6-K 1 d769562d6k.htm FORM 6-K

UNITED STATES

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 February 2024

Commission File Number 001-33098

(Translation of registrant's name into English)

5-5, Otemachi 1-chome

Chiyoda-ku, Tokyo 100-8176

Japan

(Address of principal executive office)

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 ☒ Form40-F ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.'S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-266555) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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.

Date: February 22, 2024

Mizuho Financial Group, Inc.

By: /s/ Takefumi Yonezawa

Name: Takefumi Yonezawa

Title: Senior Executive Officer / Group CFO

February 22, 2024

Mizuho Financial Group, Inc.

Changes of Directors and Executive Officers

Mizuho Financial Group, Inc. hereby announces changes of Members of the Board of Directors and Executive Officers (including changes in their areas of responsibility, etc.).

1

Mizuho Financial Group, Inc. (MHFG)

1. Members of the Board of Directors

  1. Members of the Board of Directors Candidates (to be considered at the ordinary GeneralMeeting of Shareholders of MHFG in June 2024 ("The Shareholders Meeting"))

Yoshimitsu Kobayashi

(Reappointment, Outside Director)

Ryoji Sato

(Reappointment, Outside Director)

Takashi Tsukioka

(Reappointment, Outside Director)

Kotaro Ohno

(Reappointment, Outside Director)

Hiromichi Shinohara

(Reappointment, Outside Director)

Izumi Kobayashi

(Reappointment, Outside Director)

Yumiko Noda

(Reappointment, Outside Director)

Takakazu Uchida

(New appointment, Outside Director)

Seiji Imai

(Reappointment)

Hisaaki Hirama

(Reappointment)

Masahiro Kihara*

(Reappointment)

Hidekatsu Take*

(New appointment)

Mitsuhiro Kanazawa*

(New appointment)

Takefumi Yonezawa*

(New appointment)

Total of 14 candidates

(Note) Asterisks indicate directors expected to concurrently serve as Executive Officers.

  1. Members of the Board of Directors scheduled to resign (Effective as of April 1, 2024)

Makoto Umemiya

(Currently Member of the Board of Directors, Deputy President & Senior Executive Officer

(Representative Executive Officer))

Motonori Wakabayashi

(Currently Member of the Board of Directors, Senior Executive Officer)

(Effective in late June 2024)

Masami Yamamoto

(Currently Member of the Board of Directors (Outside Director))

Nobuhiro Kaminoyama

(Currently Member of the Board of Directors, Senior Executive Officer)

2

  1. Chairperson of the Board of Directors (to be considered at the Board Meeting to be held following The Shareholders Meeting) Appointee as Chairperson
    Izumi Kobayashi
  2. Members of Committees (to be considered at the Board Meeting to be held following The Shareholders Meeting)

Nominating Committee

Chairperson

Yoshimitsu Kobayashi

(Outside Director)

Member

Takashi Tsukioka

(Outside Director)

Member

Kotaro Ohno

(Outside Director)

Member

Hiromichi Shinohara

(Outside Director)

Member

Izumi Kobayashi

(Outside Director)

Compensation Committee

Chairperson

Takashi Tsukioka

(Outside Director)

Member

Yumiko Noda

(Outside Director)

Member

Takakazu Uchida

(Outside Director)

Audit Committee

Chairperson

Ryoji Sato

(Outside Director)

Member

Kotaro Ohno

(Outside Director)

Member

Takakazu Uchida

(Outside Director)

Member

Hisaaki Hirama

Risk Committee

Chairperson

Hisaaki Hirama

Member

Izumi Kobayashi

(Outside Director)

Member

Yumiko Noda

(Outside Director)

Member

Rintaro Tamaki

(Outside Expert)

Member

Hiroshi Naka

(Outside Expert)

IT / Digital Transformation Committee

Chairperson

Hiromichi Shinohara

(Outside Director)

Member

Takashi Tsukioka

(Outside Director)

Member

Masami Yamamoto

(Outside Expert)

Member

Masatsugu Shimono

(Outside Expert)

Member

Hisaaki Hirama

3

  1. Brief Personal Record of Newly Nominated Members of the Board of Directors

Name

Takakazu Uchida

Business Experience

Jun. 2022

Counselor, MITSUI & CO., LTD. (current)

Apr. 2022

Director, MITSUI & CO., LTD.

Apr. 2020

Representative Director, Executive Vice President,

Chief Financial Officer, MITSUI & CO., LTD.

Apr. 2019

Representative Director, Senior Executive Managing Officer,

Chief Financial Officer, MITSUI & CO., LTD.

Jun. 2018

Representative Director, Executive Managing Officer,

Chief Financial Officer, MITSUI & CO., LTD.

Apr. 2018

Executive Managing Officer,

Chief Financial Officer, MITSUI & CO., LTD.

Apr. 2017

Executive Managing Officer,

General Manager, Finance Div., MITSUI & CO., LTD.

Apr. 2014

Managing Officer,

General Manager, Finance Div., MITSUI & CO., LTD.

Apr. 1983

Joined MITSUI & CO., LTD.

Education

Mar. 1983

Graduated from Faculty of Agriculture, The University of Tokyo

Date of Birth

Sep.24, 1960

Name

Hidekatsu Take

Business Experience

Apr. 2023

Senior Executive Officer

Head of Global Corporate & Investment Banking Company

In Charge of Specially Assigned Matters of MHFG (current)

Managing Executive Officer

Head of Global Corporate & Investment Banking Division of MHBK (current)

Apr. 2022

Senior Executive Officer

Head of Corporate & Institutional Company

Head of Global Corporate Company of MHFG

May. 2021

Managing Executive Officer

Head of Sogo Shosha, Realty & Financial Sponsor Industry Group of MHBK

Apr. 2021

Managing Executive Officer

In Charge of Corporate Banking of MHBK

Apr. 2018

Managing Executive Officer

Head of Asia Oceania of MHFG

Managing Executive Officer

Head of Asia Oceania of MHBK

Apr. 2016

Executive Officer

Joint Head of Americas of MHBK

Apr. 1988

Jointed our group

Education

Jun. 2002

Graduated from University of California, San Diego International Relations and Pacific Studies (Master

of Pacific International Affairs)

Mar. 1988

Graduated from Faculty of Economics, Nagoya University

Date of Birth

Nov.20, 1964

4

Name

Mitsuhiro Kanazawa

Business Experience

Apr. 2023

Senior Executive Officer

Group Co-Chief Information Officer

Group Chief Process Officer of MHFG (current)

Apr. 2022

Senior Executive Officer

Co-Head of IT&Systems Group of MHFG

Jul. 2021

Group Executive Officer

Deputy Head of Strategic Planning Group of MHFG

Managing Executive Officer

Deputy Head of Strategic Planning Group of MHBK

Apr. 2021

Managing Executive Officer

In Charge of Specific Business, Strategic Planning Group of MHFG

Managing Executive Officer

In Charge of Specific Business, Strategic Planning Group of MHBK

Apr. 2020

Executive Officer General Manager

Risk Management Department of MHFG

Executive Officer General Manager

Risk Management Department of MHBK

Apr. 2019

Executive Officer

In charge of Credit of Global Corporate Department of MHBK

Apr. 1990

Jointed our group

Education

Jun. 2003

Stanford Graduate School of Business

Mar. 1990

Graduated from Faculty of Law, The University of Tokyo

Date of Birth

Nov.22, 1967

Name

Takefumi Yonezawa

Business Experience

Apr. 2023

Senior Executive Officer

Group Chief Financial Officer (Group CFO)

General Manager of International Accounting Standards Project Team of MHFG (current)

Managing Executive Officer

Chief Financial Officer (CFO)

Project Manager of International Accounting Standards Project Team of MHBK (current)

Managing Executive Officer

Chief Financial Officer (CFO)

Project Manager of International Accounting Standards Project Team of MHTB (current)

Apr. 2022

Operating Officer

Deputy Head of Financial Control & Accounting Group

Project Manager of International Accounting Standards Project Team of MHFG

Jul. 2021

Operating Officer

General Manager of Financial Planning Department of MHFG

Apr. 2019

General Manager

Financial Planning Department of MHFG

Apr. 1993

Jointed our group

Education

Jun. 2009

MIT (Massachusetts Institute of Technology) Sloan School,

Graduate School of Business MBA (Master of Business Administration)

Concentration in Management

Mar. 1993

Graduated from Faculty of Economics, The University of Tokyo

Date of Birth

Dec.10, 1970

5

2. Changes of Executive Officers and Operating Officers

Executive Officers in this section mean either executive officers as defined in the Companies Act or executive officers as defined in our internal regulations.

(Effective as of April 1, 2024)

Name

New Position

Current Position

Hidekatsu Take

Deputy President & Senior

Head of Global Corporate &

Senior Executive Officer

Head of Global Corporate &

Executive Officer

Investment Banking Company /

Investment Banking Company

(Representative Executive

In Charge of Specially Assigned

/ In Charge of Specially

Officer)

Matters

Assigned Matters

Shiro Shiraishi

Senior Executive Officer

Group Chief Risk Officer

Operating Officer

-

(Group CRO)

Nobuhiro

Member of the Board of

Group Chief Human Resources

Member of the Board of

Group Chief Human

Kaminoyama

Directors, Senior Executive

Officer (Group CHRO) / Group

Directors, Senior Executive

Resources Officer

Officer

Chief Digital Officer (Group

Officer

(Group CHRO)

CDO)

Natsumi Akita

Senior Executive Officer

Group Chief Culture Officer

Senior Executive Officer

Group Chief People Officer

(Group CCuO) / Group Chief

(Group CPO) / Group Chief

Branding Officer (Group CBO)

Culture Officer (Group

CCuO)

Mitsuhiro

Senior Executive Officer

Group Chief Information Officer

Senior Executive Officer

Group Co-Chief Information

Kanazawa

(Group CIO)

Officer (Group Co-CIO) /

Group Chief Process Officer

(Group CPrO)

Shinichiro Hihara

Senior Executive Officer

Group Co-Chief Information

Group Executive Officer

Deputy Group Chief

Officer (Group Co-CIO)

Information Officer

Hideki

Senior Executive Officer

Group Chief Process Officer

Operating Officer

Deputy Group Chief Process

Tsujimori

(Group CPrO)

Officer

Koji Yonei

Reassigned

Member of the Board of

Senior Executive Officer

Group Chief Information

Directors, Chairperson of

Officer (Group CIO)

MHRT

Makoto Umemiya

Resigned

Member of the Board of

Group Chief Digital Officer

Directors, Deputy President &

(Group CDO)

Senior Executive Officer

(Representative Executive

Officer)

Motonori

Resigned

Member of the Board of

Group Chief Risk Officer

Wakabayashi

Directors, Senior Executive

(Group CRO)

Officer

6

(Effective in late June 2024)

Name

New Position

Current Position

Hidekatsu

Member of the Board of

Head of Global Corporate &

Deputy President & Senior

(same as on the left)

Take

Directors,

Investment Banking Company /

Executive Officer

Deputy President & Senior

In Charge of Specially Assigned

(Representative Executive

Executive Officer

Matters

Officer)

(Representative Executive

Officer)

Takefumi Yonezawa

Member of the Board of

Group Chief Financial Officer

Senior Executive Officer

(same as on the left)

Directors, Senior Executive

(Group CFO) / General

Officer

Manager of International

Accounting Standards Project

Team

Mitsuhiro

Member of the Board of

Group Chief Information Officer

Senior Executive Officer

(same as on the left)

Kanazawa

Directors, Senior Executive

(Group CIO)

Officer

Nobuhiro

Senior Executive Officer

Group Chief Human Resources

Member of the Board of

(same as on the left)

Kaminoyama

Officer (Group CHRO) / Group

Directors, Senior Executive

Chief Digital Officer (Group

Officer

CDO)

The management changes described above are subject to any approval or permission required being obtained from the relevant regulatory or other authorities.

7

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Disclaimer

Mizuho Financial Group Inc. published this content on 11 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2024 08:08:03 UTC.