Form 6-K
Table of Contents

 

 

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

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

the Securities Exchange Act of 1934

Commission File Number: 1-15270

For the month of May 2014

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

9-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover 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):             

 

 

 


Table of Contents

Information furnished on this form:

EXHIBIT

Exhibit Number

 

1. Nomura Finalizes Details of Stock Options (Stock Acquisition Rights)


Table of Contents

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.

 

    NOMURA HOLDINGS, INC.
Date: May 15, 2014     By:  

/s/ Hajime Ikeda

      Hajime Ikeda
      Managing Director


Table of Contents

 

LOGO

Nomura Finalizes Details of Stock Options (Stock Acquisition Rights)

Tokyo, May 15, 2014—Nomura Holdings, Inc. (the “Company”) today announced that its Executive Management Board1 has finalized the details of the issuance of Stock Acquisition Rights (“SARs”) as outlined below.

 

1. SARs to be Issued

 

  (1) SARs No. 56

 

  (2) SARs No. 57

 

  (3) SARs No. 58

 

  (4) SARs No. 59

 

  (5) SARs No. 60

 

  (6) SARs No. 61

SARs No. 56 to No. 61 will be issued to directors, executive officers and/or employees of the Company and/or its subsidiaries, etc. in accordance with Articles 236, 238 and 240 of the Companies Act of Japan.

 

2. Reasons for Issuance of SARs

The Exercise Price of SARs will be one (1) yen per share and will be granted to directors, executive officers and employees of the Company, etc., and its subsidiaries in lieu of a portion of cash compensation.

The SARs will be issued as deferred compensation to grantees and are restricted from being exercised for approximately one year up to three years from the issuance resolution date (today).

By restricting the exercise of the rights, the SARs No. 56, No. 57 and No. 58 are expected to have the following benefits.

 

  1. Retain talented personnel for longer terms by introducing deferred payment.

 

  2. Align the interests of directors, executive officers and employees with those of shareholders by reflecting changes of share price in compensation packages.

 

  3. Create a common objective for Nomura Group in terms of improving performance and trust by sharing a common incentive plan for executive officers and employees working in different business divisions and regions.

The SARs No. 59, No. 60 and No. 61 will be granted in accordance with the completion of the performance measurement period of Multi-Year Performance Deferral (“MYPD”) plan, which was introduced as a part of deferred compensation for the fiscal year ended March 31, 2012. In MYPD plan, number of units to be granted upon achieving a certain performance target is notified to applicable candidates in advance. At the end of a 2 year performance measurement period, number of units is adjusted, subject to a degree of achievement, and granted in the form of SARs or other deferred compensation vehicles.

 

1  The Executive Management Board consists of the Group CEO (Representative Executive Officer), the Group COO (Representative Executive Officer), Division CEOs, and any other executive officers nominated by the Group CEO, and via Board of Directors resolutions decides important business matters including the issuance of SARs. Moreover, the grant of SARs to directors and executive officers of the Company is in accordance with decisions made by the Compensation Committee.


Table of Contents
3. Number of SARs and Grantees

SARs to be Granted to Directors and Executive Officers of the Company

 

     Directors and Executive Officers
(Excluding Outside Directors)
 
   Number of Grantees      Number of SARs      Shares of Common
Stock Under SARs
 

SARs No. 56

     8         1,192         119,200   

SARs No. 57

     8         1,189         118,900   

SARs No. 58

     8         1,181         118,100   

SARs No. 59

     6         563         56,300   

SARs No. 60

     6         560         56,000   

SARs No. 61

     6         1,117         111,700   

SARs to be Granted to Employees, etc.

 

     Employees of the Company      Directors, Executive Officers and
Employees of the Company’s
Subsidiaries, etc.
 
   Number of
Grantees
     Number of
SARs
     Shares of
Common
Stock
Under
SARs
     Number of
Grantees
     Number of
SARs
     Shares of
Common
Stock
Under
SARs
 

SARs No. 56

     17         5,512         551,200         1,006         83,837         8,383,700   

SARs No. 57

     17         5,509         550,900         1,006         83,497         8,349,700   

SARs No. 58

     17         5,500         550,000         1,006         82,847         8,284,700   

SARs No. 59

     19         5,060         506,000         171         41,110         4,111,000   

SARs No. 60

     19         5,034         503,400         171         40,803         4,080,300   

SARs No. 61

     19         10,076         1,007,600         171         81,626         8,162,600   

The above figures are projected numbers. Should the number decrease due to grantees not applying or other reasons, the revised number of SARs will be issued.


Table of Contents

Summary of SARs

 

        

SARs No. 56

  

SARs No. 57

  

SARs No. 58

1.         Grantees    Total of 1,031 directors, executive officers and employees of the Company and its subsidiaries, etc.    Total of 1,031 directors, executive officers and employees of the Company and its subsidiaries, etc.    Total of 1,031 directors, executive officers and employees of the Company and its subsidiaries, etc.
2.         Total Number of SARs    90,541    90,195    89,528
3.         Period for the Exercise of SARs    April 20, 2015 to April 19, 2020    April 20, 2016 to April 19, 2021    April 20, 2017 to April 19, 2022
        

SARs No. 59

  

SARs No. 60

  

SARs No. 61

1.         Grantees    Total of 196 directors, executive officers and employees of the Company and its subsidiaries, etc.    Total of 196 directors, executive officers and employees of the Company and its subsidiaries, etc.    Total of 196 directors, executive officers and employees of the Company and its subsidiaries, etc..
2.         Total Number of SARs    46,733    46,397    92,819
3.         Period for the Exercise of SARs    March 31, 2015 to March 30, 2020    March 31, 2016 to March 30, 2021    March 31, 2017 to March 30, 2022
4.         Value of Assets to be Rendered upon the Exercise of SARs, or the Method for Calculating Such Value    One (1) yen per share.
5.         Type and Number of Shares Under a SAR    The number of shares under a SAR shall be 100 shares of common stock of the Company. Should events separately prescribed by the Company occur, the number of stocks granted under a SAR will be adjusted according to a method separately prescribed by the Company.


Table of Contents
6.         Paid-in Amount for SARs, or the Method for Calculating Such Value    No payment shall be required for SARs.
7.         Conditions for the Exercise of SARs   

No SAR may be exercised partially.

 

Note:   In accordance with SARs Agreement to be executed between the Company and the Grantees, the SARs will have the restrictions such as the Grantees must maintain a position as an executive or employee of the Company during the vesting period between the granting of the SARs and the commencement of the Exercise Period.

8.         Matters with regard to Capital Stock and Capital Reserve to be Increased in the Event of the Issuance of Shares upon the Exercise of SARs   

1.      Capital Stock to be Increased

 

Half of the amount of the maximum limit on an increase of capital stock, etc. calculated in accordance with Article 17, Paragraph 1 of the Corporate Calculation Regulations, and any fraction of less than one yen resulting from the calculation shall be rounded up to the nearest yen.

 

2.      Capital Reserve to be Increased

 

Amount of the maximum limit of increase of capital stock, etc. less the amount of capital stock to be increased.

9.         Events for the Acquisition of SARs by the Company    In the event that all shares of the Company’s common stock are transferred to a party other than the Company or the meeting of the Company’s shareholders approves a merger agreement or a share exchange agreement where the Company is a party, the Company may acquire SARs on a day separately determined by the Board of Directors of the Company or an executive officer designated by resolution of the Board of Directors.
10.   Restriction of Acquisition of SARs by Assignment    Any assignment of SARs shall be subject to approval by resolution adopted by the Board of Directors of the Company.
11.       Treatment of SARs under Organizational Restructuring    The same shall apply as described in 9.
12.       Grant Date of SARs    June 5, 2014
13.       Certificate of SARs    The Company shall not issue any SAR certificate.

 

 

   ends  

 


Table of Contents

For further information please contact:

 

Name

  

Company

  

Telephone

Joey Wu   

Nomura Holdings, Inc.

Group Corporate Communications Dept.

   81-3-3278-0591
Keiko Sugai      

Nomura

Nomura is an Asia-based financial services group with an integrated global network spanning over 30 countries. By connecting markets East & West, Nomura services the needs of individuals, institutions, corporates and governments through its three business divisions: Retail, Asset Management, and Wholesale (Global Markets and Investment Banking). Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and considered thought leadership. For further information about Nomura, visit www.nomura.com.