SEC Form 6-K filed by Mizuho Financial Group Inc. Sponosred ADR (Japan)

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 July 2026

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(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 ☒ Form 40-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NO. 333-282497) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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.

 

July 1, 2026

To whom it may concern:

Mizuho Financial Group, Inc.

Filing of Extraordinary Report

Mizuho Financial Group, Inc. (“Mizuho Financial Group”) hereby announces that it filed today an extraordinary report concerning the results of the exercise of voting rights at the ordinary general meeting of shareholders of Mizuho Financial Group.

1. Reason for filing

Given that the proposal was adopted at the 24th Ordinary General Meeting of Shareholders of Mizuho Financial Group held on June 26, 2026, Mizuho Financial Group filed the 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 on Disclosure of Corporate Affairs.

2. Description of report

 

(1)	Date on which the ordinary general meeting of shareholders was held

 

June 26, 2026

 

(2)	Matters to be resolved

 

		Company proposal
		Proposal 1:		Appointment of fourteen (14) directors
				It was proposed that Mr. Takashi Tsukioka, Mr. Kotaro Ohno, Mr. Hiromichi Shinohara, Ms. Yumiko Noda, Mr. Takakazu Uchida, Mr. Masahiko Tezuka, Ms. Yuki Ikuno, Mr. Keiji Kojima, Mr. Hidekatsu Take, Mr. Makoto Hitomi, Mr. Masahiro Kihara, Ms. Fusae Akamatsu, Mr. Shiro Shiraishi and Mr. Makoto Samejima, fourteen (14) in total, be appointed to assume the office of director.

 

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(3)	Number of voting rights for approval, disapproval and abstention for the matters to be resolved, and the requirement for adoption and voting results thereof

 

Matters to be resolved		Number of approval (units)				Number of disapproval (units)				Number of abstention (units)				Approval rate (%)				Voting result
Proposal 1
Takashi Tsukioka			17,489,379				820,032				30,761				95				Adopted
Kotaro Ohno			17,873,646				463,776				2,756				97				Adopted
Hiromichi Shinohara			17,894,535				442,889				2,756				97				Adopted
Yumiko Noda			18,248,647				88,479				2,756				99				Adopted
Takakazu Uchida			13,939,258				4,398,147				2,756				75				Adopted
Masahiko Tezuka			18,246,131				90,992				2,756				99				Adopted
Yuki Ikuno			18,254,014				83,111				2,756				99				Adopted
Keiji Kojima			18,225,752				111,683				2,756				99				Adopted
Hidekatsu Take			15,288,954				3,021,225				29,663				83				Adopted
Makoto Hitomi			16,734,867				1,602,592				2,756				90				Adopted
Masahiro Kihara			15,157,123				3,152,998				29,663				82				Adopted
Fusae Akamatsu			18,192,843				144,271				2,756				98				Adopted
Shiro Shiraishi			18,188,561				148,552				2,756				98				Adopted
Makoto Samejima			18,171,356				165,762				2,756				98				Adopted

Note: The requirement for adoption of the proposal is as follows:

 

•

Approval of a majority of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights is required for the adoption of the proposal.

 

(4)	Reason for not counting a portion of the voting rights of the shareholders present at the ordinary general meeting of shareholders

Since the adoption or rejection of the proposal was conclusively decided by the exercise of the voting rights prior to the date of this general meeting and the number of voting rights of shareholders in attendance at this general meeting, whose approval or disapproval Mizuho Financial Group was able to confirm, the number of voting rights for approval, disapproval and abstention shown in the above table does not include a portion of those of the shareholders present at the general meeting.

-End-

 

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