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6-K 1 d522352d6k.htm REPORT OF FOREIGN PRIVATE ISSUER Report of Foreign Private Issuer

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

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

the Securities Exchange Act of 1934

For the month of June, 2023

Commission File Number 001-14948

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

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):

Material Contained in this Report:

I.	English translation of the Notice of Resolutions Adopted at the 119th Ordinary General Shareholders’ Meeting on June 14, 2023.

II.	English translation of an Extraordinary Report, as filed by the registrant with the Director of the Kanto Local Finance Bureau on June 15, 2023.

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.


Toyota Motor Corporation

By:	/s/ Yoshihide Moriyama
	Name:	Yoshihide Moriyama
	Title:	General Manager,
		Capital Strategy & Affiliated Companies Finance Division

Date: June 15, 2023

EX-99.1 2 d522352dex991.htm NOTICE OF RESOLUTIONS ADOPTED AT 119TH ORDINARY GENERAL SHAREHOLDERS' MEETING Notice of Resolutions Adopted at 119th Ordinary General Shareholders' Meeting


(Securities Code 7203)
		June 14, 2023
To All Shareholders:
		President Koji Sato
		TOYOTA MOTOR CORPORATION
		1, Toyota-cho, Toyota City, Aichi Prefecture

Notice of Resolutions Adopted at the 119th Ordinary General Shareholders’ Meeting

Dear Shareholder,

The reports made and resolutions adopted at the 119th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) today are as follows:

Reports:

Reports were made on the business review, consolidated and unconsolidated financial statements for FY2023 (April 1, 2022 through March 31, 2023), and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements.

Resolutions:


Toyota Motor Corporation (“TMC”) Proposals
Proposed Resolution 1:		Election of 10 Members of the Board of Directors

		Approved as proposed. The following 10 persons were elected and have assumed their positions as Members of the Board of Directors:

		Akio Toyoda, Shigeru Hayakawa, Koji Sato, Hiroki Nakajima, Yoichi Miyazaki, Simon Humphries, Ikuro Sugawara, Sir Philip Craven, Masahiko Oshima and Emi Osono.

Proposed Resolution 2:		Election of 4 Audit & Supervisory Board Members

		Approved as proposed. The following 4 persons were elected and have assumed their positions as Audit & Supervisory Board Members:

		Katsuyuki Ogura, Takeshi Shirane, Ryuji Sakai and Catherine O’Connell.

Proposed Resolution 3:		Election of 1 Substitute Audit & Supervisory Board Member

		Approved as proposed. The following person was elected as a Substitute Audit & Supervisory Board Member:

		Maoko Kikuchi

		Maoko Kikuchi is a Substitute Outside Audit & Supervisory Board Member for George Olcott, Ryuji Sakai or Catherine O’Connell.

Shareholder Proposal

Proposed Resolution 4:		Partial Amendments to the Articles of Incorporation (Annual review and report on impact on TMC caused by climate-related lobbying activities and the alignment with the goals of the Paris Agreement)

		This proposal was disapproved.

At the Board of Directors meeting held today after the conclusion of the General Shareholders’ Meeting, 3 persons were elected as Members of the Board of Directors with special titles and assumed their respective positions.

Chairman of the Board of Directors Akio Toyoda, Vice Chairman of the Board of Directors Shigeru Hayakawa, and President Koji Sato were elected and assumed their positions as Representative Directors.


Chairman of the Board of Directors	Akio Toyoda	Full-time Audit & Supervisory Board Member	Masahide Yasuda

Vice Chairman of the Board of Directors	Shigeru Hayakawa	Full-time Audit & Supervisory Board Member	Katsuyuki Ogura

President, Member of the Board of Directors	Koji Sato	Full-time Audit & Supervisory Board Member	Takeshi Shirane

Member of the Board of Directors	Hiroki Nakajima	Audit & Supervisory Board Member	George Olcott

Member of the Board of Directors	Yoichi Miyazaki	Audit & Supervisory Board Member	Ryuji Sakai

Member of the Board of Directors	Simon Humphries	Audit & Supervisory Board Member	Catherine O’Connell

Member of the Board of Directors	Ikuro Sugawara

Member of the Board of Directors	Sir Philip Craven

Member of the Board of Directors	Masahiko Oshima

Member of the Board of Directors	Emi Osono
[Operating Officers]

President Chief Executive Officer	Koji Sato

Executive Vice President Chief Technology Officer	Hiroki Nakajima	Chief Communication Officer	Jun Nagata

Executive Vice President Chief Financial Officer Chief Competitive Officer	Yoichi Miyazaki	Chief Branding Officer	Simon Humphries

North America Region (Chief Executive Officer)	Tetsuo Ogawa	Chief Production Officer	Kazuaki Shingo

China Region (Chief Executive Officer)	Tatsuro Ueda

[Fellow]


Executive Fellow	Takeshi Uchiyamada	Executive Fellow	Shigeki Tomoyama

Executive Fellow	Mitsuru Kawai	Chief Scientist and Executive Fellow for Research	Gill A. Pratt

Executive Fellow Banto Chief Risk Officer Chief Compliance Officer	Koji Kobayashi	Senior Fellow Chief Information & Security Officer Chief Product Integration Officer	Keiji Yamamoto

Executive Fellow	Shigeki Terashi	Senior Fellow Chief Sustainability Officer	Yumi Otsuka

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. TMC assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

EX-99.2 3 d522352dex992.htm EXTRAORDINARY REPORT Extraordinary Report

(Reference Translation)

Cover Page


Document Name:		Extraordinary Report

Filed with:		The Director General of the Kanto Local Finance Bureau

Filing Date:		June 15, 2023

Corporate Name:		Toyota Motor Corporation

Name and Title of Representative:		Koji Sato, President

Location of Head Office:		1 Toyota-cho, Toyota City, Aichi Prefecture

Telephone Number:		(0565)28-2121

Name of Contact Person:		Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance Div.

Nearest Contact Location:		4-18, Koraku 1-chome, Bunkyo-ku, Tokyo

Telephone Number:		(03)3817-7111

Name of Contact Person:		Aki Irie, General Manager, Public Affairs Div.

Places of Public Inspection of the Extraordinary Report:		Tokyo Stock Exchange, Inc. (2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo) Nagoya Stock Exchange, Inc. (8-20, Sakae 3-chome, Naka-ku, Nagoya)

1.	Reason for Filing

Toyota Motor Corporation (“TMC”) is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance relating to the Disclosure of Corporate Affairs, Etc. to report the approval of resolutions at the 119th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) of TMC.

2.	Description of Report

(1)

Date on which the General Shareholders’ Meeting was held:

June 14, 2023

(2)

Details of the proposed resolutions voted on at the General Shareholders’ Meeting:

(TMC Proposals)


Proposed Resolution 1:		Election of 10 Members of the Board of Directors

		It was proposed that the following 10 persons be elected as Members of the Board of Directors:
		Akio Toyoda, Shigeru Hayakawa, Koji Sato, Hiroki Nakajima, Yoichi Miyazaki, Simon Humphries, Ikuro Sugawara, Sir Philip Craven, Masahiko Oshima and Emi Osono.

Proposed Resolution 2:		Election of 4 Audit & Supervisory Board Members

		It was proposed that the following 4 persons be elected as Audit & Supervisory Board Members:
		Katsuyuki Ogura, Takeshi Shirane, Ryuji Sakai and Catherine O’Connell.

Proposed Resolution 3:		Election of 1 Substitute Audit & Supervisory Board Member

		It was proposed that Maoko Kikuchi be elected as a Substitute Audit & Supervisory Board Member.

(Shareholder Proposal)


Proposed Resolution 4:		Partial Amendments to the Articles of Incorporation

		It was proposed that the provision related to annual review and report on impact on TMC caused by climate-related lobbying activities and the alignment with the goals of the Paris Agreement be added to the Articles of Incorporation.

(3)

Number of “affirmative votes,” “negative votes” or “abstentions” in respect of the resolutions described above, requirements for the approval of such resolutions and results of voting:

(TMC Proposals)


Resolutions	Number of affirmative votes	Number of negative votes	Number of abstentions	Number of voting rights held by shareholders present at the meeting	Results of voting
Resolutions	Number of affirmative votes	Number of negative votes	Number of abstentions		Ratio of affirmative votes (%)	Approved/ Disapproved
Proposed Resolution 1
Akio Toyoda	98,429,726	16,332,840	122,530	116,380,296	84.57	Approved
Shigeru Hayakawa	111,487,180	3,236,967	160,785	116,380,132	95.79	Approved
Koji Sato	112,666,383	2,095,588	122,728	116,379,899	96.80	Approved
Hiroki Nakajima	113,104,424	1,715,701	64,717	116,380,042	97.18	Approved
Yoichi Miyazaki	113,063,097	1,755,048	64,717	116,378,062	97.15	Approved
Simon Humphries	113,167,469	1,652,689	64,717	116,380,075	97.23	Approved
Ikuro Sugawara	114,306,180	569,582	9,001	116,379,963	98.21	Approved
Sir Philip Craven	112,468,579	2,407,299	9,001	116,380,079	96.63	Approved
Masahiko Oshima	107,200,676	7,675,162	9,001	116,380,039	92.11	Approved
Emi Osono	112,967,727	1,908,014	9,001	116,379,942	97.06	Approved
Proposed Resolution 2
Katsuyuki Ogura	110,863,408	3,955,664	64,717	116,379,026	95.26	Approved
Takeshi Shirane	110,839,254	3,980,386	64,717	116,379,594	95.23	Approved
Ryuji Sakai	97,502,552	17,373,109	9,001	116,379,899	83.77	Approved
Catherine O’Connell	114,801,034	74,707	9,001	116,379,979	98.64	Approved
Proposed Resolution 3	114,785,974	89,881	9,001	116,379,874	98.63	Approved

(Shareholder Proposal)

Resolution

Number of

affirmative

votes

Number of
negative

votes

Number of

abstentions

Number of

voting rights

held by

shareholders

present at the

meeting

Result of voting

Ratio of

affirmative

votes

(%)

Approved/

Disapproved

Proposed Resolution 4

17,530,863

96,735,680

616,837

116,381,992

15.06

Disapproved


Note:	1.	“Number of affirmative votes”, “Number of negative votes” and “Number of abstentions” include the aggregate affirmative votes, negative votes and abstentions, respectively, exercised in writing or by means of electronic transmission as well as affirmative votes and negative votes, respectively, exercised by shareholders present at the General Shareholders’ Meeting.
	2.	“Number of voting rights held by shareholders present at the meeting” is the aggregate number of voting rights exercised in writing or by means of electronic transmission and the number of voting rights held by all shareholders present at the General Shareholders’ Meeting.
	3.	The requirements for approval of each resolution are as follows: For Proposed Resolutions 1, 2, and 3, a majority vote of the shareholders present at the General Shareholders’ 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 Proposed Resolution 4, not less than two-thirds (2/3) of the votes of the shareholders present at the General Shareholders’ 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.
		In addition, each number of voting rights held by shareholders present at the meeting includes the number of voting rights exercised in writing or by means of electronic transmission.


		(4)		Reasons for not including certain voting rights held by shareholders present at the meeting in the number of affirmative votes, negative votes or abstentions:

				The number of voting rights exercised prior to the General Shareholders’ Meeting, together with the number of voting rights which were confirmed by TMC as being cast as affirmative votes or negative votes with respect to each of the proposed resolutions by certain shareholders present at the General Shareholders’ Meeting, were sufficient to meet the requirements to approve or disapprove all of the proposed resolutions. Accordingly, voting rights which were held by shareholders present at the General Shareholders’ Meeting but with respect to which it could not be determined whether affirmative votes or negative votes were cast with respect to each proposed resolution were not counted towards the number of affirmative votes, negative votes or abstentions.