Report of Foreign Issuer (6-k)
June 27 2016 - 5:10AM
Edgar (US Regulatory)
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 June, 2016
Commission File Number 1-8910
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
(Translation of registrants name into English)
OTEMACHI FIRST SQUARE, EAST TOWER
5-1, OTEMACHI 1-CHOME
CHIYODA-KU, TOKYO 100-8116 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
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):
EXTRAORDINARY REPORT REGARDING MATTERS RESOLVED AT THE 31ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
On June 27, 2016, the registrant filed with the Director General of the Kanto Local Finance Bureau an Extraordinary Report regarding matters
resolved at the registrants 31st Ordinary General Meeting of Shareholders held on June 24, 2016 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 Information, etc.
The information included herein contains forward-looking statements. The
registrant desires to qualify for the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, and consequently is hereby filing cautionary statements identifying important factors that could cause the
registrants actual results to differ materially from those set forth in the attachment.
The registrants forward-looking
statements are based on a series of assumptions, projections, estimates, judgments and beliefs of the management of the registrant in light of information currently available to it regarding the registrant and its subsidiaries and affiliates, the
economy and telecommunications industry in Japan and overseas, and other factors. These projections and estimates may be affected by the future business operations of the registrant and its subsidiaries and affiliates, the state of the economy in
Japan and abroad, possible fluctuations in the securities markets, the pricing of services, the effects of competition, the performance of new products, services and new businesses, changes to laws and regulations affecting the telecommunications
industry in Japan and elsewhere, other changes in circumstances that could cause actual results to differ materially from any future results that may be derived from the forward-looking statements, as well as other risks included in the
registrants most recent Annual Report on Form 20-F and other filings and submissions with the United States Securities and Exchange Commission.
No assurance can be given that the registrants actual results will not vary significantly from any expectation of future results that
may be derived from the forward-looking statements included herein.
The information on any website referenced herein or in the attached
material is not incorporated by reference herein or therein.
The attached material is a translation of the Japanese original. The
Japanese original is authoritative.
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.
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NIPPON TELEGRAPH AND TELEPHONE CORPORATION
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By
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/s/ Yasutake Horinouchi
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Name:
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Yasutake Horinouchi
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Title:
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Vice President
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Investor Relations Office
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Date: June 27, 2016
At the 31st Ordinary General Meeting of Shareholders of Nippon Telegraph
and Telephone Corporation (NTT) held on June 24, 2016, matters were resolved as stated below. NTT 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 on Disclosure of Corporate Information, etc.
2.
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Matters to be reported
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(1)
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Date the Ordinary General Meeting of Shareholders was held:
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June 24, 2016
First Item
Distribution of Earned Surplus
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1.
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Matters relating to year-end dividends
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i.
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Type of asset to be distributed: Cash
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ii.
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Matters relating to allotment of dividends and total amount of dividends to be distributed:
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Per share of common stock:
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¥
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60
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Total amount of dividends:
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¥
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125,768,352,060
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iii.
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Date on which the dividend becomes effective: June 27, 2016
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Second Item
Election of
Twelve (12) Members of the Board
Twelve Members of the Board were elected: Satoshi Miura, Hiroo Unoura, Hiromichi Shinohara, Jun Sawada,
Mitsuyoshi Kobayashi, Akira Shimada, Tsunehisa Okuno, Hiroki Kuriyama, Takashi Hiroi, Eiichi Sakamoto, Katsuhiko Shirai and Sadayuki Sakakibara. Katsuhiko Shirai and Sadayuki Sakakibara are Outside Members of the Board.
Third Item
Election of One (1) Audit & Supervisory Board Member
One Audit & Supervisory Board Member was elected: Takao Maezawa.
(3)
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Status of voting rights:
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Number of shareholders holding voting rights
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706,081 shareholders
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Total number of voting rights
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20,934,291 voting rights
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(4)
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Number of voting rights exercised for approval or disapproval of or abstention from matters resolved, requirements for adopting the resolutions and results thereof:
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Item
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Approval
(a)
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Disapproval
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Abstention
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Total number
of voting rights
exercised
(b)
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Approval
rate
((a)/(b))
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Results of
resolutions
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First Item
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16,695,374
voting rights
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12,841
voting rights
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3,868
voting rights
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16,995,971
voting rights
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98.23
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%
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Adopted
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Second Item
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Satoshi Miura
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16,188,851
voting rights
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503,665
voting rights
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19,557
voting rights
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16,995,961
voting rights
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95.25
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%
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Adopted
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Hiroo Unoura
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16,510,572
voting rights
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181,945
voting rights
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19,561
voting rights
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16,995,966
voting rights
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97.14
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%
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Adopted
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Hiromichi Shinohara
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16,442,810
voting rights
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249,707
voting rights
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19,560
voting rights
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16,995,965
voting rights
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96.75
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%
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Adopted
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Jun Sawada
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16,442,935
voting rights
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249,579
voting rights
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19,563
voting rights
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16,995,965
voting rights
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96.75
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%
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Adopted
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Mitsuyoshi Kobayashi
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16,454,928
voting rights
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237,586
voting rights
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19,563
voting rights
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16,995,965
voting rights
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96.82
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%
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Adopted
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Akira Shimada
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16,454,836
voting rights
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237,680
voting rights
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19,562
voting rights
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16,995,966
voting rights
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96.82
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%
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Adopted
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Tsunehisa Okuno
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16,454,689
voting rights
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237,825
voting rights
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19,563
voting rights
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16,995,965
voting rights
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96.82
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%
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Adopted
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Hiroki Kuriyama
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16,454,776
voting rights
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237,738
voting rights
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19,564
voting rights
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16,995,966
voting rights
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96.82
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%
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Adopted
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Takashi Hiroi
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16,454,735
voting rights
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237,774
voting rights
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19,569
voting rights
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16,995,966
voting rights
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96.82
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%
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Adopted
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Eiichi Sakamoto
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16,450,761
voting rights
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241,743
voting rights
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19,574
voting rights
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16,995,966
voting rights
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96.79
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%
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Adopted
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Katsuhiko Shirai
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16,591,878
voting rights
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116,575
voting rights
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3,627
voting rights
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16,995,968
voting rights
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97.62
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%
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Adopted
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Sadayuki Sakakibara
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16,586,838
voting rights
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121,614
voting rights
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3,629
voting rights
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16,995,969
voting rights
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97.59
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%
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Adopted
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Third Item
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Takao Maezawa
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16,528,593
voting rights
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180,094
voting rights
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3,392
voting rights
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16,995,967
voting rights
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97.25
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%
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Adopted
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Notes: (1)
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Requirements for adopting each of the resolutions are as follows:
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First Item: Majority vote of shareholders entitled to exercise their voting rights present at the meeting.
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Second Item and Third Item: Majority vote of shareholders present at the meeting at which shareholders who hold shares representing in the aggregate one-third (1/3) or more of the total number of voting rights of
shareholders who are entitled to exercise their voting rights are present.
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(2)
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Total number of voting rights exercised is the sum of the number of voting rights exercised in advance up to and including the day before the Ordinary General Meeting of Shareholders plus the number of
voting rights of shareholders who attended the meeting.
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(5)
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Reason for not including certain voting rights held by shareholders attending the Ordinary General Meeting in the number of voting rights exercised for approval or disapproval of or abstention from matters resolved:
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The sum of the number of voting rights exercised up to and including the day before the meeting and the number of voting
rights held by principal shareholders whose votes had been confirmed on the day of the meeting met the approval requirements for all matters to be resolved. Accordingly, the number of voting rights held by shareholders (other than principal
shareholders) attending the Ordinary General Meeting and exercised for approval, disapproval or abstention have not been included.
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