary Report


1.

Reason for Filing

Canon Inc. (the “Company”) is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance relating to the Disclosure of Details of Corporations, etc. to report the approval of resolutions at the Ordinary General Meeting of Shareholders for the 114th Business Term (the “Ordinary General Meeting”) of the Company held at March 27, 2015.

2.

Description of Report

(1)

Date on which the Ordinary General Meeting was held:

March 27, 2015

(2)

Details of the Matters to be Resolved:

Item No.1:

Dividend from Surplus

a. Matters concerning allocation of dividend and its total amount:

    85.00 yen per one common share of the Company

    Total amount of dividend 92,805,705,295 yen

b. Effective date of the dividend from surplus:

    March 30, 2015

Item No.2:

Partial Amendment to the Articles of Incorporation

It was proposed that the Company change its means of giving public notices to an electronic means to make it more convenient to read the public notices.

Item No.3:

Election of Seventeen Directors

It was proposed that the following persons be elected as Directors:

Messrs. Fujio Mitarai, Toshizo Tanaka, Yoroku Adachi, Shigeyuki Matsumoto, Toshio Homma, Hideki Ozawa, Masaya Maeda, Yasuhiro Tani, Kenichi Nagasawa, Naoji Otsuka, Masanori Yamada, Aitake Wakiya, Akiyoshi Kimura, Eiji Osanai, Masaaki Nakamura, Kunitaro Saida and Haruhiko Kato.

Item No.4:

Election of Two Audit & Supervisory Board Members

It was proposed that the following persons be elected as Audit & Supervisory Board Members

Messrs. Kazuto Ono and Tadashi Ohe.

Item No.5:

Grant of Bonus to Directors

It was proposed that bonus be granted to the seventeen Directors excluding Outside Directors as of the end of this term, which totals 198,700,000 yen.


    

(3)

The number of voting rights concerning the indication of “for,” “against” or “abstention” for each item; Requirements for approving the items; and Results of resolutions

 

Item

For   Against   Abstention   Ratio of
favorable votes
  Results  

Item No.1

8,070,706   3,116   14,838   97.62   Approved  

Item No.2

8,067,378   5,615   15,645   97.58   Approved  

Item No.3

                   

Fujio Mitarai

7,558,387   497,248   32,965   91.43   Approved  

Toshizo Tanaka

7,786,328   246,000   56,277   94.18   Approved  

Yoroku Adachi

7,841,291   191,038   56,277   94.85   Approved  

Shigeyuki Matsumoto

7,842,010   190,319   56,277   94.86   Approved  

Toshio Homma

7,841,847   190,482   56,277   94.86   Approved  

Hideki Ozawa

7,842,079   190,250   56,277   94.86   Approved  

Masaya Maeda

7,841,964   190,365   56,277   94.86   Approved  

Yasuhiro Tani

7,842,099   190,230   56,277   94.86   Approved  

Kenichi Nagasawa

7,841,934   190,395   56,277   94.86   Approved  

Naoji Otsuka

7,841,935   190,394   56,277   94.86   Approved  

Masanori Yamada

7,841,998   190,331   56,277   94.86   Approved  

Aitake Wakiya

7,841,938   190,391   56,277   94.86   Approved  

Akiyoshi Kimura

7,841,943   190,386   56,277   94.86   Approved  

Eiji Osanai

7,841,837   190,492   56,277   94.86   Approved  

Masaaki Nakamura

7,841,309   191,020   56,277   94.85   Approved  

Kunitaro Saida

7,740,628   315,014   32,964   93.63   Approved  

Haruhiko Kato

7,740,275   315,367   32,964   93.63   Approved  

Item No.4

                   

Kazuto Ono

7,820,574   246,770   21,216   94.60   Approved  

Tadashi Ohe

7,870,269   203,047   15,247   95.20   Approved  

Item No.5

7,936,452   135,384   16,716   96.00   Approved  

 

Note:  1.

The number of “for,” “against” or “abstention” of each item is the number of the voting rights that were exercised in advance by the day prior to the Ordinary General Meeting and voting rights which were held by the shareholders present at the Ordinary General Meeting and for which approval or disapproval of each item could be confirmed.

             2.

The ratio of favorable votes of each item is the ratio of the number of votes in favor exercised in advance by the day prior to the Ordinary General Meeting, and those exercised by shareholders who were present at the Ordinary General Meeting and could be confirmed the indication, to the total number of voting rights of the shareholders present at the Ordinary General Meeting (the portion of the voting rights that were exercised in advance by the day prior to the Ordinary General Meeting, as well as those held by the shareholders present at the Ordinary General Meeting).


3.

The requirements for approval of each resolution are as follows:

-

For Item 1 and 5, a majority vote of the shareholders who are entitled to vote present at the Ordinary General Meeting;

-

For Item 2, not less than two-thirds (2/3) of the votes of the shareholders present at the Ordinary General Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote;

-

For Item 3 and 4, a majority vote of the shareholders present at the Ordinary General Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote.

    

(4)

Reason for not including certain voting rights held by shareholders present at the meeting in the number of voting rights:

The aggregate number of (a) voting rights exercised in advance by the day prior to the Ordinary General Meeting and (b) voting rights by certain shareholders present at the Ordinary General Meeting through which approval or disapproval was able to be ascertained to each of the items, was sufficient to meet all requirements pursuant to the Corporation Law to approve all of the items. Accordingly, voting rights which were held by the shareholders present at the Ordinary General Meeting but for which the indication of “for,” “against” or “abstention” of each item could not be confirmed, were not counted.