On the conclusion of the 152nd Annual General Shareholders' Meeting
June 29, 2016
Nikon Corporation hereby announces that the following agenda was approved without amendment at the 152nd Annual General Shareholders' Meeting held on June 29, 2016.
Appropriation of Surplus
A year-end dividend of ¥10.0 per share was approved.
Partial Amendments to the Articles of Incorporation
Proposed amendments, including the major items described below, were approved.
- 1.Amendments in relation to the Company’s transition to a company with an Audit and Supervisory Committee, that was established by the "Act for Partial Revision of the Companies Act" (Act No. 90 of 2014).
- 2.Amendments to definition of those with whom the Company can now enter into liability limitation agreements. With the enforcement of the "Act for Partial Revision of the Companies Act" (Act No. 90 of 2014), the Company can now enter into liability limitation agreements with Directors who do not engage in business execution as well as External Directors.
Appointment of 9 (nine) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
Makoto Kimura, Kazuo Ushida, Masashi Oka, Yasuyuki Okamoto, Hiroshi Ohki, Takaharu Honda, Tomohide Hamada, Toshiyuki Masai and Akio Negishi were appointed as Directors.
Akio Negishi is the External Director as provided for under the Companies Act.
Appointment of 5 (five) Directors Who Are Audit and Supervisory Committee Members
Norio Hashizume, Koichi Fujiu, Haruya Uehara, Hiroshi Hataguchi and Kunio Ishihara were appointed as Directors who are Audit and Supervisory Committee Members.
Haruya Uehara, Hiroshi Hataguchi and Kunio Ishihara are External Directors as provided for under the Companies Act.
Amount and Contents of Compensation for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
It was resolved that 650 million yen or less per year would be paid to Directors (50 million yen per year for External Directors) (this amount does not include the portion of salaries for Directors who also serve as employees).
The subscription rights to shares are allotted each year to Directors other than those who are Audit and Supervisory Committee Members (excluding Non-executive Directors) within the above-mentioned amount of compensation as stock-related compensation. As to this, it was resolved, the same as previously, that the total number of subscription rights to shares should not exceed 3,200, and up to 170 million yen per year (this amount does not include the portion of salaries for Directors who also serve as employees) would be paid as this compensation to Directors, on condition that they be granted compensation in the amount equal to an amount to be paid in, and offset the right to claim for this compensation with the amount to be paid in for these subscription rights to shares.
Amount of Compensation for Directors Who Are Audit and Supervisory Committee Members
It was resolved that 150 million yen or less per year would be paid as compensation to Directors who are Audit and Supervisory Committee Members.
Amount and Contents of Compensation, etc. in the Performance-based Stock Remuneration System for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
It was resolved that the portion of compensation related to the performance-based stock remuneration system for Directors other than those who are Audit and Supervisory Committee Members (excluding External Directors and Non-executive Directors) and Officers would be set. This incentive plan is, as previously determined, closely linked to the degree of accomplishment of business performance in the final fiscal year of the Medium Term Management Plan.
Bonuses to Directors
In view of business results for the fiscal year under review and various other factors, it was resolved that 65.06 million yen in total would be paid to seven Directors (excluding one Non-full-time Director and two External Directors) as of the end of the fiscal year (the 152nd term).
The information is current as of the date of publication. It is subject to change without notice.