SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM 6-K

 

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 2023

Commission File Number: 001-06439

 

SONY GROUP CORPORATION

(Translation of registrant's name into English)

 

1-7-1 KONAN, MINATO-KU, TOKYO, 108-0075, JAPAN

(Address of principal executive offices)

 

The registrant files annual reports under cover of Form 20-F.

 

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 ☒ 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 ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______ 

     

 

 

 

 

SIGNATURE

 

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.

 

  SONY GROUP CORPORATION
  (Registrant)
   
   
  By:   /s/  Hiroki Totoki  
                          (Signature)
  Hiroki Totoki
  President, Chief Operating Officer and
  Chief Financial Officer

 

Date: June 23, 2023

 

 

 

 

 

List of materials

Documents attached hereto:

i) Translation of the Extraordinary Report (Rinji Houkokusho) filed with the Director General of the Kanto Local Finance Bureau in Japan by Sony Group Corporation on June 23, 2023 

 

 

 

 

Extraordinary Report

June 23, 2023

  

(TRANSLATION)

 

Sony Group Corporation

 

 

 

  

Note for readers of this English translation 

On June 23, 2023, Sony Group Corporation (the “Corporation”) 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 Corporation’s shareholders’ voting results for proposals acted upon at the 106th Ordinary General Meeting of Shareholders held on June 20, 2023 pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report in its entirety.

 

1.Reason for submitting the Extraordinary Report

 

Given that resolutions were made for the PROPOSALS TO BE ACTED UPON at the 106th Ordinary General Meeting of Shareholders held on June 20, 2023 (the “Meeting”), Sony Group Corporation (the “Corporation”) 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 1 and 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 20, 2023

 

(2) Proposals acted upon

 

Proposal 1:     To elect 10 Directors.

Kenichiro Yoshida, Hiroki Totoki, Yoshihiko Hatanaka, Toshiko Oka, Sakie Akiyama, Wendy Becker, Keiko Kishigami, Joseph A. Kraft Jr., Neil Hunt and William Morrow elected as directors of the Corporation.

 

Proposal 2:     To issue Stock Acquisition Rights for the purpose of granting stock options.

 

(3) Number of voting rights concerning the indication of “for,” “against” or “abstention” for each proposal; requirements for approving the proposals; and results of resolutions

 

1) Total number of voting rights

Number of shareholders with voting rights 339,916
Number of voting rights 12,327,198

 

1 

 

 

2) The number of shareholders who have exercised their voting rights

Number of shareholders who have exercised their voting rights 98,358
(Number of shareholders present at the Meeting 536)
   
Number of voting rights exercised 10,318,689 [Exercise Ratio  83.7%]
(Number of voting rights of the shareholders present at the Meeting
  99,321 [Exercise Ratio   0.8%])
     

 (Voting right)

Proposal For Against Abstention Ratio of favorable votes Results
Proposal 1  
Kenichiro Yoshida 10,269,224 33,088 921 99% Approved
Hiroki Totoki 10,280,947 21,358 928 99% Approved
Yoshihiko Hatanaka 10,254,335 47,966 928 99% Approved
Toshiko Oka 10,222,445 79,866 920 98% Approved
Sakie Akiyama 10,272,022 30,262 948 99% Approved
Wendy Becker 10,288,784 13,543 908 99% Approved
Keiko Kishigami 10,237,533 64,747 952 98% Approved
Joseph A. Kraft Jr. 10,265,190 37,104 941 99% Approved
Neil Hunt 10,294,001 8,267 967 99% Approved
William Morrow 10,289,407 12,896 932 99% Approved
Proposal 2 9,612,305 690,955 858 93% Approved

Notes:

1.Requirements for the approval of each proposal are as follows:

1) The resolution for Proposal 1 shall be adopted by a simple majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.

2) The resolution for Proposal 2 shall be adopted by a two-thirds (2/3) majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.

2.The denominator of the “Ratio of favorable votes” was calculated by adding the number of voting rights held by the present and voting shareholders at the Meeting.

 

2 

 

 

(4) 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:

 

The required majority approval for each proposal was met by aggregating the votes exercised

prior to the Meeting and votes of shareholders present at the Meeting of which the Corporation was able to confirm the indication as to each proposal. Therefore, of the voting rights held by shareholders present at the Meeting, the number of voting rights concerning the indication of “for,” “against” or “abstention” as to each proposal of which the Corporation was not able to verify was not tallied, except as explained in Note 2 to the table of 2.(3) 2) above.

 

3 

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